Securities and Exchange Commission

                     Washington, D.C. 20549

                          Schedule 13G

            Under the Securities Exchange Act of 1934

                        (Amendment No. 2)*


                        
                      

Name of Issuer: Autozone, Inc.

Title of Class of Securities: Common

CUSIP Number: 053332102



*The remainder of this cover page shall be filled out for a 

reporting person's initial filing on this form with respect to

the subject class of securities, and for any subsequent

amendment containing information which would alter the 

disclosures provided in a prior cover page.





The information required in the remainder of this cover page

shall not be deemed to be "filed" for the purpose of Section 18 

of the Securities Exchange Act of 1934 ("Act") or otherwise 

subject to the liabilities of that section of the Act but shall 

be subject to all other provisions of the Act (however, see the

Notes).




CUSIP Number: 053332102

1. Name of Reporting Person: Jennison Associates Capital Corp. 

S.S. or I.R.S. Identification No. of Above Person: IRS 

Identification #13-2631108

2. Check the Appropriate Box if a Member of a Group:

Not Applicable

3. SEC Use Only

4. Citizenship or Place of Organization: New York

Number of Shares Beneficially Owned By Each Reporting Person

With:

5. Sole Voting Power: 1,282,800 shares

6. Shared Voting Power: 5,837,177 shares

7. Sole Dispositive Power: 0 shares

8. Shared Dispositive Power: 7,803,277 shares

9. Aggregate Amount Beneficially Owned by Each Reporting 

Person: 7,803,277 shares

10.Check Box if the Aggregate Amount in Row 9 Excludes 

Certain Shares*: ( )

11. Percent of Class Represented by Amount in Row 9: 5.15%

12. Type of Reporting Person*: IA



               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549   

                 Schedule 13G Under Securities

                     Exchange Act of 1934




Item 1(a) Name of Issuer: Autozone Inc.

Item 1(b) Address of Issuer's Principal Executive Offices:

123 South Front Street 

Memphis, TN 38103-3607

Item 2(a) Name of Person Filing: Jennison Associates Capital Corp.

Item 2(b) Address of Principal Business Office or Residence:

466 Lexington Avenue

New York, NY  10017

Item 2(c) Citizenship: New York

Item 2(d) Title of Class of Securities: Common

Item 2(e) CUSIP Number: 053332102



                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                       Schedule 13G Under the

                          Securities Exchange Act of 1934
          




Item 3 If this statement is filed pursuant to Rules 13d-

1(b), or 13d-2(b), check whether the person filing is a:

(a) ( ) Broker or Dealer registered under Section 15 of the Act

(b) ( ) Bank as defined in Section 3(a) (6) of the Act

(c) ( ) Insurance Company as defined in Section 3(a) (19)

of the Act

(d) ( ) Investment Company registered under Section 8

of the Investment Company Act

(e) (X) Investment Adviser registered under Section 203 of the

Investment Advisers Act of 1940

(f) ( ) Employee Benefit Plan, Pension Fund which is subject

to the provision of the Employee Retirement Income Security

Act of 1974 or Endowment Fund; see Section 240.13d1(b) (ii) (F) 

(g) () Parent Holding Company, in accordance with Section

240.13(b) (ii) (G) (Note See Item 7)

(h) ( ) Group, in accordance with Section 240.13d1(b) (ii) (H)




Item 4 Ownership:

(a) Amount Beneficially Owned: 7,803,277 shares

(b) Percent of Class: 5.15%

(c) Number of shares as to which such person has:

  1,282,800 (I) sole power to vote or to direct the vote

  5,837,177 (II) shared power to vote or to direct the vote

  0 (III) sole power to dispose or to direct the disposition of

 7,803,277 (IV) shared power to dispose or to direct the

         disposition of




Jennison Associates Capital Corp. ("Jennison") furnishes 

investment advice to several investment companies,

insurance separate accounts, and institutional clients ("Managed 

Portfolios"). As a result of its role as investment adviser of 

the Managed Portfolios, Jennison may be deemed to be the

beneficial owner of the shares of the Issuer's Common Stock

held by such Managed Portfolios.  The Prudential Insurance

Company of America ("Prudential") owns 100% of the 

stock of Jennison.  As a result, Prudential may be deemed to have

the power to exercise or to direct the exercise of such voting 

and/or dispositive power that Jennison may have with respect to 

the Issuer's Common Stock held by the Managed Portfolios.

Jennison does not file jointly with Prudential, as such, shares 

of the Issuer's Common Stock reported on Jennison's 13G may be 

included in the shares reported on the 13G filed by Prudential.

These shares were acquired in the ordinary course of business, 

and not with the purpose or effect of changing or influencing 

control of the Issuer.  The filing of this statement should not 

be construed as an admission that Jennison is, for the purposes of 

Sections 13 or 16 of the Securities Exchange Act of 1934, the

beneficial owner of these shares.



Item 5 Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of 

the date hereof the reporting person has ceased to be the 

beneficial owner of more than five percent of the securities, 

check the following ( ).







               SECURITIES AND EXCHANGE COMMISSION

                  Washington, D.C. 20549

                  Schedule 13G Under the Securities

                    Exchange Act of 1934


Item 6 Ownership of More than Five Percent on Behalf of 

Another Person:

Our clients have the right to receive or the power to direct 

the receipt of dividends or the profits from the sale of such 

securities.  No one client owns more than 5% of such security 

class.




Item 7 Identification and Classification of the Subsidiary which

Acquired the Security being Reported on by the Parent Holding

Company: Not Applicable



Item 8 Identification and Classification of Members of the 

Group: Not Applicable




Item 9 Notice of Dissolution of Group: Not Applicable




Item 10 Certification:

By signing below I certify that, to the best of my knowledge 

and belief, the securities referred to above were acquired in

the ordinary course of business and were not acquired for the 

purpose of and do not have the effect of changing or 

influencing the control of the issuer of such securities and 

were not acquired in connection with or as a participant in any 

transaction having such purposes or effects.

After reasonable inquiry and to the best of my knowledge and 

belief, I certify that the correct information set forth in 

this statement is true, complete and correct.





February 10, 1998


Karen E. Kohler, Senior Vice President and Director