AUTOZONE INC — Director's Dealing 2012

May 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOZONE INC (AZO)
CIK: 0000866787
Period of Report: 2012-05-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-25	Common Stock	M	10000.0000	$82.0000	Acquired	30209.8207	Direct
2012-05-25	Common Stock	S	100.0000	$373.6200	Disposed	30109.8207	Direct
2012-05-25	Common Stock	S	9900.0000	$372.9918	Disposed	20209.8207	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-25	Non-Qualified Stock Option (right to buy)	$82.0000	M	10000.0000	Disposed	2015-10-16	Common Stock (10000.0000)	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 $372.485 - $373.46 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. 1996 Stock Option Plan.

F3: Options are exercisable in one-fourth increments on October 15, 2006, 2007, 2008, and 2009, respectively.