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
  
  
  Date of report (Date of earliest event reported):  March 21, 2000
  
  
                          AUTOZONE, INC.
      (Exact name of registrant as specified in its charter)
  
  
      Nevada                   1-10714                  62-1482048
    (State of          (Commission File Number)       (IRS Employer
  Incorporation)                                   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 5.  OTHER EVENTS.
  
       a.   ADOPTION OF RIGHTS PLAN:
  
       On March 21, 2000 the Board of Directors of AutoZone, Inc. (the
  "Company") adopted a Stockholder Rights Plan.
  
       In connection with the Rights Plan, the Board of Directors of the
  Company declared a dividend of one preferred share purchase right (the
  "Rights") for each outstanding share of common stock, par value $.01 per
  share (the "Common Shares"), of the Company outstanding at the close of
  business on April 14, 2000 (the "Record Date").  Each Right will entitle
  the registered holder thereof, after the Rights become exercisable and
  until March 21, 2010 (or the earlier redemption, exchange or termination
  of the Rights), to purchase from the Company one one-thousandth
  (1/1,000th) of a share of Series A Junior Participating Preferred Stock,
  par value $.01 per share (the "Preferred Shares"), at a price of $125 per
  one one-thousandth (1/1,000th) of a Preferred Share, subject to certain
  anti-dilution adjustments (the "Purchase Price").  Until the earlier to
  occur of (i) ten (10) days following a public announcement that a person
  or group of affiliated or associated persons has acquired, or obtained
  the right to acquire, beneficial ownership of 15% or more of the Common
  Shares (an "Acquiring Person") or (ii) ten (10) business days (or such
  later date as may be determined by action of the Board of Directors prior
  to such time as any person or group of affiliated persons becomes an
  Acquiring Person) following the commencement or announcement of an
  intention to make a tender offer or exchange offer the consummation of
  which would result in the beneficial ownership by a person or group of
  15% or more of the Common Shares (the earlier of (i) and (ii) being
  called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Share certificates outstanding as of the
  Record Date, by such Common Share certificate.  The Rights will be
  transferred with and only with the Common Shares until the Distribution
  Date or earlier redemption or expiration of the Rights.  As soon as
  practicable following the Distribution Date, separate certificates
  evidencing the Rights ("Right Certificates") will be mailed to holders of
  record of the Common Shares as of the close of business on the
  Distribution Date and such separate Right Certificates alone will
  evidence the Rights.  The Rights will at no time have any voting rights.
  
       Each Preferred Share purchasable upon exercise of the Rights will be
  entitled, when, as and if declared, to a minimum preferential quarterly
  dividend payment of $1.00 per share but will be entitled to an aggregate
  dividend of 1,000 times the dividend, if any, declared per Common Share.
  In the event of liquidation, dissolution or winding up of the Company,
  the holders of the Preferred Shares will be entitled to a preferential
  liquidation payment of $1,000 per share plus any accrued but unpaid
  dividends but will be entitled to an aggregate payment of 1,000 times the
  payment made per Common Share.  Each Preferred Share will have 1,000
  votes and will vote together with the Common Shares.  Finally, in the
  event of any merger, consolidation or other transaction in which Common
  Shares are exchanged, each Preferred Share will be entitled to receive
  1,000 times the amount received per Common Share.  Preferred Shares will
  not be redeemable.  These Rights are protected by customary anti-dilution
  provisions.  Because of the nature of the Preferred Share's dividend,
  liquidation and voting rights, the value of one one-thousandth of a
  Preferred Share purchasable upon exercise of each Right should
  approximate the value of one Common Share.
  
       In the event that a Person becomes an Acquiring Person or if the
  Company were the surviving corporation in a merger with an Acquiring
  Person or any affiliate or associate of an Acquiring Person and the
  Common Shares were not changed or exchanged, each holder of a Right,
  other than Rights that are or were acquired or beneficially owned by the
  Acquiring Person (which Rights will thereafter be void), will thereafter
  have the right to receive upon exercise that number of Common Shares
  having a market value of two times the then current Purchase Price of one
  Right.  In the event that, after a person has become an Acquiring Person,
  the Company were acquired in a merger or other business combination
  transaction or more than 50% of its assets or earning power were sold,
  proper provision shall be made so that each holder of a Right shall
  thereafter have the right to receive, upon the exercise thereof at the
  then current Purchase Price of the Right, that number of shares of common
  stock of the acquiring company which at the time of such transaction
  would have a market value of two times the then current Purchase Price of
  one Right.
  
