UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] Check this box if no longer subject to Section 16.
    Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person(s)
   Keegan, James F.
   1461 Crestwood Drive                    
   Memphis, TN  38119 
2. Issuer Name and Ticker or Trading Symbol
   AutoZone, Inc. (AZO)
3. IRS or Social Security Number of Reporting Person (Voluntary)
   ###-##-####
4. Statement for Month/Year
   January 1997
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
   [X] Director                   [ ] 10% Owner 
   [ ] Officer (give title below) [ ] Other (specify below)
   
    
7. Individual or Joint/Group Filing (Check Applicable Line)
   [X] Form filed by One Reporting Person
   [ ] Form filed by More than One Reporting Person



Table I   Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security                           2)Trans-    3.Trans- 4.Securities Acquired(A)      5)Amount of    6)  7)Nature of     
                                              action      action   or Disposed of (D)            Securities         Indirect        
                                              Date        Code                   A               Beneficially   D   Beneficial      
                                              (Month/                            or              Owned at       or  Ownership       
                                              Day/Year)   Code V   Amount        D  Price        End of Month   I                   
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Common Stock                                  01/07/97    P        2,500         A  $20.3750     5,000          D  
Common Stock                                                                                     800            I  by Spouse (1)   


Table II (PART 1)  Derivative Securitites Acquired, Disposed of, or Beneficially Owned  (Columns 1 through 6)                       
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1)Title of Derivative          2)Conversion    3)Trans-       4)Trans-  5)Number of Derivative            6)Date Exercisable and    
Security                       or Exercise     action         action    Securities Acquired (A)           Expiration Date           
                               Price of        Date           Code      or Disposed of (D)                                          
                               Derivative                                                                                           
                               Security                       Code  V   A                D                Exercisable  Expiration   
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            


Table II (PART 2)  Derivative Securitites Acquired, Disposed of, or Beneficially Owned  (Columns 1,3 and 7 through 11)              
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1)Title of Derivative          3)Trans-  7)Title and Amount                           8)Price     9)Number of   10) 11)Nature of    
Security                       action    of Underlying                                of Deri-    Derivative        Indirect        
                               Date      Securities                                   vative      Securities    D   Beneficial      
                                                                        Amount or     Security    Beneficially  or  Ownership       
                                                                        Number of                 Owned at      I                   
                  -                      Title                          Shares                    End of Month                      
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            


Explanation of Responses:

(1)
The reporting person disclaims beneficial ownership of these shares.         



SIGNATURE OF REPORTING PERSON
/S/ HARRY L. GOLDSMITH
as attorney-in-fact for James F. Keegan
DATE      2/10/97   

                        
                        
                        POWER OF ATTORNEY


     The undersigned hereby authorizes and designates Harry L. Goldsmith 
as his true and lawful agent and attorney-in-fact to sign on his behalf
any and all statements of Form 3, Form 4, and Form 5 under Section 16
of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder, with respect to shares of Common Stock, or 
other equity securities, of AutoZone, Inc. held by the undersigned
or with respect to transactions in such shares or other equity securities
by the undersigned, and to file on his behalf, any and all such reports
with the Securites and Exchange Commission, the New York Stock Exchange
and AutoZone, Inc., and hereby ratifies any such action by such agent or
attorney-in-fact. This power of attorney shall become effective for so 
long as the undersigned shall be an officer or director of AutoZone, Inc.,
unless sooner revoked by the undersigned in writing.



                                     James F. Keegan


                                     /s/ James F. Keegan
                                     -------------------------


                                     Dated: April 1, 1994