AUTOZONE INC — Director's Dealing 2012

Jan 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-01-03

Reporting Person: GRAVES EARL G JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock	M	1000.0000	$69.7100	Acquired	1949.1000	Direct
2012-01-03	Common Stock	S	1000.0000	$323.1950	Disposed	949.1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Non-Qualified Stock Option (right to buy)	$69.7100	M	1000.0000	Disposed	2012-02-22	Common Stock (1000.0000)	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 $323.19 - $323.20 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. Directors Stock Option Plan.