SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 16, 2005

Date of Report
(Date of earliest event reported)

AUTOZONE, INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)
    1-10714
(Commission File Number)
   62-1482048
(IRS Employer 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

        On March 16, 2005, the Board of Directors of AutoZone, Inc. (the “Company”) elected William C. Rhodes, III as a director of the Company.

Item 8.01. Other Events.

        On March 16, 2005, the Company issued a press release announcing that its Board of Directors has authorized the repurchase of an additional $500 million of the Company’s common stock in connection with its ongoing share repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

        The following exhibit is filed with this Current Report pursuant to Items 5.02 and 8.01:

(c) Exhibits

  99.1 Press Release dated March 16, 2005.


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 hereunto duly authorized.

 

AUTOZONE, INC.

 

  By: /s/ Michael G. Archbold

Michael G. Archbold
Executive Vice President and
Chief Financial Officer
Customer Satisfaction

Dated: March 16, 2005


EXHIBIT INDEX

99.1 Press Release dated March 16, 2005.