SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




---

FORM 10-Q

(Mark One)



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2000

or



|      |                                                                                          
|----- | -----------------------------------------------------------------------------------------
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from
               to

Commission File Number 001-13927

CSK AUTO CORPORATION

(Exact name of registrant as specified in its
charter)


|                                                                                           |  |                                                  
|------------------------------------------------------------------------------------------ |  | -------------------------------------------------
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|Delaware
	(State or other jurisdiction of
	Incorporation or organization)                  |  | 86-0765798
	(I.R.S. Employer
	Identification No.)
|                                                                                          
|645 E. Missouri Ave. Suite 400, Phoenix, Arizona
	(Address of principal executive offices) |  | 85012
	(Zip Code)                                

(602) 265-9200

(Registrants telephone number, including
area code)


N/A

(Former name, former address and former fiscal
year,


if changed since last reports)


Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject
 to such filing requirements for the past 90 days.

Yes  [X]  No  [   ]

As of June 9, 2000, CSK Auto Corporation had 27,838,921
shares of common stock outstanding.









---



PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements

CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |          |           | 
|----------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ----------- | --------- | - | ------- | -------- | --------- | 
|                                                                  |                                                                                                                                                                             | April 30,                                  |         | January 30,
|                                                                  |                                                                                                                                                                             | 2000                                       |         | 2000       
|                                                                  |                                                                                                                                                                             |                                            |         |            
|                                                                  |                                                                                                                                                                             | (Unaudited)                                |         |            
|ASSETS                                                           
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Cash and cash equivalents                                         |                                                                                                                                                                             | $                                          | 16,095  |             |           | $ | 11,762  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Receivables, net of allowances of $3,457 and $3,294, respectively |                                                                                                                                                                             |                                            | 77,876  |             |           |   | 69,129  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Inventories                                                       |                                                                                                                                                                             |                                            | 634,001 |             |           |   | 625,480 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Assets held for sale                                              |                                                                                                                                                                             |                                            | 4,730   |             |           |   | 4,745   |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Prepaid expenses and other current assets                         |                                                                                                                                                                             |                                            | 18,257  |             |           |   | 18,471  |         
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                             | Total current assets                       |         |             | 750,959   |   |         |          | 729,587   | 
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|Property and equipment, net                                       |                                                                                                                                                                             |                                            | 166,743 |             |           |   | 160,561 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Leasehold interests, net                                          |                                                                                                                                                                             |                                            | 8,109   |             |           |   | 8,341   |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Investment in and advances to joint venture                       |                                                                                                                                                                             |                                            | 3,127   |             |           |   |        |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Goodwill, net                                                     |                                                                                                                                                                             |                                            | 126,831 |             |           |   | 124,750 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Other assets, net                                                 |                                                                                                                                                                             |                                            | 11,626  |             |           |   | 12,413  |         
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                             | Total assets                               |         | $           | 1,067,395 |   |         | $        | 1,035,652 | 
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|LIABILITIES AND STOCKHOLDERS EQUITY                             
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Accounts payable                                                  |                                                                                                                                                                             | $                                          | 181,219 |             |           | $ | 168,770 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Accrued payroll and related expenses                              |                                                                                                                                                                             |                                            | 34,709  |             |           |   | 38,910  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Accrued expenses and other current liabilities                    |                                                                                                                                                                             |                                            | 60,087  |             |           |   | 50,663  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Current maturities of amounts due under Senior Credit Facility    |                                                                                                                                                                             |                                            | 3,340   |             |           |   | 3,340   |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Current maturities of capital lease obligations                   |                                                                                                                                                                             |                                            | 10,378  |             |           |   | 9,893   |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Deferred income taxes                                             |                                                                                                                                                                             |                                            | 1,417   |             |           |   | 1,417   |         
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                             | Total current liabilities                  |         |             | 291,150   |   |         |          | 272,993   | 
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|Amounts due under Senior Credit Facility                          |                                                                                                                                                                             |                                            | 513,480 |             |           |   | 505,480 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Obligations under 11% Senior Subordinated Notes                   |                                                                                                                                                                             |                                            | 81,250  |             |           |   | 81,250  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Obligations under capital leases                                  |                                                                                                                                                                             |                                            | 27,984  |             |           |   | 27,170  |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Deferred income taxes                                             |                                                                                                                                                                             |                                            | 5,801   |             |           |   | 5,801   |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Other                                                             |                                                                                                                                                                             |                                            | 7,528   |             |           |   | 8,411   |         
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                             | Total non-current liabilities              |         |             | 636,043   |   |         |          | 628,112   | 
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|Commitments and contingencies                                     |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Stockholders equity:                                             |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Common stock, $0.01 par value, 50,000,000 shares authorized;
	27,837,558 and 27,834,574 shares issued and outstanding at
	April 30, 2000 and January 30, 2000, respectively |                                            |         | 278         |           |   |         | 278      |          
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Additional paid-in capital                                                                                                                                                  |                                            |         | 291,040     |           |   |         | 291,004  |          
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Stockholder receivable                                                                                                                                                      |                                            |         | (682        | )         |   |         | (584     | )        
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Deferred compensation                                                                                                                                                       |                                            |         | (282        | )         |   |         | (324     | )        
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Accumulated deficit                                                                                                                                                         |                                            |         | (150,152    | )         |   |         | (155,827 | )        
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                             | Total stockholders equity                 |         |             | 140,202   |   |         |          | 134,547   | 
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         
|                                                                  |                                                                                                                                                                             | Total liabilities and stockholders equity |         | $           | 1,067,395 |   |         | $        | 1,035,652 | 
|                                                                  |                                                                                                                                                                             |                                            |         |             |           |   |         |         

The accompanying notes are an integral part of these consolidated
 financial statements.

1



---



CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


(in thousands, except share and per share data)


