SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                              AUTOZONE, INC.
            (Exact name of registrant as specified in its charter)

      Nevada                                                   62-1482048
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)


                            123 South Front Street
                           Memphis, Tennessee 38103
              (Address of Principal Executive Offices)(Zip Code)


                    AUTOZONE, INC. AMENDED AND RESTATED
                       EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)


                              Harry L. Goldsmith
                                   Secretary
                            123 South Front Street
                           Memphis, Tennessee 38103
              (Name and address of agent for service of process)

                                (901) 495-6500
                    (Telephone number, including area code,
                       of agent for service of process)

 <TABLE>
<CAPTION>
                                                      Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------

                                                                            PROPOSED MAXIMUM
                                                    PROPOSED MAXIMUM       AGGREGATE OFFERING
 TITLE OF SECURITIES TO       AMOUNT TO BE         OFFERING PRICE PER           PRICE (1)              AMOUNT OF
      BE REGISTERED            REGISTERED               SHARE (1)                                  REGISTRATION FEE
<S>                             <C>                     <C>                    <C>                    <C>
Common Stock                    1,800,000               $28.28125              $50,906,250            $15,017.34
$.01 par value

---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h) on the basis of the average of the
high and low price for shares of the Registrant's Common Stock as reported on
the New York Stock Exchange, Inc. composite tape on December 18, 1997.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

<PAGE>
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      The Registration Statement on Form S-8 (No. 33-41308) previously filed
with the Securities and Exchange Commission on June 20, 1991, as amended by
Post-Effective Amendment No. 1, dated December 23, 1991, is hereby incorporated
by reference.

      On October 21, 1997, the Board of Directors of the Registrant approved
the Amended and Restated Employee Stock Purchase Plan (the "Plan") which
increased the number of shares of Common Stock, $.01 par value, issuable under
the Plan from 1,200,000 to 3,000,000. The Plan was approved by the Stockholders
of the Registrant on December 18, 1997. This Registration Statement is being
filed to reflect the additional 1,800,000 shares to be issued under the Plan,
as amended and restated.


Item 5. Interests of Named Experts and Counsel

      Certain legal matters in connection with the shares of Common Stock
offered hereby have been passed upon for the Company by Harry L. Goldsmith,
General Counsel, Senior Vice President and Secretary of the Company. Mr.
Goldsmith is an owner of Common Stock of the Company, has received options to
purchase additional Common Stock, and will be eligible to participate in the
Plan being registered hereunder.


Item 8. Exhibits

      4.1   AutoZone, Inc. Amended and Restated Employee Stock Purchase Plan.
            Incorporated by reference to Exhibit A to the definitive Proxy
            Statement dated October 29, 1997, filed with the Securities and 
            Exchange Commission pursuant to Regulation 14A of the Securities 
            Exchange Act of 1934.

      5.1   Opinion of Harry L. Goldsmith, General Counsel of AutoZone, Inc.

      23.1  Consent of Ernst & Young LLP.

      23.2  Consent of Harry L. Goldsmith, General Counsel of AutoZone, Inc.
            (included in the opinion filed as Exhibit 5.1).

      24.1  Power of Attorney (incorporated in the Signature Page).



<PAGE>
                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, on December 19,
1997.

                                    AUTOZONE, INC.


                                    By: /s/ J.C. ADAMS, JR.
                                        -----------------------------------
                                          J.C. Adams, Jr.
                                          Chairman, Chief Executive Officer
                                          and Director


POWER OF ATTORNEY

      KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Hunt, Harry L. Goldsmith and Donald R.
Rawlins, and  each  of  them, his true and lawful attorneys-in-fact and agents,
with full power of substitution  and  resubstitution,  for him and in his name,
place  and  stead, in any and all capacities, to sign any  and  all  amendments
(including post-effective  amendments)  to  this Registration Statement, and to
file the same, with all exhibits thereto, and  other  documents  in  connection
therewith,  with  the  Securities  and Exchange Commission, granting unto  said
attorneys-in-fact and agents, and each  of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done in
and about the premises, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant  to  the  requirements  of  the Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  person  in  the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE                                TITLE                                    DATE

<S>                                      <C>                                      <C>
/s/ J.C. ADAMS, JR.                      Chairman, Chief Executive Officer,       December 18, 1997
---------------------------              and Director
  J.C. Adams, Jr.                        (Principal Executive Officer)