       At any time after a Person becomes an Acquiring Person and prior to
  the earlier of one of the events described in the last sentence in the
  previous paragraph or the acquisition by such Acquiring Person of 50% or
  more of the then outstanding Common Shares, the Board of Directors may
  cause the Company to exchange the Rights (other than Rights owned by an
  Acquiring Person which have become void), in whole or in part, for Common
  Shares at an exchange rate of one Common Share per Right (subject to
  adjustment).
  
       The Rights may be redeemed in whole, but not in part, at a price of
  $.001 per Right (the "Redemption Price") by the Board of Directors at any
  time prior to the time that an Acquiring Person has become such.  The
  redemption of the Rights may be made effective at such time, on such
  basis and with such conditions as the Board of Directors in its sole
  discretion may establish. Immediately upon any redemption of the Rights,
  the right to exercise the Rights will terminate and the only right of the
  holders of Rights will receive the Redemption Price.
  
       The Rights will expire on March 21, 2010 (unless earlier redeemed,
  exchanged or terminated).  First Chicago Trust Company of New York is the
  Rights Agent.
  
       The Purchase Price payable, and the number of one one-thousandths of
  a Preferred Share or other securities or property issuable, upon exercise
  of the Rights are subject to adjustment from time to time to prevent
  dilution (i) in the event of a stock dividend on, or a subdivision,
  combination or reclassification of, the Preferred Shares, (ii) upon the
  grant to holders of the Preferred Shares of certain rights or warrants to
  subscribe for or purchase Preferred Shares or convertible securities at
  less than the current market price of the Preferred Shares or (iii) upon
  the distribution to holders of the Preferred Shares of evidences of
  indebtedness, cash, securities or assets (excluding regular periodic cash
  dividends at a rate not in excess of 125% of the rate of the last regular
  periodic cash dividend theretofore paid or, in case regular periodic cash
  dividends have not theretofore been paid, at a rate not in excess of 50%
  of the average net income per share of the Company for the four quarters
  ended immediately prior to the payment of such dividend, or dividends
  payable in Preferred Shares (which dividends will be subject to the
  adjustment described in clause (i) above)) or of subscription rights or
  warrants (other than those referred to above).
  
       Until a Right is exercised, the holder thereof, as such, will have
  no rights as a stockholder of the Company beyond those as an existing
  stockholder, including, without limitation, the right to vote or to
  receive dividends.
  
       Any of the provisions of the Rights Agreement dated as of March 21,
  2000 between the Company and the Rights Agent (the "Rights Agreement")
  may be amended by the Board of Directors of the Company for so long as
  the Rights are then redeemable, and after the Rights are no longer
  redeemable, the Company may amend or supplement the Rights Agreement in
  any manner that does not adversely affect the interests of the holder of
  the Rights.
  
       One Right will be distributed to stockholders of the Company for
  each Common Share owned of record by them on April 14, 2000.  As long as
  the Rights are attached to the Common Shares, the Company will issue one
  Right with each new Common Share so that all such shares will have
  attached Rights.  The Company has agreed that, from and after the
  Distribution Date, the Company will reserve 200,000 Preferred Shares
  initially for issuance upon exercise of the Rights.
  
       The rights are designed to assure that all of the Company's
  stockholders receive fair and equal treatment in the event of any
  proposed takeover of the Company and to guard against partial tender
  offers, open market accumulations and other abusive tactics to gain
  control of the Company without paying all stockholders a control premium.
  The Rights will cause substantial dilution to a person or group that
  acquires 15% or more of the Company's stock on terms not approved by the
  Company's Board of Directors.  The Rights should not interfere with any
  merger or other business combination approved by the Board of Directors
  at any time prior to the first date that a Person or group has become an
  Acquiring Person.
  
