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



                              May 11, 1998
            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.

The Company made the announcement contained in the Press Release at
Exhibit 99.1.


Item 7. Financial Statements and Exhibits

(c) Exhibits

99.1  Press Release dated May 11, 1998.




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:  May 14, 1998                By:  /s/ Harry L. Goldsmith
                                   -----------------------------------
                                   Harry L. Goldsmith
                                   Senior Vice President




                                EXHIBIT INDEX
                                
                                
99.1  Press Release dated May 11, 1998.                                

EX-99

                                                                   EXHIBIT 99.1


[AUTOZONE logo]

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

NEWS:                         Financial Contact: Emma Jo Kauffman
For Immediate Release                              (901) 495-7005
                                     Media Contact: Eric Epperson
                                                   (901) 495-7307


             AUTOZONE ANNOUNCES PLANS TO ACQUIRE CHIEF AUTO PARTS

MEMPHIS, Tenn., (May 11, 1998) -- John C. Adams Jr., chairman and CEO of
AutoZone, Inc. (NYSE: AZO), and David H. Eisenberg, chairman, president and CEO
of Chief Auto Parts, Inc., today announced a definitive agreement between the
companies for AutoZone to purchase the outstanding shares of Chief for
approximately $75 million. Additionally, AutoZone will assume approximately
$205 million in debt. The transaction is subject to the satisfactory completion
of certain conditions and regulatory approvals.

"It took AutoZone 16 years to open our first 1,000 stores and just three years
to open our next 1,000 stores. The successful acquisition of Chief will be the
biggest step yet in our remarkable growth giving us over 2,500 stores," Adams
said. "We're tremendously excited about the opportunities this acquisition
offers. Today we have 12 stores in California. When this purchase is finalized,
we'll be a significant player in that state with more than 400 stores."

"David Eisenberg and his management team have built a solid reputation with
both the DIY customer and the professional automotive repair technician. Upon
taking the helm in 1992, David began to reposition the company from a chain of
smaller stores to a full-line retailer of auto parts and accessories. Over 80
percent of the company's store base is either new or has been remodeled since
June of 1994. After studying their operations, visiting their store locations
and meeting their employees, it was clear this acquisition would fit well with
our expansion strategy," said Adams.

"I'm extremely pleased with Chief's accomplishments to date. The merged
companies will offer great opportunities for both Chief employees and
AutoZoners going forward," said Eisenberg.

Dallas-based Chief, founded in 1955, owns 556 auto parts stores, primarily in
California and Texas.

AutoZone sells auto and light truck parts, chemicals and accessories through
2,001 stores in 38 states. AutoZone also sells heavy-duty truck parts through
43 Truck Pro stores in 14 states and automotive diagnostic and repair software
through ALLDATA.

Certain statements contained in this press release are forward-looking
statements. These statements discuss, among other things, successful completion
of the acquisition, expected growth, store development and expansion strategy,
business strategies, future revenues and future performance. The forward-
looking statements are subject to risks, uncertainties and assumptions
including, but not limited to, successful completion of the acquisition,
competitive pressures, demand for the company's products, the market for auto
parts, the economy in general, inflation, consumer debt levels and the weather.
Actual results may materially differ from anticipated results described in
these forward-looking statements.

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