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                                                                 Exhibit 3.03.01


                         FIRST AMENDMENT TO AMENDED AND
                    RESTATED BY-LAWS OF CSK AUTO CORPORATION

         THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF CSK AUTO
CORPORATION (the "Amendment") is hereby adopted by the Board of Directors and
made effective as of this 17th day of April, 2001.

                                    RECITALS

         A. Article XIII of the Amended and Restated By-Laws of CSK Auto
Corporation, as adopted by the Board of Directors of said corporation as of
April 27, 1999, (the "Bylaws") provides that the Board of Directors shall have
the power to, among other things, amend, alter and repeal the Bylaws.

         B. The Board of Directors desires to amend the Bylaws in certain
respects to conform with provisions of Delaware law and Securities and Exchange
Act rules and regulations.

            NOW THEREFORE, the Bylaws shall be amended as follows:

                                   AMENDMENTS

         1. INSPECTORS

Article II Section 7 of the Bylaws relating to the appointment of inspectors
shall be deleted in its entirety and the following shall be substituted
therefor:

         "Section 7. Appointment of Inspectors. The Board of Directors shall in
advance of any meeting of stockholders appoint one (1) or more inspectors to act
at the meeting and make a written report thereof. The Corporation may designate
one (1) or more persons as alternate inspectors to replace any inspector who
fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one (1) or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of the duties of inspector, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of such inspector's ability. The inspector(s) may appoint or retain other
persons or entities to assist the inspector(s) in the performance of their
duties as inspector(s).

         The inspector(s) shall ascertain the number of shares of stock
outstanding and the voting power of each; determine the shares of stock
represented at the meeting and the validity of proxies and ballots; count all
votes and ballots; determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspector(s);
certify their determination of the number of shares represented at the meeting,
and their count of all votes and ballots; and otherwise do such acts as are
proper to conduct the election or vote with fairness to all stockholders. Upon
the request of any person presiding at the meeting or any stockholder, the
inspector or inspectors (as the case may be) shall certify in writing the facts
pertaining to any challenge, question or matter determined by such
inspector(s)."
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2.       SHAREHOLDER LIST.

Article II Section 8 of the Bylaws relating to the availability of the list of
stockholders shall be deleted in its entirety and the following shall be
substituted therefor:

         "Section 8. List of Stockholders. The Secretary or such other officer
of the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting for a
period of at least ten (10) days prior to the meeting: (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting, or (ii) during
ordinary business hours, at the principal place of business of the Corporation.
If the meeting is held at a place, then the list shall also be produced and kept
at the time and place of the meeting during the entire time thereof and may be
inspected by any stockholder who is present."

         3.       SHAREHOLDER PROPOSALS.

The second sentence of Article II Section 13(b) of the Bylaws relating to the
timing for submittal of shareholder proposals for consideration at the annual
meeting shall be deleted and the following shall be substituted therefor:

         "To be timely, a stockholder's proposal must be received at the
Corporation's principal executive offices not less than one hundred twenty (120)
calendar days before the date corresponding with the date set forth on the
Corporation's proxy statement released to shareholders in connection with the
previous year's annual meeting; provided, however, that if the Corporation did
not hold an annual meeting the previous year, or if the date of the current
year's annual meeting has been changed by more than thirty (30) days from the
anniversary date of the previous year's meeting, then the stockholder's proposal
must be received no later than the close of business of the 120th day prior to
the upcoming annual meeting."

         4. EFFECT OF AMENDMENT. Except as expressly modified and amended by
this Amendment, the Bylaws shall remain unmodified and in full force and effect.