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)
Vargo, Timothy D.
123 South Front Street
Memphis, TN 38103
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
[X] Officer (give title below) [ ] Other (specify below)
President
& Chief Operating Officer
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>
<CAPTION>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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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
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<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 10/16/98 P 2,000 A $26.0000 9,402 D
Common Stock 4,635 I by Immediate
Family
<CAPTION>
Table II (PART 1) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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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
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<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
Table II (PART 2) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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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
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<S> <C> <C> <C> <C> <C> <C> <C>
<FN>
Explanation of Responses:
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/s/ Vargo, Timothy D.
By: /s/ Harry L. Goldsmith, as Attorney-in-Fact
DATE November 9, 1998
<PAGE>
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.
Timothy D. Vargo
/s/ Timothy D. Vargo
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Dated: March 15, 1995
