EXHIBIT 4.1

                              AUTOZONE, INC.
                                  SECOND
                           AMENDED AND RESTATED
                       EMPLOYEE STOCK PURCHASE PLAN

     AUTOZONE, INC., a corporation organized under the laws of the State of
Delaware, by resolution of its Board of Directors on March 29, 1991,
adopted the Employee Stock Purchase Plan (the "Plan"). The Plan was
approved by the stockholders of the Company on March 29, 1991. The Plan was
amended by the Board of Directors on June 18, 1991, to conform the Plan to
amendments to the regulations related to the Securities Exchange Act of
1934, as amended. On December 21, 1991, the Plan was assumed by AutoZone,
Inc., a Nevada corporation, after its reincorporation. The Plan was amended
by the Board of Directors on March 2, 1996, and October 21, 1996, to extend
the expiration date of the Plan. On October 21, 1997, the Compensation
Committee adopted the Amended and Restated Employee Stock Purchase Plan,
which was approved by the stockholders of the Company on December 18, 1997.
On October 19, 1999, the Compensation Committee adopted this Second Amended
and Restated Employee Stock Purchase Plan to prohibit sales of shares
purchased under the Plan for at least one year after the exercise of an
option under the Plan.

     The purposes of the Plan are as follows:

  (1) To assist employees of the Company or of a Parent or Subsidiary of
the Company in acquiring a stock ownership interest in the Company pursuant
to a plan which is intended to qualify as an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986, as amended.

  (2) To help employees provide for their future security and to encourage
them to remain in the employment of the Company or of a Parent or
Subsidiary of the Company.

1. DEFINITIONS

     Whenever any of the following terms are used in the Plan with the
first letter or letters capitalized, they shall have the meaning specified
below unless the context clearly indicates to the contrary. The masculine
pronoun shall include the feminine and neuter and the singular shall
include the plural where the context so indicates:

  (a) "Board" shall mean the Board of Directors of the Company.

  (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

  (c) "Committee" shall mean the Compensation Committee of the Board
appointed to administer the Plan pursuant to paragraph 12.

  (d) "Company" shall mean AutoZone, Inc., a Nevada corporation.

  (e) "Date of Exercise" shall mean with respect to any Option (i) the
March 31 of the Plan Year in which the Option was granted (in the case of
an Option granted on January 1), (ii) the June 30 of the Plan Year in which
the Option was granted (in the case of an Option granted on April 1), (iii)
the September 30 of the Plan Year in which the Option was granted (in the
case of an Option granted on July 1), (iv) the December 31 of the Plan Year
in which the Option was granted (in the case of an Option granted on
October 1) or (v) such other day, as may be determined by the Committee, of
the Plan Year in which the Option was granted.

  (f) "Date of Grant" shall mean the date upon which an Option is granted,
as set forth in paragraph 3(a).

  (g) "Eligible Compensation" shall mean (i) the Eligible Employee's rate
of pay for the immediately preceding calendar year based on the wages, tips
and other compensation as reported on Form W-2 issued by the Company, if
the Eligible Employee's Form W-2 issued by the Company reports wages, tips,
and other compensation for the full preceding calendar year, otherwise (ii)
the Eligible Employee's annualized current rate of pay on the Date of
Grant.

  (h) "Eligible Employee" shall mean an employee of the Company and those
of any present or future Parent or Subsidiary of the Company incorporated
under the laws of a state of the United States of America (i) who has
completed six months of employment; and (ii) who does not, immediately
after the Option is granted, own stock (as defined by Sections 423(b)(3)
and 424(d) of the Code) possessing five percent or more of the total
combined voting power or value of all classes of stock of the Company or of
a Parent or Subsidiary of the Company.

  (i) "Form" shall mean either a paper form or a form on electronic media,
prepared by the Company.

  (j) "Option" shall mean an option granted under the Plan to an Eligible
Employee to purchase shares of the Company's Stock.

  (k) "Option Period" shall mean with respect to any Option the period
beginning upon the Date of Grant and ending upon the Date of Exercise.

  (l) "Option Price" has the meaning set forth in paragraph 4(b).

