SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________
Form S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933
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)

 
AUTOZONE, INC.

SECOND AMENDED AND RESTATED

1996 STOCK OPTION PLAN

(Full title of the plan)

 
Harry L. Goldsmith

Secretary

123 South Front Street

Memphis, Tennessee 38103

(Name and address of agent for service of process)
(901) 495-6500

(Telephone number, including area code,

of agent for service of process)

 
CALCULATION OF REGISTRATION FEE

1Estimated solely for the purposes of calculating
the amount of the registration fee pursuant to Rule 457(h) on the basis
of the average of the high and low price for shares of the Registrant's
Common Stock as reported on the New York Stock Exchange, Inc. composite
tape on September 28, 1999.




INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registration Statement on Form S-8 (No. 333-19561) previously filed
with the Securities and Exchange Commission on January 10, 1997, is hereby
incorporated by reference.
On September 21, 1998, the Board of Directors of the Registrant approved
the Second Amended and Restated 1996 Stock Option Plan (the "Plan") which
increased the number of shares of Common Stock, $.01 par value, issuable
under the Plan from 6,000,000 to 11,000,000. The Plan was approved by the
Stockholders of the Registrant on December 17, 1998. This Registration
Statement is being filed to reflect the additional 5,000,000 shares to
be issued under the Plan, as amended and restated.

 

 
Item 8. Exhibits
            4.1    
AutoZone, Inc., Second Amended and Restated 1996 Stock Option Plan.

                     
Incorporated by reference to Schedule B to the definitive Proxy Statement
dated

                     
October 30, 1998.
            5.1    
Opinion of Donald R. Rawlins, Assistant General Counsel of AutoZone, Inc.
            23.1  
Consent of Ernst & Young LLP.
            23.2  
Consent of Donald R. Rawlins, Assistant General Counsel of AutoZone, Inc.

                    
(included in the opinion filed as Exhibit 5.1).

 

 








SIGNATURES
        Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Memphis, State of Tennessee, on October 1, 1999.

 
                                          
                                          
          
AUTOZONE, INC.

 
                                          
                                          
           
By: /s/ J.C. Adams, Jr.

                                          
                                          
                  
J.C. Adams, Jr.

                                          
                                          
                  
Chairman, Chief Executive Officer

                                          
                                          
                  
and Director
        Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed
by the following person in the capacities and on the dates indicated:

 



Title of securities to be registered



Amount to be

registered



Proposed maximum offering price per unit1



Proposed maximum aggregate offering price1



Amount of

registration fee





Common Stock

$.01 par value



5,000,000



$25.4375



$127,187,500



$35,359












EXHIBIT INDEX
           4.1     
AutoZone, Inc., Second Amended and Restated 1996 Stock Option Plan.

                     
Incorporated by reference to Schedule B to the definitive Proxy Statement
dated

                     
October 30, 1998.
            5.1    
Opinion of Donald R. Rawlins, Assistant General Counsel of AutoZone, Inc.
            23.1  
Consent of Ernst & Young LLP.
            23.2  
Consent of Donald R. Rawlins, Assistant General Counsel of AutoZone, Inc.

                    
(included in the opinion filed as Exhibit 5.1).





EXHIBIT 5.1

AUTOZONE, INC.

123 South Front Street

Memphis, Tennessee 38103









October 1, 1999

 

 

 
AutoZone, Inc.

123 South Front Street

Memphis, Tennessee 38103
RE: AutoZone, Inc., Common Stock

       par value $.01 per share
Ladies and Gentlemen:
I have examined or have caused persons under my supervision to examine
the Registration Statement on Form S-8 (the "Registration Statement"),
which AutoZone, Inc. (the "Company") intends to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of 5,000,000 shares of Common Stock, $.01 par
value (the "Shares"), which are to be offered under the AutoZone, Inc.
Second Amended and Restated 1996 Stock Option Plan (the "Plan"). I am familiar
with the proceedings taken and to be taken in connection with the authorization
, issuance and sale of the Shares. Additionally, I have examined such questions
of law and fact as I have considered necessary or appropriate for purposes
of this opinion.
Based upon the foregoing and the proceedings to be taken by the Company
as referred to above, I am of the opinion that the Shares to be issued
under the Plan have been duly authorized, and upon the issuance of Shares
under the terms of the Plan (assuming that, at the time of such issuance,
the Company has a sufficient number of authorized and unissued shares available
therefor), such Shares will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.

 

 
Yours truly,
/s/ Donald R. Rawlins
Donald R. Rawlins

Assistant Secretary
& Assistant General Counsel





Exhibit 23.1

 

 



Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the AutoZone, Inc. Second Amended and Restated
1996 Stock Option Plan of our reports dated September 30, 1998, with respect
to the consolidated financial statements of AutoZone, Inc. incorporated
by reference in its Annual Report (Form 10-K) for the year ended August
29, 1998 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.

 

 
Memphis, Tennessee                                       
                         
/s/ Ernst & Young LLP

September 28, 1999





Signature

Title

Date



/s/ J.C. Adams, Jr. 

J.C. Adams, Jr.

Chairman, Chief Executive Officer,
and Director

(Principal Executive Officer)

October 1, 1999



/s/ Timothy D. Vargo 

Timothy D. Vargo

President, Chief Operating Officer,
and Director

October 1, 1999



/s/ Robert J. Hunt 

Robert J. Hunt

Executive Vice President, Chief
Financial Officer and Director (Principal Financial Officer)

October 1, 1999



/s/ William C. Rhodes, III 

William C. Rhodes, III

Vice President (Principal Accounting
Officer)

October 1, 1999



/s/ Andrew M. Clarkson 

Andrew M. Clarkson

Director

October 1, 1999



/s/ N. Gerry House 

N. Gerry House

Director

October 1, 1999



/s/ J.R. Hyde, III 

J.R. Hyde, III

Director

October 1, 1999



/s/ James F. Keegan 

James F. Keegan

Director

October 1, 1999



/s/ Michael W. Michelson 

Michael W. Michelson

Director

October 1, 1999



/s/ Ronald A. Terry 

Ronald A. Terry

Director

October 1, 1999