|                                                                                    |                                                                           |                      |            |         |  |   |            |         |  
|----------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | -------------------- | ---------- | ------- |  | - | ---------- | ------- | -
|                                                                                    |                                                                           |                     
|                                                                                    |                                                                           | Thirteen Weeks Ended
|                                                                                    |                                                                           |                     
|                                                                                    |                                                                           | April 30,            |            | May 2, 
|                                                                                    |                                                                           | 2000                 |            | 1999   
|                                                                                    |                                                                           |                      |            |        
|Net sales                                                                           |                                                                           | $                    | 356,354    |         |  | $ | 269,402    |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Cost of sales                                                                       |                                                                           |                      | 182,811    |         |  |   | 139,251    |        
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|Gross profit                                                                        |                                                                           |                      | 173,543    |         |  |   | 130,151    |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Other costs and expenses:                                                           |                                                                           |                      |            |         |  |   |            |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Operating and administrative                                              |                      |            | 135,354 |  |   |            | 106,389 |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Store closing costs                                                       |                      |            | 1,845   |  |   |            | 536     |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Transition and integration expenses                                       |                      |            | 11,447  |  |   |            |        |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Goodwill amortization                                                     |                      |            | 1,112   |  |   |            | 3       |  
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|Operating profit                                                                    |                                                                           |                      | 23,785     |         |  |   | 23,223     |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Interest expense, net                                                               |                                                                           |                      | 14,558     |         |  |   | 7,349      |        
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|Income before income taxes and cumulative effect of change in
	accounting principle |                                                                           |                      | 9,227      |         |  |   | 15,874     |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Income tax expense                                                                  |                                                                           |                      | 3,552      |         |  |   | 6,012      |        
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|Income before cumulative effect of change in accounting principle                   |                                                                           |                      | 5,675      |         |  |   | 9,862      |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Cumulative effect of change in accounting principle, net of $468
	of income taxes   |                                                                           |                      |           |         |  |   | (741       | )      
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|Net income                                                                          |                                                                           | $                    | 5,675      |         |  | $ | 9,121      |        
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|Basic earnings (loss) per share:                                                    |                                                                           |                      |            |         |  |   |            |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Income before cumulative effect of change in accounting principle         |                      | $          | 0.20    |  |   | $          | 0.36    |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Cumulative effect of change in accounting principle, net of
	income taxes |                      |            |        |  |   |            | (0.03   | )
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|                                                                                    | Net income                                                                |                      | $          | 0.20    |  |   | $          | 0.33    |  
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|Shares used in computing per share amounts                                          |                                                                           |                      | 27,836,587 |         |  |   | 27,785,264 |        
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|Diluted earnings (loss) per share:                                                  |                                                                           |                      |            |         |  |   |            |        
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Income before cumulative effect of change in accounting principle         |                      | $          | 0.20    |  |   | $          | 0.34    |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Cumulative effect of change in accounting principle, net of
	income taxes |                      |            |        |  |   |            | (0.02   | )
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|                                                                                    | Net income                                                                |                      | $          | 0.20    |  |   | $          | 0.32    |  
|                                                                                    |                                                                           |                      |            |         |  |   |            |        
|Shares used in computing per share amounts                                          |                                                                           |                      | 27,836,587 |         |  |   | 28,867,765 |        
|                                                                                    |                                                                           |                      |            |         |  |   |            |        

The accompanying notes are an integral part of these consolidated
 financial statements.

2



---



CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands, except share data)


|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |        |      |   |  |   |      |   |  |   |          |   |  |   |         |  
|------------------------------------------------- |  | ------------ | ---------- | ---------- |  | ----------- | --- | ---------- |  | ------------ | ------- | ------- |  | ------ | ---- | - |  | - | ---- | - |  | - | -------- | - |  | - | ------- | -
|                                                  |  |              |            |            |  |             |     |            |  |              |         |        
|                                                  |  | Common Stock |            | Additional |  |             |     |            |  |              |         |        
|                                                  |  |              |            | Paid-in    |  | Stockholder |     | Deferred   |  | Accumulated  |         | Total  
|                                                  |  | Shares       |            | Amount     |  | Capital     |     | Receivable |  | Compensation |         | Deficit |  | Equity
|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |       
|Balances at January 30, 2000                      |  |              | 27,834,574 |            |  | $           | 278 |            |  | $            | 291,004 |         |  | $      | (584 | ) |  | $ | (324 | ) |  | $ | (155,827 | ) |  | $ | 134,547 |  
|                                                 
|                                                 
|                                                 
|                                                 
|Amortization of deferred compensation (unaudited) |  |              |           |            |  |             |    |            |  |              |        |         |  |        |     |   |  |   | 42   |   |  |   |         |   |  |   | 42      |  
|                                                 
|                                                 
|                                                 
|                                                 
|Advances to stockholders (unaudited)              |  |              |           |            |  |             |    |            |  |              |        |         |  |        | (98  | ) |  |   |     |   |  |   |         |   |  |   | (98     | )
|                                                 
|                                                 
|                                                 
|                                                 
|Exercise of options (unaudited)                   |  |              | 2,984      |            |  |             |    |            |  |              | 36      |         |  |        |     |   |  |   |     |   |  |   |         |   |  |   | 36      |  
|                                                 
|                                                 
|                                                 
|                                                 
|Net income (unaudited)                            |  |              |           |            |  |             |    |            |  |              |        |         |  |        |     |   |  |   |     |   |  |   | 5,675    |   |  |   | 5,675   |  
|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |        |      |   |  |   |      |   |  |   |          |   |  |   |         |  
|Balances at April 30, 2000 (unaudited)            |  |              | 27,837,558 |            |  | $           | 278 |            |  | $            | 291,040 |         |  | $      | (682 | ) |  | $ | (282 | ) |  | $ | (150,152 | ) |  | $ | 140,202 |  
|                                                  |  |              |            |            |  |             |     |            |  |              |         |         |  |        |      |   |  |   |      |   |  |   |          |   |  |   |         |  

The accompanying notes are an integral part of these consolidated
 financial statements.

3



---



CSK AUTO CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


(in thousands)