  (m) "Parent of the Company" shall mean any corporation, other than the
Company, in an unbroken chain of corporations ending with the Company if,
at the time of the granting of the Option each of the corporations other
than the Company owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in
such chain.

  (n) "Participant" shall mean an Eligible Employee who has complied with
the provisions of paragraph 3(b).

  (o) "Plan" shall mean the AutoZone, Inc. Amended and Restated Employee
Stock Purchase Plan.

  (p) "Plan Year" shall mean the calendar year beginning on January 1 and
ending on December 31.

  (q) "Stock" shall mean shares of the Company's common stock.

  (r) "Subsidiary of the Company" shall mean any corporation other than the
Company in an unbroken chain of corporations beginning with the Company if,
at the time of the granting of the Option, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.

2. STOCK SUBJECT TO THE PLAN

     Subject to the provisions of paragraph 9 (relating to adjustment upon
changes in the Stock), the Stock which may be sold pursuant to options
granted under the Plan shall not exceed in the aggregate 3,000,000 shares,
and may be unissued shares or reacquired shares or shares bought on the
market for purposes of the Plan.

3. GRANT OF OPTIONS

     (a) General Statement. Following the effective date of the Plan and
continuing while the Plan remains in force, the Company may offer Options
under the Plan to all Eligible Employees. These Options may be granted four
times each Plan Year on the January 1, the April 1, the July 1, or the
October 1 of each Plan Year, or on such other days as may be determined by
the Committee. The term of each Option shall be for three months and shall
end on the March 31 (with respect to a January 1 Date of Grant), the June
30 (with respect to an April 1 Date of Grant), the September 30 (with
respect to a July 1 Date of Grant), or the December 31 (with respect to an
October 1 Date of Grant) of the Plan Year in which the Option is granted or
for such other term or Date of Exercise as may be determined by the
Committee. The number of shares of the Stock subject to each Option shall
be the whole number quotient of (i) the aggregate payroll deductions
authorized by each Participant in accordance with subparagraph (b) for the
Option Period divided by (ii) the Option Price of the Stock.

     (b) Election To Participate; Payroll Deduction Authorization. An
Eligible Employee may participate in the Plan only by payroll deduction.
Each Eligible Employee who elects to participate in the Plan shall deliver
to the Company during the calendar month next preceding either a January 1
Date of Grant, an April 1 Date of Grant, a July 1 Date of Grant, or an
October 1 Date of Grant, or on such other days as may be determined by the
Committee, the properly completed Form whereby the Eligible Employee gives
notice of the election to participate in the Plan as of the next following
Date of Grant, and which shall designate a stated dollar amount, in $5.00
increments, of Eligible Compensation to be withheld on each payday. The
stated dollar amount may not be less than $5.00 and may not exceed 10% of
the Eligible Compensation. In addition, at the discretion of the Committee
exercised uniformly as to all Eligible Employees at any particular time, an
Eligible Employee who participates in the Plan may also elect to have an
amount withheld from any bonus. Notwithstanding the foregoing, the maximum
cumulative amount an Eligible Employee may have withheld through payroll
deduction and from any bonus shall not exceed $4,000 per Plan Year.
Effective as of January 1, 2000, the maximum cumulative amount an Eligible
Employee may have withheld through payroll deduction and from any bonus
shall not exceed $15,000 per Plan Year.

     (c) Changes in Payroll Authorization. The payroll deduction
authorization referred to in subparagraph (b) may only be changed during
the enrollment period described in subparagraph (b) and may not be changed
during the Option Period, except as provided in paragraph 5.

     (d) $25,000 Limitation. Notwithstanding anything to the contrary
contained herein, no Participant shall be permitted to purchase Stock under
the Plan or under any other employee stock purchase plan of the Company or
of a Parent or Subsidiary of the Company which is intended to qualify under
Section 423 of the Code, at a rate which exceeds $25,000 in fair market
value of the Stock (determined at the time the option is granted) for each
calendar year in which any such option granted to such Participant is
outstanding at any time.

