RESTATED ARTICLES OF INCORPORATION
                                    OF
                              AUTOZONE, INC.
 
Pursuant to the provisions of Section 78.403 of the Nevada Revised
Statutes, the undersigned Corporation adopts the following Restated
Articles of Incorporation:
 
 
                                 ARTICLE I
                                   NAME
 
     The name of the corporation shall be AutoZone, Inc.
 
 
                                ARTICLE II
                               CAPITAL STOCK
 
     Section 1.  AUTHORIZED SHARES.  The aggregate number of shares which
the Corporation shall have authority to issue is Two Hundred One Million
(201,000,000) shares consisting of Two Hundred Million (200,000,000) shares
of common stock, par value $0.01 per share and One Million (1,000,000)
shares of preferred stock, $0.01 par value.
 
     Section 2.  CONSIDERATION FOR SHARES.  The common stock authorized by
Section 1 of this Article shall be issued for such consideration as shall
be fixed, from time to time, by the Board of Directors.
 
     Section 3.  ASSESSMENT OF STOCK.  The capital stock of this
Corporation, after the amount of the subscription price has been fully paid
in, shall not be assessable for any purpose, and no stock issued as fully
paid shall ever be assessable or assessed. No stockholder of the
Corporation is individually liable for the debts or liabilities of the
Corporation.
 
     Section 4.  ISSUANCE AND RIGHTS OF PREFERRED SHARES.  The shares of
preferred stock may be issued and reissued from time to time in one or more
series. The Board of Directors is hereby authorized to fix or alter the
dividend rights, dividend rate, conversion rights, voting rights, rights
and terms of redemption (including sinking fund provisions), the redemption
price or prices, the liquidation preference, and any other rights,
preferences, privileges, attributes or other matters which may be reserved
to the Board of Directors by law, of any wholly-unissued series of
preferred stock, and the number of shares constituting any such series and
the designation thereof; and to increase the number of shares of any series
at any time. In case the outstanding shares of any series shall be
reacquired or shall not be issued, such shares may be designated or
redesignated and altered, and issued or reissued, hereunder, by action of
the Board of Directors.
 
     Section 5.  CUMULATIVE VOTING FOR DIRECTORS.  No stockholder of the
Corporation shall be entitled to cumulative voting of his or her shares for
election of director.
 
     Section 6.  PREEMPTIVE RIGHTS.  No stockholder of the Corporation
shall have any preemptive rights.
 
 
                                ARTICLE III
                          DIRECTORS AND OFFICERS
 
     Section 1.  NUMBER OF DIRECTORS.  The members of the governing board
of the Corporation are styled as directors.  The number of directors may be
changed from time to time in such manner as shall be provided in the bylaws
of the Corporation.
 
     Section 2.  LIMITATION OF PERSONAL LIABILITY.  No director or officer
of the Corporation shall be personally liable to the Corporation or its
stockholders for damages for breach of fiduciary duty as a director or
officer; provided, however, that the foregoing provision does not eliminate
or limit the liability of a director or officer of the Corporation for:
 
     (a)  acts or omissions which involve intentional misconduct, fraud or
          a knowing violation of law; or
 
     (b)  the payment of distributions in violation of Nevada Revised
          Statutes 78.300.
 
     Section 3.  REPEAL AND CONFLICTS.  Any repeal or modification of
Section 2 above approved by the stockholders of the Corporation shall be
prospective only. In the event of any conflict between Section 2 of this
Article and any other Article of the Corporation's Articles of
Incorporation, the terms and provisions of this Article shall control.
 
 
                                ARTICLE IV
                                  BY-LAWS
 
     In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, repeal,
alter, amend or rescind the By-Laws of the Corporation.
 
 
                                 ARTICLE V
                                 ARTICLES
 
     The Corporation reserves the right to repeal, alter, amend or rescind
any provision contained in these Articles of Incorporation, in the manner
now or hereinafter prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this reservation.

 

[As Filed: 03-30-1999]