                                         
/s/ TIMOTHY D. VARGO                     President, Chief Operating Officer,      December 18, 1997
----------------------------             and Director
Timothy D. Vargo


/s/ ROBERT J. HUNT                       Executive Vice President, Chief          December 18, 1997
----------------------------             Financial Officer and Director
Robert J. Hunt                           (Principal Financial Officer)


/s/ MICHAEL E. BUTTERICK                 Vice President and Controller            December 18, 1997
----------------------------             (Principal Accounting Officer)
Michael E. Butterick 


/s/ ANDREW M. CLARKSON                   Director                                 December 18, 1997
----------------------------
Andrew M. Clarkson


/s/ N. GERRY HOUSE                       Director                                 December 18, 1997
----------------------------
N. Gerry House


/s/ J.R. HYDE, III                       Director                                 December 18, 1997
----------------------------
J.R. Hyde, III


/s/ JAMES F. KEEGAN                      Director                                 December 18, 1997
----------------------------
James F. Keegan


----------------------------             Director
Michael W. Michelson


/s/ JOHN E. MOLL                         Director                                 December 18, 1997
----------------------------
John E. Moll


----------------------------             Director
George R. Roberts


/s/ RONALD A. TERRY                      Director                                 December 18, 1997
----------------------------
Ronald A. Terry

</TABLE>




<PAGE>
                                 EXHIBIT INDEX

      4.1   AutoZone, Inc. Amended and Restated Employee Stock Purchase Plan.
            Incorporated by reference to Exhibit A to the definitive Proxy
            Statement dated October 29, 1997, filed with the Securities and 
            Exchange Commission pursuant to Regulation 14A of the Securities 
            Exchange Act of 1934.

      5.1   Opinion of Harry L. Goldsmith, General Counsel of AutoZone, Inc.

      23.1  Consent of Ernst & Young LLP.

      23.2  Consent of Harry L. Goldsmith, General Counsel of AutoZone, Inc.
            (included in the opinion filed as Exhibit 5.1).

      24.1  Power of Attorney (incorporated in the Signature Page).
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{"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": "S-8", "act": "33", "file-number": "333-42797", "film-number": "97741666"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                              AUTOZONE, INC.
            (Exact name of registrant as specified in its charter)

      Nevada                                                   62-1482048
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                            123 South Front Street
                           Memphis, Tennessee 38103
              (Address of Principal Executive Offices)(Zip Code)

                    AUTOZONE, INC. AMENDED AND RESTATED
                       EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                              Harry L. Goldsmith
                                   Secretary
                            123 South Front Street
                           Memphis, Tennessee 38103
              (Name and address of agent for service of process)

                                (901) 495-6500
                    (Telephone number, including area code,
                       of agent for service of process)
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------

                                                                            PROPOSED MAXIMUM
                                                    PROPOSED MAXIMUM       AGGREGATE OFFERING
 TITLE OF SECURITIES TO       AMOUNT TO BE         OFFERING PRICE PER           PRICE (1)              AMOUNT OF
      BE REGISTERED            REGISTERED               SHARE (1)                                  REGISTRATION FEE
Common Stock                    1,800,000               $28.28125              $50,906,250            $15,017.34
$.01 par value

---------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h) on the basis of the average of the
high and low price for shares of the Registrant's Common Stock as reported on
the New York Stock Exchange, Inc. composite tape on December 18, 1997.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      The Registration Statement on Form S-8 (No. 33-41308) previously filed
with the Securities and Exchange Commission on June 20, 1991, as amended by
Post-Effective Amendment No. 1, dated December 23, 1991, is hereby incorporated
by reference.

      On October 21, 1997, the Board of Directors of the Registrant approved
the Amended and Restated Employee Stock Purchase Plan (the "Plan") which
increased the number of shares of Common Stock, $.01 par value, issuable under
the Plan from 1,200,000 to 3,000,000. The Plan was approved by the Stockholders
of the Registrant on December 18, 1997. This Registration Statement is being
filed to reflect the additional 1,800,000 shares to be issued under the Plan,
as amended and restated.