4. EXERCISE OF OPTIONS

     (a) General Statement. Each Participant automatically will be deemed
to have exercised the Option on each Date of Exercise to the extent that
the balance then in the Participant's account under the Plan is sufficient
to purchase at the Option Price whole shares of the Stock subject to the
Option. The excess balance, if any, in Participant's account shall remain
in the account and be available for the purchase of Stock on the following
Date of Exercise, provided that no withdrawal from the Plan or termination
of employment has occurred under paragraphs 5 or 6.

     (b) Option Price Defined. The option price per share of the Stock (the
"Option Price") to be paid by each Participant on each exercise of the
Option shall be an amount equal to the lesser of (y) 85% of the fair market
value of the Stock on the Date of Grant or (z) 85% of the fair market value
of the Stock on the Date of Exercise. The fair market value of the Stock as
of a given date shall be: (i) the closing price of the Stock on the
principal exchange on which the Stock is then trading, if any, on such
date, or, if the Stock was not traded on such date, then on the next
preceding trading day during which a sale occurred; or (ii) if such Stock
is not traded on an exchange but is quoted on NASDAQ or a successor
quotation system, (1) the last sales price (if the Stock is then listed as
a National Market Issue under the NASD National Market System) or (2) the
mean between the closing representative bid and asked prices (in all other
cases) for the Stock on such date as reported by NASDAQ or such successor
quotation system; or (iii) if such Stock is not publicly traded on an
exchange and not quoted on NASDAQ or a successor quotation system, the mean
between the closing bid and asked prices for the Stock on such date as
determined in good faith by the Committee; or (iv) if the Stock is not
publicly traded, the fair market value established by the Committee acting
in good faith.

     (c) Delivery of Share Certificates. (i) For any shares purchased by
exercise of an option prior to January 1, 2000, upon the proper completion
and submission of the proper Form to the Company, the Company will deliver
to such Participant a certificate issued in Participant's name for the
number of shares of the Stock with respect to which the Option was
exercised and for which the Option Price has been paid.

     (ii)  For any shares purchased by exercise of an option on or after
January 1, 2000, after the passage of one year from an Option exercise
date, upon the proper completion and submission of the proper Form to the
Company, the Company will deliver to such Participant a certificate issued
in Participant's name for the number of shares of the Stock with respect to
which the Option was exercised and for which the Option Price has been
paid. If a Participant's employment has terminated prior to the passage of
one year from the Option exercise date, notwithstanding the first sentence
of this subsection the Participant shall be entitled to receive
certificates representing the number of shares of Stock with respect to
which the Option was exercised and for which the Option Price has been
paid.

     (iii)  In the event the Company is required to obtain from any
commission or agency authority to issue any such certificate, the Company
will seek to obtain such authority. The inability of the Company to obtain
from any such commission or agency authority which counsel for the Company
deems necessary for the lawful issuance of any such certificate shall
relieve the Company from liability to any Participant except to return the
amount of the balance in the account in cash.

     (d) Restriction on Sale of Stock. Effective as of January 1, 2000, for
all Options exercised under the Plan after that date, a participant shall
not sell any shares of stock purchased under the Plan until after the first
to occur of passage of one year from the date of the Option exercise or
termination of employment.


5. WITHDRAWAL FROM THE PLAN

     (a) General Statement. Any Participant may withdraw from the Plan at
any time. A Participant who wishes to withdraw from the Plan must deliver
to the Company a notice of withdrawal in a Form prepared by the Company.
The Company, as soon as practicable following receipt of a Participant's
notice of withdrawal, will refund to the Participant the amount of the
balance in the account under the Plan. Upon receipt of a Participant's
notice of withdrawal from the Plan, automatically and without any further
act on the part of the Participant, the payroll deduction authorization,
any interest in the Plan, and any Option under the Plan shall terminate.

     (b) Participation Following Withdrawal. A Participant who withdraws
from the Plan may participate again in the Plan on the next January 1,
April 1, July 1, or October 1 immediately following the date of withdrawal,
or on such other days as may be determined by the Committee.

     (c) Stock Subject to Plan. Notwithstanding a Participant's withdrawal
from the Plan, any Stock acquired under the Plan shall remain subject to
the terms of the Plan.