       The Rights Agreement specifying the terms of the Rights and the text
  of the press release announcing the declaration of the Rights, are
  incorporated herein by reference as exhibits to this Current Report.  The
  foregoing description of the Rights is qualified in its entirety by
  reference to such exhibits.
  
       b.   AMENDMENT TO BYLAWS:
  
       On March 21, 2000 the Board of Directors of the Company amended the
  Company's Bylaws to require that any action of the stockholders be taken
  only at an annual or special stockholders meeting, and that special
  meetings may only be called by the Chairman, the President, or a majority
  of the members of the Board of Directors.  In addition, the Bylaws were
  amended to clarify the procedures required for stockholders to bring
  business before a meeting of stockholders and to clarify the requirements
  for proper notification of stockholders and directors.
  
  
  <PAGE>
  Item 7.        EXHIBITS
  
            3. Second Amended and Restated Bylaws of the Company.
  
            4. Rights Agreement, dated as of March 21, 2000, between
            AutoZone, Inc. and First Chicago Trust Company of New York
            which includes the form of Certificate of Designations of the
            Series A Junior Participating Preferred Stock of AutoZone, Inc.
            as Exhibit A, the form of Right Certificate as Exhibit B and
            the Summary of Rights to Purchase Preferred Shares as Exhibit C.
  
            99.  Text of Press Release, dated March 21, 2000.
  
  <PAGE>
                                  SIGNATURE
  
       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.
  
  
  
  Dated:  April 10, 2000        By:  /s/ ROBERT J. HUNT
                                     -------------------------
                                     Robert J. Hunt
                                     Executive Vice President
                                     & Chief Financial Officer
  <PAGE>
  
  
                                EXHIBIT INDEX
  
            3. Second Amended and Restated Bylaws of the Company.
  
            4. Rights Agreement, dated as of March 21, 2000, between
            AutoZone, Inc. and First Chicago Trust Company of New York
            which includes the form of Certificate of Designations of the
            Series A Junior Participating Preferred Stock of AutoZone, Inc.
            as Exhibit A, the form of Right Certificate as Exhibit B and
            the Summary of Rights to Purchase Preferred Shares as Exhibit C.
  
            99.  Text of Press Release, dated March 21, 2000.
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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
  
  Date of report (Date of earliest event reported):  March 21, 2000
  
                          AUTOZONE, INC.
      (Exact name of registrant as specified in its charter)
  
      Nevada                   1-10714                  62-1482048
    (State of          (Commission File Number)       (IRS Employer
  Incorporation)                                   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 5.  OTHER EVENTS.
  
       a.   ADOPTION OF RIGHTS PLAN:
  
       On March 21, 2000 the Board of Directors of AutoZone, Inc. (the
  "Company") adopted a Stockholder Rights Plan.
  
       In connection with the Rights Plan, the Board of Directors of the
  Company declared a dividend of one preferred share purchase right (the
  "Rights") for each outstanding share of common stock, par value $.01 per
  share (the "Common Shares"), of the Company outstanding at the close of
  business on April 14, 2000 (the "Record Date").  Each Right will entitle
  the registered holder thereof, after the Rights become exercisable and
  until March 21, 2010 (or the earlier redemption, exchange or termination
  of the Rights), to purchase from the Company one one-thousandth
  (1/1,000th) of a share of Series A Junior Participating Preferred Stock,
  par value $.01 per share (the "Preferred Shares"), at a price of $125 per
  one one-thousandth (1/1,000th) of a Preferred Share, subject to certain
  anti-dilution adjustments (the "Purchase Price").  Until the earlier to
  occur of (i) ten (10) days following a public announcement that a person
  or group of affiliated or associated persons has acquired, or obtained
  the right to acquire, beneficial ownership of 15% or more of the Common
  Shares (an "Acquiring Person") or (ii) ten (10) business days (or such
  later date as may be determined by action of the Board of Directors prior
  to such time as any person or group of affiliated persons becomes an
  Acquiring Person) following the commencement or announcement of an
  intention to make a tender offer or exchange offer the consummation of
  which would result in the beneficial ownership by a person or group of
  15% or more of the Common Shares (the earlier of (i) and (ii) being
  called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Share certificates outstanding as of the
  Record Date, by such Common Share certificate.  The Rights will be
  transferred with and only with the Common Shares until the Distribution
  Date or earlier redemption or expiration of the Rights.  As soon as
  practicable following the Distribution Date, separate certificates
  evidencing the Rights ("Right Certificates") will be mailed to holders of
  record of the Common Shares as of the close of business on the
  Distribution Date and such separate Right Certificates alone will
  evidence the Rights.  The Rights will at no time have any voting rights.
  