|                                                       |                                                                                               |                                                                              |                                                                 |         |         |        |       |         |         |         |  
|------------------------------------------------------ | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | --------------------------------------------------------------- | ------- | ------- | ------ | ----- | ------- | ------- | ------- | -
|                                                       |                                                                                               |                                                                             
|                                                       |                                                                                               | Thirteen Weeks Ended                                                        
|                                                       |                                                                                               |                                                                             
|                                                       |                                                                                               | April 30,                                                                    |                                                                 | May 2, 
|                                                       |                                                                                               | 2000                                                                         |                                                                 | 1999   
|                                                       |                                                                                               |                                                                              |                                                                 |        
|Cash flows provided by (used in) operating activities: |                                                                                               |                                                                              |                                                                 |         |         |        |       |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income                                                                                    |                                                                              | $                                                               | 5,675   |         |        | $     | 9,121   |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Adjustments to reconcile net income to net cash provided by (used
	 in) operating activities: |                                                                              |                                                                 |         |         |        |       |         |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               | Depreciation and amortization of property and equipment                      |                                                                 |         | 7,727   |        |       |         | 5,586   |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               | Amortization of goodwill                                                     |                                                                 |         | 1,112   |        |       |         | 3       |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               | Amortization of leasehold interests                                          |                                                                 |         | 166     |        |       |         | 202     |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               | Amortization of other deferred charges                                       |                                                                 |         | 200     |        |       |         | 105     |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               | Amortization of deferred financing costs                                     |                                                                 |         | 540     |        |       |         | 238     |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               | Tax benefit relating to stock option exercises                               |                                                                 |         |        |        |       |         | 271     |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               | Cumulative effect of change in accounting principle, net of
	income taxes    |                                                                 |         |        |        |       |         | 741     |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               | Deferred income taxes                                                        |                                                                 |         |        |        |       |         | 3,713   |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               | Change in operating assets and liabilities, net of effects of
	acquisitions: |                                                                 |         |         |        |       |         |         |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               |                                                                              | Receivables                                                     |         |         | (8,536 | )     |         |         | (717    | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               |                                                                              | Inventories                                                     |         |         | (4,296 | )     |         |         | (26,951 | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               |                                                                              | Prepaid expenses and other current assets                       |         |         | 394    |       |         |         | (261    | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               |                                                                              | Accounts payable                                                |         |         | 8,724  |       |         |         | 10,432  |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               |                                                                              | Accrued payroll, accrued expenses and other current liabilities |         |         | 359    |       |         |         | 2,974   |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                               | Other operating activities                                                   |                                                                 |         | (1,175  | )      |       |         | (1,952  | )      
|                                                       |                                                                                               |                                                                              |                                                                 |         |         |        |       |        
|                                                       |                                                                                               | Net cash provided by operating activities                                    |                                                                 |         | 10,890  |        |       |         | 3,505   |        
|                                                       |                                                                                               |                                                                              |                                                                 |         |         |        |       |        
|Cash flows provided by (used in) investing activities: |                                                                                               |                                                                              |                                                                 |         |         |        |       |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Business acquisition, net of cash acquired                                                    |                                                                              |                                                                 | (600    | )       |        |       |        |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Capital expenditures                                                                          |                                                                              |                                                                 | (8,325  | )       |        |       | (11,473 | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Expenditures for assets held for sale                                                         |                                                                              |                                                                 |        |         |        |       | (1,517  | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Proceeds from sale of property and equipment and assets held for
	sale                        |                                                                              |                                                                 |        |         |        |       | 2,488   |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Investment in and advances to joint venture                                                   |                                                                              |                                                                 | (2,605  | )       |        |       |        |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Other investing activities                                                                    |                                                                              |                                                                 | (302    | )       |        |       | (19     | )      
|                                                       |                                                                                               |                                                                              |                                                                 |         |         |        |       |        
|                                                       |                                                                                               | Net cash used in investing activities                                        |                                                                 |         | (11,832 | )      |       |         | (10,521 | )      
|                                                       |                                                                                               |                                                                              |                                                                 |         |         |        |       |        
|Cash flows provided by (used in) financing activities: |                                                                                               |                                                                              |                                                                 |         |         |        |       |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Borrowings under Senior Credit Facility                                                       |                                                                              |                                                                 | 54,000  |         |        |       | 48,000  |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Payments under Senior Credit Facility                                                         |                                                                              |                                                                 | (46,000 | )       |        |       | (40,000 | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Payments on capital lease obligations                                                         |                                                                              |                                                                 | (2,603  | )       |        |       | (2,307  | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Recovery of stockholder receivable                                                            |                                                                              |                                                                 |        |         |        |       | 303     |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Advances to stockholders                                                                      |                                                                              |                                                                 | (98     | )       |        |       |        |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Exercise of options                                                                           |                                                                              |                                                                 | 36      |         |        |       | 441     |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Other financing activities                                                                    |                                                                              |                                                                 | (60     | )       |        |       |        |        
|                                                       |                                                                                               |                                                                              |                                                                 |         |         |        |       |        
|                                                       |                                                                                               | Net cash provided by financing activities                                    |                                                                 |         | 5,275   |        |       |         | 6,437   |        
|                                                       |                                                                                               |                                                                              |                                                                 |         |         |        |       |        
|                                                       |                                                                                               | Net increase in cash and cash equivalents                                    |                                                                 |         | 4,333   |        |       |         | (579    | )      
|                                                      
|                                                      
|                                                      
|                                                      
|Cash and cash equivalents, beginning of period         |                                                                                               |                                                                              | 11,762                                                          |         |         |        | 7,490 |        
|                                                       |                                                                                               |                                                                              |                                                                 |         |         |        |       |        
|Cash and cash equivalents, end of period               |                                                                                               | $                                                                            | 16,095                                                          |         |         | $      | 6,911 |        
|                                                       |                                                                                               |                                                                              |                                                                 |         |         |        |       |        

The accompanying notes are an integral part of these consolidated
 financial statements.

4



---



CSK AUTO CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Thirteen Weeks Ended April 30, 2000


CSK Auto Corporation is a holding company. At April 30,
2000, CSK Auto Corporation had no business activity other than
its investment in CSK Auto, Inc., a wholly-owned subsidiary
(Auto). On a consolidated basis, CSK Auto Corporation
 and Auto are referred to herein as the Company.

Auto is a specialty retailer of automotive after-market parts and
 accessories. At April 30, 2000, the Company operated 1,138
stores in 19 Western and Northern Plains states as a fully
integrated company under three brand names: Checker Auto Parts,
founded in 1969 and operating in the Southwestern, Rocky Mountain
 and Northern Plains states; Schucks Auto Supply, founded
in 1917 and operating in the Pacific Northwest; and Kragen Auto
Parts, founded in 1947 and operating primarily in California.

Note 1  Basis of Presentation

The unaudited consolidated financial statements included herein
were prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission, but do not
 include all information and footnotes required by generally
accepted accounting principles. In the opinion of management, the
 condensed consolidated financial statements reflect all
adjustments, which are of a normal recurring nature, necessary
for a fair presentation of the Companys financial position
and the results of its operations and cash flows. The
accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements and
related notes thereto for the fiscal year ended January 30,
2000, as included in the Companys Annual Report on
Form 10-K filed on April 28, 2000.

Note 2  Inventories

Inventories are valued at the lower of cost or market, cost being
 determined utilizing the last-in, first-out (LIFO) method.
An actual valuation of inventory under the LIFO method can only
be calculated at the end of a fiscal year based upon the
inventory levels and costs at that time. Accordingly, interim
LIFO calculations reflected herein are based upon
managements estimates of year-end inventory levels and
costs. The replacement cost of inventories approximated $555.8
million and $548.3 million at April 30, 2000 and
January 30, 2000, respectively.

Note 3  Earnings Per Share

Calculation of shares used in computing per share amounts is
summarized as follows (unaudited):

|                                             |                     |                      |            |            |  |  |            |            | 
|-------------------------------------------- | ------------------- | -------------------- | ---------- | ---------- |  |  | ---------- | ---------- | 
|                                             |                     |                     
|                                             |                     | Thirteen Weeks Ended
|                                             |                     |                     
|                                             |                     | April 30,            |            | May 2,    
|                                             |                     | 2000                 |            | 1999      
|                                             |                     |                      |            |           
|Common stock outstanding:                    |                     |                      |            |            |  |  |            |           
|                                            
|                                            
|                                            
|                                            
|                                             | Beginning of period |                      |            | 27,834,574 |  |  |            | 27,768,832 | 
|                                             |                     |                      |            |            |  |  |            |           
|                                             | End of period       |                      |            | 27,837,558 |  |  |            | 27,805,466 | 
|                                             |                     |                      |            |            |  |  |            |           
|Issued during the period                     |                     |                      | 2,984      |            |  |  | 36,634     |           
|                                             |                     |                      |            |            |  |  |            |           
|Weighted average number of shares (Basic)    |                     |                      | 27,836,587 |            |  |  | 27,785,264 |           
|                                            
|                                            
|                                            
|                                            
|Effects of dilutive securities               |                     |                      |           |            |  |  | 1,082,501  |           
|                                             |                     |                      |            |            |  |  |            |           
|Weighted average number of shares (Dilutive) |                     |                      | 27,836,587 |            |  |  | 28,867,765 |           
|                                             |                     |                      |            |            |  |  |            |           

5



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Note 4  Investment in Joint Venture

On March 1, 2000, the Company participated in the formation
of a new joint venture, PartsAmerica.com (PA), with
Advance Auto Parts and Sequoia Capital. PA will be engaged in the
 sale of automotive parts and accessories via e-commerce. PA will
 operate independently from its partners and will utilize both
CSKs and Advances existing logistic systems to
support its web-based operations.

