(901) 495-6500

April 23, 2002

Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

RE: Comments on the Proposed Rule: Form 8-K Disclosure of Certain Management Transactions
File No. S7-09-02

Dear Mr. Katz:

I am Vice President and Assistant General Counsel for AutoZone, Inc. AutoZone, Inc.'s common stock is registered under Section 12 of the Securities Exchange Act of 1934, and is traded on the New York Stock Exchange. We are submitting these comments to you for the consideration of the Commission regarding the Proposed Rule: Form 8-K Disclosure of Certain Management Transactions.

AutoZone, Inc., has two plans for compensation of its directors: the AutoZone, Inc. Second Amended and Restated Director Compensation Plan and the AutoZone, Inc. Third Amended and Restated 1998 Director Stock Option Plan. Under the director compensation plan, outside directors (as defined in the plan) are awarded either stock appreciation rights or actual common stock (at the director's advance election) in quarterly installments in accordance with a formula stated in the plan. Under our director stock option plan, outside directors (as defined in the plan) are granted stock options upon election to the board and thereafter annually in accordance with a formula state in the plan. Under both of these plans, the securities are automatically awarded to the directors, with no exercise of discretion on the part of any person with regard to timing of the award , price, or number of shares or derivatives. Information regarding both of these plans is contained in AutoZone's proxy statement and both plans are filed as exhibits to AutoZone's Form 10-K.

AutoZone suggests that transactions under plans such as these, where no judgement or discretion is exercised on behalf of any party and the terms of the grant have previously been fully described and the terms of the plans have been publicly disclosed, that announcing the distribution of the securities in a Form 8-K is unnecessary and would add to information clutter, not clarity.

We urge the Commission consider this matter and to amend the proposed rule prior to final effectiveness to exempt automatic grants such as these from the operation of the final rule.

We appreciate the opportunity to provide comments on this important issue. Please do not hesitate to contact me if you have any questions.

Respectfully submitted,

Donald R. Rawlins
Vice President, Asst. General Counsel
& Asst. Secretary