FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ESL INVESTMENTS INC   2. Issuer Name and Ticker or Trading Symbol AUTOZONE INC [AZO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 GREENWICH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 10/12/2004 (Street) GREENWICH, CT 06830 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/12/2004   P   243,611 A $ 76.9811 11,160,236 D (1) (4) (5)   Common Stock 10/12/2004   P   56,389 A $ 76.9811 3,739,426 D (2) (4) (5)   Common Stock 10/14/2004   P   360,707 A $ 76.5311 11,520,943 D (1) (4) (5)   Common Stock 10/14/2004   P   119,093 A $ 76.5311 3,858,519 D (2) (4) (5)   Common Stock               5,970,423 I See footnotes (3) (4) (5)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH, CT 06830		X
ESL PARTNERS LP 200 GREENWICH AVENUE GREENWICH, CT 06830		X
ESL INVESTORS LLC 200 GREENWICH AVE GREENWICH, CT 06830		X
RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH, CT 06830		X
LAMPERT EDWARD S		X

Signatures

/s/ William C. Crowley, for ESL Investments, Inc.		10/14/2004
**Signature of Reporting Person		Date
/s/ William C. Crowley, for ESL Partners, L.P.		10/14/2004
**Signature of Reporting Person		Date
/s/ William C. Crowley, for ESL Investors, L.L.C.		10/14/2004
**Signature of Reporting Person		Date
/s/ William C. Crowley, for RBS Partners, L.P.		10/14/2004
**Signature of Reporting Person		Date
/s/ Edward S. Lampert		10/14/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities are owned by ESL Partners, L.P. ("Partners").
(2)	These securities are owned by ESL Investors, L.L.C. ("Investors").
(3)	Includes (i) 71,771 shares held by ESL Institutional Partners, L.P. ("Institutional"), (ii) 5,875,557 shares held by Acres Partners, L.P. ("Acres"), (iii) 19,310 shares held by ESL Investment Management, LLC ("ESLIM") and (iv) 3,785 shares held by Edward S. Lampert.
(4)	This Form 4 is filed on behalf of Partners, Investors, ESL Investments, Inc. ("Investments"), RBS Partners, L.P. ("RBS") and Edward S. Lampert. RBS is the general partner of Partners and the manager of Investors. Investments is the general partner of RBS and Acres. RBS Investment Management, LLC ("RBSIM") is the general partner of Institutional. Mr. Lampert is a controlling stockholder of Investments and the managing member of ESLIM and RBSIM.
(5)	Each of Partners, Institutional, Investors, Acres, ESLIM, Investments, RBS, RBSIM and Mr. Lampert may be deemed to be the beneficial owner of the securities reported herein. The total amount of securities reported as beneficially owned by Partners, Institutional, Investors, Acres and ESLIM is greater than Investments' or Mr. Lampert's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Partners and Investors is greater than RBS' indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Institutional is greater than RBSIM's indirect pecuniary interest in such securities.

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