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   <title>FORM S-8</title>
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<div class=Section1>
<center><b><font size=+1>FORM S-8</font></b>
<br>&nbsp;
<p>REGISTRATION STATEMENT
<br>UNDER THE SECURITIES ACT OF 1933
<br>&nbsp;
<p><b><font size=+1>AUTOZONE, INC.</font></b>
<br>(Exact name of registrant as specified in its charter)</center>

<p><br>
<center><table CELLSPACING=0 CELLPADDING=0 COLS=2 WIDTH="80%" >
<tr>
<td>
<center>Nevada&nbsp;</center>
</td>

<td>
<center>62-1482048</center>
</td>
</tr>

<tr>
<td>
<center>(State or other jurisdiction of&nbsp;
<br>incorporation or organization)&nbsp;</center>
</td>

<td>
<center>(I.R.S. Employer
<br>Identification No.)</center>
</td>
</tr>
</table></center>

<center>
<p>123 South Front Street
<br>Memphis, Tennessee 38103
<br>(Address of Principal Executive Offices)(Zip Code)
<p><b>AUTOZONE, INC. 2003 DIRECTOR STOCK OPTION PLAN</b>
<br>(Full title of the plan)
<p>Harry L. Goldsmith
<br>Secretary
<br>123 South Front Street
<br>Memphis, Tennessee 38103
<br>(Name and address of agent for service of process)
<br>&nbsp;
<p>(901) 495-6500
<br>(Telephone number, including area code,
<br>of agent for service of process)
<br>&nbsp;
<p>Calculation of Registration Fee</center>

<p><br>
<center><table CELLSPACING=0 CELLPADDING=7 WIDTH="638" >
<tr VALIGN=BOTTOM>
<td VALIGN=BOTTOM WIDTH="21%">
<br><b>Title of securities to be registered</b></td>

<td VALIGN=BOTTOM WIDTH="20%">
<br><b>Amount to be</b>
<br><b>registered</b></td>

<td VALIGN=BOTTOM WIDTH="20%"><b>Proposed maximum offering price per unit
(1)</b></td>

<td VALIGN=BOTTOM WIDTH="19%"><b>Proposed maximum aggregate offering price
(1)</b></td>

<td VALIGN=BOTTOM WIDTH="21%">
<br><b>Amount of</b>
<br><b>registration fee</b></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="21%">Common Stock
<br>$.01 par value</td>

<td VALIGN=TOP WIDTH="20%">400,000</td>

<td VALIGN=TOP WIDTH="20%">$62.84</td>

<td VALIGN=TOP WIDTH="19%">$25,136,000.00</td>

<td VALIGN=TOP WIDTH="21%">
<div class="MsoNormal">
<div class="MsoNormal">$2,036.02</div>
</div>
</td>
</tr>
</table></center>


<p class="MsoBodyText">(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 March 5, 2003.
<br>&nbsp;
<br>&nbsp;
<br>
<center>
<p>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
<p><b>PART I</b></center>


<p class="MsoFootnoteText">Item 1.&nbsp;&nbsp;&nbsp;&nbsp; Plan Information

<p class="MsoNormal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not required to be filed with this Registration Statement.

<p class="MsoFootnoteText">Item 2.&nbsp;&nbsp;&nbsp; Registration Information
and Employee Plan Annual Information

<p class="MsoNormal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not required to be filed with this Registration Statement.
<center>
<p><b>PART II</b></center>


<p class="MsoFootnoteText">Item 3.&nbsp; Incorporation of Documents by
Reference

<p class="MsoNormal" style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following documents filed with the Commission by AutoZone, Inc., a
Nevada corporation ("AutoZone") or the Company are incorporated as of their
respective dates in this Registration Statement by reference:
<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=0 WIDTH="80%" >
<tr ALIGN=LEFT VALIGN=TOP>
<td>a.</td>

<td></td>

<td>
<div class="MsoNormal">Annual Report on Form 10-K for the fiscal year ended
August 31, 2002.</div>
</td>
</tr>

