AUTOZONE INC — Director's Dealing 2011

Oct 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2011-10-27

Reporting Person: Roesel Larry M (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-27	Common Stock	M	5000.0000	$129.6300	Acquired	5412.1249	Direct
2011-10-27	Common Stock	S	5000.0000	$330.5740	Disposed	412.1249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-27	Non-Qualified Stock Option (right to buy)	$129.6300	M	5000.0000	Disposed	2017-04-10	Common Stock (5000.0000)	Direct

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 $330.37 - $330.91 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: Granted in accordance with the AutoZone, Inc. 2006 Stock Option Plan.

F3: Options exercisable in one-fourth increments on April 9, 2008, 2009, 2010 and 2011, respectively.