       Each Preferred Share purchasable upon exercise of the Rights will be
  entitled, when, as and if declared, to a minimum preferential quarterly
  dividend payment of $1.00 per share but will be entitled to an aggregate
  dividend of 1,000 times the dividend, if any, declared per Common Share.
  In the event of liquidation, dissolution or winding up of the Company,
  the holders of the Preferred Shares will be entitled to a preferential
  liquidation payment of $1,000 per share plus any accrued but unpaid
  dividends but will be entitled to an aggregate payment of 1,000 times the
  payment made per Common Share.  Each Preferred Share will have 1,000
  votes and will vote together with the Common Shares.  Finally, in the
  event of any merger, consolidation or other transaction in which Common
  Shares are exchanged, each Preferred Share will be entitled to receive
  1,000 times the amount received per Common Share.  Preferred Shares will
  not be redeemable.  These Rights are protected by customary anti-dilution
  provisions.  Because of the nature of the Preferred Share's dividend,
  liquidation and voting rights, the value of one one-thousandth of a
  Preferred Share purchasable upon exercise of each Right should
  approximate the value of one Common Share.
  
       In the event that a Person becomes an Acquiring Person or if the
  Company were the surviving corporation in a merger with an Acquiring
  Person or any affiliate or associate of an Acquiring Person and the
  Common Shares were not changed or exchanged, each holder of a Right,
  other than Rights that are or were acquired or beneficially owned by the
  Acquiring Person (which Rights will thereafter be void), will thereafter
  have the right to receive upon exercise that number of Common Shares
  having a market value of two times the then current Purchase Price of one
  Right.  In the event that, after a person has become an Acquiring Person,
  the Company were acquired in a merger or other business combination
  transaction or more than 50% of its assets or earning power were sold,
  proper provision shall be made so that each holder of a Right shall
  thereafter have the right to receive, upon the exercise thereof at the
  then current Purchase Price of the Right, that number of shares of common
  stock of the acquiring company which at the time of such transaction
  would have a market value of two times the then current Purchase Price of
  one Right.
  
       At any time after a Person becomes an Acquiring Person and prior to
  the earlier of one of the events described in the last sentence in the
  previous paragraph or the acquisition by such Acquiring Person of 50% or
  more of the then outstanding Common Shares, the Board of Directors may
  cause the Company to exchange the Rights (other than Rights owned by an
  Acquiring Person which have become void), in whole or in part, for Common
  Shares at an exchange rate of one Common Share per Right (subject to
  adjustment).
  
       The Rights may be redeemed in whole, but not in part, at a price of
  $.001 per Right (the "Redemption Price") by the Board of Directors at any
  time prior to the time that an Acquiring Person has become such.  The
  redemption of the Rights may be made effective at such time, on such
  basis and with such conditions as the Board of Directors in its sole
  discretion may establish. Immediately upon any redemption of the Rights,
  the right to exercise the Rights will terminate and the only right of the
  holders of Rights will receive the Redemption Price.
  
       The Rights will expire on March 21, 2010 (unless earlier redeemed,
  exchanged or terminated).  First Chicago Trust Company of New York is the
  Rights Agent.
  
       The Purchase Price payable, and the number of one one-thousandths of
  a Preferred Share or other securities or property issuable, upon exercise
  of the Rights are subject to adjustment from time to time to prevent
  dilution (i) in the event of a stock dividend on, or a subdivision,
  combination or reclassification of, the Preferred Shares, (ii) upon the
  grant to holders of the Preferred Shares of certain rights or warrants to
  subscribe for or purchase Preferred Shares or convertible securities at
  less than the current market price of the Preferred Shares or (iii) upon
  the distribution to holders of the Preferred Shares of evidences of
  indebtedness, cash, securities or assets (excluding regular periodic cash
  dividends at a rate not in excess of 125% of the rate of the last regular
  periodic cash dividend theretofore paid or, in case regular periodic cash
  dividends have not theretofore been paid, at a rate not in excess of 50%
  of the average net income per share of the Company for the four quarters
  ended immediately prior to the payment of such dividend, or dividends
  payable in Preferred Shares (which dividends will be subject to the
  adjustment described in clause (i) above)) or of subscription rights or
  warrants (other than those referred to above).
  
