EXHIBIT 14.1

                                 AutoZone, Inc.

                Code of Ethical Conduct for Financial Executives

Financial executives hold an important and elevated role in corporate governance
and are uniquely capable and empowered to ensure that stockholders' interests
are appropriately balanced, protected and preserved. Accordingly, this Code
provides principles to which financial executives are expected to adhere and
advocate. This Code embodies rules regarding individual and peer
responsibilities, as well as responsibilities to the company, the public and
others.

For the purposes of this Code, a "financial executive" is an AutoZone employee
or officer that holds the office of principal executive officer, principal
financial officer, principal accounting officer or controller, or any person
performing similar functions.

Each AutoZone financial executive shall adhere to and advocate the following
principles and responsibilities governing professional and ethical conduct:

         1. Act with honesty and integrity, avoiding actual or apparent
         conflicts of interest in personal and professional relationships.

         2. Provide information that is full, fair, accurate, complete,
         objective, relevant, timely, and understandable to AutoZone's Board of
         Directors, the Securities and Exchange Commission, AutoZone's
         stockholders, and the public.

         3. Comply with laws, rules and regulations of federal, state, and local
         governments.

         4. Act in good faith, responsibly, with due care, competence and
         diligence, without misrepresenting material facts or allowing their
         independent judgment to be subordinated.

         5. Respect the confidentiality of information acquired in their course
         of work except when authorized or otherwise legally obligated to
         disclose and to not use confidential information acquired in the course
         of work for personal advantage.

         6. Proactively promote ethical behavior in the work environment and
         community.

         7. Assure responsible use of and control over all assets and resources
         employed or entrusted to them.



         8. Promptly report to the General Counsel or to the Chairman of the
         Audit Committee:

            a. any information he or she may have regarding any violation of
            this Code,

            b. any actual or apparent conflict of interest between personal
            and/or professional relationships involving management or any other
            AutoZone employee with a role in financial reporting disclosures or
            internal controls, or

            c. any information he or she might have concerning evidence of a
            material violation of the securities or other laws, rules or
            regulations applicable to AutoZone and its operations.

         9. Promptly report to the Chairman of the Audit Committee any
         information regarding:

            a. significant deficiencies in the design or operation of internal
            controls that could adversely affect AutoZone's ability to record,
            process, summarize or report financial data, or

            b. any fraud, whether or not material, that involves management or
            other employees who have a significant role in AutoZone's financial
            reporting, disclosures or internal controls.

Reports of violations under this Code received by the General Counsel shall be
handled in accordance with the Complaint Procedures as adopted by the Audit
Committee. Reports of violations received by or referred to the Chairman of
Audit Committee or the full Audit Committee shall be investigated by the Audit
Committee. If the Audit Committee finds a violation of this Code, it shall refer
the matter to the full Board of Directors, or the independent directors of the
Board, if the Audit Committee deems appropriate.

In the event of a finding that a violation of this Code has occurred,
appropriate action shall be taken that is reasonably designed to deter
wrongdoing and to promote accountability for adherence to this Code, and may
include written notices to the individual involved of the determination that
there has been a violation, censure by the Board, demotion or re-assignment of
the individual involved, suspension with or without pay or benefits, and up to
and including, if appropriate, termination of the individual's employment. In
determining what action is appropriate in a particular case, the Board of
Directors (or the independent directors of the Board as the case may be) shall
take into account all relevant information, including the nature and severity of
the violation, whether the violation was a single occurrence or repeated
occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individuals in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.