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. 1996 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
                                
                             Proposed     Proposed         
  Title of                    maximum      maximum         
 securities    Amount to     offering     aggregate     Amount of
   to be          be         price per    offering     registration
 registered   registered     unit (1)     price (1)        fee

Common Stock  6,000,000      $20.50     $123,000,000    $37,272.73
  $.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 January 7, 1997.
                                
------------------------------------------------                                
<PAGE>
                                
                             PART I
                                
Item 1.   Plan Information

          Not required to be filed with this Registration
          Statement.

Item 2.   Registrant 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, 1996.

     b. Proxy Statement dated November 8, 1996.

     c. Current Reports on Form 8-K dated November 8, 1996, and
December 6, 1996.

     d. Form 10-Q for the quarter ended November 23, 1996.

     All documents filed by the Company pursuant to Section 13(a)
and 15(d) of the Securities 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 than remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be 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 sale of the
shares of Common Stock offered hereby will be 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 receive further
options to purchase Common Stock under the Plan.

Item 6.   Indemnification of Officers and Directors

     The Company's Articles of Incorporation provide that a
director or officer of AutoZone shall not be personally liable to
AutoZone or its stockholders for damages for any breach of
fiduciary duty as a director or officer, except for liability for
(i) acts or omission which involve intentional misconduct, fraud
or a knowing violation of law, or (ii) the payment of
distributions in violation of Nevada Revised Statutes 78.300. In
addition, Nevada Revised Statutes 78.751 and Article II, Section
13 of AutoZone's 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 of 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 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 must be paid by
AutoZone as they are incurred and in advance of the 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 by 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 Articles of Incorporation or any bylaw, agreement, vote of
stockholders or disinterested director 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 the Bylaws is not paid in full within ninety (90) days
after 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 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 AutoZone
or is or was serving at the request of AutoZone as 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 in Section 13 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., 1996 Stock Option Plan.  Incorporated
          by reference to Exhibit A to the Proxy Statement dated
          November 8, 1996.

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

     24.1 Consent of Ernst & Young LLP

     25.1 Power of Attorney (incorporated in the Signature Page
          to the 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 the Registration Statement;
               
               (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change to such information in the 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 the 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 Securities Exchange Act of
1934 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 the 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 Act 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 Act and will be governed by the final adjudication of such
issue.

<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 January 10, 1997.

                              AUTOZONE, INC.


                              By: /s/ J.C. Adams, Jr.
                              -------------------------
                              J.C. Adams, Jr.
                              President, Chief Executive Officer
                              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/J.R. Hyde, III              Chairman and          January 10, 1997
--------------------           Director
J.R. Hyde, III


/s/J.C. Adams, Jr.             President, Chief      January 10, 1997
--------------------           Executive Officer,    
J.C. Adams, Jr.                and Director
                               (Principal
                               Executive Officer

                      
/s/Timothy D. Vargo            Vice Chairman, Chief  January 9, 1997
--------------------           Operating Officer,
Timothy D. Vargo               and Director


/s/Robert J. Hunt              Executive Vice        January 10, 1997
--------------------           President and Chief
Robert J. Hunt                 Financial Officer
                               (Principal Financial
                               Officer)

                      
/s/ Michael E. Butterick       Vice President and    January 9, 1997
------------------------       Controller
Michael E. Butterick           (Principal
                               Accounting Officer)


/s/Andrew M. Clarkson          Director              January 9, 1997
---------------------
Andrew M. Clarkson


                               Director              January ____, 1997
--------------------
Thomas S. Hanemann


                               Director              January ____, 1997
--------------------
N. Gerry House


/s/Ronald A. Terry             Director              January 10, 1997
--------------------
Ronald A. Terry


/s/James F. Keegan             Director              January 9, 1997
--------------------
James F. Keegan


                               Director              January ____, 1997
--------------------
Michael W. Michelson


                               Director              January ____, 1997
--------------------
John E. Moll


                               Director              January ____, 1997
--------------------
George R. Roberts
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19884}]
{"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": "333-19561", "film-number": "97504240"}, "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"}}
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. 1996 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
                                
                             Proposed     Proposed         
  Title of                    maximum      maximum         
 securities    Amount to     offering     aggregate     Amount of
   to be          be         price per    offering     registration
 registered   registered     unit (1)     price (1)        fee

Common Stock  6,000,000      $20.50     $123,000,000    $37,272.73
  $.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 January 7, 1997.
                                