Item 5. Interests of Named Experts and Counsel

      Certain legal matters in connection with the shares of Common Stock
offered hereby have been passed upon for the Company by Harry L. Goldsmith,
General Counsel, Senior Vice President and Secretary of the Company. Mr.
Goldsmith is an owner of Common Stock of the Company, has received options to
purchase additional Common Stock, and will be eligible to participate in the
Plan being registered hereunder.

Item 8. Exhibits

      4.1   AutoZone, Inc. Amended and Restated Employee Stock Purchase Plan.
            Incorporated by reference to Exhibit A to the definitive Proxy
            Statement dated October 29, 1997, filed with the Securities and 
            Exchange Commission pursuant to Regulation 14A of the Securities 
            Exchange Act of 1934.

      5.1   Opinion of Harry L. Goldsmith, General Counsel of AutoZone, Inc.

      23.1  Consent of Ernst & Young LLP.

      23.2  Consent of Harry L. Goldsmith, General Counsel of AutoZone, Inc.
            (included in the opinion filed as Exhibit 5.1).

      24.1  Power of Attorney (incorporated in the Signature Page).
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, on December 19,
1997.

                                    AUTOZONE, INC.

                                    By: /s/ J.C. ADAMS, JR.
                                        -----------------------------------
                                          J.C. Adams, Jr.
                                          Chairman, Chief Executive Officer
                                          and Director

POWER OF ATTORNEY

      KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Hunt, Harry L. Goldsmith and Donald R.
Rawlins, and  each  of  them, his true and lawful attorneys-in-fact and agents,
with full power of substitution  and  resubstitution,  for him and in his name,
place  and  stead, in any and all capacities, to sign any  and  all  amendments
(including post-effective  amendments)  to  this Registration Statement, and to
file the same, with all exhibits thereto, and  other  documents  in  connection
therewith,  with  the  Securities  and Exchange Commission, granting unto  said
attorneys-in-fact and agents, and each  of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done in
and about the premises, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant  to  the  requirements  of  the Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  person  in  the
capacities and on the dates indicated:
SIGNATURE                                TITLE                                    DATE
/s/ J.C. ADAMS, JR.                      Chairman, Chief Executive Officer,       December 18, 1997
---------------------------              and Director
  J.C. Adams, Jr.                        (Principal Executive Officer)

                                         
/s/ TIMOTHY D. VARGO                     President, Chief Operating Officer,      December 18, 1997
----------------------------             and Director
Timothy D. Vargo

/s/ ROBERT J. HUNT                       Executive Vice President, Chief          December 18, 1997
----------------------------             Financial Officer and Director
Robert J. Hunt                           (Principal Financial Officer)

/s/ MICHAEL E. BUTTERICK                 Vice President and Controller            December 18, 1997
----------------------------             (Principal Accounting Officer)
Michael E. Butterick 

/s/ ANDREW M. CLARKSON                   Director                                 December 18, 1997
----------------------------
Andrew M. Clarkson

/s/ N. GERRY HOUSE                       Director                                 December 18, 1997
----------------------------
N. Gerry House

/s/ J.R. HYDE, III                       Director                                 December 18, 1997
----------------------------
J.R. Hyde, III

/s/ JAMES F. KEEGAN                      Director                                 December 18, 1997
----------------------------
James F. Keegan

----------------------------             Director
Michael W. Michelson

/s/ JOHN E. MOLL                         Director                                 December 18, 1997
----------------------------
John E. Moll

----------------------------             Director
George R. Roberts

/s/ RONALD A. TERRY                      Director                                 December 18, 1997
----------------------------
Ronald A. Terry
EXHIBIT INDEX

      4.1   AutoZone, Inc. Amended and Restated Employee Stock Purchase Plan.
            Incorporated by reference to Exhibit A to the definitive Proxy
            Statement dated October 29, 1997, filed with the Securities and 
            Exchange Commission pursuant to Regulation 14A of the Securities 
            Exchange Act of 1934.

      5.1   Opinion of Harry L. Goldsmith, General Counsel of AutoZone, Inc.

      23.1  Consent of Ernst & Young LLP.

      23.2  Consent of Harry L. Goldsmith, General Counsel of AutoZone, Inc.
            (included in the opinion filed as Exhibit 5.1).

      24.1  Power of Attorney (incorporated in the Signature Page).