<tr>
<td></td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>b.</td>

<td></td>

<td ALIGN=LEFT>
<div class="MsoNormal">Current Reports on Form 8-K dated September 25,
2002, October 1, 2002, October 18, 2002, October 30, 2002, November 26,
2002, December 12, 2002, January 29, 2003, February 10, 2003, February
18, 2003, and March 4, 2003.</div>
</td>
</tr>

<tr>
<td></td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>c.</td>

<td>&nbsp;</td>

<td>
<div class="MsoNormal">Definitive Proxy Statement dated November 1, 2002.</div>
</td>
</tr>

<tr VALIGN=TOP>
<td></td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>d.</td>

<td></td>

<td>
<div class="MsoNormal">Quarterly Report on Form 10-Q for the fiscal quarter
ended November 23, 2002.</div>
</td>
</tr>
</table></center>


<p class="MsoBodyTextIndent" style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All documents filed by the Company pursuant to Section 13(a) and 15(d)
of the Securities and Exchange Act of 1934 ("Exchange Act") after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

<p class="MsoBodyTextIndent" style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.&nbsp; Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

<p class="MsoNormal">Item 4.&nbsp; Description of Securities.

<p class="MsoNormal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.

<p class="MsoNormal">Item 5.&nbsp; Interests of Named Experts and Counsel

<p class="MsoBodyText">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Certain legal matters in connection with the issuance of the shares of
Common Stock offered hereby will be passed upon for the Company by Donald
R. Rawlins, Vice President, Assistant General Counsel and Assistant Secretary
of the Company.&nbsp; Mr. Rawlins is the owner of 209 shares of the Company's
Common Stock and has received options to purchase 22,000 additional shares
of Common Stock of the Company.

<p class="MsoNormal">Item 6.&nbsp; Indemnification of Directors and Officers.

<p class="MsoBodyTextIndent2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Company's Restated Articles of Incorporation provide that a director
or officer of AutoZone shall not be personally liable to AutoZone or its
stockholders for damages of any breach of fiduciary duty as a director
or officer, except for liability for (i) pursuant to Nevada Revised Statutes
78.138, (ii) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, or (iii) the payment of distributions in
violation of Nevada Revised Statutes 78.300.&nbsp; In addition, Nevada
Revised Statutes 78.751 and Article III, Section 13 of AutoZone's Third
Amended and Restated Bylaws ("Bylaws"), under certain circumstances, provide
for the indemnification of AutoZone's officers, directors, employees and
agents against liabilities which they may incur in such capacities.&nbsp;
A summary of the circumstances in which such indemnification is provided
for is contained herein, but that description is qualified in its entirety
by reference to Article III, Section 13 of AutoZone's Bylaws.

<p class="MsoNormal" style="text-align:justify;text-indent:.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In general, any officer, director, employee or agent shall be indemnified
against expenses including attorneys' fees, fines, settlements or judgments
which were actually and reasonably incurred in connection with a legal
proceeding, other than one brought by or on the behalf of AutoZone, to
which he was a party as a result of such relationship, if he acted in good
faith, and in the manner he believed to be in or not opposed to AutoZone's
best interest and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.&nbsp; If the action
or suit is brought by or on behalf of AutoZone, the person to be indemnified
must have acted in good faith and in a manner he reasonably believed to
be in or not opposed to AutoZone's best interest.&nbsp; No indemnification
will be made in respect to any claim, issue or matter as to which such
person shall have been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to AutoZone or for amounts
paid in settlement to AutoZone, unless and only to the extent that the
court in which the action or suit was brought, or other court of competent
jurisdiction, determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.

<p class="MsoNormal" style="text-align:justify;text-indent:.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any indemnification under the previous paragraphs, unless ordered by a
court or advanced as provided in the succeeding paragraph, must be made
by AutoZone only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances.&nbsp; The determination must be made (i) by the stockholders,
(ii) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding, (iii)
if a majority vote of a quorum consisting of directors who were not parties
to the act, suit or proceeding so orders, by independent legal counsel
in a written opinion, or (iv) if a quorum consisting of directors who were
not parties to the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.&nbsp; To the extent that a director,
officer, employee or agent of AutoZone has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
the previous paragraph, or in defense of any claim, issue or matter therein,
he must be indemnified by AutoZone against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.

