Autozone Inc – ‘10-K’ for 8/30/03 – EX-31.1

On:  Wednesday, 10/29/03, at 8:05pm ET   ·   As of:  10/30/03   ·   For:  8/30/03   ·   Accession #:  950144-3-11980   ·   File #:  1-10714

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Autozone, Inc.                                      HTML    736K 
 4: EX-10.12    EX-10.12 Amendment No.1, Consent and Waiver            7     28K 
 2: EX-10.3     EX-10.3 Third Amended & Restated Stock Option Plan    18     66K 
 3: EX-10.6     EX-10.6 Amended 2000 Executive Compensation Plan       3     15K 
 5: EX-12.1     EX-12.1 Statement Re Computation of Ratio Earnings     1      8K 
 6: EX-14.1     EX-14.1 Code of Ethics                                 2     10K 
 7: EX-21.1     EX-21.1 Subsidiaries of the Registrant                 1      7K 
 8: EX-23.1     EX-23.1 Consent of Ernst & Young LLP                   1      9K 
 9: EX-31.1     EX-31.1 Section 302 Certification of the CEO           2±    11K 
10: EX-31.2     EX-31.2 Section 302 Certification of the CFO           2±    11K 
11: EX-32.1     EX-32.1 Section 906 Certification of the CEO           1      8K 
12: EX-32.2     EX-32.2 Section 906 Certification of the CFO           1      8K 

EX-31.1   —   EX-31.1 Section 302 Certification of the CEO

EX-31.1
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                                                                    EXHIBIT 31.1

 CERTIFICATION PURSUANT TO

RULES 13A-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF
 1934,

 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002

I, Steve Odland, President and Chief Executive Officer of AutoZone, Inc.        
("registrant"), certify that:                                                   

    I have reviewed this annual report on Form 10-K of AutoZone, Inc.;

Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
      such statements were made, not misleading with respect to the period
covered by this report;                                       

      Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
        respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

        The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:                                          

                  a)  Designed such disclosure controls and procedures or caused
                  such disclosure controls and procedures to be designed
                      under our supervision, to ensure that material information
                  relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those
                  entities, particularly during the period in which this
report is being prepared;           

                  b)  Evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this report our
                 conclusions about the effectiveness of the disclosure
                controls and procedures, as of the end of the period
                covered by this report based on such evaluation; and

               c)  Disclosed in this report any change in the registrant's
                   internal control over financial reporting that occurred
                   during the registrant's most recent fiscal quarter (the
                registrant's fourth fiscal quarter in the case of an
              annual report) that has materially affected, or is
                    reasonably likely to materially affect, the registrant's
           internal control over financial reporting; and;

    The registrant's other certifying officer(s) and I have disclosed,
        based on our most recent evaluation of internal control over financial
    reporting, to the registrant's auditors and the audit committee of
       registrant's board of directors (or persons performing the equivalent
functions):                                                   

               a)  All significant deficiencies and material weaknesses in
                      the design or operation of internal control over financial
                     reporting which are reasonably likely to adversely affect
                      the registrant's ability to record, process, summarize and
report financial information; and   

         b)  Any fraud, whether or not material, that involves
                     management or other employees who have a significant role
               in the registrant's internal control over financial
reporting.                          

October 29, 2003                                                                

                                            /s/ STEVE ODLAND
                                                      --------------------------
                                        Steve Odland
                                                   Chairman, President and
                                                   Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed as of:		10/30/03		DEF 14A
Filed on:		10/29/03
For Period End:		8/30/03
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