content: 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
  
  
  
                               June 29, 1998
              Date of Report (Date of earliest event reported)
  
  
  
                                AUTOZONE, INC.
           (Exact Name of Registrant as Specified in Its Charter)
  
  
  
                                   Nevada
               (State or Other Jurisdiction of Incorporation)
  
  
  
       1-10714                                    62-1482048
  (Commission File Number)                     (I.R.S. Employer
                                               Identification No.)
  
  
  
              123 South Front Street, Memphis, Tennessee 38103
             (Address of Principal Executive Offices)(Zip Code)
  
  
  
                               (901) 495-6500
            (Registrant's Telephone Number, Including Area Code)
  
  
                               (Not applicable)
       (Former name or former address, if changed since last report.)
  <PAGE>
  Item 2. Acquisition or Disposition of Assets
  
  On June 29, 1998, AutoZone, Inc. (the "Company") acquired all of the
  outstanding capital stock of Chief Auto Parts Inc. ("Chief"), a retailer
  of automotive parts and accessories, for approximately $75 million dollars
  in cash, in an arms length transaction. The shares were acquired
  from the prior shareholders of Chief, principally affiliates of Trust
  Company of the West ("TCW"). Funds for the transaction were from the
  Company's existing credit lines. There are no material relationships
  between the Company and Chief or the Company and TCW.
  
  Chief will be operated by the Company as a wholly-owned subsidiary.
  
  
  
  Item 7. Financial Statements and Exhibits
  
  (a)  Financial statements of businesses acquired.
  
       Financial statements of acquired business are omitted pursuant to
       Rule 3-05(b)(2)(i) of Regulation S-X.
  
  (b)  Pro forma financial statements.
  
       Pro forma financial statements are omitted pursuant to Rule 11-01(c)
       of Regulation S-X.
  
  (c)  Exhibits
  
  2.1  Agreement and Plan of Merger by and among AutoZone, Inc., a Nevada
       corporation, Chief Auto Parts Inc., a Delaware corporation, and
       Orange Sub, Inc., a Delaware corporation dated as of May 11, 1998.
  
  
  99.1 Press Release dated June 29, 1998.
  
  
  
  
  <PAGE>
                                 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.
  
  
  
                                     AUTOZONE, INC.
  
  Date:  July 1, 1998                By:  /s/ Harry L. Goldsmith
                                     -----------------------------------
                                     Harry L. Goldsmith
                                     Senior Vice President
  
  <PAGE>
                                EXHIBIT INDEX
  
  
  
  2.1  Agreement and Plan of Merger by and among AutoZone, Inc., a Nevada
       corporation, Chief Auto Parts Inc., a Delaware corporation, and
       Orange Sub, Inc., a Delaware corporation dated as of May 11, 1998.
  
  99.1 Press Release dated June 29, 1998.
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metadata_filer: {"company-data": {"conformed-name": "AUTOZONE INC", "cik": "0000866787", "assigned-sic": "5531", "irs-number": "621482048", "state-of-incorporation": "NV", "fiscal-year-end": "0828"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10714", "film-number": "98659522"}, "business-address": {"street1": "123 SOUTH FRONT ST", "city": "MEMPHIS", "state": "TN", "zip": "38103", "phone": "9014956500"}, "mail-address": {"street1": "P O BOX 2198", "street2": "DEPT 8074", "city": "MEMPHIS", "state": "TN", "zip": "38101-9842"}}
text: 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
  
                               June 29, 1998
              Date of Report (Date of earliest event reported)
  
                                AUTOZONE, INC.
           (Exact Name of Registrant as Specified in Its Charter)
  
                                   Nevada
               (State or Other Jurisdiction of Incorporation)
  
       1-10714                                    62-1482048
  (Commission File Number)                     (I.R.S. Employer
                                               Identification No.)
  
              123 South Front Street, Memphis, Tennessee 38103
             (Address of Principal Executive Offices)(Zip Code)
  
                               (901) 495-6500
            (Registrant's Telephone Number, Including Area Code)
  
                               (Not applicable)
       (Former name or former address, if changed since last report.)
  Item 2. Acquisition or Disposition of Assets
  
  On June 29, 1998, AutoZone, Inc. (the "Company") acquired all of the
  outstanding capital stock of Chief Auto Parts Inc. ("Chief"), a retailer
  of automotive parts and accessories, for approximately $75 million dollars
  in cash, in an arms length transaction. The shares were acquired
  from the prior shareholders of Chief, principally affiliates of Trust
  Company of the West ("TCW"). Funds for the transaction were from the
  Company's existing credit lines. There are no material relationships
  between the Company and Chief or the Company and TCW.
  
  Chief will be operated by the Company as a wholly-owned subsidiary.
  
  Item 7. Financial Statements and Exhibits
  
  (a)  Financial statements of businesses acquired.
  
       Financial statements of acquired business are omitted pursuant to
       Rule 3-05(b)(2)(i) of Regulation S-X.
  
  (b)  Pro forma financial statements.
  
       Pro forma financial statements are omitted pursuant to Rule 11-01(c)
       of Regulation S-X.
  
  (c)  Exhibits
  
  2.1  Agreement and Plan of Merger by and among AutoZone, Inc., a Nevada
       corporation, Chief Auto Parts Inc., a Delaware corporation, and
       Orange Sub, Inc., a Delaware corporation dated as of May 11, 1998.
  
  99.1 Press Release dated June 29, 1998.
  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.
  
                                     AUTOZONE, INC.
  
  Date:  July 1, 1998                By:  /s/ Harry L. Goldsmith
                                     -----------------------------------
                                     Harry L. Goldsmith
                                     Senior Vice President
  EXHIBIT INDEX
  
  2.1  Agreement and Plan of Merger by and among AutoZone, Inc., a Nevada
       corporation, Chief Auto Parts Inc., a Delaware corporation, and
       Orange Sub, Inc., a Delaware corporation dated as of May 11, 1998.
  
  99.1 Press Release dated June 29, 1998.