Commission file number 1-10714

            AutoZone's effective income tax rate was 38.0% of pretax income for the twelve weeks ended February 15, 2003, and for the twelve weeks ended February 9, 2002.

Twenty-four Weeks Ended February 15, 2003, Compared with

          AutoZone's effective income tax rate was 38.0% of pretax income for the twenty-four weeks ended February 15, 2003, compared with 38.1% for the twenty-four weeks ended February 9, 2002.

Liquidity and Capital Resources

            For the twenty-four weeks ended February 15, 2003, net cash of $51.2 million was provided by AutoZone's operating activities compared to $120.2 million of cash provided for the comparable prior year period.  The decrease in cash flow from operating activities is due primarily to working capital requirements and the settlement of certain interest rate swaps and treasury locks outstanding at August 31, 2002.  Our working capital requirements reflected seasonal working capital needs, as well as an intentional increase in inventory through the first fiscal quarter in order to improve in-stock inventory levels, add brand coverage and late model parts for AZ Commercial and to expand our good/better/best product ranges.  Our ratio of accounts payable to inventory has improved to 70.3% from 65.8% in the same period of the prior year.  This improvement reflects our continued efforts to leverage our inventory investment.  We have been successful at extending payment terms with our vendors, in many cases by helping our vendors to factor (discount) their AutoZone receivables at attractive rates due to our credit rating.  These working capital changes were partially offset by an increase in net income.

            Additionally, $53.5 million was used in investing activities by AutoZone compared with $9.9 million in the comparable period of fiscal year 2002. The increase in cash used in investing activities as compared to the same period of the prior year is due primarily to increased store development activities in the current year and proceeds from the sale of the TruckPro business in the prior year.  Capital expenditures for the twenty-four weeks ended February 15, 2003, were $61.8 million compared to $40.6 million for the comparable period of fiscal 2002. Year-to-date, we opened 61 net new domestic stores, including four stores that replaced existing stores, opened two new stores in Mexico and closed seven domestic stores.  In the comparable period of the prior fiscal year, we opened 53 net new domestic stores, including ten stores that replaced existing stores, and closed 35 stores.  We expect to open at least 150 new domestic stores during the fiscal year.

            Financing activities for the twenty-four weeks ended February 15, 2003, provided $2.4 million compared with a use of $110.3 million in the comparable period of the prior year.  The current period reflects net proceeds from debt of $145.0 million offset by $159.5 million in stock repurchases, compared with $26.5 million in debt proceeds and $169.2 million in stock repurchases in the same period of the prior year.  For the twenty-four weeks ended February 15, 2003, exercises of stock options provided $42.3 million, including $19.5 million in related tax benefits that are reflected in cash flows from operations.  In the same period of the prior year, exercises of stock options provided $48.0 million, including $18.0 million in related tax benefits.  Options to purchase 2.0 million shares were exercisable at February 15, 2003, at a weighted average exercise price of $28.

            Depending on the timing and magnitude of our future investments (either in the form of leased or purchased properties or acquisitions), we anticipate that we will rely primarily on internally generated funds to support a majority of our capital expenditures, working capital requirements and stock repurchases.  The balance will be funded through borrowings.  We anticipate that we will be able to obtain such financing in view of our credit rating and favorable experiences in the debt market in the past.

            At February 15, 2003, AutoZone had a senior unsecured debt credit rating from Standard & Poor's of BBB+ and a commercial paper rating of A-2. Moody's Investors Service had assigned us a senior unsecured debt credit rating of Baa2 and a commercial paper rating of P-2. Moody's had AutoZone listed as having a "stable" outlook and Standard & Poor's had AutoZone listed as having a "positive" outlook.  If these credit ratings drop, AutoZone's interest expense may increase; similarly, we anticipate that our interest expense may decrease if our investment ratings are raised.  If our commercial paper ratings drop below current levels, we may have difficulty continuing to utilize the commercial paper market and our interest expense will increase, as we will then be required to access more expensive bank lines of credit. If our senior unsecured debt ratings drop below investment grade, our access to financing may become more limited, and obligations under our equity forward agreements may be accelerated, requiring the agreements to be settled prior to their planned settlement date.

            We maintain $950 million of revolving credit facilities with a group of banks.  Of the $950 million, $300 million expires in May 2003.  The remaining $650 million expires in May 2005.  The 364-day facility expiring in May 2003 includes a renewal feature, as well as an option to extend the maturity date of the then-outstanding debt by one year.  The credit facilities exist largely to support commercial paper borrowings and other short-term unsecured bank loans.  Outstanding commercial paper at February 15, 2003, of $183.9 million and the 6% Notes due November 2003 are classified as long term as we have the ability and intention to refinance them on a long term basis.  The rate of interest payable under the credit facilities is a function of the London Interbank Offered Rate (LIBOR), the lending bank's base rate (as defined in the agreement) or a competitive bid rate at our option.  We have agreed to observe certain covenants under the terms of our credit agreements, including limitations on total indebtedness, restrictions on liens and minimum fixed charge coverage.  As of February 15, 2003, we were in compliance with all covenants.

