SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Graves William W (Last) (First) (Middle) 123 SOUTH FRONT STREET (Street) MEMPHIS 38103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/28/2005	3. Issuer Name and Ticker or Trading Symbol AUTOZONE INC [ AZO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	481	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)(1)	(2)	09/06/2013	Common Stock	10,000	89.18	D
Non-Qualified Stock Option (right to buy)(1)	(3)	09/07/2012	Common Stock	7,200	71.12	D
Non-Qualified Stock Option (right to buy)(1)	(4)	09/29/2014	Common Stock	6,500	75.64	D
Non-Qualified Stock Option (right to buy)(1)	(5)	10/16/2015	Common Stock	6,500	82	D
Non-Qualified Stock Option (right to buy)(1)	(6)	10/31/2010	Common Stock	10,700	25.9375	D
Non-Qualified Stock Option (right to buy)(1)	(7)	11/18/2009	Common Stock	5,000	29.8125	D
Non-Qualified Stock Options (right to buy)(1)	(8)	09/21/2011	Common Stock	6,000	43.9	D

Explanation of Responses:

1. Granted in accordance with the AutoZone, Inc. 1996 Stock Option Plan.

2. Options exercisable in one-fourth increments on September 5, 2004, 2005, 2006, and 2007, respectively.

3. Options exercisable in one-fourth increments on September 6, 2003, 2004, 2005, and 2006, respectively.

4. Options are exercisable in one-fourth increments on September 28, 2005, 2006, 2007, and 2008, respectively.

5. Options are exercisable in one-fourth increments on October 15, 2006, 2007, 2008, and 2009, respectively.

6. Options exercisable in one-third increments on October 31, 2003, 2004, and 2005, respectively.

7. Options vest and are exercisable in one-third increments on November 18, 2002, 2003, 2004, respectively.

8. Options exercisable in one-fourth increments on September 20, 2002, 2003, 2004, and 2005, respectively.

Remarks:

	William W. Graves	12/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.