FORM 10-Q/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

[X]   Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
    For the quarterly period ended February 14, 1998, or

[   ]   Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
    For the transition period from _______ to ________.

Commission file number 1-10714

                              AUTOZONE, INC.
          (Exact name of registrant as specified in its charter)

         Nevada                                      62-1482048
(State or other jurisdiction of                   (I.R.S.Employer
incorporation or organization)                     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, former address and former fiscal year, if changed since last
                                  report.

    Indicate by check mark whether the registrant (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during  the  preceding  12 months (or for such shorter periods that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.  Yes  [X]   No  [ ]

               APPLICABLE ONLY TO CORPORATE ISSUERS

  Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.

  Common  Stock, $.01 Par Value - 152,560,302 shares  as  of  March 27,
1998.

                                                                       


Item 6.  Exhibits and Reports on Form 8-K

(a)       Exhibits

      The following exhibits are filed as part of this report:

      3.1 Articles of Incorporation of AutoZone, Inc. incorporated by
          reference to Exhibit 3.1 to the Form 10-K for the fiscal year
          ended August 27, 1994.

      3.2 Amendment to Articles of Incorporation of AutoZone, Inc., dated
          December 16, 1993, to increase its authorized shares of common
          stock to 200,000,000.  Incorporated by reference to Exhibit 3.2
          to the Form 10-K for the fiscal year ended August 27, 1994.

      3.3 By-laws of AutoZone, Inc.  Incorporated by reference to Exhibit
          3.2 to the February 1992 Form S-1.

      4.1 Form of Common Stock Certificate.  Incorporated  by reference to
          Exhibit 4.1 to Pre-Effective Amendment No. 2 to the February 1992
          Form S-1.

     10.1 Amended  Credit Agreement dated as of February 10,  1998  among
          AutoZone, Inc., as Borrower,  the  several  lenders from time to
          time party hereto, NationsBank, N.A., as Agent, and SunTrust  Bank,
          Nashville, N.A. as Co-Agent. Incorporated by reference to the Form
          10-Q for the quarter ended February 14, 1998.

     27.1 Financial Data Schedule for the quarter ended February 14,
          1998. Incorporated by reference to the Form 10-Q for the
          quarter ended February 14, 1998. (SEC Use Only)

     27.2 Restated Financial Data Schedule for the quarter ended February
          15, 1997. (SEC Use Only)





                                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 thereunto duly authorized.


                          AUTOZONE,  INC.


                                                                     
                         By: /s/ Michael E. Butterick
                         --------------------------------
                         Michael E. Butterick
                         Vice President, Controller-Customer Satisfaction
                         (Principal Accounting Officer)


Dated:  May 6, 1998






                               EXHIBIT INDEX

      3.1 Articles  of  Incorporation  of  AutoZone,  Inc.  Incorporated by
          reference to Exhibit 3.1 to the Form 10-K for the fiscal year ended
          August 27, 1994.

      3.2 Amendment to Articles of Incorporation of AutoZone,  Inc.,  dated
          December  16,  1993,  to  increase its authorized shares of common
          stock to  200,000,000.  Incorporated by reference to Exhibit 3.2 to
          the Form 10-K for the fiscal year ended August 27, 1994.

      3.3 By-laws of AutoZone,  Inc.   Incorporated by reference to Exhibit
          3.2 to the February 1992 Form S-1.

      4.1 Form of Common Stock Certificate.   Incorporated  by reference to
          Exhibit 4.1 to Pre-Effective Amendment No. 2 to the February 1992
          Form S-1.

     10.1 Amended  Credit Agreement dated as of February 10,  1998  among
          AutoZone, Inc., as Borrower,  the  several  lenders from time to
          time party hereto, NationsBank, N.A., as Agent, and SunTrust  Bank,
          Nashville, N.A. as Co-Agent. Incorporated by reference to the Form
          10-Q for the quarter ended February 14, 1998.

     27.1 Financial Data Schedule for the quarter ended February 14,
          1998. Incorporated by reference to the Form 10-Q for the
          quarter ended February 14, 1998. (SEC Use Only)

     27.2 Restated Financial Data Schedule for the quarter ended February
          15, 1997. (SEC Use Only)







 

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