<p class="MsoNormal" style="text-align:justify;text-indent:.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding may be paid by AutoZone as they are incurred
and in advance of final disposition of the action, suit or proceeding,
upon receipt of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by AutoZone as authorized
by the Bylaws.&nbsp; Such expenses incurred by other employees and agents
to be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

<p class="MsoNormal" style="text-align:justify;text-indent:.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The indemnification and advancement of expenses authorized in or ordered
by a court as provided in the foregoing paragraphs does not exclude any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the Restated Articles of Incorporation,
or any bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, for either an action in his official capacity or an action
in another capacity while holding his office, except that indemnification,
unless ordered by a court as described in the third preceding paragraph
or for advancement of expenses made as described in the preceding paragraph,
may not be made to or on behalf of any director or officer if a final adjudication
establishes that his acts involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.&nbsp; If
a claim for indemnification or payment of expenses under Section 13 of
Article III of the Bylaws is not paid in full within ninety (90) days of
a written claim therefor has been received by AutoZone, the claimant may
file suit to recover the unpaid amount of such claim, and, if successful
in whole or in part, shall be entitled to be paid the expense of prosecuting
such claim.&nbsp; In any such action, AutoZone shall have the burden of
proving that the claimant was not entitled to the requested indemnification
or payment of expenses under applicable law.

<p class="MsoNormal" style="text-align:justify;text-indent:.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Board of Directors may authorize, by a vote of a majority of a quorum
of the Board of Directors, AutoZone to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of AutoZone, or is or was serving at the request of AutoZone as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not AutoZone would have the power to indemnify
him against such liability under the provisions of Section 13 of Article
III of the Bylaws.&nbsp; The Board of Directors may authorize AutoZone
to enter into a contract with any person who is or was a director, officer,
employee or agent of another partnership, joint venture, trust or other
enterprise providing for indemnification rights equivalent to or, if the
Board of Directors so determines, greater than those provided for by Section
13 of Article III of the Bylaws.

<p class="MsoNormal" style="text-align:justify;text-indent:.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
AutoZone has also purchased insurance for its directors and officers for
certain losses arising from claims or charges made against them in their
capacities as directors and officers of AutoZone.

<p class="MsoNormal">Item 7.&nbsp; Exemption from Registration Claimed

<p class="MsoNormal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.

<p class="MsoNormal">Item 8.&nbsp; Exhibits
<br>&nbsp;
<br>&nbsp;
<center><table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="80%" >
<tr ALIGN=LEFT VALIGN=TOP>
<td>4.1</td>

<td></td>

<td>
<div class="MsoNormal">AutoZone, Inc., 2003 Director Stock Option Plan
(attached as Appendix C to the definitive Proxy Statement dated November
1, 2002, which is incorporated herein by reference).</div>
</td>
</tr>

<tr>
<td></td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>5.1</td>

<td></td>

<td>
<div class="MsoNormal">Opinion of Donald R. Rawlins, Vice President, Assistant
General Counsel and Assistant Secretary of AutoZone, Inc.</div>
</td>
</tr>

<tr>
<td></td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>23.1</td>

<td></td>

<td>
<div class="MsoNormal">Consent of Ernst &amp; Young LLP.</div>
</td>
</tr>

<tr>
<td></td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>23.2&nbsp;</td>

<td></td>

<td>
<div class="MsoNormal">Consent of Donald R. Rawlins, Vice President, Assistant
General Counsel and Assistant Secretary of AutoZone, Inc. (included in
the opinion filed as Exhibit 5.1).</div>
</td>
</tr>

<tr>
<td></td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>24.1</td>

<td></td>

<td>
<div class="MsoNormal">Power of Attorney (incorporated in the Signature
Page to this Registration Statement).</div>
</td>
</tr>
</table></center>


