SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  August 15, 2006

Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

4200 Dahlberg Drive, Suite 100 Golden Valley, MN 55422-4837

(Address of Principal Executive Offices)  (Zip Code)

(612) 520-8500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

Section 8.               Other Events

Item 8.01

On August 15, 2006, the Company announced that its Board of Directors has authorized a 500,000 share repurchase in addition to the approximately 500 shares remaining under an existing Board authorization.  The new authorization is equal to approximately 9 percent of Winmark’s shares outstanding as of August 7, 2006.  Since 1995, Winmark has repurchased 3.5 million shares at an average price of $13.73 per share.

Section 9.               Financial Statements and Exhibits.

Item 9.01                Financial Statements and Exhibits

(d)                                 Exhibits

99.1                           Press Release dated August 15, 2006

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SIGNATURES

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

		WINMARK CORPORATION
Dated: August 18, 2006
		By:	/s/ Catherine P. Heaven
			Catherine P. Heaven
			General Counsel

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EXHIBIT INDEX

to

Form 8-K

Winmark Corporation

Exhibit Number		Exhibit Description
99.1		Press Release dated August 15, 2006

 

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