In exchange for approximately 37% of the outstanding equity of
PA, the Company has incurred costs of approximately $3.1 million,
 which include associated transaction costs. Of the total costs
incurred, approximately $2.6 million was paid during the first
quarter of fiscal 2000 and approximately $0.5 million has been
accrued and is included in accrued expenses and other current
liabilities in the accompanying consolidated balance sheet. The
Company is accounting for its investment in PA under the equity
method. Accordingly, the Company will recognize its proportionate
 share of PAs net income or loss, which to date has been
immaterial. As of April 30, 2000, the investment in and
advances to joint venture in the accompanying consolidated
balance sheet includes the investment in PA of $3.1 million.

Note 5  Store Acquisition

On April 27, 2000, the Company acquired substantially all of
 the assets of All-Car Distributors, Inc. (AllCar),
an operator of 22 stores in Wisconsin and Michigan. Under the
terms of the agreement, the Company paid approximately $711,000
in cash, which includes associated transaction costs, for the
assets of AllCar and assumed vendor accounts payable and certain
indebtedness and accrued expenses. In addition, the Company is
subject to an additional payment of approximately $215,000 upon
satisfaction of certain conditions. The AllCar acquisition was
accounted for under the purchase method of accounting.
Accordingly, the results of operations of these stores are
included in the consolidated operating results of the Company
from April 28, 2000, the first day of operations subsequent
to the acquisition. The financial statements reflect the
preliminary allocation of the purchase price, based on estimated
fair values at the date of acquisition, pending final
determination of certain acquired balances, principally
inventories.

The AllCar stores are serviced out of the Companys
Minneapolis Distribution Center and will be converted to the
Checker name and store format and integrated into the
Companys operations. In connection with the integration of
the AllCar stores, the Company will incur one-time transition and
 integration expenses estimated to be $2.0 million, consisting
primarily of grand opening advertising, training and
re-merchandising costs. Approximately $0.1 million of such
expenses were incurred during the first quarter of fiscal 2000
with the balance expected to be incurred during the second and
third quarters of fiscal 2000. In addition, the Company expects
to incur capital expenditures estimated to be $2.0 million,
consisting primarily of expenditures related to equipment, store
fixtures, signage and the installation of the Companys
store-level information systems in the AllCar stores. These
capital expenditures are expected to be incurred during the
second and third quarters of fiscal 2000.

The following summarizes the preliminary purchase price
allocation for the AllCar acquisition consummated during the
first quarter of fiscal 2000 (in thousands):

|               |                      |                               |   |        |     | 
|-------------- | -------------------- | ----------------------------- | - | ------ | --- | 
|              
|              
|              
|              
|Fair value of: |                      |                               |   |       
|              
|              
|              
|              
|               | Assets acquired      |                               | $ | 8,730  |    
|              
|              
|              
|              
|               | Liabilities acquired |                               |   | (8,019 | )  
|               |                      |                               |   |       
|               |                      | Cash paid                     |   |        | 711 | 
|              
|              
|              
|              
|               | Cash acquired        |                               |   | (111   | )  
|               |                      |                               |   |       
|               |                      | Net cash paid for acquisition |   | $      | 600 | 
|               |                      |                               |   |       

6



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Note 6  Legal Matters

As previously disclosed, on May 4, 1998, a lawsuit was filed
 against the Company in the Superior Court in San Diego,
California. The case was brought by two former store managers and
 a former senior assistant manager. It purports to be a class
action for all present and former California store managers and
senior assistant managers and seeks overtime pay for a period
beginning in May 1995 as well as injunctive relief requiring
overtime pay in the future. The Company has also been served with
 two other lawsuits purporting to be class actions filed in
California state courts in Orange and Fresno Counties by thirteen
 other former and current employees. These lawsuits include
similar claims to the San Diego lawsuit, except that they also
include claims for unfair business practices which seek overtime
from October 1994. The Orange County lawsuit initially
included claims for punitive damages and unlawful conversion, but
 the Court subsequently dismissed both of these claims.

The three cases have been coordinated before one
judge in San Diego County. Discovery has been conducted by the
parties. On January 19, 2000, as amended on January 27,
 2000, the judge issued an order allowing the coordinated
lawsuits to proceed as class actions, with class periods of
May 1994 through January 2000 for store managers and
October 1994 through July 1997 for senior assistant
managers.

Although the Company cannot estimate the potential loss or range
of loss at this time, if these cases are adversely decided, the
Company believes that the aggregate potential exposure could be
material to results of operations or cash flows for the year in
which the cases are ultimately decided. However, as previously
disclosed, the Company does not believe that such an adverse
outcome, if it were to happen, would materially affect its
financial position, operations or cash flows in subsequent
periods. Although at this stage in the litigation it is difficult
 to predict its outcome with any certainty, the Company believes
that there are meritorious defenses to these cases and intends to
 defend them vigorously.

The Company was served on March 8, 2000 with a complaint
filed in Federal Court in the Eastern District of New York by the
 Coalition for a Level Playing Field, L.L.C. and 179 individual
auto parts dealers alleging that the Company and seven other auto
 parts dealers (AutoZone, Inc., Wal-Mart Stores, Inc., Advance
Stores Company, Inc., Discount Auto, Inc., The Pep
Boys  Manny, Moe and Jack, Inc., OReilly
Automotive, Inc., and Keystone Automotive Operations, Inc.)
violated the Robinson-Patman Act. Only 14 of the individual
plaintiffs asserted claims against the Company, and three of
those have voluntarily dismissed their claims without prejudice.
The complaint alleges that the Company and other defendants
knowingly either induced or received discriminatory prices from
large suppliers, allegedly in violation of Section 2(a) and
2(f) of the Robinson-Patman Act, as well as receiving
compensation from large suppliers for services not performed for
those suppliers, allegedly in violation of Section 2(c) of
the Robinson-Patman Act. The complaint seeks injunctive relief
against all defendants and seeks treble damages on behalf of the
individual auto parts dealers who are plaintiffs, plus
attorneys fees. The complaint alleges that the estimated
average damage amount per plaintiff is $1,000,000 (and more for
those plaintiffs that are wholesale distributors and not simply
jobbers) before trebling. The Company believes the suit is
without merit and plans to vigorously defend it.