6. TERMINATION OF EMPLOYMENT

     (a) Termination of Employment Other Than By Retirement or Death. If
the employment of a Participant terminates other than by retirement or
death, participation in the Plan automatically shall terminate as of the
date of the termination of employment. As soon as practicable after such a
Participant's termination of employment, the Company will refund the amount
of the balance in that account under the Plan. Upon a Participant's
termination of employment, any interest in the Plan and any Option under
the Plan shall terminate.

     (b) Termination by Retirement. A Participant who retires on a normal
retirement date, or earlier or later with the consent of the Company, may
by written notice to the Company request payment of the balance in the
account under the Plan, in which event the Company shall make such payment
as soon as practicable after receiving such notice; upon receipt of such
notice, the Participant's interest in the Plan and any Option under the
Plan shall terminate. If the Company does not receive such notice prior to
the next Date of Exercise, such Participant's Option will be deemed to have
been exercised on such Date of Exercise.

     (c) Termination By Death. If the employment of a Participant is
terminated by Participant's death, the executor of the Participant's will
or the administrator of the Participant's estate by written notice to the
Company may request payment of the balance in the Participant's account
under the Plan, in which event the Company shall make such payment without
any interest thereon as soon as practicable after receiving such notice.
Upon receipt of such notice, the Participant's interest in the Plan and
Option under the Plan shall terminate. If the Company does not receive such
notice prior to the next Date of Exercise, the Participant's Option shall
be deemed to have been exercised on such Date of Exercise.

7. RESTRICTION UPON ASSIGNMENT

     No Option or interest or right therein or part thereof shall be liable
for the debts, contracts or engagements of any Participant or any successor
in interest, nor shall any Option be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other
means, whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and attempted disposition
thereof shall be null and void and of no effect; provided, however, that
nothing in this paragraph 7 shall prevent transfers by will or by the
applicable laws of descent and distribution. Except as provided in
paragraph 6(c), an Option may not be exercised to any extent except by the
Participant. The Committee may require the Participant to give the Company
prompt notice of any disposition of shares of stock acquired by exercise of
an Option within two years from the date of granting such Option or one
year after the transfer of such shares to such Participant. The Committee
may require that the certificates evidencing shares acquired by exercise of
an Option refer to such requirement to give prompt notice of disposition.

8. NO RIGHTS OF STOCKHOLDER UNTIL OPTION IS EXERCISED

     With respect to shares of the Stock subject to an Option, a
Participant shall not be deemed to be a stockholder of the Company, and
shall not have any of the rights or privileges of a stockholder. A
Participant shall have the rights and privileges of a stockholder of the
Company when, but not until, an Option is exercised.

9. CHANGES IN THE STOCK; ADJUSTMENTS OF AN OPTION

     Whenever any change is made in the Stock or to Options outstanding
under the Plan, by reason of stock dividend or by reason of division,
combination or reclassification of shares, appropriate action will be taken
by the Committee to adjust accordingly the number of shares of the Stock
subject to the Plan and the number and the Option Price of shares of the
Stock subject to the Options outstanding under the Plan.

10. USE OF FUNDS; NO INTEREST PAID

     All funds received or held by the Company under the Plan will be
included in the general funds of the Company free of any trust or other
restriction and may be used for any corporate purpose. No interest will be
paid to any Participant or credited to any account under the Plan with
respect to such funds.

11. AMENDMENT OF THE PLAN

     The Committee may amend, suspend or terminate the Plan at any time and
from time to time; provided, however, that the provisions in paragraphs
1(e), 1(h), 3(a), 3(d), and 4(b) may not be amended more than once every
six months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder; and provided further, that approval by the vote of the holders
of more than 50% of the outstanding shares of the Company's Stock entitled
to vote shall be required to amend the Plan (i) to increase the number of
shares of Stock available under the Plan, (ii) to decrease the Option Price
below a price computed in the manner stated in paragraph 4(b), (iii) to
materially alter the requirements for eligibility to participate in the
Plan, or (iv) to modify the Plan in a manner requiring stockholder approval
under the Code or Securities Exchange Act of 1934 ("Exchange Act").

12. ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS

     (a) Administration. The Plan shall be administered by the Compensation
Committee of the Board.

     (b) Duties And Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of the Plan in accordance
with its provisions. The Committee shall have the power to interpret the
Plan and the Options and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and
to interpret, amend or revoke any such rules. The Board shall have no right
to exercise any of the rights or duties of the Committee under the Plan.

     (c) Majority Rule. The Committee shall act by a majority of its
members in office. The Committee may act either by vote at a meeting or by
a memorandum or other written instrument signed by a majority of the
Committee.

     (d) Professional Assistance; Good Faith Actions. The Committee may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and its officers and directors shall be
entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding upon all
Participants, the Company and all other interested persons. No member of
the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Options,
and all members of the Committee shall be fully protected by the Company in
respect to any such action, determination or interpretation.

13. NO RIGHTS AS AN EMPLOYEE

     Nothing in the Plan shall be construed to give any person (including
any Eligible Employee or Participant) the right to remain in the employ of
the Company or a Parent or Subsidiary of the Company or to affect the right
of the Company or a Parent or Subsidiary of the Company to terminate the
employment of any person (including any Eligible Employee or Participant)
at any time with or without cause.


14. MERGER, ACQUISITION OR LIQUIDATION OF THE COMPANY

     In the event of the merger or consolidation of the Company into
another corporation, the acquisition by another corporation of all or
substantially all of the Company's assets or 80% or more of the Company's
then outstanding voting stock or the liquidation or dissolution of the
Company, the Date of Exercise with respect to outstanding Options shall be
the business day immediately preceding the effective date of such merger,
consolidation, acquisition, liquidation or dissolution unless the Committee
shall, in its sole discretion, provide for the assumption or substitution
of such Options in manner complying with Section 424(a) of the Code.

15. TERM; APPROVAL BY STOCKHOLDERS

     No Option may be granted during any period of suspension or after
termination of the Plan, and in no event may any Option be granted under
the Plan after December 31, 2002, unless extended by the Board of Directors
of the Company. The Plan will be submitted for the approval of the
Company's stockholders within 12 months after the date of the Board of
Directors' initial adoption of the Plan. The Company shall take such
actions with respect to the Plan as may be necessary to satisfy the
requirements of Section 423 of the Code.

16. EFFECT UPON OTHER PLANS

     The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or a Parent or Subsidiary of the
Company. Nothing in this Plan shall be construed to limit the right of the
Company or a Parent or Subsidiary of the Company (a) to establish any other
forms of incentives or compensation for employees of the Company or a
Parent or Subsidiary of the Company or (b) to grant or assume options
otherwise than under this Plan in connection with any proper corporate
purpose, including, but not by way of limitation, the grant or assumption
of options in connection with the acquisition, by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.

17. RULE 16B-3 RESTRICTIONS UPON DISPOSITIONS OF STOCK

     The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act of 1933, as amended (the "Securities
Act"), and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder,
including, without limitation, Rule 16b-3. Notwithstanding anything herein
to the contrary, the Plan shall be administered, and Options shall be
granted and may be exercised, only in such a manner as to conform to such
laws, rules and regulations. To the extent permitted by applicable law, the
Plan and Options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.

18. NOTICES

     Any notice to be given under the terms of the Plan to the Company
shall be addressed to the Company in care of its Secretary or any designee
and any notice to be given to a Participant shall be addressed to
Participant's last address as reflected in the Company's records and may be
given either in writing or via electronic communication to the extent
permitted by law. By a notice given pursuant to this paragraph, either
party may hereafter designate a different address for notices to be given.
Any notice which is required to be given to a Participant shall, if the
Participant is then deceased, be given to the Participant's personal
representative if such representative has previously informed the Company
of the representative status and address by notice under this paragraph.
Any notice shall have been deemed duly given when received by the Company
or when sent to a Participant by the Company to Participant's last known
mailing address or delivered to an electronic mailbox accessible by
Participant as permitted by law.

19. TITLES

     Titles are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of the Plan.