Mail Stop 3561
							February 28, 2006


Mr. Charlie Pleas, III
Vice President and Controller
AutoZone, Inc.
123 South Front Street
Memphis, Tennessee 38103

		RE:	AutoZone, Inc.
			Form 10-K for Fiscal Year Ended August 27, 2005
			Filed October 26, 2005
			Form 10-Q for Quarterly Period Ended November 19,
2005
			File No. 001-10714

Dear Mr Pleas:

	We have reviewed the responses in your letter dated February
17,
2006 and have the following additional comment.  Please be as
detailed as necessary in your explanation so we may better
understand
your disclosure.  After reviewing this information, we may or may
not
raise additional comments.

	We welcome any questions you may have about our comment or on
any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of the letter.

Form 10-K for Fiscal Year Ended August, 27, 2005

Exhibit 13.1, Fiscal 2005 Annual Report

Consolidated Financial Statements, page 18

Note A. Significant Accounting Policies, page 22

1. We have reviewed your response to comment 3 in our letter dated
February 9, 2006.  In light of your disclosure that instruments
designated as qualifying hedges are reflected in the statements of
cash flows in the same categories as the cash flows from the items
being hedged, please tell us in detail why you believe that cash
flows relating to interest rate derivatives hedging the forecasted
issuance of debt should be reflected as a component of financing
cash
flows, rather than operating cash flows.  In this regard, we
assume
that the item being hedged is the cash flows associated with
interest
payments.  Accordingly, we would expect the cash flows associated
with such interest rate derivatives to be classified as operating
cash flows consistent with the cash flows associated with the
interest payments on the hedged forecasted debt issuance.

      As appropriate, please respond to our comment within 10
business days or tell us when you will provide us with a response.
Please furnish a supplemental response letter that keys your
responses to our comment and provides any requested information.
Detailed supplemental response letters greatly facilitate our
review.
Please file your supplemental response letter on EDGAR.  Please
understand that we may have additional comments after reviewing
your
response to our comment.

	If you have any questions regarding our comment, please
direct
them to Adam Phippen, Staff Accountant, at (202) 551-3336.  In his
absence, direct your questions to Robyn Manuel at (202) 551-3823.
Any other questions may be directed to me at (202) 551-3843.

							Sincerely,



							George F. Ohsiek, Jr.
							Branch Chief


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Mr. Charlie Pleas, III
AutoZone, Inc.
February 28, 2006
Page 1