The Company currently and from time to time is involved in other
litigation incidental to the conduct of its business. The damages
 claimed in some of this litigation are substantial. Although the
 amount of liability that may result from these matters cannot be
 ascertained, the Company does not currently believe that, in the
 aggregate, they will result in liabilities material to its
consolidated financial condition, results of operations or cash
flows.

7



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Note 7  Store Closing Costs

The Company provides an allowance for estimated costs to be
incurred in connection with store closures. Such costs are
recognized when a store is specifically identified, costs can be
estimated and closure is planned to be completed within the next
twelve months. The allowance for store closing costs is included
in accrued expenses in the accompanying financial statements, and
 consists primarily of future rents to be paid over the remaining
 terms of the master lease agreement for stores, net of estimated
 sub-lease recoveries. Future rents will be incurred through the
expiration of the non-cancelable leases.

Activity in the provision for store closings and the related
store closing costs for the thirteen weeks ended April 30,
2000, is as follows (in thousands):

|                             |                                 |                           |        |       |       | 
|---------------------------- | ------------------------------- | ------------------------- | ------ | ----- | ----- | 
|                            
|                            
|                            
|                            
|Balance, at January 30, 2000 |                                 | $                         | 4,802  |      
|                            
|                            
|                            
|                            
|Store closings costs:        |                                 |                           |        |      
|                            
|                            
|                            
|                            
|                             | Store closings costs, gross     |                           |        | 1,886 |      
|                            
|                            
|                            
|                            
|                             | Adjustments to prior year plans |                           |        | (41   | )    
|                             |                                 |                           |        |      
|                             |                                 | Store closings costs, net |        |       | 1,845 | 
|                            
|                            
|                            
|                            
|Payments                     |                                 |                           | (3,457 | )    
|                             |                                 |                           |        |      
|Balance, at April 30, 2000   |                                 | $                         | 3,190  |      
|                             |                                 |                           |        |      

During the period that they remain open for business, the rent
and other operating expenses for the stores to be closed continue
 to be reflected in the Companys normal operating expenses.

Adjustments to prior plans relate to costs for store closures
that were accrued in prior periods but withdrawn from the
Companys store closure plan in the period of adjustment.
Such withdrawals are due to subsequent improvements in the
underlying economics of the stores performance or (in the
case of store relocation) because the Company was unable to
secure a previously identified site upon acceptable lease terms.
Further significant changes to the strategic plan are not
considered likely. All relocations and store closings are
anticipated to be completed within twelve months of accrual and
only after costs can be estimated.

Other cost revisions are comprised of changes in expected future
rental costs for vacant or sub-leased store locations, which are
due largely to early terminations of lease agreements.

At April 30, 2000, there were 13 stores remaining to be
 closed under the Companys store closing plans, comprised
of the following:

|            |  |              |    |            |  |        |     |            |  |  |     |   |  |  |    | 
|----------- |  | ------------ | -- | ---------- |  | ------ | --- | ---------- |  |  | --- | - |  |  | -- | 
|            |  | Stores in    |    | Plan       |  | Stores |     | Balance to
|Fiscal Year |  | Closing Plan |    | Amendments |  | Closed |     | Be Closed 
|            |  |              |    |            |  |        |     |           
|1996        |  |              | 91 |            |  |        | (17 | )          |  |  | (73 | ) |  |  | 1  | 
|           
|           
|           
|           
|1997        |  |              | 36 |            |  |        | (13 | )          |  |  | (20 | ) |  |  | 3  | 
|           
|           
|           
|           
|1998        |  |              | 24 |            |  |        | (5  | )          |  |  | (19 | ) |  |  |   | 
|           
|           
|           
|           
|1999        |  |              | 87 |            |  |        | (2  | )          |  |  | (77 | ) |  |  | 8  | 
|           
|           
|           
|           
|2000        |  |              | 2  |            |  |        |    |            |  |  | (1  | ) |  |  | 1  | 
|            |  |              |    |            |  |        |     |            |  |  |     |   |  |  |    | 
|            |  |              |    |            |  |        |     |            |  |  |     |   |  |  | 13 | 

8



---



CSK AUTO CORPORATION AND SUBSIDIARY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Item 2.  Managements Discussion and
Analysis of Financial Condition and Results of Operations

Overview

Our business is somewhat seasonal in nature, with the highest
sales occurring in the summer months of June through August
(overlapping our second and third fiscal quarters). Our business
is, in addition, affected by weather conditions. While unusually
severe or inclement weather tends to reduce sales, as our
customers tend to defer elective maintenance during such periods,
 extremely hot and cold temperatures tend to enhance sales by
causing auto parts to fail and sales of seasonal products to
increase.

Results of Operations

The following table expresses the statements of operations as a
percentage of sales for the periods shown:

|                                                                                    |  |                      |       |        |  |  |       |  
|----------------------------------------------------------------------------------- |  | -------------------- | ----- | ------ |  |  | ----- | -
|                                                                                    |  |                     
|                                                                                    |  | Thirteen Weeks Ended
|                                                                                    |  |                     
|                                                                                    |  | April 30,            |       | May 2,
|                                                                                    |  | 2000                 |       | 1999  
|                                                                                    |  |                      |       |       
|Net sales                                                                           |  |                      | 100.0 | %      |  |  | 100.0 | %
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Cost of sales                                                                       |  |                      | 51.3  |        |  |  | 51.7  |  
|                                                                                    |  |                      |       |        |  |  |       |  
|Gross profit                                                                        |  |                      | 48.7  |        |  |  | 48.3  |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Operating and administrative                                                        |  |                      | 38.0  |        |  |  | 39.5  |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Store closing costs                                                                 |  |                      | 0.5   |        |  |  | 0.2   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Transition and integration expenses                                                 |  |                      | 3.2   |        |  |  |      |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Goodwill amortization                                                               |  |                      | 0.3   |        |  |  |      |  
|                                                                                    |  |                      |       |        |  |  |       |  
|Operating profit                                                                    |  |                      | 6.7   |        |  |  | 8.6   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Interest expense, net                                                               |  |                      | 4.1   |        |  |  | 2.7   |  
|                                                                                    |  |                      |       |        |  |  |       |  
|Income before income taxes and cumulative effect of change in
	accounting principle |  |                      | 2.6   |        |  |  | 5.9   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Income tax expense                                                                  |  |                      | 1.0   |        |  |  | 2.2   |  
|                                                                                    |  |                      |       |        |  |  |       |  
|Income before cumulative effect of change in accounting principle                   |  |                      | 1.6   |        |  |  | 3.7   |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Cumulative effect of change in accounting principle, net of
	income taxes           |  |                      |      |        |  |  | (0.3  | )
|                                                                                    |  |                      |       |        |  |  |       |  
|Net income                                                                          |  |                      | 1.6   | %      |  |  | 3.4   | %
|                                                                                    |  |                      |       |        |  |  |       |  

Thirteen Weeks Ended April 30, 2000 Compared to Thirteen
Weeks Ended May 2, 1999

Net sales for the thirteen weeks ended April 30, 2000 (the
first quarter of fiscal 2000) increased $87.0
million, or 32.3%, over net sales for the thirteen week period
ended May 2, 1999 (the first quarter of fiscal
1999). This increase reflects both a comparable store sales
 increase of 4% and an increase in the number of stores operated.
 During the first quarter of fiscal 2000, we acquired 22 stores,
opened 12 stores, expanded one store and closed
16 stores due to acquisition related overlap. At
April 30, 2000, we had 1,138 stores in operation compared to
 822 stores at the end of the first quarter of fiscal 1999.