       Until a Right is exercised, the holder thereof, as such, will have
  no rights as a stockholder of the Company beyond those as an existing
  stockholder, including, without limitation, the right to vote or to
  receive dividends.
  
       Any of the provisions of the Rights Agreement dated as of March 21,
  2000 between the Company and the Rights Agent (the "Rights Agreement")
  may be amended by the Board of Directors of the Company for so long as
  the Rights are then redeemable, and after the Rights are no longer
  redeemable, the Company may amend or supplement the Rights Agreement in
  any manner that does not adversely affect the interests of the holder of
  the Rights.
  
       One Right will be distributed to stockholders of the Company for
  each Common Share owned of record by them on April 14, 2000.  As long as
  the Rights are attached to the Common Shares, the Company will issue one
  Right with each new Common Share so that all such shares will have
  attached Rights.  The Company has agreed that, from and after the
  Distribution Date, the Company will reserve 200,000 Preferred Shares
  initially for issuance upon exercise of the Rights.
  
       The rights are designed to assure that all of the Company's
  stockholders receive fair and equal treatment in the event of any
  proposed takeover of the Company and to guard against partial tender
  offers, open market accumulations and other abusive tactics to gain
  control of the Company without paying all stockholders a control premium.
  The Rights will cause substantial dilution to a person or group that
  acquires 15% or more of the Company's stock on terms not approved by the
  Company's Board of Directors.  The Rights should not interfere with any
  merger or other business combination approved by the Board of Directors
  at any time prior to the first date that a Person or group has become an
  Acquiring Person.
  
       The Rights Agreement specifying the terms of the Rights and the text
  of the press release announcing the declaration of the Rights, are
  incorporated herein by reference as exhibits to this Current Report.  The
  foregoing description of the Rights is qualified in its entirety by
  reference to such exhibits.
  
       b.   AMENDMENT TO BYLAWS:
  
       On March 21, 2000 the Board of Directors of the Company amended the
  Company's Bylaws to require that any action of the stockholders be taken
  only at an annual or special stockholders meeting, and that special
  meetings may only be called by the Chairman, the President, or a majority
  of the members of the Board of Directors.  In addition, the Bylaws were
  amended to clarify the procedures required for stockholders to bring
  business before a meeting of stockholders and to clarify the requirements
  for proper notification of stockholders and directors.
  Item 7.        EXHIBITS
  
            3. Second Amended and Restated Bylaws of the Company.
  
            4. Rights Agreement, dated as of March 21, 2000, between
            AutoZone, Inc. and First Chicago Trust Company of New York
            which includes the form of Certificate of Designations of the
            Series A Junior Participating Preferred Stock of AutoZone, Inc.
            as Exhibit A, the form of Right Certificate as Exhibit B and
            the Summary of Rights to Purchase Preferred Shares as Exhibit C.
  
            99.  Text of Press Release, dated March 21, 2000.
  SIGNATURE
  
       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.
  
  Dated:  April 10, 2000        By:  /s/ ROBERT J. HUNT
                                     -------------------------
                                     Robert J. Hunt
                                     Executive Vice President
                                     & Chief Financial Officer
  EXHIBIT INDEX
  
            3. Second Amended and Restated Bylaws of the Company.
  
            4. Rights Agreement, dated as of March 21, 2000, between
            AutoZone, Inc. and First Chicago Trust Company of New York
            which includes the form of Certificate of Designations of the
            Series A Junior Participating Preferred Stock of AutoZone, Inc.
            as Exhibit A, the form of Right Certificate as Exhibit B and
            the Summary of Rights to Purchase Preferred Shares as Exhibit C.
  
            99.  Text of Press Release, dated March 21, 2000.