Exhibit 23.1


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements and related Prospectuses of AutoZone, Inc. of our report dated
September 20, 2002 (except for the fourth paragraph of Note G, as to which the
date is October 16, 2002), with respect to the consolidated financial statements
and schedule of AutoZone, Inc. included in this Annual Report on Form 10-K for
the year ended August 31, 2002:

Registration Statement (Form S-8 No. 333-42797) pertaining to the Amended and
Restated AutoZone, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 and S-3 No. 33-41618) pertaining to the
AutoZone, Inc. Amended and Restated Stock Option Plan

Registration Statement (Form S-8 No. 333-88245) pertaining to the AutoZone, Inc.
Second Amended and Restated 1996 Stock Option Plan

Registration Statement (Form S-8 No. 333-88241) pertaining to the AutoZone, Inc.
Second Amended and Restated Director Compensation Plan

Registration Statement (Form S-8 No. 333-75142) pertaining to the AutoZone, Inc.
Third Amended and Restated 1998 Director Stock Option Plan

Registration Statement (Form S-8 No. 333-83436) pertaining to a shelf
registration to sell 15,000,000 shares of common stock owned by certain selling
stockholders

Registration Statement (Form S-8 No. 333-75140) pertaining to the AutoZone, Inc.
Executive Stock Purchase Plan

Registration Statement (Form S-3 No. 333-100205) pertaining to a shelf
registration of $500 million in debt securities.



                                            /s/ Ernst & Young LLP


Memphis, Tennessee
October 30, 2002