SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


                                FORM 8-K

                         Current Report Pursuant
                      to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934



                             May 26, 1999
            Date of Report (Date of earliest event reported)



                              AUTOZONE, INC.
         (Exact Name of Registrant as Specified in Its Charter)



                                 Nevada
             (State or Other Jurisdiction of Incorporation)



     1-10714                                    62-1482048
(Commission File Number)                     (I.R.S. Employer
                                             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 or former address, if changed since last report.)



Item 5. Other Events.

        On May 26, 1999, AutoZone, Inc., made the announcement attached
as Exhibit 99.1 to this Current Report.


Item 7. Financial Statements and Exhibits

(c)  Exhibits


99.1 Press Release dated May 26, 1999





                               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 hereunto duly authorized.



                                   AUTOZONE, INC.



Date:  June 3, 1999               By:  /s/ Robert J. Hunt
                                   -----------------------------------
                                   Robert J. Hunt
                                   Executive Vice President
                                   & Chief Financial Officer


                              EXHIBIT INDEX




99.1 Press Release dated May 26, 1999




[AUTOZONE(R) logo]

123 South Front Street, Memphis, TN 38103-3607, (901) 495-6500,
Fax: (901) 495-8300



NEWS:                              Financial Contact:  Emma Jo Kauffman
For Immediate Release                                    (901) 495-7005
                                           Media Contact: Eric Epperson
                                                         (901) 495-7307


                     AUTOZONE'S 3rd QUARTER SALES UP 30%

Memphis, Tenn (May 26, 1999) -- AutoZone, Inc. (NYSE symbol: AZO), today
reported net income for the 12 weeks ended May 8, 1999, of $58.7 million, an
increase of 9% from $53.9 million for the fiscal third quarter of 1998. Diluted
earnings per share increased 11% to 39 cents from 35 cents. Sales for the
quarter rose 30% to $970 million from $744 million a year earlier. Comparable
store sales, or sales at stores opened prior to the start of fiscal 1998, rose
3%, compared to 2% in the prior year.

On a year-to-date basis, AutoZone reported net income for the 36 weeks ended
May 8, 1999, of $146.1 million, an increase of 8% from $135.8 million for the
year earlier period. Diluted earnings per share increased 10% to 97 cents from
88 cents. Sales for the 36-week period rose 34% to $2.72 billion from $2.03
billion a year earlier. Comparable store sales rose 5% for the year-to-date
period compared to 4% in the prior year.

"We've had a very busy and challenging quarter. At the end of the quarter we'd
opened 96 of the former Express locations acquired in October from Pep Boys and
were on track with our accelerated Chief remodel schedule, with 78 remodels
completed, " said John C. Adams, chairman and chief executive officer. "We're
very pleased with the strong sales at the former Express and Auto Palace
locations. We're also excited about the increases in sales we're seeing in the
remodeled Chief stores. If we continue to see the strong results we've had so
far from these remodels we should be well on our way to meeting our goal of
earning $2 per share in fiscal 2000. We incurred expenses in excess of  $6
million in the quarter for remodeling and remerchandising the acquired stores
and we will incur more than $10 million in one-time conversion expenses in the
fourth quarter. This will limit our EPS growth in the fourth quarter to 12-15%.

"During the quarter, we decided to close some of our underperforming stores and
also decided not to complete the development of certain sites in process,
resulting in a pre-tax charge of approximately $2 million. In our twenty-year
history, we've only closed about 1% of our internally developed stores, and we
expect future closings to be rare. We've also made some changes in our site
selection criteria and procedures, which we believe should improve our new
store productivity."

During the quarter, AutoZone opened 74 new and replaced 19 auto parts stores in
the U.S and opened 3 stores in Mexico. Also, 65 Chief stores were closed along
with 14 AutoZone stores, including 5 former Auto Palace locations. For the 36-
week period, AutoZone has opened 219 new auto parts stores in the U.S. and 4 in
Mexico, replaced 44 stores, and closed 14 AutoZone stores and 167 Chief stores.
In addition, AutoZone relocated 1 TruckPro store during the quarter for a year-
to-date total of 5.

Also during the quarter, the company repurchased 1.76 million shares of its
common stock for $53.5 million, bringing the cumulative shares repurchased
to 5.67 million for $159.8 million.

AutoZone sells auto and light truck parts, chemicals and accessories through
2,695 AutoZone and Chief stores in 39 states in the U.S. and 4 AutoZone stores
in Mexico. Chief stores are being converted to AutoZone stores. AutoZone also
sells heavy-duty truck parts through 43 TruckPro stores in 14 states, and
automotive diagnostic and repair software through ALLDATA.

Certain statements contained in this press release are forward-looking
statements. These statements discuss, among other things, expected growth,
domestic and international development and expansion strategy, business
strategies and future performance. These forward-looking statements are subject
to risks, uncertainties and assumptions, including without limitation,
competition, product demand, domestic and international economies, government
approvals, inflation, the ability to hire and retain qualified employees, the
ability to convert acquired stores in a timely and profitable manner, consumer
debt levels and the weather.  Actual results may materially differ from
anticipated results. Please refer to the Risk Factors section of Form 10-K for
the year ended August 29, 1998 for more details.

                       ***FINANCIAL HIGHLIGHTS FOLLOW***





                AUTOZONE FISCAL 3RD QUARTER FINANCIAL HIGHLIGHTS
                     (In Thousands, Except Per-Share Data)


                             12 WEEKS ENDED             12 WEEKS ENDED
                               MAY 8, 1999                MAY 9, 1998
                             --------------             --------------

 NET SALES                       $970,236                   $743,661

 GROSS PROFIT                    $408,933                   $311,080

 OPERATING PROFIT                $104,312                  $  90,457


 INCOME BEFORE INCOME TAXES      $ 93,135                  $  86,240

 NET INCOME                      $ 58,735                  $  53,940

 NET INCOME PER SHARE:
        BASIC                       $0.39                      $0.35
        DILUTED                     $0.39                      $0.35

 WEIGHTED AVERAGE SHARES:
        BASIC                     149,132                    152,366
        DILUTED                   150,729                    154,324




                             36 WEEKS ENDED             36 WEEKS ENDED
                               MAY 8, 1999                 MAY 9, 1998
                             --------------             --------------

 NET SALES                     $2,723,723                 $2,026,032

 GROSS PROFIT                  $1,138,908                  $ 845,202

 OPERATING PROFIT                $261,400                   $227,187

 INCOME BEFORE INCOME TAXES      $231,474                   $217,440

 NET INCOME                      $146,074                   $135,840

 NET INCOME PER SHARE:
        BASIC                       $0.97                     $0.89
        DILUTED                     $0.97                     $0.88

 WEIGHTED AVERAGE SHARES:
        BASIC                     149,941                    152,042
        DILUTED                   151,322                    153,949