<p class="MsoBodyText">Item 9.&nbsp; Undertakings.
<br>&nbsp;

<p class="MsoBodyText">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes:
<blockquote>
<blockquote>
<div class="MsoBodyTextIndent3" style="text-indent:.75in;tab-stops:1.0in">(1)&nbsp;
to file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:</div>

<blockquote>
<div class="MsoBodyTextIndent3" style="tab-stops:1.25in">(i)&nbsp; To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</div>
</blockquote>
</blockquote>
</blockquote>

<blockquote>
<blockquote>
<blockquote>
<div class="MsoBodyTextIndent3" style="tab-stops:1.25in">(ii)&nbsp; To
reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;</div>

<div class="MsoBodyTextIndent3" style="tab-stops:1.25in">(iii)&nbsp; To
include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;</div>
</blockquote>
</blockquote>
</blockquote>

<blockquote>
<div class="MsoBodyTextIndent3" style="text-indent:0in">Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information
contained in periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.</div>
</blockquote>

<blockquote>
<blockquote>
<div class="MsoBodyTextIndent3" style="text-indent:.75in">(2)&nbsp; That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities being offered therein, and the offering
of such securities at that time shall be deemed to be an initial bona fide
offering thereof.</div>
</blockquote>
</blockquote>

<blockquote>
<blockquote>
<div class="MsoBodyTextIndent3" style="text-indent:.75in">(3)&nbsp; To
remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination
of the offering.</div>
</blockquote>
</blockquote>

<blockquote>
<div class="MsoBodyTextIndent3" style="text-indent:.5in;tab-stops:.75in">(b)&nbsp;
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be an initial bona fide offering thereof.</div>
</blockquote>

<blockquote>
<div class="MsoBodyTextIndent3" style="text-indent:.5in;tab-stops:.75in">(c)&nbsp;
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable.&nbsp; In the
event that a claim for indemnification against such liabilities (other
than payment by the registrant of expenses incurred or paid by a director,
officer or other controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.</div>
</blockquote>

<br>&nbsp;
<div class="MsoBodyText">&nbsp;</div>

<div class="MsoBodyTextIndent3" style="text-indent:0in">
<hr NOSHADE WIDTH="100%"></div>

<center><b>SIGNATURES</b></center>


<p class="MsoNormal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 March 7, 2003.

<p class="MsoNormal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
AUTOZONE, INC.

<p class="MsoNormal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:<u>&nbsp; /s/ Steve Odland</u>
<div class="MsoNormal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Steve Odland</div>

<div class="MsoNormal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Chairman, Chief Executive Officer, President</div>

<div class="MsoNormal">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
and Director</div>

<div class="MsoNormal" style="text-align:justify">POWER OF ATTORNEY</div>

<br>&nbsp;
<br>&nbsp;

<p class="MsoNormal" style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints 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.
<br>&nbsp;

<p class="MsoNormal" style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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:
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<table BORDER=0 CELLSPACING=5 CELLPADDING=5 style="border-collapse:collapse;
 mso-padding-alt:0in 5.4pt 0in 5.4pt" >
<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>Signature</u></div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>Title</u></div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>Date</u></div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ Steve Odland&nbsp;</u></div>

<div class="MsoNormal">Steve Odland</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Chairman, Chief Executive Officer, President and
Director</div>

<div class="MsoNormal">(Principal Executive Officer)</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ Michael G. Archbold&nbsp;</u></div>

<div class="MsoNormal">Michael G. Archbold</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Executive Vice President and Chief Financial Officer&nbsp;</div>

<div class="MsoNormal">(Principal Financial Officer)</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ Charlie Pleas, III&nbsp;</u></div>

<div class="MsoNormal">Charlie Pleas, III</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Vice President and Controller&nbsp;</div>

<div class="MsoNormal">(Principal Accounting Officer)</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ Charles M. Elson&nbsp;</u></div>

<div class="MsoNormal">Charles M. Elson&nbsp;</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Director</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ Marshar J. Evans&nbsp;</u></div>

