SEC Filing | AutoZone, Inc

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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. DIRECTOR COMPENSATION PLAN
(Full title of the plan)

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

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

Calculation of Registration Fee

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

Common Stock 20,000 $33.0625 $661,250.00 $195.07
$.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 March 27, 1998.

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 30, 1997.

b. Quarterly Report on Form 10-Q for the fiscal quarter ended November
22, 1997.

c. Quarterly Report on Form 10-Q for the fiscal quarter ended February
14, 1998.

d. Proxy Statement dated November 8, 1997.

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 and has received options
to purchase additional Common Stock.

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., 1998 Director Compensation Plan.

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

23.1 Consent of Ernst & Young LLP

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

24.1 Power of Attorney (incorporated in the Signature Page
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 March 31, 1998.

AUTOZONE, INC.

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

POWER OF ATTORNEY

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

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

SIGNATURE TITLE DATE

/S/ J.C. ADAMS, JR.
- ------------------------ Chairman, Chief Executive Officer March 17, 1998
J. C. Adams, Jr. and Director
(Principal Executive Officer)

/S/ TIMOTHY D. VARGO
- ------------------------ President, Chief Operating Officer, March 17, 1998
Timothy D. Vargo and Director

/S/ ROBERT J. HUNT
- ------------------------ Executive Vice President, Chief March 17, 1998
Robert J. Hunt Financial Officer and Director
(Principal Financial Officer)

/S/ MICHAEL E. BUTTERICK
- ------------------------ Vice President and Controller March 17, 1998
Michael E. Butterick Principal Accounting Officer)

/S/ ANDREW M. CLARKSON
- ------------------------ Director March 17, 1998
Andrew M. Clarkson

/S/ N. GERRY HOUSE
- ------------------------ Director March 17, 1998
N. Gerry House

/S/ J.R. HYDE, III
- ------------------------ Director March 17, 1988
J.R. Hyde, III

/S/ JAMES F. KEEGAN
- ------------------------ Director March 17, 1998
James F. Keegan

/S/ MICHAEL W. MICHELSON
- ------------------------ Director March 17, 1998
Michael W. Michelson

/S/ JOHN E. MOLL
- ------------------------ Director March 17, 1998
John E. Moll

/S/ RONALD A. TERRY
- ------------------------ Director March 17, 1998
Ronald A. Terry

/S/ GEORGE R. ROBERTS
- ------------------------ Director March 17, 1998
George R. Roberts

EXHIBIT INDEX

4.1 AutoZone, Inc., 1998 Director Compensation Plan.

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

23.1 Consent of Ernst & Young LLP

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

24.1 Power of Attorney (incorporated in the Signature Page
to the Registration Statement)

                                                              EXHIBIT 4.1

                         AUTOZONE, INC.
                   DIRECTOR COMPENSATION PLAN


     SECTION 1. PURPOSE.

     This  Director Compensation Plan (this "Plan") is established to allow
the Non-Employee Directors of AutoZone, Inc. ("AutoZone") to participate in
the ownership  of  AutoZone  through ownership of shares of AutoZone Common
Stocks or units representing the right to receive shares of AutoZone Common
Stock.  In addition, the Plan  is intended to allow AutoZone's Non-Employee
Directors to defer all or a portion of their compensation for their service
as directors of AutoZone.

     SECTION 2. DEFINITIONS.

     As used herein, the following  words  shall have the definitions given
them below:

          "Affiliate" means any corporation,  company  limited  by  shares,
partnership,  limited  liability company, business trust, other entity,  or
other business association that is controlled by AutoZone.

          "Board" means the Board of Directors of AutoZone.

          "Business Day"  means on a day which AutoZone's executive offices
in  Memphis, Tennessee are open  for  business  and  on  which  trading  is
conducted on the New York Stock Exchange.

          "Common Stock" means the Common Stock, $0.01 par value per share,
of AutoZone.

          "Compensation  Date"  means the first Business Day of each Fiscal
Quarter.

