UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~ STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934~~

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~August 17~~January 31, ~~2005~~2007

Cholestech Corporation

(Exact name of registrant as specified in its charter)

California		000-20198		94-3065493
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3347 Investment Boulevard ~~Hayward, California 94545 (Address of principal executive offices, including zip code)~~

~~(510) 732-7200~~Hayward, ~~(Registrant’s~~California ~~telephone number, including area code)~~94545

(Address of principal executive offices, including zip code)

(510) 732-7200

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

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))

~~Item 1.01.~~o Soliciting material ~~Entry~~pursuant ~~into~~to aRule ~~Material~~14a-12 ~~Definitive~~under ~~Agreement~~ the Exchange Act (17 CFR 240.14a-12)

~~In July 2005, the Compensation Committee of the Board of Directors of Cholestech Corporation~~o Pre-commencement ~~(“Cholestech”)~~communications ~~approved,~~pursuant ~~subject~~ to ~~shareholder~~Rule ~~approval, the amended and restated 2000 Stock Incentive Program~~ 14d-2(~~the “Plan”~~b). ~~The~~under ~~principal amendments to~~ the ~~Plan~~Exchange ~~are~~Act as(17 ~~follows:~~CFR 240.14d-2(b))

•o Pre-commencement ~~Amendment~~communications pursuant to ~~increase~~Rule the aggregate number of shares of common stock that may be issued under the Plan by 300,000; • Amendment to prohibit the grant of stock options with exercise prices less than the fair market value of Cholestech’s common stock on the date of grant; • Amendment to provide that the award of stock purchase rights reduce available shares at a 2:1 rate compared to stock options; • Amendment to provide that the minimum vesting period for at least 90% of total full value awards of three years, unless such award is to vest upon achievement of one or more performance objectives, in which case the minimum vesting period is one year; • Amendment to add 150,000 share annual limit for stock purchase rights, except that in connection with an individual’s initial service with Cholestech, he or she may be granted stock purchase rights up to an additional 150,000 shares; • Amendment to add specific performance criteria that the Plan administrator may use to establish performance objectives, the achievement of which will allow certain awards to vest or be issued, which in turn will allow Cholestech to receive income tax deductions under Section 16213e-4(mc) ofunder the ~~Internal~~Exchange ~~Revenue~~Act ~~Code of 1986, as amended; • Amendment to limit Cholestech’s ability to reprice any outstanding stock option after it has been granted~~ (~~other~~17 ~~than~~CFR ~~pro rata adjustments to reflect stock dividends and other corporate events), unless approved by Cholestech’s shareholders~~240.13e-4(c))

OnItem ~~August 17, 2005, at Cholestech’s 2005 Annual Meeting of Shareholders, shareholders approved the Plan~~2.02 AResults ~~copy~~ of ~~the~~Operations full text of the Plan is incorporated herein by reference to Appendix A to Cholestech’s definitive proxy statement on Schedule 14A for the 2005 Annual Meeting of Shareholders, filed with the Securities and ~~Exchange~~Financial ~~Commission on July 15, 2005. A description of the material terms of the Plan was included in such definitive proxy statement.~~ Condition

~~Item~~On January 31, 2007, Cholestech Corporation (“Cholestech”) is issuing a press release and holding a conference call regarding its financial results for the third quarter ended December 29, 2006. A copy of the press release is furnished as Exhibit 999.011 ~~Financial~~to ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K and is incorporated by reference.

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (cthe “Exchange Act”) ~~Exhibits~~ or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Exhibit No.		Description
10.29		Cholestech Corporation 2000 Stock Incentive Program, as amended and restated (incorporated herein by reference to Appendix A to Cholestech’s definitive proxy statement on Schedule 14A for the 2005 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on July 15, 2005).

Use of Non-GAAP Financial Measures

~~SIGNATURES~~To supplement our results presented in accordance with generally accepted accounting principles (GAAP), Cholestech uses non-GAAP measures of operating results, net income and net income per share, which are adjusted from results based on GAAP to exclude SFAS 123R stock based compensation expenses and prior year expenses incurred in connection with the Boule transaction. This non-GAAP financial presentation is given in part to enhance the understanding of the Company’s historical financial performance and comparability between periods in light of a change in accounting standards and operating expenses incurred in connection with the Boule transaction that are not indicative of the Company’s core operating results, particularly since the Company has not included stock-based compensation under SFAS 123R as an expense in financial statements before. In addition, the Company believes that the non-GAAP presentation to exclude stock-based compensation is relevant and useful information that will be widely used by analysts, investors and other interested parties. Cash earnings is not a GAAP defined measure. The Company believes this measure provides meaningful supplemental information regarding Cholestech’s operating results given the current accumulated tax loss carryforwards and because it excludes amounts that are not related to Cholestech’s core operating results and facilitate the comparison of results for the current period with results for past periods. Further, these non-GAAP results are one of the primary indicators management uses for assessing our performance, allocating resources and planning and forecasting future periods. Accordingly, the Company is disclosing this information to permit additional analysis of the Company’s performance. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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.~~ Exhibits

~~CHOLESTECH CORPORATION By: /s/ John F. Glenn John F. Glenn Vice President of Finance and Chief Financial Officer~~(d) Exhibits

Date: August 18, 2005

Exhibit No.		Description

99.1		Press Release of Cholestech Corporation dated January 31, 2007

~~Index to Exhibits~~ 2

Exhibit No.		Description
10.29		Cholestech Corporation 2000 Stock Incentive Program, as amended and restated (incorporated herein by reference to Appendix A to Cholestech’s definitive proxy statement on Schedule 14A for the 2005 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on July 15, 2005).

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.

		CHOLESTECH CORPORATION

	By:	/s/ John F. Glenn
		John F. Glenn
		Vice President of Finance and Chief Financial Officer

Date: January 31, 2007

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release of Cholestech Corporation dated January 31, 2007

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