------------------------------------------------
PART I
                                
Item 1.   Plan Information

          Not required to be filed with this Registration
          Statement.

Item 2.   Registrant 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, 1996.

     b. Proxy Statement dated November 8, 1996.

     c. Current Reports on Form 8-K dated November 8, 1996, and
December 6, 1996.

     d. Form 10-Q for the quarter ended November 23, 1996.

     All documents filed by the Company pursuant to Section 13(a)
and 15(d) of the Securities 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 than remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be 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 sale of the
shares of Common Stock offered hereby will be 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 receive further
options to purchase Common Stock under the Plan.

Item 6.   Indemnification of Officers and Directors

     The Company's Articles of Incorporation provide that a
director or officer of AutoZone shall not be personally liable to
AutoZone or its stockholders for damages for any breach of
fiduciary duty as a director or officer, except for liability for
(i) acts or omission which involve intentional misconduct, fraud
or a knowing violation of law, or (ii) the payment of
distributions in violation of Nevada Revised Statutes 78.300. In
addition, Nevada Revised Statutes 78.751 and Article II, Section
13 of AutoZone's 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 of 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 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 must be paid by
AutoZone as they are incurred and in advance of the 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 by 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 Articles of Incorporation or any bylaw, agreement, vote of
stockholders or disinterested director 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 the Bylaws is not paid in full within ninety (90) days
after 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 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 AutoZone
or is or was serving at the request of AutoZone as 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 in Section 13 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., 1996 Stock Option Plan.  Incorporated
          by reference to Exhibit A to the Proxy Statement dated
          November 8, 1996.

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

     24.1 Consent of Ernst & Young LLP

     25.1 Power of Attorney (incorporated in the Signature Page
          to the 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 the Registration Statement;
               
               (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change to such information in the 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 the 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 Securities Exchange Act of
1934 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 the 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 Act 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 Act 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 January 10, 1997.

                              AUTOZONE, INC.

                              By: /s/ J.C. Adams, Jr.
                              -------------------------
                              J.C. Adams, Jr.
                              President, Chief Executive Officer
                              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/J.R. Hyde, III              Chairman and          January 10, 1997
--------------------           Director
J.R. Hyde, III

/s/J.C. Adams, Jr.             President, Chief      January 10, 1997
--------------------           Executive Officer,    
J.C. Adams, Jr.                and Director
                               (Principal
                               Executive Officer

                      
/s/Timothy D. Vargo            Vice Chairman, Chief  January 9, 1997
--------------------           Operating Officer,
Timothy D. Vargo               and Director

/s/Robert J. Hunt              Executive Vice        January 10, 1997
--------------------           President and Chief
Robert J. Hunt                 Financial Officer
                               (Principal Financial
                               Officer)

                      
/s/ Michael E. Butterick       Vice President and    January 9, 1997
------------------------       Controller
Michael E. Butterick           (Principal
                               Accounting Officer)

/s/Andrew M. Clarkson          Director              January 9, 1997
---------------------
Andrew M. Clarkson

                               Director              January ____, 1997
--------------------
Thomas S. Hanemann

                               Director              January ____, 1997
--------------------
N. Gerry House

/s/Ronald A. Terry             Director              January 10, 1997
--------------------
Ronald A. Terry

/s/James F. Keegan             Director              January 9, 1997
--------------------
James F. Keegan

                               Director              January ____, 1997
--------------------
Michael W. Michelson

                               Director              January ____, 1997
--------------------
John E. Moll

                               Director              January ____, 1997
--------------------
George R. Roberts