Gross profit for the first quarter of fiscal 2000 was $173.5
million, or 48.7% of net sales, compared to $130.2 million, or
48.3% of net sales, for the comparable period of fiscal 1999. The
 increase in gross profit percentage primarily resulted from our
ability to obtain generally better pricing and more favorable
terms and support from our vendors due to increased purchase
volume and improved financial performance.

Operating and administrative expenses increased by $29.0 million
to $135.4 million, or 38.0% of net sales, for the first quarter
of fiscal 2000 from $106.4 million, or 39.5% of net sales, for
the comparable period of fiscal 1999. The dollar increase is
primarily the result of the operating costs of new stores. The
decrease as a percent of sales resulted from a leveraging of
fixed costs over an expanded sales base.

Operating profit increased to $23.8 million, or 6.7% of net
sales, for the first quarter of fiscal 2000 compared to $23.2
million, or 8.6% of net sales, for the comparable period of
fiscal 1999, due to the factors

9



---





Interest expense for the first quarter of fiscal 2000 totaled
$14.6 million compared to $7.3 million for the first quarter of
fiscal 1999. The expense increased primarily as a result of the
additional indebtedness incurred to fund the Big Wheel and AGA
acquisitions.

Income tax expense for the first quarter of fiscal 2000 was $3.6
million, compared to income tax expense of $6.0 million for the
comparable period of fiscal 1999. Our effective tax rate
increased slightly during the 2000 period to approximately 38.5%
of pre-tax income from approximately 37.9% in the comparable 1999
 period as a result of certain tax credits that were realized in
the prior period which were not available in the current period.

As a result of the above factors, net income decreased to $5.7
million, or $0.20 per diluted common share, for the first quarter
 of fiscal 2000, compared to a net income of $9.1 million, or
$0.32 per diluted common share, for the first quarter of fiscal
1999.

Liquidity and Capital Resources

Overview

Our primary cash requirements include working capital (primarily
inventory), debt service obligations and capital expenditures. We
 finance our cash requirements with cash flow from operations,
funds from our leasing facility and borrowings under our
revolving credit facility. At April 30, 2000, we had net
working capital of approximately $459.8 million and total
liquidity (cash plus availability under our revolving credit
facility) of approximately $39.3 million. Under off-balance sheet
 operating lease facilities that are used to finance new store
construction, we have $109.4 million of available funding for the
 acquisition and development of new stores through
December 31, 2000. Of the available funding, $7.7 million
has been committed to fund previously identified sites. We
believe that cash flow from operations combined with the
availability of funds under the leasing facility and the
revolving credit facility will be sufficient to support our
operations and liquidity requirements for the foreseeable future.

For the thirteen week period ended April 30, 2000, net cash
provided by operating activities was $10.9 million compared to
$3.5 million of cash provided by operating activities during the
comparable period of fiscal 1999. The largest component of the
change in cash flows from operating activities relates to our
investment in inventories, where $4.3 million of cash was used
during the first quarter of fiscal 2000 compared to $27.0 million
 used for such purposes during the 1999 period. The reduced
investment in inventories reflects the rationalization of
inventories purchased in connection with our 1999 acquisitions
and a stabilization of inventory levels in support of our
commercial sales efforts. Further significant investment in
inventories to expand the depth and breadth of our replacement
part offerings is not anticipated at this time.

Net cash used in investing activities totaled $11.8 million for
the first quarter of fiscal 2000, compared to $10.5 million in
the comparable period of fiscal 1999. The increase in cash used
in investing activities was primarily the result of a $2.6
million investment in and advances to PartsAmerica.com (see
Note 4 to the Consolidated Financial Statements) and the
payment of $0.6 million in connection with the AllCar acquisition
 (see Note 5 to the Consolidated Financial Statements).

Net cash provided by financing activities totaled $5.3 million in
 the first quarter of fiscal 2000 compared to $6.4 million in the
 comparable period of fiscal 1999. The largest component in the
change in net cash provided by financing activities was proceeds
from stock option exercises, where approximately $36,000 was
received during the first quarter of fiscal 2000 compared to $0.4
 million during the 1999 period. In addition, during the first
quarter of fiscal 2000 we advanced $0.1 million to stockholders
in connection with common stock purchases by certain members of
management and recovered $0.3 million of stockholder receivables
during the comparable 1999 period.

10



---



Store Activity

On April 27, 2000, we acquired substantially all of the
assets of All-Car Distributors, Inc. (AllCar), an
operator of 22 stores in Wisconsin and Michigan. Under the terms
of the agreement, we paid approximately $711,000 in cash, which
includes associated transaction costs, for the assets of AllCar
and assumed vendor accounts payable and certain indebtedness and
accrued expenses. In addition, we are subject to an additional
payment of approximately $215,000 upon satisfaction of certain
conditions. The AllCar acquisition was accounted for under the
purchase method of accounting. Accordingly, the results of
operations of these stores are included in the consolidated
operating results from April 28, 2000, the first day of
operations subsequent to the acquisition. The financial
statements reflect the preliminary allocation of the purchase
price, based on estimated fair values at the date of acquisition,
 pending final determination of certain acquired balances,
principally inventories.

The AllCar stores are serviced out of our Minneapolis
Distribution Center and will be converted to the Checker name and
 store format and integrated into our operations. In connection
with the integration of the AllCar stores, we will incur one-time
 transition and integration expenses estimated to be $2.0
million, consisting primarily of grand opening advertising,
training and re-merchandising costs. Approximately
$0.1 million of such expenses were incurred during the first
 quarter of fiscal 2000 with the balance expected to be incurred
during the second and third quarters of fiscal 2000. In addition,
 we expect to incur capital expenditures estimated to be $2.0
million, consisting primarily of expenditures related to
equipment, store fixtures, signage and the installation of our
store-level information systems in the AllCar stores. These
capital expenditures are expected to be incurred during the
second and third quarters of fiscal 2000.

In connection with our fiscal 1999 acquisitions of the Big Wheel
and AGA stores, we incurred one-time transition and integration
expenses of approximately $11.4 million during the first quarter
of fiscal 2000, consisting primarily of grand opening
advertising, training and re-merchandising costs. In addition, we
 incurred $4.1 million of capital expenditures, consisting
primarily of expenditures related to equipment, store fixtures,
signage and the installation of our store-level information
systems in these stores.