          "Deferral  Account"  means   an   account  established  upon  the
conversion of a Unit Account by a Director and  maintained  in  the Special
Ledger for such Director to which cash equivalent amounts allocable  to the
Director under this Plan are credited.

          "Director"  means  any member of the Board who is not an employee
or officer of AutoZone or an Affiliate.

          "Fair Market Value"  means, as to any particular day, the average
of the highest and lowest prices quoted for a share of Common Stock trading
on the New York Stock Exchange on  that  day,  or  if  no  such prices were
quoted  for the shares of Common Stock on the New York Stock  Exchange  for
that day  for  any  reason,  the  average  of the highest and lowest prices
quoted on the last Business Day on which prices  were  quoted.  The highest
and lowest prices for the shares of Common Stock shall be  those  published
in the edition of The Wall Street Journal or any successor publication  for
the next Business Day.

          "Fee"  means  the  amount  of  compensation  (including,  without
limitation,  annual  Director  fees and meeting fees) set by the Board from
time to time as payable to a Director  in  each  Plan Year on the terms and
subject to the conditions stated in this Plan, subject to reduction for any
portion thereof that a Director elects to defer as provided in this Plan.

          "First  Component"  means the portion of the  Fee  payable  to  a
Director that accounts for at least one-half of the Fee and that is payable
in  Shares  and  may be deferred by  crediting  Units  to  a  Unit  Account
maintained for the Director.

          "Fiscal  Quarter"  means  each  12-week  or 16-week fiscal period
corresponding to the Company's quarterly accounting period.

          "Interest Rate" means the annual rate at which interest is deemed
to  accrue on the amounts credited in a Deferral Account  for  a  Director.
The Interest Rate shall be set by the Board or a committee of the Board and
may be  changed  from  time  to  time  as  necessary  to reflect prevailing
interest rates.

          "Plan  Year"  means  each  12-month period corresponding  to  the
Company's annual accounting period.

          "Second Component" means the  balance,  if  any of the Fee (after
reduction for the First Component) payable to a Director in cash.

          "Shares" means shares of Common Stock.

          "Special  Ledger"  means a record established and  maintained  by
AutoZone  in  which  the  Deferral  Accounts  and  Unit  Accounts  for  the
Directors, if any, and the  Units  and/or amounts credited to the accounts,
are noted.

          "Termination Date" means the  date  on which a Director ceases to
be a member of the Board.

          "Unit Account" shall mean the account  maintained  in the Special
Ledger for a Director to which Units allocable to the Director  under  this
Plan are credited.

          "Unit" means a credit in a Director Unit Account representing one
share.

     SECTION 3. ANNUAL FEE.

     During  each Plan Year in which a person is a Director and is entitled
to receive the  Fee  during the existence of the Plan, the Director will be
eligible to receive the Fee payable as follows:

     At lease one-half  of  the  Fee  shall  be and, at the Directors'
     option, up to the full amount of the Fee  (defined  above  as the
     "First Component") will be (1) payable to the Director in Shares,
     or  (2)  at  the  Director's  option, deferred by having AutoZone
     credit Units to a Unit Account  maintained  for  the  Director as
     provided in this Plan.

     The balance of the Fee (defined above as the "Second Component"),
     if any, shall be payable to the Director in cash.

     The Fee will be payable in advance in equal quarterly installments  on
each  Compensation Date unless deferred as provided herein.  Each quarterly
installment  will  consist  of  one-fourth  of the First Component and one-
fourth of the Second Component, if any, for each Director.

     SECTION 4. ELECTIONS.

