8-K

                      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



                                  March 18, 1997
                Date of Report (Date of earliest event reported)



                                 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 March 18, 1997, the Company made the announcement in the Press
Release at Exhibit 99.1.


Item 7. Financial Statements and Exhibits.

(c) Exhibits.

99.1  Press Release dated March 18, 1997.



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:  March 18, 1997                            By:  /s/ Harry L. Goldsmith
                                                      ----------------------
                                                 Harry L. Goldsmith
                                                 Senior Vice President
                                                 & Secretary

EX-99

[AUTOZONE logo]
123 S. Front Street, Memphis, TN 38103-3607 (901) 495-6500 
Fax: (901) 495-8300

NEWS:

For Immediate Release
                              Financial Contact: Emma Jo Kauffman
                                                   (901) 495-7005
                                    Media Contact: Lesley Hartney
                                                   (901) 495-7304
                                                   
                                                   
            AUTOZONE CHAIRMAN J.R. HYDE III RETIRES;
             CEO JOHN ADAMS ELECTED CHAIRMAN & CEO;
              COO TIM VARGO ELECTED PRESIDENT & COO
                                
MEMPHIS, TN (March 18, 1997) -J.R. Hyde III, chairman of AutoZone
Inc. (NYSE Symbol: AZO) announced his retirement as chairman at
an AutoZone board of directors meeting today. Mr. Hyde, 54,
remains an active director and major shareholder. He currently
owns about 8.2% of the company's common shares outstanding. Mr.
Hyde is the founder of AutoZone and has been the chairman of
AutoZone, and previously its former parent company, Malone & Hyde
Inc., for over 25 years.

Johnston C. Adams Jr., previously chief executive officer and
president, was elected chairman and chief executive officer.
Timothy D. Vargo, previously vice chairman and chief operating
officer, was elected president and chief operating officer. Both
Mr. Adams, 49, and Mr. Vargo, 45, are also members of the board
of directors.

"I wish to express my thanks to Pitt for his visionary
leadership," said Mr. Adams. "His vision has enabled our company
to grow from one store and a handful of AutoZoners to over 1,500
stores and 26,000 AutoZoners. Pitt has built a culture based on
caring deeply about customers, AutoZoners and the communities in
which we work. I am delighted that I will continue to receive the
benefit of his advice and counsel as a director and major
shareholder."

"I based my decision to retire on the high confidence I have in
John Adams and Tim Vargo," Mr. Hyde said. "They have quickly and
effectively established themselves as leaders of the company and
now head the strongest management team in the industry."

"Additionally,  my recent prostate cancer surgery, although
completely successful, has reminded me how tenuous life can be,"
Mr. Hyde added. "Having spent over 30 years devoting the vast
majority of my time to Malone & Hyde and AutoZone, I now want to
focus on my family and friends and to pursue a variety of civic,
charitable and personal interests. I also look forward to my
continued involvement with the company as a director and
shareholder."

AutoZone sells auto parts, chemicals and accessories through its
chain of 1,516 retail stores in 29 states.

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