<div class="MsoNormal">Marsha J. Evans</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Director</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ N. Gerry House&nbsp;</u></div>

<div class="MsoNormal">N. Gerry House</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Director</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ Earl G. Graves, Jr.&nbsp;</u></div>

<div class="MsoNormal">Earl G. Graves, Jr.</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Director</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ J.R. Hyde, III&nbsp;</u></div>

<div class="MsoNormal">J.R. Hyde, III</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Director</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ James F. Keegan&nbsp;</u></div>

<div class="MsoNormal">James F. Keegan</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Director</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ Edward S. Lampert&nbsp;</u></div>

<div class="MsoNormal">Edward S. Lampert</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Director</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal"><u>/s/ W. Andrew McKenna&nbsp;</u></div>

<div class="MsoNormal">W. Andrew McKenna</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">Director</div>
</td>

<td VALIGN=TOP WIDTH="213" style="width:159.6pt;padding:0in 5.4pt 0in 5.4pt">
<div class="MsoNormal">March 7, 2003</div>
</td>
</tr>
</table>

<center>
<p>
<hr NOSHADE WIDTH="100%">
<br>&nbsp;
<p>EXHIBIT INDEX</center>

<p><br>
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<center><table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="80%" >
<tr ALIGN=LEFT VALIGN=TOP>
<td>4.1</td>

<td></td>

<td>
<div class="MsoNormal">AutoZone, Inc., 2003 Director Stock Option Plan
(attached as Appendix C to the definitive Proxy Statement dated November
1, 2002, which is incorporated herein by reference).</div>
</td>
</tr>

<tr>
<td>&nbsp;</td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>5.1</td>

<td></td>

<td>
<div class="MsoNormal">Opinion of Donald R. Rawlins, Vice President, Assistant
General Counsel and Assistant Secretary of AutoZone, Inc.</div>
</td>
</tr>

<tr>
<td></td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>23.1&nbsp;</td>

<td></td>

<td>
<div class="MsoNormal">Consent of Ernst &amp; Young LLP.</div>
</td>
</tr>

<tr>
<td></td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>23.2</td>

<td></td>

<td>
<div class="MsoNormal">Consent of Donald R. Rawlins, Vice President, Assistant
General Counsel and Assistant Secretary of AutoZone, Inc. (included in
the opinion filed as Exhibit 5.1).</div>
</td>
</tr>

<tr>
<td></td>

<td></td>

<td></td>
</tr>

<tr ALIGN=LEFT VALIGN=TOP>
<td>24.1</td>

<td></td>

<td>
<div class="MsoNormal">Power of Attorney (incorporated in the Signature
Page to this Registration Statement).</div>
</td>
</tr>
</table></center>
</div>

