SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ESL INVESTMENTS INC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AUTOZONE INC [ AZO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/28/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/28/2005		P		500,000	A	$78.035	12,020,943	I	See Footnote(1)(5)
Common Stock	10/28/2005		P		174,178	A	$78.335	12,195,661	I	See Footnote(1)(5)
Common Stock	10/28/2005		P		5,282	A	$78.335	3,863,801	I	See Footnote(2)(5)
Common Stock								71,771	I	See Footnote(3)(5)
Common Stock								5,875,557	I	See Footnote(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ESL INVESTMENTS INC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* ESL PARTNERS LP (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* ESL INVESTORS LLC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* RBS PARTNERS L P /CT (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)

Explanation of Responses:

1. These securities are held for the account of ESL Partners, L.P. ("Partners").

2. These securities are held for the account of ESL Investors, L.L.C. ("Investors").

3. These securities are held for the account of ESL Institutional Partners, L.P. ("Institutional").

4. These securities are held for the account of Acres Partners, L.P. ("Acres").

5. This Form 4 is filed on behalf of Partners, Investors, RBS Partners, L.P. ("RBS") and ESL Investments, Inc. ("Investments"). RBS is the general partner of Partners and the managing member of Investors. In such capacities, RBS may be deemed to have a pecuniary interest in the securities held for the accounts of each of Partners and Investors. RBS Investment Management, LLC ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS and Acres and the managing member of RBSIM. In such capacities, Investments may be deemed to have a pecuniary interest in the securities held for the accounts of each of Partners, Investors, Acres and Institutional. Edward S. Lampert, a director of the Issuer, is the sole stockholder of Investments.

Remarks:

Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the reporting persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the reporting persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

	ESL Investments, Inc.; /s/ Robert Jackowitz, Treasurer	11/01/2005
	ESL Partners, L.P.; By: RBS Partners, L.P., its general partner; By: ESL Investments, Inc., its general partner; /s/ Robert Jackowitz, Treasurer	11/01/2005
	ESL Investors, L.L.C.; By: RBS Partners, L.P., its general partner; By: ESL Investments, Inc., its general partner; /s/ Robert Jackowitz, Treasurer	11/01/2005
	RBS Partners, L.P.; By: ESL Investments, Inc., its general partner; /s/ Robert Jackowitz, Treasurer	11/01/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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