SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549


                                     FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the 
                         Securities Exchange Act of 1934


 
                                December 6, 1996
                Date of Report (Date of earliest event reported)



                                  AUTOZONE, INC.
             (Exact Name of Registrant as Specified in Its Charter)



                                     Nevada
                 (State or Other Jurisdiction of Incorporation)



    1-10714                                                   62-1482048      
(Commission File Number)                                   (I.R.S. Employer
                                                          Identification No.)




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



                                (901) 495-6500
              (Registrant's Telephone Number, Including Area Code)


                               (Not applicable)
         (Former name or former address, if changed since last report)




Item 5. Other Events.

On December 6, 1996, the Company made the announcement in the Press Release at 
Exhibit 99.1.


Item 7. Financial Statements and Exhibits.

(c) Exhibits.

99.1  Press Release dated December 6, 1996.



SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.



                                              AUTOZONE, INC.


Date:  December 6, 1996                       By:  /s/ Harry L. Goldsmith
                                              ---------------------------
                                                   Harry L. Goldsmith
                                                   Vice President &
                                                   Secretary
  





[AUTOZONE LOGO]

NEWS:
FOR IMMEDIATE RELEASE

Financial Contact:  Robert Hunt
                    (901) 495-7181

Media Contact:  Lesley Hartney
                (901) 495-7304


        AUTOZONE 1ST QUARTER EPS $0.25 VS. $0.23; 54 NEW STORES OPEN
                ADAMS TO ADD CEO POST; HYDE REMAINS CHAIRMAN

    MEMPHIS, TN (December 6, 1996) - J.R. Hyde III, chairman and chief 
executive of AutoZone Inc. (NYSE symbol: AZO), announced AutoZone's net income 
for the 12 weeks ended November 23, 1996, increased 9% to $38.0 million from 
$34.8 million for the fiscal first quarter of 1996. Earnings per share 
increased 9% to $0.25 from $0.23.

    Sales for the fiscal first quarter rose 23% to $569.1 million from $463.0 
million. Comparable store sales, or sales at stores opened prior to the start 
of fiscal 1996, rose 7%, compared to a 5% increase in the prior year's first 
quarter.

    "We think our AutoZoners did an exceptional job in the quarter, given the 
soft industry sales to do-it-yourselfers caused by adverse weather and the 
costs associated with our accelerated rollout of our new commercial sales 
program," Mr. Hyde said. "We are optimistic that our commercial sales
program will pay off in the second half of fiscal 1997."

    During the quarter, AutoZone opened 54 net new stores and five replacement 
stores, compared with 50 net new stores and seven replacement stores in the 
same period last year. "We're on track to open 335 new stores in fiscal 1997,"
Mr. Hyde said.

    The company also announced that Mr. Hyde will pass his chief executive 
title to Johnston C. Adams Jr., 48, at the board of directors meeting on 
December 12, 1996. Mr. Hyde will remain chairman of AutoZone. As previously 
announced, Mr. Adams will also be elected president at that board meeting. The 
board of directors will also elect Vice Chairman Timothy D. Vargo, 44, to the 
additional post of chief operating officer, a title which is currently held by 
Mr. Adams. Both Mr. Adams and Mr. Vargo are currently members of the board.

    "I have total confidence in the management team led by John Adams and Tim 
Vargo, and as chairman, I will remain an active member of this team," Mr. Hyde 
said. Mr. Hyde owns approximately 8% of the company's outstanding stock.

    AutoZone sells auto parts, chemicals and accessories through its chain of 
1,477 retail stores in 29 states.


                      *** FINANCIAL HIGHLIGHTS FOLLOW ***

123 South Front Street, Memphis, TN 38103 (901) 495-6500, FAX (901) 495-8300


                AUTOZONE FISCAL 1ST QUARTER FINANCIAL HIGHLIGHTS
                      (in thousands, except per-share data)

                                   12 Weeks Ended          12 Weeks Ended
                                November 23, 1996       November 18, 1995

    Net sales                            $569,145                $463,029

    Gross profit                         $240,298                $193,220

    Operating profit                      $61,898                 $55,397

    Income before
         income taxes                     $60,725                 $55,397

    Net income                            $37,975                 $34,797

    Net income 
         per share                          $0.25                   $0.23

    Average shares outstanding,
         including common stock
         equivalents                      152,394                 149,847


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