</body>
</html>
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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": "0830"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103666", "film-number": "03596196"}, "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": "38101-2198"}}
FORM S-8
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
incorporation or organization)
(I.R.S. Employer
Identification No.)
123 South Front Street
Memphis, Tennessee 38103
(Address of Principal Executive Offices)(Zip Code)
AUTOZONE, INC. 2003 DIRECTOR STOCK OPTION 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
Title of securities to be registered
Amount to be
registered
Proposed maximum offering price per unit
(1)
Proposed maximum aggregate offering price
(1)
Amount of
registration fee
Common Stock
$.01 par value
400,000
$62.84
$25,136,000.00
$2,036.02
(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 March 5, 2003.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
PART I
Item 1.     Plan Information
Not required to be filed with this Registration Statement.
Item 2.    Registration Information
and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3.  Incorporation of Documents by
Reference
The following documents filed with the Commission by AutoZone, Inc., a
Nevada corporation ("AutoZone") or the Company are incorporated as of their
respective dates in this Registration Statement by reference:
a.
Annual Report on Form 10-K for the fiscal year ended
August 31, 2002.
b.
Current Reports on Form 8-K dated September 25,
2002, October 1, 2002, October 18, 2002, October 30, 2002, November 26,
2002, December 12, 2002, January 29, 2003, February 10, 2003, February
18, 2003, and March 4, 2003.
c.
Definitive Proxy Statement dated November 1, 2002.
d.
Quarterly Report on Form 10-Q for the fiscal quarter
ended November 23, 2002.
All documents filed by the Company pursuant to Section 13(a) and 15(d)
of the Securities and Exchange Act of 1934 ("Exchange Act") after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4.  Description of Securities.
Not applicable.
Item 5.  Interests of Named Experts and Counsel
Certain legal matters in connection with the issuance of the shares of
Common Stock offered hereby will be passed upon for the Company by Donald
R. Rawlins, Vice President, Assistant General Counsel and Assistant Secretary
of the Company.  Mr. Rawlins is the owner of 209 shares of the Company's
Common Stock and has received options to purchase 22,000 additional shares
of Common Stock of the Company.
Item 6.  Indemnification of Directors and Officers.
The Company's Restated Articles of Incorporation provide that a director
or officer of AutoZone shall not be personally liable to AutoZone or its
stockholders for damages of any breach of fiduciary duty as a director
or officer, except for liability for (i) pursuant to Nevada Revised Statutes
78.138, (ii) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, or (iii) the payment of distributions in
violation of Nevada Revised Statutes 78.300.  In addition, Nevada
Revised Statutes 78.751 and Article III, Section 13 of AutoZone's Third
Amended and Restated Bylaws ("Bylaws"), under certain circumstances, provide
for the indemnification of AutoZone's officers, directors, employees and
agents against liabilities which they may incur in such capacities. 
A summary of the circumstances in which such indemnification is provided
for is contained herein, but that description is qualified in its entirety
by reference to Article III, Section 13 of AutoZone's Bylaws.
In general, any officer, director, employee or agent shall be indemnified
against expenses including attorneys' fees, fines, settlements or judgments
which were actually and reasonably incurred in connection with a legal
proceeding, other than one brought by or on the behalf of AutoZone, to
which he was a party as a result of such relationship, if he acted in good
faith, and in the manner he believed to be in or not opposed to AutoZone's
best interest and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  If the action
or suit is brought by or on behalf of AutoZone, the person to be indemnified
must have acted in good faith and in a manner he reasonably believed to
be in or not opposed to AutoZone's best interest.  No indemnification
will be made in respect to any claim, issue or matter as to which such
person shall have been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to AutoZone or for amounts
paid in settlement to AutoZone, unless and only to the extent that the
court in which the action or suit was brought, or other court of competent
jurisdiction, determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.
Any indemnification under the previous paragraphs, unless ordered by a
court or advanced as provided in the succeeding paragraph, must be made
by AutoZone only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances.  The determination must be made (i) by the stockholders,
(ii) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding, (iii)
if a majority vote of a quorum consisting of directors who were not parties
to the act, suit or proceeding so orders, by independent legal counsel
in a written opinion, or (iv) if a quorum consisting of directors who were
not parties to the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.  To the extent that a director,
officer, employee or agent of AutoZone has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
the previous paragraph, or in defense of any claim, issue or matter therein,
he must be indemnified by AutoZone against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.
Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding may be paid by AutoZone as they are incurred
and in advance of final disposition of the action, suit or proceeding,
upon receipt of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by AutoZone as authorized