     With  respect  to each Plan Year, each Director  who  was  a  Director
during the prior Plan  Year  must  elect  by no later than August 31 of the
prior Plan Year how he or she will receive  the  Fee  for  the  Plan  Year;
provided,  however,  that  with  respect  to  the initial partial Plan Year
beginning March 17, 1998 (the "1998 Plan Year"),  each  Director  who was a
Director  during the prior Plan Year must elect by no later than April  15,
1998 how he  or she will receive the Fee for the remainder of the 1998 Plan
Year.  Each Director  who  becomes a Director during a Plan Year must elect
within 30 days after becoming a Director how he or she will receive the Fee
for such Plan Year.  Each election  must  be made by the Director filing an
election form with the Secretary of AutoZone.   If a Director does not file
an election form for each Plan Year by the specified date the Director will
be  deemed  to  have elected to receive and defer the  Fee  in  the  manner
elected by the Director  in his or her last valid election or, if there had
been no prior election,  will  be  deemed to have elected to receive all of
the Fee in Shares.  Any election to  defer  a  portion of the Fee made by a
person who becomes a Director during a Plan Year  will  be  valid as to the
portion of the Fee received after the election is filed with  the Secretary
of  AutoZone.   When an election is made for a Plan Year, the Director  may
not revoke or change that election with respect to such Plan Year.

     SECTION 5. THE SHARES.

     If a Director  elects  to receive Shares in payment of all or any part
of  the  Director's  Fee,  the  number  of  Shares  to  be  issued  on  any
Compensation Date shall be a whole  number of shares nearest to  one-fourth
of the amount of the Fee to be paid in  Shares for the Plan Year divided by
the  Fair  Market Value of a Share on the Compensation  Date.   Any  Shares
issued under this Plan will be registered under the Securities Act of 1933,
as amended,  and,  so  long  as  shares  of the Common Stock are listed for
trading on the New York Stock Exchange, will  be  listed for trading on the
New York Stock Exchange.

     SECTION 6. THE UNITS.

     If a Director defers any portion of the Fee in the form of Units, then
on each Compensation Date, AutoZone will credit a Unit  Account  maintained
for  the  Director  with  a  number  of  Units (rounded to the nearest one-
hundredth) equal to (1) one-fourth of the dollar amount of the Fee that the
Director  has elected to defer in the form  of  Units  for  the  Plan  Year
divided by  (2)  the Fair Market Value of a Share on the Compensation Date.
If the Common Stock  is  the subject of a stock dividend, stock split, or a
reverse stock split, the number of Units will be increased or decreased, as
the case may be, in the same proportion as the outstanding shares of Common
Stock.  AutoZone will credit to the Director's Unit Account on the date any
dividend is paid on the Common  Stock,  an additional number of Units equal
to (i) the aggregate amount of the dividend  that would be paid on a number
of  Shares equal to the number of Units credited  to  the  Director's  Unit
Account  on  the  date the dividend is paid divided by (ii) the Fair Market
Value of a Share on that date.

     SECTION 7. DISTRIBUTION OF THE AMOUNTS IN A UNIT ACCOUNT.

     Upon the Termination  Date for a former Director, such former Director
shall be entitled to receive  that  whole  number  of Shares nearest to the
number of Units with which the former Director's Unit  Account is credited.
Subject to Section 11 hereof, the former Director may elect to receive such
Shares in any one of the following forms:

     (a)  a  single  lump-sum  issuable  as soon as practicable  after  the
Termination Date; or

     (b)  a single lump-sum issuable as soon as practicable after the fifth
anniversary of the Termination Date; or

     (c)  a single lump-sum issuable as soon as practicable after the tenth
anniversary of the Termination Date; or

     (d)  two (2) equal installments, one  of  which  shall  be issuable as
soon as practicable after the fifth anniversary of the Termination Date and
the other of which shall be issuable as soon as practicable after the tenth
anniversary of the Termination Date, as provided below.

     If the former Director has elected to receive the Shares in the manner
set forth in (d) above (i.e., in two equal installments), one-half  of  the
Shares  credited  to  the  Unit  Account as of the Termination Date will be
issued to the former Director for  each  installment plus additional Shares
equal to the Units credited to the Unit Account  respecting  dividends paid
on the Common Stock since the prior installment was made (or,  in  the case
of the first installment, since the Termination Date).

