8-K

UNITED STATES

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

October 26, 2006

Date of Report

(Date of earliest event reported)

CORE-MARK HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51515	20-1489747
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

395 Oyster Point Boulevard, Suite 415, South San Francisco, California	94080
(Address of principal executive offices)	(Zip Code)

(650) 589-9445

(Registrant’s telephone number, including area code)

N/A

(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:

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

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

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

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

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c) On October 26, 2006, the Compensation Committee of the Board of Directors of Core-Mark Holding Company, Inc. (the “Company”) appointed Stacy Loretz-Congdon as Senior Vice President and Chief Financial Officer, effective Friday, December 1, 2006. Since January of 2003, Ms. Loretz-Congdon, age 47, has served as the Company’s Vice President of Finance and Treasurer following several years as the Company’s Corporate Treasurer starting in 1999. Ms. Loretz-Congdon joined the Company in May of 1990 and has served various functions in accounting and finance. Prior to joining the Company, Ms. Loretz-Congdon was an auditor for Coopers & Lybrand. She received her Bachelor of Science degree in accounting from San Francisco State University. The Company has not entered into an employment agreement with Ms. Loretz-Congdon. Ms. Loretz-Congdon will succeed James E. Wall, who has served as Chief Financial Officer since January 2005. Mr. Wall, who previously announced his intention to retire, will remain with the Company through November 30, 2006 and will assist Ms. Loretz-Congdon in her transition.

A copy of the press release announcing the appointment of Ms. Loretz-Congdon is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

The following are filed as exhibits to this report:

Number	Description
99.1	Press Release Dated October 30, 2006 Announcing the Appointment of a New Chief Financial Officer.

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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.

Date: October 30, 2006

CORE-MARK HOLDING COMPANY, INC.
By:	/s/ J. Michael Walsh
Name:	J. Michael Walsh
Title:	Chief Executive Officer

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EXHIBIT INDEX

Number	Description
99.1	Press Release Dated October 30, 2006 Announcing the Appointment of a New Chief Financial Officer.

4

EX-99.1

Exhibit 99.1

Core-Mark Announces New Chief Financial Officer

South San Francisco, California – October 30, 2006 – Core-Mark Holding Company, Inc. (Nasdaq: CORE), announced today that Stacy Loretz-Congdon has been named Senior Vice President and Chief Financial Officer. Ms. Loretz-Congdon, age 47, who currently serves as Vice President, Treasurer and Assistant Secretary for Core-Mark, will take over the position effective December 1, 2006

Ms. Loretz-Congdon has worked for Core-Mark for sixteen years in various roles. She started with the company in 1990 and has advanced progressively within the organization in the accounting, financial planning and analysis, and treasury departments. Previous to joining Core-Mark, Ms. Loretz-Congdon worked as an auditor for Coopers & Lybrand. She is a certified public accountant and a member of the Financial Executives Institute. “I have the utmost confidence in Stacy’s ability to execute in this capacity for this company and she is extremely knowledgeable about the financial aspects of this company and this industry” said J Michael Walsh.

“The Company did an extensive search for potential candidates, and the Board and Management felt strongly that Ms. Loretz-Congdon was the best choice for the position” said Randolph Thornton, Chairman of the Board

As previously announced, James Wall plans to retire after his service as Chief Financial Officer for Core-Mark “Jim has been very helpful in establishing Core-Mark as a public company. We have been very fortunate to have Jim on our team and we will miss his leadership. The Core-Mark family wishes him all possible happiness in the future.” said J Michael Walsh, President and Chef Executive Officer.

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About Core-Mark

Core-Mark is one of the largest broad-line, full-service wholesale distributors of packaged consumer products to the convenience retail industry in North America. Founded in 1888, Core-Mark provides distribution and logistics services as well as marketing programs to over 21,000 retail locations in 45 states and five Canadian provinces through 25 distribution centers, two of which Core-Mark operate as third party logistics providers. Core-Mark services traditional convenience retailers, grocers, drug, liquor and specialty stores, and other stores that carry consumer packaged goods. For more information, please visit www.core-mark.com

Core-Mark Safe Harbor

This press release contains information constituting “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan”, “continue”, or other similar words. These forward-looking statements are based on the current plans, estimates and expectations of our management and are subject to certain risks and

uncertainties that could cause actual results to differ materially from historical results or those anticipated. These factors include, but are not limited to: economic conditions affecting the cigarette and consumable goods industry; adverse effect of legislation and other matters affecting the cigarette industry; increased competition in the distribution industry; our inability to retain and attract customers; the negative affects of product liability claims; failure of our suppliers to provide products; increases in fuel prices; the loss of key personnel or our inability to attract and retain new qualified personnel; currency exchange rate fluctuations; the negative effects of our reorganization on our customer, supplier and employee relationships; and our ability to successfully integrate acquisitions and realize anticipated benefits. See the “Risk Factors” section included in our Form 10-K, the “Factors That May Affect Future Results” section in our most recent Form 10-Q and all of the other information discussed in our filings with the Securities and Exchange Commission for a discussion of risks and uncertainties that may affect our business.

These forward-looking statements speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact: Ms Milton Gray Draper, Director of Investor Relations at 650-589-9445 X3027 or at mdraper@core-mark.com