AUTOZONE INC — Director's Dealing 2011

Apr 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2011-04-19

Reporting Person: GOLDSMITH HARRY L (Exec. VP, Sec. & Gen Cnsl)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-19	Common Stock	M	10200.0000	$89.1800	Acquired	28871.5338	Direct
2011-04-19	Common Stock	S	600.0000	$278.5467	Disposed	28271.5338	Direct
2011-04-19	Common Stock	S	9600.0000	$278.0808	Disposed	18671.5338	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-19	Non-Qualified Stock Option (right to buy)	$89.1800	M	10200.0000	Disposed	2013-09-06	Common Stock (10200.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1200.0000	Indirect
Common Stock	200.0000	Indirect

Footnotes

F1: This price represents the weighted average price per share of common Stock of AutoZone, Inc. (the "Issuer"), par value $0.01 per share (each a "Share"), of sales that were executed at prices ranging from $278.51 -$278.58 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F2: This price represents the weighted average price per share of common Stock of AutoZone, Inc. (the "Issuer"), par value $0.01 per share (each a "Share"), of sales that were executed at prices ranging from $277.50 -$278.48 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F3: Granted in accordance with the AutoZone, Inc. 1996 Stock Option Plan.

F4: Options exercisable in one-fourth increments on September 5, 2004, 2005, 2006, and 2007, respectively.