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                                 FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X]     Quarterly report pursuant to section 13 or 15(d) of the Securities
        Exchange Act of 1934 For the quarterly period ended February 15, 1997,
        or

[ ]     Transition report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 For the transition period from _______ to ________.

Commission file number 1-10714

                                 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)

                                 (901) 495-6500
               Registrant's telephone number, including area code

                                (not applicable)
             Former name, former address and former fiscal year, 
                          if changed since last report.

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

    Common Stock, $.01 Par Value -150,825,189 shares as of March 28, 1997




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Item 6. Exhibits and Reports on Form 8-K

    (a)    Exhibits

           The following exhibits are filed as part of this report:

           10.1 Credit Agreement dated as of December 20, 1996 among AutoZone,
Inc., as Borrower, the several lenders from time to time party hereto,
NationsBank, N.A., as Agent, and SunTrust Bank, Nashville, N.A. as Co-Agent.
(Portions of exhibit have been omitted pursuant to a request for confidential
treatment.)

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                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  AUTOZONE,  INC.


                            By: /s/ Donald R. Rawlins
                                ------------------------------------------
                                Donald R. Rawlins
                                Assistant Secretary
                                Customer Satisfaction




Dated:  April 10, 1997