During the first quarter of fiscal 2000, we acquired 22 stores,
opened 12 stores, expanded one store and closed 16 stores due to
acquisition overlap. We anticipate that the majority of new,
relocated or expanded stores will be financed under arrangements
structured as operating leases that require limited capital
expenditures by us except for fixtures and store equipment.

Store Closing Costs

We provide an allowance for estimated costs to be incurred in
connection with store closures. Such costs are recognized when a
store is specifically identified, costs can be estimated and
closure is planned to be completed within the next twelve months.
 The allowance for store closing costs is included in accrued
expenses in the accompanying financial statements, and consists
primarily of future rents to be paid over the remaining terms of
the master lease agreement for stores, net of estimated sub-lease
 recoveries. Future rents will be incurred through the expiration
 of the non-cancelable leases.

Activity in the provision for store closings and the related
store closing costs for the thirteen weeks ended April 30,
2000, is as follows (in thousands):

|                             |                                 |                           |        |       |       | 
|---------------------------- | ------------------------------- | ------------------------- | ------ | ----- | ----- | 
|                            
|                            
|                            
|                            
|Balance, at January 30, 2000 |                                 | $                         | 4,802  |      
|                            
|                            
|                            
|                            
|Store closings costs:        |                                 |                           |        |      
|                            
|                            
|                            
|                            
|                             | Store closings costs, gross     |                           |        | 1,886 |      
|                            
|                            
|                            
|                            
|                             | Adjustments to prior year plans |                           |        | (41   | )    
|                             |                                 |                           |        |      
|                             |                                 | Store closings costs, net |        |       | 1,845 | 
|                            
|                            
|                            
|                            
|Payments                     |                                 |                           | (3,457 | )    
|                             |                                 |                           |        |      
|Balance, at April 30, 2000   |                                 | $                         | 3,190  |      
|                             |                                 |                           |        |      

11



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During the period that they remain open for business, the rent
and other operating expenses for the stores to be closed continue
 to be reflected in our normal operating expenses.

Adjustments to prior plans relate to costs for store closures
that were accrued in prior periods but withdrawn from our store
closure plan in the period of adjustment. Such withdrawals are
due to subsequent improvements in the underlying economics of the
 stores performance or (in the case of store relocation)
because we were unable to secure a previously identified site
upon acceptable lease terms. Further significant changes to the
strategic plan are not considered likely. All relocations and
store closings are anticipated to be completed within twelve
months of accrual and only after costs can be estimated.

Other cost revisions are comprised of changes in expected future
rental costs for vacant or sub-leased store locations, which are
due largely to early terminations of lease agreements.

At April 30, 2000, there were 13 stores remaining to be
closed under our store closing plans, comprised of the following:

|            |  |              |    |            |  |        |     |            |  |  |     |   |  |  |    | 
|----------- |  | ------------ | -- | ---------- |  | ------ | --- | ---------- |  |  | --- | - |  |  | -- | 
|            |  | Stores in    |    | Plan       |  | Stores |     | Balance to
|Fiscal Year |  | Closing Plan |    | Amendments |  | Closed |     | Be Closed 
|            |  |              |    |            |  |        |     |           
|1996        |  |              | 91 |            |  |        | (17 | )          |  |  | (73 | ) |  |  | 1  | 
|           
|           
|           
|           
|1997        |  |              | 36 |            |  |        | (13 | )          |  |  | (20 | ) |  |  | 3  | 
|           
|           
|           
|           
|1998        |  |              | 24 |            |  |        | (5  | )          |  |  | (19 | ) |  |  |   | 
|           
|           
|           
|           
|1999        |  |              | 87 |            |  |        | (2  | )          |  |  | (77 | ) |  |  | 8  | 
|           
|           
|           
|           
|2000        |  |              | 2  |            |  |        |    |            |  |  | (1  | ) |  |  | 1  | 
|            |  |              |    |            |  |        |     |            |  |  |     |   |  |  |    | 
|            |  |              |    |            |  |        |     |            |  |  |     |   |  |  | 13 | 

Year 2000 Conversion

Historically, certain computerized systems have used two digits
rather than four to define the applicable year. Computer
equipment and software and devices with imbedded technology that
are time-sensitive may recognize a date using 00 as
the year 1900 rather than the year 2000. As a result, the
possibility existed on January 1, 2000 that these computer
programs would fail from an inability to interpret date codes
properly. This problem is generally referred to as the Year
 2000 issue.

During fiscal 1997, we began a comprehensive review of our
systems and applications for Year 2000 compliance. We also
engaged an independent advisor to evaluate and assist us with our
 Year 2000 program. Our efforts have included both information
technology, such as purchased software and point-of-sale computer
 systems, and non-information technology equipment, such as
warehouse conveyor systems, in our evaluations. In addition, we
identified our key third-party business partners and coordinated
with them to address potential Year 2000 issues. These issues
include data exchange with us as well as their shipping and
warehousing processes.

During the fourth quarter of fiscal 1999, we completed our Year
2000 identification, assessment, remediation and testing efforts,
 although we will continue to monitor systems through the
remainder of fiscal 2000. We also finalized contingency plans,
which include: switching vendors, back-up systems and manual
processes, and the potential stockpiling of certain products.
During the first quarter of fiscal 2000, we did not incur any
costs associated with the Year 2000 issue and we do not
anticipate incurring any substantial costs during the remaining
three quarters of fiscal 2000 in connection with the Year 2000
issue.

As a result of our planning and remediation efforts, we have
experienced no significant business disruption in our systems as
a result of the Year 2000 issue. In addition, as of the date of
this filing, we have not experienced any Year 2000 operational or
 financial interruptions, either internally or externally with
vendors or service providers, nor are any expected. Although we
believe that we have successfully avoided any significant
business disruption, we will continue to monitor all critical
systems for the appearance of delayed complications or
disruptions. In addition, we will continue to monitor any
problems encountered by vendors, distributors or service
providers throughout fiscal 2000 to ensure that any latent Year
2000 matters that may arise are promptly addressed. However, if
any problems are encountered during fiscal 2000 and we do not

12



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Forward-looking Statements

The foregoing Managements Discussion and Analysis contains
certain forward-looking statements about the future performance
of the Company that are based on managements assumptions
and beliefs in light of the information currently available.
These forward-looking statements are subject to uncertainties and
 other factors that could cause actual results to differ
materially from those statements. Factors that may cause
differences are identified in our Annual Report on
Form 10-K, and are incorporated herein by reference.

