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)
   House, N. Gerry
   2597 Avery Avenue                       
   Memphis, TN  38112-4892
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
   October 1998
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 - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ Table II (PART 1) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6) - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ Stock Appreciation Right 09/01/98 A V 171.2 (1) Table II (PART 2) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11) - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ Stock Appreciation Right 09/01/98 Common Stock 171.2 $24.0937 278.1 D Explanation of Responses: (1) Upon termination as a member of Board of Directors. The Stock Appreciation rights do not expire.
SIGNATURE OF REPORTING PERSON /s/ House, N. Gerry By: /s/ Harry L. Goldsmith, as Attorney in Fact DATE November 9, 1998 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 on Form 3, Form 4 and Form 5 under Section 16 of the Securities and 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 Securities and Exchange Commission, and 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 as of the date indicated below and shall remain effective for so long as the undersigned shall be an officer or director of AutoZone, Inc., unless sooner revoked by the undersigned in writing. N. Gerry House /s/ N. Gerry House ------------------ Dated: October 27, 1997