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: April 26, 2007

ZONES, INC.

(Exact name of Registrant as Specified in its Charter)

WASHINGTON	0-28488	91-1431894
(State or other jurisdiction incorporation or organization)	(Commission File Number)	(I.R.S. Employer of Identification Number)

1102 15^th Street SW, Suite 102, Auburn, Washington 98001-6509

(Address of Principal Administrative Offices)

Registrant’s Telephone Number, Including Area Code: (253) 205-3000

Click 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 communication 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 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

On April 26, 2007, the Board of Directors (the “Board”) of Zones, Inc. (the “Company”), amended the compensation policy for non-employee directors to increase the fee for the Chair of the Audit Committee to $7,500 per meeting.

Item 2.02.  Results of Operations and Financial Condition.

On April 26, 2007, Zones, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2007.  A copy of the press release is furnished as Exhibit 99.1.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws

On March 14, 2007, the Board amended the Company’s Bylaws to decrease the number of directors from six to five.  The amendment was effective as of the 2007 Annual Shareholders Meeting held on April 26, 2007.  The text of the amendment is furnished as Exhibit 99.2.

Item 9.01.  Financial Statements and Exhibits.

Exhibit 99.1, Press release dated April 26, 2007, announcing quarter ended March 31, 2007 financial results.

Exhibit 99.2, Text of the Amendment to the Amended and Restated Bylaws.

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.

	ZONES, INC.
Dated:  May 1, 2007	/s/ RONALD P. MCFADDEN
	By:   Ronald P. McFadden
	Its:   Secretary and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT No.	DESCRIPTION
99.1	Press release dated April 26, 2007, announcing quarter ended March 31, 2007 financial results.
99.2	Text of the Amendment to the Amended and Restated Bylaws