     SECTION 8. CONVERSION OF UNIT ACCOUNT.

     A  Director who has a Unit Account may convert all (but not less  than
all) of the  Unit  Account  into  a  Deferral  Account,  provided that such
Director delivers notice to AutoZone of such election to convert  at  least
12  full  months prior to the Director's Termination Date.  The cash amount
to be credited to the Director's Deferral Account upon the conversion shall
equal (i) the  number  of  Units  credited  to  his  or her Unit Account so
converted multiplied by (ii) the Fair Market Value of  a  Share on the date
of the Director's election to convert.

     Any election to convert must be made on a form prescribed  by AutoZone
and  filed  with  its  Secretary.   The  conversion of a Unit Account or  a
Deferral Account shall be deemed to occur  on  the  date  of the Director's
election, except that, unless the Board provides otherwise,  any portion of
a Unit Account granted within six months of the date of election  shall  be
converted  to  a  Deferral  Account six months and one day from the date in
which  the Units representing  such  portion  were  credited  to  the  Unit
Account.

     A Deferral  Account  shall  accrue interest from the effective date of
conversion at the London Interbank  Offering  Rate  (LIBOR) plus twenty-two
basis points, accrued and compounded quarterly.

     SECTION 9. DISTRIBUTION OF THE AMOUNTS IN A DEFERRAL ACCOUNT.

     Upon the Termination Date for a former Director,  such former Director
shall  be entitled to receive an amount of cash equal to  the  amount  with
which the  former  Director's  Deferral  Account  is  credited.  Subject to
Section 11 hereof, the former Director may elect to receive  such  cash  in
any one of the following forms:

     (a)  a  single  lump-sum  payable  as  soon  as  practicable after the
Termination Date; or

     (b)  a single lump-sum payable as soon as practicable  after the fifth
anniversary of the Termination Date; or

     (c)  a single lump-sum payable as soon as practicable after  the tenth
anniversary of the Termination Date; or

     (d)  two (2) equal installments, one of which shall be payable as soon
as practicable after the fifth anniversary of the Termination Date  and the
other  of  which  shall  be  payable as soon as practicable after the tenth
anniversary of the Termination Date, as provided below.

     If the former Director has  elected  to receive the cash in the manner
set forth in (d) above (i.e., in two equal  installments),  one-half of the
amount credited to the Deferral Account as of the Termination  Date will be
paid in each installment, along with the additional amount credited  to the
Deferral  Amount  as  interest  (at  the  Interest  Rate)  since  the prior
installment  was paid (or, in the case of the first installment, since  the
Termination Date).

     SECTION 10. DISTRIBUTION IN THE EVENT OF A DIRECTOR'S DEATH.

     Each Director  who defers any part of the Fee payable to him or her in
any Plan Year may designate  one  or  more  beneficiaries of the Director's
Unit Account (or, if applicable, the Director's Deferral Account) which may
be  changed  from  time  to  time  upon written notice  to  AutoZone.   The
designation  of  a  beneficiary must be  made  by  filing  with  AutoZone's
Secretary  a  form  prescribed   by  AutoZone.   If  no  designation  of  a
beneficiary is made, any deferred  benefits under this Plan will be paid to
the Director's or former Director's  estate.   If  a Director dies while in
office  or  a former Director dies during the installment  payment  period,
AutoZone will issue the Shares that are issuable (or if applicable, pay the
amounts of cash that are payable) to the Director or former Director in the
manner set forth  in the most recent timely election filed by such Director
or former Director,  or  if  no  such  election has been filed, in a single
lump-sum as soon as practicable after the  death  of  the  Director  or the
former Director.

     SECTION  11.  TIMING  OF  ELECTION  TO  RECEIVE  DEFERRED  BENEFITS IN
INSTALLMENTS.

