<SEC-DOCUMENT>0001225208-19-000145.txt : 20190102
<SEC-HEADER>0001225208-19-000145.hdr.sgml : 20190102
<ACCEPTANCE-DATETIME>20190102184601
ACCESSION NUMBER:		0001225208-19-000145
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20190101
FILED AS OF DATE:		20190102
DATE AS OF CHANGE:		20190102

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GRAVES EARL G JR
		CENTRAL INDEX KEY:			0001168234

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10714
		FILM NUMBER:		19503143

	MAIL ADDRESS:	
		STREET 1:		123 S. FRONT STREET
		STREET 2:		DEPT. 8074
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38103

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AUTOZONE INC
		CENTRAL INDEX KEY:			0000866787
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-AUTO & HOME SUPPLY STORES [5531]
		IRS NUMBER:				621482048
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0825

	BUSINESS ADDRESS:	
		STREET 1:		123 SOUTH FRONT ST
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38103
		BUSINESS PHONE:		9014956500

	MAIL ADDRESS:	
		STREET 1:		P O BOX 2198
		STREET 2:		DEPT 8074
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38101-2198
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>doc4.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0306</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2019-01-01</periodOfReport>

    <issuer>
        <issuerCik>0000866787</issuerCik>
        <issuerName>AUTOZONE INC</issuerName>
        <issuerTradingSymbol>AZO</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001168234</rptOwnerCik>
            <rptOwnerName>GRAVES EARL G JR</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>123 SOUTH FRONT STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>MEMPHIS</rptOwnerCity>
            <rptOwnerState>TN</rptOwnerState>
            <rptOwnerZipCode>38103</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common Stock</value>
                <footnoteId id="F1"/>
            </securityTitle>
            <transactionDate>
                <value>2019-01-01</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>A</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>310.1300</value>
                    <footnoteId id="F2"/>
                </transactionShares>
                <transactionPricePerShare>
                    <value>838.3400</value>
                    <footnoteId id="F4"/>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                    <footnoteId id="F3"/>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>4106.6600</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
    </nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes>
        <footnote id="F1">Granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan (the &quot;Plan&quot;). Pursuant to the AutoZone, Inc. 2018 Director Compensation Program (the &quot;2018 Program&quot;), directors may elect to be paid either (1) 100% of their annual retainer fees and any additional fees in the form of restricted stock units (&quot;RSUs&quot;) or (2) $85,000 of their annual retainer fees and any additional fees in the form of cash, with the remaining portion of the annual retainer fee ($130,000) paid in the form of restricted stock units. All fees taken in the form of RSUs are paid annually and any portion of the fees to be paid in cash are paid on a quarterly basis.</footnote>
        <footnote id="F2">Restricted stock units (fully vested on the date of grant) issued to the reporting person in accordance with the Plan and the 2018 Program in lieu of the annual retainer fees plus additional fees in an aggregate amount equal to $260,000.  The number of shares of the issuer's common stock underlying the restricted stock unit award is equal to the reporting person's aggregate annual retainer fees plus additional fees, divided by the closing market price of a share of the issuer's common stock on December 31, 2018.</footnote>
        <footnote id="F3">The shares will be delivered to the reporting person upon the earlier of (a) the date on which the reporting person ceases to be a director for any reason, provided that such reporting person incurs a &quot;separation from service&quot; from the issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations) (the &quot;Termination Date&quot;) or (b) the fifth anniversary of the grant date, in which event the reporting person will have an opportunity to re-defer the delivery of the shares up to one year prior to the fifth anniversary; unless the reporting person has irrevocably elected in writing by December 31, 2018, to defer the delivery of such shares until the Termination Date.</footnote>
        <footnote id="F4">The price per share is equal to the closing market price of a share of the issuer's common stock on December 31, 2018.</footnote>
    </footnotes>

    <remarks>gravese-poa010218.txt</remarks>

    <ownerSignature>
        <signatureName>/s/Kristen C. Wright, as attorney-in-fact</signatureName>
        <signatureDate>2019-01-02</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>gravese-poa010218.txt
<TEXT>
POWER OF ATTORNEY


	The undersigned hereby authorizes and designates Kristen C. Wright, Maria M.
Leggett, and Kevin A. Williams, and each of them, as his true and lawful agent
and attorney-in-fact to sign on his behalf any and all statements on Form 3,
Form 4 and Form 5 under Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder, with respect to shares of Common
Stock or other equity securities of AutoZone, Inc. held by the undersigned or
with respect to transactions in such shares or other equity securities by the
undersigned, and to file on his behalf, any and all such reports with the
Securities and Exchange Commission, the New York Stock Exchange and AutoZone,
Inc. and hereby ratifies any such action by such agent or attorney-in-fact.
This power of attorney shall become effective as of the date indicated below and
  shall remain effective for so long as the undersigned shall be an officer or
director of AutoZone, Inc. unless sooner revoked by the undersigned in writing.


							/s/ Earl G. Graves, Jr.
							Earl G. Graves, Jr.


Date: 	12/19/17	.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
