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




Date of Report (Date of earliest event reported):  November 8, 1996	



                                 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 November 8, 1996, the Company announced that Thomas S. Hanemann,
President, would retire effective December 12, 1996. J.C. Adams, Jr.,
currently the Company's Vice Chairman and Chief Operating 
Officer will be elected President upon Mr. Hanemann's retirement.


Item 7. Financial Statements and Exhibits.

(c) Exhibits.

99.1  Press Release dated November 8, 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:  November 8, 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 PRESIDENT HANEMANN TO RETIRE;
       CHIEF OPERATING OFFICER ADAMS TO ADD PRESIDENT'S POST

MEMPHIS, TN (November 8, 1996) - J.R. Hyde III, chairman and CEO of AutoZone
Inc. (NYSE: AZO), today announced that AutoZone's president, Thomas S.
Hanemann, 59, plans to retire from the company. Mr. Hanemann's retirement
will be effective at the company's annual meeting, December 12, but he will
remain on the company's board of directors.

Johnston C. Adams Jr., 48, currently vice chairman and chief operating
officer, will be elected president and chief operating officer at the 
December 12 board meeting. Mr. Adams will assume Mr. Hanemann's responsi-
bilties for exploring the company's opportunities to expand internationally.

"Tom has made significant contributions to AutoZone over the years, and we
will miss his leadership," Mr. Hyde said.  "We are pleased that Tom will 
remain a director."

"Mr. Hanemann was elected president and a director in 1994. He had been exec-
utive vice president - stores and distribution since 1992 and senior vice
president - stores since 1986. Previously, Mr. Hanemann was president of Ike's
and Super D, divisions of Malone & Hyde.

AutoZone sells auto parts, chemicals and accessories through its chain of
1,423 stores in 27 states.

- -END-

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