     If a Director desires to have his Unit Account and/or Deferral Account
distributed  in  installments  as provided in Section 7(d) or Section  9(d)
hereof, the election to receive  payments in installments must be delivered
to  the  Secretary  of  AutoZone at least  12  full  months  prior  to  the
Director's Termination Date.   Any  such election delivered by the Director
within the 12-month period ending on  the Director's Termination Date shall
be of no force or effect.  If a Director  has  filed  more  than one timely
election,  the  most  recent  such  election  shall  govern  and all  prior
elections shall be superseded and shall be of no force or effect.

     SECTION 12. HOLDING PERIOD

     Notwithstanding  anything contained herein, unless the Board  provides
otherwise,  (i)  no Shares  issued  hereunder  may  be  sold,  assigned  or
otherwise transferred  until  at  least six months and one day have elapsed
from the date on which such Shares  were  issued,  and  (ii)  no  right  or
interest  of  a  Director or a former Director in Units credited his or her
Unit Account hereunder  (including  Units  credited  to  such  Unit Account
respecting  dividends paid on the Common Stock) shall be sold, assigned  or
otherwise transferred  until  at  least six months and one day have elapsed
from  the date on which such Units were  credited  to  such  Unit  Account,
except by will or in accordance with the laws of decent and distribution.

     SECTION 13. HARDSHIP WITHDRAWALS.

     Prior to the complete distribution of a Director's Unit Account and/or
Deferral  Account, such Director may request a withdrawal of any portion of
his or her Unit Account or Deferral Account in an amount sufficient to meet
a  "hardship."   For  purposes  of  this  Plan,  "hardship"  shall  mean  a
demonstrated  and  severe financial hardship resulting from any one or more
of the following:  (i)  sudden  or  unexpected  illness  or accident of the
Director  or of a dependent (as defined in Section 152(a) of  the  Internal
Revenue Code  of  1986,  as  amended)  of  the Director, (ii) a loss of the
Director's  property  due  to  casualty,  or  (iii)   any   other   similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond  the  Director's  control;  in each case only to the extent that the
hardship  is  not relieved (a) through  reimbursement  or  compensation  by
insurance or otherwise, (b) by liquidation of the Director's assets (to the
extent that such liquidation does not itself cause a "hardship"), or (c) by
cessation of deferrals under the Plan.  The Board, in its sole and absolute
discretion, shall  determine the existence of a bona fide hardship based on
non-discriminatory procedures,  taking  into  account  any  then applicable
rulings  or  regulations from the Internal Revenue Service.  The  standards
established by the Board for determining the existence of hardship shall be
uniformly applied  to  all  Directors who request such a withdrawal and the
Board's decision with respect to each such request shall be final.

     An approved hardship withdrawal  shall be paid to the Director in cash
as soon as practicable after the approval.   In  the event that part or all
of  the withdrawal is to be made from a Unit Account,  a  number  of  Units
equal to (i) the amount of the hardship withdrawal required to be made from
the Unit  Account,  divided by (ii) the Fair Market Value of a Share on the
date of approval, shall  be converted into cash and paid to the Director as
provided herein, and the balance  of  the  Unit  Account  shall  be reduced
accordingly.

     SECTION 14. WITHHOLDING FOR TAXES.

     AutoZone  will  withhold  the  amount of cash and Shares necessary  to
satisfy AutoZone's obligation to withhold  federal, state, and local income
and  other  taxes  on any benefits received by  the  Director,  the  former
Director or a beneficiary under this Plan

     SECTION 15. NO TRANSFER OF RIGHTS UNDER THE PLAN.

     A Director or former  Director  shall  not have the right to transfer,
grant any security interest in or otherwise encumber  rights  he or she may
have  under this Plan, any Deferral Account or any Unit Account  maintained
for the  Director  or former Director or any interest therein.  No right or
interest of a Director or a former Director in a Deferral Account or a Unit
Account shall be subject to any forced or involuntary disposition or to any
charge, liability, or  obligation  of  the  Director  or  former  Director,
whether  as the direct or indirect result of any action of the Director  or
former Director  or  any  action  taken  in  any  proceeding, including any
proceeding under any bankruptcy or other creditors' rights law.  Any action
attempting to effect any transaction of that type shall  be null, void, and
without effect.