            On October 1, 2002, we filed a shelf registration with the Securities and Exchange Commission that allows us to sell up to $500 million in debt securities.  On October 16, 2002, we issued $300 million of 5.875% Senior Notes under the registration statement.  The Senior Notes mature in October 2012, and interest is payable semi-annually on April 15 and October 15.  A portion of the proceeds from the Senior Notes was used to prepay a $115 million unsecured bank term loan due December 2003 and to repay a portion of our outstanding commercial paper borrowings.

            All of the repayment obligations under our bank lines of credit may be accelerated and come due prior to the scheduled payment date if AutoZone experiences a change in control (as defined in the agreements) of AutoZone or its Board of Directors or if covenants are breached related to total indebtedness and minimum fixed charge coverage.  We expect to remain in compliance with these covenants.

            As of February 15, 2003, our Board of Directors had authorized the repurchase of up to $2.8 billion of common stock in the open market.  From January 1998 to February 15, 2003, we have repurchased 62.0 million shares at an aggregate cost of $2.1 billion.  In addition to these purchases, at times, we use equity forward contracts to facilitate the repurchase of common stock.  At February 15, 2003, we held equity forward contracts relating to the purchase of approximately 4.3 million shares of common stock at an average cost of $69.46 per share.  During fiscal 2003, the Company has repurchased $306.9 million of common stock, including shares under forward purchase contracts.  Subsequent to the end of the quarter, we purchased 1.8 million shares in settlement of certain forward contracts outstanding at February 15, 2003, at an average cost of $67.77 per share, and as of March 15, 2003, had purchased 1.6 million shares in the open market at an average cost of $65.47 per share.

            There were no material changes to the financial commitment schedules disclosed in our annual report on Form 10-K for the fiscal year ended August 31, 2002, except for share repurchases and the issuance of debt as discussed previously.  Since fiscal year end, we issued additional stand-by letters of credit (which are primarily renewed on an annual basis) to cover premium and deductible payments to our workers' compensation carrier and cancelled some surety bonds.  Our total standby letters of credit commitment at February 15, 2003, was $52.1 million compared with $31.7 million at August 31, 2002, and our total surety bonds commitment at February 15, 2003 was $7.4 million compared with $23.7 million at August 31, 2002.

            We have subleased some of our leased real property to other entities, including the purchaser of our former TruckPro business.  If the purchaser of the TruckPro business becomes unable to meet its obligations under the subleases, we might incur liabilities in connection with the recovery and subsequent sublease or lease termination of the properties.

Off-Balance Sheet Arrangements

            At times, we utilize equity forward contracts to facilitate our repurchase of common stock and to lock in current market prices for later purchase.  Our obligations under the equity forward agreements are not reflected on our balance sheet.  AutoZone, at its option, may settle the forward purchase agreements in cash or in common stock.

            In conjunction with our commercial sales program, we offer credit to some of our commercial customers. The receivables related to the credit program are sold to a third party at a discount for cash with limited recourse.  AutoZone has established a reserve for this recourse.  At February 15, 2003, the receivables facility had an outstanding balance of $26.8 million and the balance of the recourse reserve was $1.7 million.

            AutoZone has a synthetic lease facility of $30.0 million.  The facility expires in fiscal 2006.  At February 15, 2003, $29.8 million in synthetic lease obligations were outstanding relating to a small number of our domestic stores. The synthetic leases qualify as operating leases for accounting purposes and are not reflected as an asset or a liability on our balance sheet.  The lease payments on the stores are reflected in the income statement in operating expenses and we depreciate the underlying assets for tax purposes.

Forward-Looking Statements

            Certain statements contained in this Quarterly Report on Form 10-Q are forward-looking statements.  These statements discuss, among other things, business strategies and future performance.  The forward-looking statements are subject to risks, uncertainties and assumptions including, without limitation, competition, product demand, the economy, inflation, gasoline prices, consumer debt levels, war and the prospect of war, including terrorist activity, and availability of commercial transportation.  Actual results may materially differ from anticipated results.  Please refer to the Risk Factors section in our annual report on Form 10-K for fiscal year ended August 31, 2002, for more details.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

            AutoZone is exposed to market risk from changes in foreign exchange and interest rates.  Additionally, we are exposed to market risk from changes in gasoline prices related to our transportation fleet of trucks.  We may periodically use various financial instruments to reduce such risks.  To date, foreign exchange exposure has not been material.  All hedging transactions are authorized by our Board of Directors.  Further, we do not buy or sell financial instruments for trading purposes.

Derivatives and Hedging

            Financial market risk relating to AutoZone's operations results primarily from changes in interest rates.  We comply with Statement of Financial Accounting Standards Nos. 133, 137 and 138 (collectively "SFAS 133") pertaining to the accounting for derivatives and hedging activities. SFAS 133 requires us to recognize all derivative instruments on the balance sheet at fair value. AutoZone reduces its exposure to increases in interest rates by entering into interest rate swap contracts and treasury lock agreements. All of our interest rate swaps and treasury locks are designated as cash flow hedges.

