SEC Form 4 
FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).			
1. Name and Address of Reporting Person*
JORDAN D BRYAN	

(Last)	(First)	(Middle)	
123 SOUTH FRONT STREET	

(Street) 
MEMPHIS	TN	38103	

(City)	(State)	(Zip)	
	2. Issuer Name and Ticker or Trading Symbol 
AUTOZONE INC [ AZO ] 	5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X	Director		10% Owner	
	Officer (give title below)		Other (specify below)	

	3. Date of Earliest Transaction (Month/Day/Year)
01/01/2019 		
	4. 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 Acquired, Disposed of, or Beneficially Owned	
1. Title of Security (Instr. 3) 	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8) 	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 	5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 	7. Nature of Indirect Beneficial Ownership (Instr. 4) 	
			Code	V	Amount	(A) or (D)	Price				
Common Stock(1) 	01/01/2019		A		271.36(2) 	A(3) 	$838.34(4) 	2,312.21	D		
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 	
1. Title of Derivative Security (Instr. 3) 	2. Conversion or Exercise Price of Derivative Security 	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8) 	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 	8. Price of Derivative Security (Instr. 5) 	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 	11. Nature of Indirect Beneficial Ownership (Instr. 4) 	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Explanation of Responses:	
1. Granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan (the "Plan"). Pursuant to the AutoZone, Inc. 2018 Director Compensation Program (the "2018 Program"), 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 ("RSUs") 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.	
2. 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 $227,500. 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.	
3. 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 "separation from service" from the issuer (within the meaning of Section 409A of the Internal Revenue Code and the related Treasury Regulations) (the "Termination Date") 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.	
4. The price per share is equal to the closing market price of a share of the issuer's common stock on December 31, 2018.	
Remarks:	
jordan-poa010218.txt	
	/s/Kristen C. Wright, as attorney-in-fact	01/02/2019	
	** 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 4 (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.	
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/ D. Bryan Jordan
                                                        D. Bryan Jordan

Date:   12/19/17                .