     SECTION 16. UNFUNDED PLAN.

     This  Plan  will be unfunded for federal tax purposes.   The  Deferral
Accounts and the Unit  Accounts  are entries in the Special Ledger only and
are  merely  a  promise  to  make  payments   in  the  future.   AutoZone's
obligations under this Plan are unsecured, general  contractual obligations
of AutoZone.

     SECTION 17. AMENDMENT AND TERMINATION OF THE PLAN.

     The Board may amend or terminate this Plan at any  time.  An amendment
or the termination of this Plan will not adversely affect  the  right  of a
Director,  former  Director,  or  Beneficiary to receive Shares issuable or
cash payable at the effective date  of  the amendment or termination or any
rights  that a Director, former Director,  or  a  Beneficiary  has  in  any
Deferral  Account or Unit Account at the effective date of the amendment or
termination.   If  the  Plan  is  terminated, however, AutoZone may, at its
option, accelerate the payment of all  deferred  and other benefits payable
under this Plan.

     SECTION 18. GOVERNING LAW.

     This Plan shall be administered, interpreted  and  enforced  under the
internal laws of the State of Nevada without regard to the conflicts of law
rules  thereof.   AutoZone  has  the right to interpret this Plan, and  any
interpretation by AutoZone shall be  conclusive  as  to the meaning of this
Plan.

     SECTION 19. SHARES SUBJECT TO THE PLAN.

     AutoZone shall reserve 20,000 Shares for issuance under the Plan.  All
Shares issuable under the Plan shall be treasury shares of Common Stock. No
Plan  participant  shall  have  any  of  the  rights  or  privileges  of  a
stockholder of the Company in respect to any of the Shares unless and until
certificates representing such Shares have been issued by the Company.

     SECTION 20. EFFECTIVE DATE.

     The effective date of this Plan shall be March 17, 1998.


                        *            *            *

          I hereby certify that the foregoing Plan was duly  adopted by the
Board of Directors of AutoZone, Inc. on March 17, 1998.


          Executed this 18{th} day of March, 1998.




                              Harry L. Goldsmith
                              ----------------------------------------
                              Secretary


1

                                                                    EXHIBIT 5.1





                                MARCH 31, 1998



AutoZone, Inc.
123 South Front Street
Memphis, Tennessee 38103

RE:       AutoZone, Inc., Common Stock
          par value $.01 per share

Ladies and Gentlemen:

I have examined or have caused persons under my supervision to examine the
Registration Statement on Form S-8 (the "Registration Statement"), which
AutoZone, Inc. (the "Company") intends to file with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended, of 20,000 shares of Common Stock, $.01 par value (the
"Shares"), which are to be offered under the AutoZone, Inc. 1998 Director
Compensation Plan (the "Plan"). I am familiar with the proceedings taken and to 
be taken in connection with the authorization , issuance and sale of the Shares.
Additionally, I have examined such questions of law and fact as I have
considered necessary or appropriate for purposes of this opinion.

Based upon the foregoing and the proceedings to be taken by the Company as
referred to above, I am of the opinion that the Shares to be issued under the
Plan have been duly authorized, and upon the issuance of Shares under the terms
of the Plan (assuming that, at the time of such issuance, the company has a
sufficient number of authorized and unissued shares available therefor), such
Shares will be validly issued, fully paid and nonassessable.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.


Yours truly,


/s/ Harry L. Goldsmith

Harry L. Goldsmith
General Counsel

                                                                   EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the AutoZone, Inc. Director Compensation
Plan of our reports dated September 19, 1997, with respect to the
consolidated financial statements of AutoZone, Inc. incorporated by reference
in its Annual Report (Form 10-K) for the year ended August 30, 1997 and the
related financial statement schedules included therein, filed with the
Securities and Exchange Commission.




                                          /s/ ERNST & YOUNG LLP


Memphis, Tennessee
March 26, 1998