            AutoZone has utilized interest rate swaps to convert variable rate debt to fixed rate debt.  At February 15, 2003, we held interest rate swap contracts related to $25 million of variable rate debt.  These swaps expire in September 2003, and are used to hedge the variable rate debt associated with commercial paper borrowings.  Additionally, during the second fiscal quarter, we entered into a forward starting interest rate swap with notional amounts totaling $200 million associated with the anticipated issuance of an additional $200 million of debt available under our shelf registration. This swap expires in August 2003.

            Subsequent to the end of the quarter, we also entered into fuel swaps to hedge a portion of our diesel fuel exposure between April and August 2003.  As of March 11, 2003, we held fuel swap contracts related to $2.4 million of diesel fuel.

            At August 31, 2002, we held a total of $75 million of interest rate swaps related to commercial paper borrowings and also held $115 million of swaps that were used to hedge the variable rate debt associated with a $115 million term loan.  Additionally, at August 31, 2002, we held treasury lock agreements with notional amounts of $300 million that expired in October 2002 and were used to hedge the exposure to variability in future cash flows related to AutoZone's issuance of $300 million 5.875% Senior Notes.  The treasury lock agreements were settled upon the issuance of the Senior Notes.  The loss realized under the treasury lock agreements is being amortized as interest expense over the life of the underlying Senior Notes.  A portion of the proceeds generated from the issuance of the Senior Notes was used to prepay a $115 million term loan.  Accordingly, the related swap agreements were settled and the realized loss is being amortized as interest expense over the life of the swap agreement.

            In accordance with SFAS 133, AutoZone reflects the current fair value of all derivatives on our balance sheet. The related gains or losses on these transactions are deferred in stockholders' equity as a component of comprehensive income. These deferred gains and losses are recognized in income in the period in which the related items being hedged are recognized in expense. However, to the extent that the change in value of a derivative contract does not perfectly offset the change in the value of the items being hedged, that ineffective portion is immediately recognized in income.  For the twenty-four weeks ended February 15, 2003, and February 9, 2002, all of our derivative contracts were determined to be highly effective, and no ineffective portion was recognized in income.

            The fair value of AutoZone's debt was estimated at $1.39 billion as of February 15, 2003, and $1.22 billion as of August 31, 2002, based on the market values of the debt at those dates.  Such fair value is greater than the carrying value of debt at February 15, 2003, by $46.9 million, and at August 31, 2002, by $27.2 million.  We had $544.8 million of variable rate debt outstanding at February 15, 2003, and $699.8 million outstanding at August 31, 2002.  At these borrowing levels, a one percentage point increase in interest rates would have an unfavorable annual impact on AutoZone's pretax earnings and cash flows of $5.2 million in fiscal 2003 and $5.1 million in fiscal 2002, which includes the effects of interest rate swaps.  The primary interest rate exposure on variable rate debt is based on LIBOR.

Item 4.  Controls and Procedures

            As of February 15, 2003, an evaluation was performed under the supervision and with the participation of AutoZone's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on that evaluation, AutoZone's management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of February 15, 2003.  No significant changes in AutoZone's internal controls or in other factors have occurred that could significantly affect controls subsequent to February 15, 2003.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

            AutoZone, Inc., was a defendant in a lawsuit entitled "Coalition for a Level Playing Field, L.L.C., et al., v. AutoZone, Inc., et al." filed in the U.S. District Court for the Eastern District of New York in February 2000. The case was originally filed by over 100 plaintiffs, which are principally automotive aftermarket warehouse distributors and jobbers. The plaintiffs claimed that the defendants have knowingly received volume discounts, rebates, slotting and other allowances, fees, free inventory, sham advertising and promotional payments, a share in the manufacturers' profits, and excessive payments for services purportedly performed for the manufacturers in violation of the Robinson-Patman Act.  Plaintiffs' third amended and corrected complaint seeks unspecified damages suffered by 22 plaintiffs (prior to statutory trebling) ranging from several million dollars to $35 million and a permanent injunction prohibiting defendants from committing further violations of the Robinson-Patman Act and from opening any further stores to compete with plaintiffs as long as defendants continue to violate the Act. This lawsuit was tried before a jury beginning on January 21, 2003.  On January 28, 2003, a seven person jury unanimously returned a verdict in favor of AutoZone. Subsequent to the quarter end, on February 26, 2003, the plaintiffs filed a notice to appeal. We believe that the verdict of the jury will be upheld.

            We are currently, and from time to time, involved in various other legal proceedings incidental to the conduct of our business.  Although the amount of liability that may result from these proceedings cannot be ascertained, AutoZone does not currently believe that, in the aggregate, that these matters will result in liabilities material to our financial condition or results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of Stockholders was held on December 12, 2002.

(b) Not applicable.

(c) 1. All nominees for director were elected pursuant to the following vote:
 

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 

                                                                                By:  /s/ MICHAEL ARCHBOLD

                                                                                By:  /s/ CHARLIE PLEAS III

I, Steve Odland, certify that:
 

The following exhibits are filed as part of this report: