UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Contents

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~Washington, ~~REPORT~~D.C. 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ofREPORT ~~Report~~PURSUANT TO ~~(Date~~SECTION of13 ~~Earliest~~OR ~~Event~~15 ~~Reported~~(d): OF ~~November~~THE SECURITIES 5,EXCHANGE ~~2007~~ACT OF 1934

~~CSK~~Date ~~Auto~~of ~~Corporation __________________________________________~~ report (~~Exact~~Date ~~name~~ of ~~registrant~~Earliest asEvent ~~specified~~Reported): inFebruary 1, ~~its charter)~~2008

Delaware	001-13927	86-0765798
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
645 E. Missouri Ave., Suite 400, Phoenix, Arizona		85012
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

CSK AUTO CORPORATION

~~Registrant’s~~ (Exact ~~telephone~~name ~~number,~~of ~~including~~registrant ~~area~~as ~~code:~~specified ~~602-265-9200~~in its charter)

Not Applicable ______________________________________________ Former name or former address, if changed since last report


Delaware (State or other jurisdiction of Incorporation or organization)	001-13927 (Commission File Number)	86-0765798 (I.R.S. Employer Identification No.)

645 E. Missouri Ave., Suite 400, Phoenix, Arizona (Address of principal executive offices)		85012 (Zip Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the Form 8~~(626) 683-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ 4000

~~[ ] Written~~Check ~~communications~~the ~~pursuant~~appropriate tobox ~~Rule~~below ~~425~~if ~~under~~ the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR~~is ~~230.425) [ ] Soliciting~~intended ~~material pursuant~~ to ~~Rule~~simultaneously ~~14a-12~~satisfy ~~under~~ the ~~Exchange Act (17 CFR 240.14a-12)~~ ~~[ ] Pre-commencement~~filing ~~communications~~obligation ~~pursuant~~of tothe ~~Rule~~registrant ~~14d-2(b)~~ under ~~the~~any ~~Exchange~~of ~~Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~ provisions:

~~Top~~o ofWritten communications pursuant to Rule 425 under the ~~Form~~ Securities Act (17 CFR 230.425)

~~Item~~o ~~5.02~~Soliciting ~~Departure~~material ofpursuant ~~Directors~~to orRule ~~Certain~~14a-12 ~~Officers;~~under ~~Election~~the ofExchange ~~Directors;~~Act ~~Appointment~~(17 ofCFR ~~Certain Officers; Compensatory Arrangements of Certain Officers~~240. 14a-12)

Ono ~~November~~Pre-commencement 5,communications ~~2007,~~pursuant ~~CSK Auto Corporation (the "Company") announced the appointment of James D. Constantine, 55, as its new Executive Vice President of Finance and Chief Financial Officer. Mr. Constantine is expected~~ to ~~commence~~Rule employment with the Company on November 19, 2007. From 2006 to the present, Mr. Constantine was Senior Vice President and Chief Financial Officer of ShopKo Stores Operating Co., a retailer of goods and services with stores located throughout the Midwest, Mountain and Pacific Northwest regions. From 2000 to 2005, Mr. Constantine was Executive Vice President, Chief Financial and Administrative Officer of Factory Card & Party Outlet, a specialty retailer of party and special occasion merchandise. Prior to that, Mr. Constantine was Senior Assistant Treasurer for, and held various other managerial positions with, Sears, Roebuck and Co. from 1981 to 1999. From 1974 to 1981, he held various managerial positions with Deloitte & Touche LLP. Mr. Constantine holds a Masters of Business Administration from the University of Chicago and is a Certified Public Accountant. The following is a summary of the material terms of Mr. Constantine’s compensation arrangements relative to his employment:• Base salary of $360,000 per year• Guaranteed target bonus equal to 60% of his base salary, prorated from his start date through the remainder of fiscal 2007• 100,000 stock options and 25,000 shares of restricted stock, which shall be granted on Mr. Constantine’s date of employment. The exercise price per share with respect to each stock option shall be the fair market value of the Company’s common stock on the grant date. Stock options and restricted shares will vest as to 1/3 of such options or shares 14d-2(~~as the case may be~~b) onunder ~~each of~~ the first, second and third year anniversaries of the grant date, and will be subject to the terms and conditions of the 2004 Stock and Incentive Plan and the governing stock option contract and restricted stock agreement, the forms of which were previously filed with the Securities and Exchange ~~Commission~~Act (~~"SEC").~~17 ~~• In~~CFR ~~connection with his employment, Mr~~240. Constantine is relocating from Illinois to Arizona. The Company will provide its standard relocation benefits to Mr. Constantine, including, but not limited to, moving expenses, temporary lodging in the Phoenix, Arizona area and reasonable commuting expenses to and from Illinois until approximately June 1, 2008, and house hunting and other associated travel expenses.In addition, upon joining the Company, Mr. Constantine will be eligible for severance benefits in accordance with our standard senior officer Severance and Retention Agreement, the material terms of which are identical to the form of Second Amended and Restated Severance and Retention Agreement previously filed with the SEC. Other than his compensation arrangements relative to his employment, the Company is not aware of any transactions or any proposed transactions in which the Company or any of its subsidiaries was or is to be a participant, in which the amount involved exceeds $120,000 and in which Mr. Constantine or any member of his immediate family had, or will have, a direct or indirect material interest. Mr. Constantine has no family relationships with any director or executive officer of the Company. 14d-2(b))

~~Item~~o ~~9.01~~Pre-commencement ~~Financial~~communications ~~Statements~~pursuant ~~and~~to ~~Exhibits~~Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

~~(d)~~TABLE ~~The~~OF ~~following exhibit is filed with this Form 8-K:Exhibit No. Description99.1 Press Release dated November 5, 2007~~ CONTENTS

~~Top~~Items 1.01 and 3.03. Entry into a Material Definitive Agreement; Material Modification to Rights of ~~the~~Security ~~Form~~ Holders Item 8.01 Other Events Item 9.01. Financial Statement and Exhibits SIGNATURES EX-99.1 EX-99.2

SIGNATURES Table of Contents

~~Pursuant~~Items to1.01 ~~the~~and ~~requirements~~3.03. ofEntry ~~the~~into ~~Securities~~a ~~Exchange~~Material ~~Act~~Definitive ofAgreement; ~~1934,~~Material ~~the registrant~~Modification ~~has duly caused this report~~ to beRights ~~signed~~of onSecurity ~~its behalf by the undersigned hereunto duly authorized~~Holders.

	CSK Auto Corporation
November 5, 2007	By:	Randi Val Morrison
		Name: Randi Val Morrison
		Title: Senior Vice President, General Counsel and Secretary

On February 4, 2008, CSK Auto Corporation (the “Company”) issued a press release announcing it had adopted a stockholder rights plan (the “Rights Plan”) and entered into a Rights Agreement on the same date with Mellon Investor Services LLC, as Rights Agent. The Rights Plan was adopted in order to maintain the integrity of the strategic review process that the Company’s Board of Directors is conducting.

One “Right” will be issued for each share of the Company common stock outstanding as of February 14, 2008. The Rights will not become exercisable, and separate certificates evidencing the Rights will not be issued, unless the Rights are triggered. The Rights would be triggered by, among other things, a person or group acquiring or announcing an intention to acquire 10% or more ~~Top~~of the Company’s common stock, or upon the consummation of a transaction in which the ~~Form~~Company is not the surviving entity, the outstanding shares of the Company’s common stock are exchanged for stock or assets of another person, or 50% or more of the Company’s consolidated assets or earning power are sold. If a party exceeds the ownership thresholds and the Rights are not redeemed, each Right will entitle the holder, other than the triggering party, to purchase a number of shares of the Company’s common stock having a value of twice the $45 exercise price. Such an exercise would dilute the triggering party’s holdings in the Company.

The Rights will expire on February 3, 2009, unless the Rights Plan is extended by the ~~Exhibit~~Company’s stockholders, in which case, the Rights will expire on February ~~Index~~4, 2011 (unless earlier redeemed or exchanged). Subject to certain exceptions, the Rights are redeemable by action of the Company’s Board of Directors at a nominal price per Right.

Exhibit No.		Description
99.1		Press Release dated November 5, 2007.

The Company has filed a Registration Statement on Form 8-A (the “Form 8-A”) with the U.S. Securities and Exchange Commission (the “SEC”) that contains additional information regarding the terms and conditions of the Rights Plan and the Rights. A copy of the Rights Agreement has been filed with the SEC as Exhibit 1 to the Form 8-A and is incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.2. The foregoing summary description of the Rights Plan and the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.


Item 8.01		Other Events.

On February 1, 2008, the Company issued a press release confirming that it has received an unsolicited proposal from O’Reilly Automotive, Inc. to acquire all of the outstanding shares of the Company. The press release is attached as Exhibit 99.1 to this Form 8-K.


Item 9.01.		Financial Statement and Exhibits.

The following exhibits are filed as part of this report.


Exhibit		Description

	4.1	Rights Agreement dated as of February 4, 2008 by and between CSK Auto Corporation and Mellon Investor Services LLC, as Rights Agent, filed as Exhibit 1 to the Registration Statement on Form 8-A of CSK Auto Corporation and incorporated herein by reference.

	99.1	Press Release dated February 1, 2008.

	99.2	Press Release dated February 4, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 4, 2008


CSK AUTO CORPORATION
By:	/s/ Randi Val Morrison
Name:		Randi Val Morrison
Title:		Senior Vice President, General Counsel and Secretary

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