13



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PART II

OTHER INFORMATION

Item 1.  Legal Proceedings

As previously disclosed, on May 4, 1998, a lawsuit was filed
 against us in the Superior Court in San Diego, California. The
case was brought by two former store managers and a former senior
 assistant manager. It purports to be a class action for all
present and former California store managers and senior assistant
 managers and seeks overtime pay for a period beginning in
May 1995 as well as injunctive relief requiring overtime pay
 in the future. We have also been served with two other lawsuits
purporting to be class actions filed in California state courts
in Orange and Fresno Counties by thirteen other former and
current employees. These lawsuits include similar claims to the
San Diego lawsuit, except that they also include claims for
unfair business practices which seek overtime from
October 1994. The Orange County lawsuit initially included
claims for punitive damages and unlawful conversion, but the
Court subsequently dismissed both of these claims.

The three cases have been coordinated before one
judge in San Diego County. Discovery has been conducted by the
parties. On January 19, 2000, as amended on January 27,
 2000, the judge issued an order allowing the coordinated
lawsuits to proceed as class actions, with class periods of
May 1994 through January 2000 for store managers and
October 1994 through July 1997 for senior assistant
managers.

Although we cannot estimate the potential loss or range of loss
at this time, if these cases are adversely decided, we believe
that the aggregate potential exposure could be material to
results of operations or cash flows for the year in which the
cases are ultimately decided. However, as previously disclosed,
we do not believe that such an adverse outcome, if it were to
happen, would materially affect our financial position,
operations or cash flows in subsequent periods. Although at this
stage in the litigation it is difficult to predict its outcome
with any certainty, we believe that there are meritorious
defenses to these cases and intend to defend them vigorously.

We were served on March 8, 2000 with a complaint filed in
Federal Court in the Eastern District of New York by the
Coalition for a Level Playing Field, L.L.C. and 179 individual
auto parts dealers alleging that we and seven other auto parts
dealers (AutoZone, Inc., Wal-Mart Stores, Inc., Advance Stores
Company, Inc., Discount Auto, Inc., The Pep Boys 
Manny, Moe and Jack, Inc., OReilly Automotive, Inc., and
Keystone Automotive Operations, Inc.) violated the
Robinson-Patman Act. Only 14 of the individual plaintiffs
asserted claims against us, and three of those have voluntarily
dismissed their claims without prejudice. The complaint alleges
that we and other defendants knowingly either induced or received
 discriminatory prices from large suppliers, allegedly in
violation of Section 2(a) and 2(f) of the Robinson-Patman
Act, as well as receiving compensation from large suppliers for
services not performed for those suppliers, allegedly in
violation of Section 2(c) of the Robinson-Patman Act. The
complaint seeks injunctive relief against all defendants and
seeks treble damages on behalf of the individual auto parts
dealers who are plaintiffs, plus attorneys fees. The
complaint alleges that the estimated average damage amount per
plaintiff is $1,000,000 (and more for those plaintiffs that are
wholesale distributors and not simply jobbers) before trebling.
We believe the suit is without merit and plan to vigorously
defend it.

We currently and from time to time are involved in other
litigation incidental to the conduct of our business. The damages
 claimed in some of this litigation are substantial. Although the
 amount of liability that may result from these matters cannot be
 ascertained, we do not currently believe that, in the aggregate,
 they will result in liabilities material to its consolidated
financial condition, results of operations or cash flows.

Item 2.  Changes in Securities and Use of
Proceeds

NONE

Item 3.  Defaults upon Senior Securities

NONE

14



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Item 4.  Submission of Matters to a Vote of
Security Holders

NONE

Item 5.  Other Information

NONE

Item 6.  Exhibits and Reports on
Form 8-K

(a)  Exhibits:

|      |  |                                                                                                                                                                                                  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.01  |  | Restated Certificate of Incorporation of the Company,
	incorporated herein by reference to Exhibit 3.01 of the
	Companys annual report on Form 10-K, filed on
	May 4, 1998 (File No. 001-13927).
|3.02  |  | Certificate of Correction of the Company, incorporated herein by
	reference to Exhibit 3.02 of the Companys annual
	report on Form 10-K, filed on May 4, 1998 (File
	No.  001-13927).           
|3.03  |  | Amended and Restated By-Laws of the Company, incorporated herein
	by reference to Exhibit 3.03 of the Companys annual
	report on Form 10-K, filed on April 28, 1999 (File
	No.  001-13927).     
|27.01 |  | Financial Data Schedule.                                                                                                                                                                         

(b)  Reports on Form 8-K:

On January 31, 2000, we filed a current report on
Form 8-K to report, under Item 5 thereof, the status of
 our legal proceedings.

On March 17, 2000, we filed a current report on
Form 8-K/ A to amend our October 15, 1999
Form 8-K. (The Form 8-K had been filed to report, under
 Item 2 thereof, the acquisition of all the issued and
outstanding stock of Als and Grand Auto Supply, Inc. (f/k/a
 PACCAR Automotive, Inc.) from PACCAR, Inc. We did not include
any financial statements in such Form 8-K). The
Form 8-K/ A included, in item 7 thereof, the following
financial statements:



| |                                                                                                     
| | ----------------------------------------------------------------------------------------------------
| | Audited Financial Statements                                                                        
| | Report on Independent Auditors                                                                      
| | Consolidated Balance Sheet as of December 25, 1998                                                  
| | Consolidated Statement of Income for the year ended
	December 25, 1998                              
| | Consolidated Statement of Stockholders Equity for the year
	ended December  25, 1998               
| | Consolidated Statement of Cash Flows for the year ended
	December 25, 1998                          
| | Notes to Consolidated Financial Statements                                                          
|
| | Unaudited Interim Financial Statements                                                              
| | Condensed Consolidated Balance Sheet as of September 25,
	1999 (unaudited)                          
| | Condensed Consolidated Statement of Income (Loss) for the nine
	months ended September 25, 1999     
| | and September 25, 1998 (unaudited)                                                                  
| | Condensed Consolidated Statement of Cash Flows for the nine
	months ended September 25, 1999 and    
| | September 25, 1998 (unaudited)                                                                      
| | Notes to Condensed Consolidated Financial Statements (unaudited)                                    
|
| | Pro Forma Financial Statements                                                                      
| | Pro Forma Condensed Consolidated Income Statement for the year
	ended January 31, 1999 (fiscal 1998)
| | (unaudited)                                                                                         
| | Pro Forma Condensed Consolidated Income Statement for the nine
	months ended October 31, 1999       
| | (unaudited)                                                                                         
| | Notes to Pro Forma Condensed Consolidated Financial Statements
	(unaudited)                         

15



---



SIGNATURE

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.



| |                     
| | --------------------
| | CSK AUTO CORPORATION



| |     |                 
| | --- | ----------------
| | By: | /s/DON W. WATSON

| |                        
| | -----------------------
| |                        
| | Don W. Watson          
| | Chief Financial Officer

DATED:  June 14, 2000

16



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EXHIBIT INDEX

|        |       |  |  |                         |  |                        
|------- | ----- |  |  | ----------------------- |  | -----------------------
|Exhibit |       |  |  |                        
|Number  |       |  |  | Description of Exhibits
|        |       |  |  |                        
|        | 27.01 |  |  |                        |  | Financial Data Schedule