by the Bylaws.  Such expenses incurred by other employees and agents
to be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.
The indemnification and advancement of expenses authorized in or ordered
by a court as provided in the foregoing paragraphs does not exclude any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the Restated Articles of Incorporation,
or any bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, for either an action in his official capacity or an action
in another capacity while holding his office, except that indemnification,
unless ordered by a court as described in the third preceding paragraph
or for advancement of expenses made as described in the preceding paragraph,
may not be made to or on behalf of any director or officer if a final adjudication
establishes that his acts involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.  If
a claim for indemnification or payment of expenses under Section 13 of
Article III of the Bylaws is not paid in full within ninety (90) days of
a written claim therefor has been received by AutoZone, the claimant may
file suit to recover the unpaid amount of such claim, and, if successful
in whole or in part, shall be entitled to be paid the expense of prosecuting
such claim.  In any such action, AutoZone shall have the burden of
proving that the claimant was not entitled to the requested indemnification
or payment of expenses under applicable law.
The Board of Directors may authorize, by a vote of a majority of a quorum
of the Board of Directors, AutoZone to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of AutoZone, or is or was serving at the request of AutoZone as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not AutoZone would have the power to indemnify
him against such liability under the provisions of Section 13 of Article
III of the Bylaws.  The Board of Directors may authorize AutoZone
to enter into a contract with any person who is or was a director, officer,
employee or agent of another partnership, joint venture, trust or other
enterprise providing for indemnification rights equivalent to or, if the
Board of Directors so determines, greater than those provided for by Section
13 of Article III of the Bylaws.
AutoZone has also purchased insurance for its directors and officers for
certain losses arising from claims or charges made against them in their
capacities as directors and officers of AutoZone.
Item 7.  Exemption from Registration Claimed
Not applicable.
Item 8.  Exhibits
4.1
AutoZone, Inc., 2003 Director Stock Option Plan
(attached as Appendix C to the definitive Proxy Statement dated November
1, 2002, which is incorporated herein by reference).
5.1
Opinion of Donald R. Rawlins, Vice President, Assistant
General Counsel and Assistant Secretary of AutoZone, Inc.
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Donald R. Rawlins, Vice President, Assistant
General Counsel and Assistant Secretary of AutoZone, Inc. (included in
the opinion filed as Exhibit 5.1).
24.1
Power of Attorney (incorporated in the Signature
Page to this Registration Statement).
Item 9.  Undertakings.
(a)   
The undersigned registrant hereby undertakes:
(1) 
to file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i)  To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)  To
reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
(iii)  To
include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information
contained in periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2)  That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities being offered therein, and the offering
of such securities at that time shall be deemed to be an initial bona fide
offering thereof.
(3)  To
remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination
of the offering.
(b) 
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be an initial bona fide offering thereof.
(c) 
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other
than payment by the registrant of expenses incurred or paid by a director,
officer or other controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
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 March 7, 2003.
AUTOZONE, INC.
By:
/s/ Steve Odland
Steve Odland
Chairman, Chief Executive Officer, President
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints 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/ Steve Odland
Steve Odland
Chairman, Chief Executive Officer, President and
Director
(Principal Executive Officer)
March 7, 2003
/s/ Michael G. Archbold
Michael G. Archbold
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
March 7, 2003
/s/ Charlie Pleas, III
Charlie Pleas, III
Vice President and Controller
(Principal Accounting Officer)
March 7, 2003
/s/ Charles M. Elson
Charles M. Elson
Director
March 7, 2003
/s/ Marshar J. Evans
Marsha J. Evans
Director
March 7, 2003
/s/ N. Gerry House
N. Gerry House
Director
March 7, 2003
/s/ Earl G. Graves, Jr.
Earl G. Graves, Jr.
Director
March 7, 2003
/s/ J.R. Hyde, III
J.R. Hyde, III
Director
March 7, 2003
/s/ James F. Keegan
James F. Keegan
Director
March 7, 2003
/s/ Edward S. Lampert
Edward S. Lampert
Director
March 7, 2003
/s/ W. Andrew McKenna
W. Andrew McKenna
Director
March 7, 2003
EXHIBIT INDEX
4.1
AutoZone, Inc., 2003 Director Stock Option Plan
(attached as Appendix C to the definitive Proxy Statement dated November
1, 2002, which is incorporated herein by reference).
5.1
Opinion of Donald R. Rawlins, Vice President, Assistant
General Counsel and Assistant Secretary of AutoZone, Inc.
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Donald R. Rawlins, Vice President, Assistant
General Counsel and Assistant Secretary of AutoZone, Inc. (included in
the opinion filed as Exhibit 5.1).
24.1
Power of Attorney (incorporated in the Signature
Page to this Registration Statement).