EXHIBIT 15.1

The Board of Directors and Stockholders
AutoZone, Inc.

We are aware of the incorporation by reference in the following Registration
Statements of AutoZone, Inc. and in the related Prospectuses of our report dated
May 24, 2004, related to the unaudited condensed consolidated interim financial
statements of AutoZone, Inc. that are included in its Form 10-Q for the quarter
ended May 8, 2004:

         Registration Statement (Form S-8 No. 333-42797) pertaining to the
         AutoZone, Inc. Amended and Restated Employee Stock Purchase Plan

         Registration Statement (Form S-8 and S-3 No. 33-41618) pertaining to
         the AutoZone, Inc. Amended and Restated Stock Option Plan

         Registration Statement (Form S-8 No. 333-88245) pertaining to the
         AutoZone, Inc. Second Amended and Restated 1996 Stock Option Plan

         Registration Statement (Form S-8 No. 333-88241) pertaining to the
         AutoZone, Inc. Amended and Restated Director Compensation Plan

         Registration Statement (Form S-8 No. 333-75142) pertaining to the
         AutoZone, Inc. Third Amended and Restated 1998 Director Stock Option
         Plan

         Registration Statement (Form S-8 No. 333-83436) pertaining to a shelf
         registration to sell 15,000,000 shares of common stock owned by certain
         selling stockholders

         Registration Statement (Form S-8 No. 333-75140) pertaining to the
         AutoZone, Inc. Executive Stock Purchase Plan

         Registration Statement (Form S-8 No. 333-103665) pertaining to the
         AutoZone, Inc. 2003 Director Compensation Plan

         Registration Statement (Form S-8 No. 333-103666) pertaining to the
         AutoZone, Inc. 2003 Director Stock Option Plan

                                                           /s/ Ernst & Young LLP

Memphis, Tennessee
June 7, 2004