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)
  
  
                            CHIEF AUTO PARTS INC.
           (Exact Name of Registrant as Specified in Its Charter)
  
  
                                  Delaware
               (State or Other Jurisdiction of Incorporation)
  
  
  
       333-24029                                   13-3440178
  (Commission File Number)                     (I.R.S. Employer
                                               Identification No.)
  
  
  
                        One Lincoln Centre, Suite 200
                              5400 LBJ Freeway
                          Dallas, Texas 75240-6223
             (Address of Principal Executive Offices) (Zip Code)
  
  
                               (972) 341-2000
            (Registrant's Telephone Number, Including Area Code)
  
  
                              (Not applicable)
       (Former name or former address, if changed since last report.)
  <PAGE>
  Item 1.  Changes in Control of Registrant
  
  On June 29, 1998, AutoZone, Inc. ("AutoZone") acquired 100% of the
  outstanding capital stock of Chief Auto Parts Inc. ("Chief") for
  approximately $75 million dollars in cash, in an arms length transaction.
  The shares were acquired from Chief's prior shareholders, principally
  affiliates of Trust Company of the West. AutoZone has informed Chief that
  funds for the transaction were from AutoZone's existing credit lines.
  
  Chief will be operated by AutoZone as a wholly-owned subsidiary.
  
  In connection with the transaction, all of the members of the Board of
  Directors of Chief have resigned and have been replaced by Johnston C.
  Adams, Jr., Timothy D. Vargo, and Robert J. Hunt, each of whom is an
  officer and a director of AutoZone.
  
  
  Item 7.  Financial Statements and Exhibits
  
  (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.
  
  
  
  
  
  <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.
  
  
  
                                     CHIEF AUTO PARTS INC.
  
  Date:  July 1, 1998                By:  /s/ Thomas A. Hough
                                     -----------------------------------
                                     Thomas A. Hough
                                     Senior Vice President - Finance,
                                     Treasurer, and Chief Financial
                                     Officer
  
  <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.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3219}]
metadata_filer: {"company-data": {"conformed-name": "CHIEF AUTO PARTS INC", "cik": "0000934005", "assigned-sic": "5531", "irs-number": "133440178", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-24029", "film-number": "98659523"}, "business-address": {"street1": "ONE LINCOLN CENTRE", "street2": "5400 LBJ FREEWAY, SUITE 200", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "9723412000"}, "mail-address": {"street1": "ONE LINCOLN CENTRE", "street2": "5400 LBJ FREEWAY, SUITE 200", "city": "DALLAS", "state": "TX", "zip": "75240"}}
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)
  
                            CHIEF AUTO PARTS INC.
           (Exact Name of Registrant as Specified in Its Charter)
  
                                  Delaware
               (State or Other Jurisdiction of Incorporation)
  
       333-24029                                   13-3440178
  (Commission File Number)                     (I.R.S. Employer
                                               Identification No.)
  
                        One Lincoln Centre, Suite 200
                              5400 LBJ Freeway
                          Dallas, Texas 75240-6223
             (Address of Principal Executive Offices) (Zip Code)
  
                               (972) 341-2000
            (Registrant's Telephone Number, Including Area Code)
  
                              (Not applicable)
       (Former name or former address, if changed since last report.)
  Item 1.  Changes in Control of Registrant
  
  On June 29, 1998, AutoZone, Inc. ("AutoZone") acquired 100% of the
  outstanding capital stock of Chief Auto Parts Inc. ("Chief") for
  approximately $75 million dollars in cash, in an arms length transaction.
  The shares were acquired from Chief's prior shareholders, principally
  affiliates of Trust Company of the West. AutoZone has informed Chief that
  funds for the transaction were from AutoZone's existing credit lines.
  
  Chief will be operated by AutoZone as a wholly-owned subsidiary.
  
  In connection with the transaction, all of the members of the Board of
  Directors of Chief have resigned and have been replaced by Johnston C.
  Adams, Jr., Timothy D. Vargo, and Robert J. Hunt, each of whom is an
  officer and a director of AutoZone.
  
  Item 7.  Financial Statements and Exhibits
  
  (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.
  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.
  
                                     CHIEF AUTO PARTS INC.
  
  Date:  July 1, 1998                By:  /s/ Thomas A. Hough
                                     -----------------------------------
                                     Thomas A. Hough
                                     Senior Vice President - Finance,
                                     Treasurer, and Chief Financial
                                     Officer
  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.