AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2004

                                                   Registration No. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                          _____________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            O'REILLY AUTOMOTIVE, INC.
                  ____________________________________________
             (Exact Name of Registrant as Specified in its Charter)

        Missouri                                    44-0618012

    __________________                         ___________________________
(State of Other Jurisdiction of                          (I.R.S.
 Incorporation or Organization)                Employer Identification No.)







   233 South Patterson
  Springfield, Missouri                                 65802
__________________________                   ___________________________
 (Address of Principal                               (Zip Code)
   Executive Offices)

            O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan
            O'Reilly Automotive, Inc. 2003 Director Stock Option Plan
            O'Reilly Automotive, Inc. 1993 Employee Stock Option Plan
                  O'Reilly Automotive, Inc. Stock Purchase Plan
           ___________________________________________________________
                            (Full Title of the Plan)

                                David E. O'Reilly
                      President and Chief Executive Officer
                            O'Reilly Automotive, Inc.
                               233 South Patterson
                           Springfield, Missouri 65802
          ____________________________________________________________
                     (Name and Address of Agent for Service)

                                  (417)862-6708
          ____________________________________________________________
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                        Copies of All Correspondence to:
                             Robert H. Wexler, Esq.
                         Gallop, Johnson & Neuman, L.C.
                             Interco Corporate Tower
                        101 South Hanley Road, Suite 1600
                            St.Louis, Missouri 63105

-------------------------------------------------------------------------------

<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


                                              Amount to be   Proposed maximum offering       Proposed maximum         Amount of
  Title of securities to be registered     registered (1)(5)     price per share (2)      aggregate offering price  registration fee
-----------------------------------------  ----------------  --------------------------  ------------------------  ----------------
<S>                                           <C>                    <C>                         <C>                  <C>
Common Stock $.01 par value per share         6,500,000              $36.95                      $240,175,000         $19,430.16
(and associated Preferred Stock Purchase
Rights) (3) (4)
-----------------------------------------  --------------  --------------------------  ------------------------  ----------------


<FN>
(1)  Represents maximum number of additional shares available for issuance under
     the stock plans covered hereby.

(2)  Estimated solely for the purpose of calculating the registration  fee. Such
     estimate  has been  calculated  in  accordance  with Rule 457(h)  under the
     Securities  Act of 1933 and is based  upon the  average of the high and low
     prices  per  share of the  Registrant's  Common  Stock as  reported  by the
     National  Association of Securities  Dealers Automated  Quotation  National
     Market System on January 9, 2004.

(3)  Each share of common stock also represents one common stock purchase right.
     Common stock purchase  rights cannot trade  separately  from the underlying
     common stock and,  therefore,  do not carry a separate price or necessitate
     an additional fee.

(4)  Of the 6,500,000 shares of common stock registered,  4,000,000 shares, with
     a  proposed  maximum  aggregate  offering  price of  $147,800,000  shall be
     offered  pursuant to the 2003 Employee Stock Option Plan,  200,000  shares,
     with a proposed maximum  aggregate  offering price of $7,390,000,  shall be
     offered  pursuant to the 2003 Director Stock Option Plan,  300,000,  with a
     proposed maximum  aggregate  offering price of $11,085,000 shall be offered
     pursuant to the Stock Purchase Plan and 2,000,000  with a proposed  maximum
     aggregate  offering price of $73,900,000  are issuable upon the vesting and
     exercise of options granted under the 1993 Employee Stock Option Plan.

(5)  Pursuant  to Rule 416(a) of the  Securities  Act of 1933,  as amended  (the
     "Act"),  this  registration  statement shall be deemed to cover  additional
     shares that may be issued to adjust the number of shares issued pursuant to
     stock option plans as a result of any future stock split, stock dividend or
     other  similar  adjustment  of the  outstanding  shares of common  stock of
     O'Reilly  Automotive,  Inc.
</FN>
</TABLE>
                                       2

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents  filed by the  Registrant  with the Securities and
Exchange Commission are incorporated herein by reference:

(a)  The  Registrant's  Annual Report on Form 10-K,  for the year ended December
     31, 2002;

(b)  The Registrant's  Quarterly  Reports on Form 10-Q for the quarterly periods
     ended  March 31,  2003,  June 30,  2003 and  September  30,  2003,  and the
     Registrant's  Current  Reports  on Form 8-K  filed  on  October  31,  2003,
     November 12, 2003 and November 19, 2003;

(c)  The description of the Registrant's  common stock which is contained in the
     Registrant's  Registration  Statement  on Form  S-1  (File  No.  33-58948),
     including  any  amendment or report filed for the purpose of updating  such
     description; and

(d)  The description of the  Registrant's  Preferred Stock Purchase Rights which
     is contained in the Registrant's  Registration  Statement on Form 8-A (File
     No. 000-21318) filed on June 3, 2002.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment that indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in the  registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded  for purposes of this
registration  statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  in any other  subsequently  filed  document  which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Sections 351.355(1) and (2) of The General and Business  Corporation Law of
Missouri (the "Act")  provides  that a corporation  may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the corporation, by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe his conduct was unlawful, except
that no person shall be indemnified as to any claim, issue or matter as to which
such person shall have been  adjudged to be liable for  negligence or misconduct
in the performance of his duty to the corporation  unless and only to the extent
that  the  court  in which  the  action  or suit  was  brought  determines  upon
application  that,  despite the  adjudication  of  liability  and in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses that the court deems proper.


                                       3
<PAGE>

     Section  351.355(3) of the Act provides that, except as otherwise  provided
in the  corporation's  articles of incorporation or bylaws, to the extent that a
director,  officer,  employee or agent of the corporation has been successful in
the defense of any such action, suit or proceeding referred to in subsection (1)
or (2) of any claim,  issue or matter therein,  he shall be indemnified  against
expenses,  including attorney's fees, actually and reasonably incurred by him in
connection with such action,  suit or proceeding.  Section 351.355(7) of the Act
provides that a corporation may provide additional indemnification to any person
indemnifiable   under   subsection   (1)  or  (2),   provided  such   additional
indemnification is authorized by the corporation's  articles of incorporation or
an  amendment  thereto  or by a  shareholder-approved  bylaw or  agreement,  and
provided  further that no person shall thereby be  indemnified  against  conduct
that was  finally  adjudged  to have  been  knowingly  fraudulent,  deliberately
dishonest or willful misconduct.

     Article IX of the  Registrant's  Restated  Articles  of  Incorporation,  as
amended (the "Articles of  Incorporation")  permits the Registrant to enter into
agreements with its directors,  officers,  employees and agents,  providing such
indemnification  as deemed  appropriate,  up to the maximum extent  permitted by
law.  Article IX of the Restated  Articles of  Incorporation  of the  Registrant
provides  that the  Registrant  shall  extend  to its  directors  and  executive
officers the indemnification specified in subsections (1) and (2) of the Act and
the additional  indemnification authorized in subsection (7) of the Act and that
it may extend to other officers,  employees and agents such  indemnification and
additional indemnification.

     In  addition,  Article XI of the Articles of  Incorporation  states that no
director of the Registrant  shall be personally  liable to the Registrant or its
shareholders  for monetary damages for breach of fiduciary duty by such director
as a director, but it does not eliminate or limit the liability of a director to
the extent  provided by applicable law (i) for any breach of the director's duty
of loyalty to the Registrant or its shareholders, (ii) for acts or omissions not
in subjective  good faith or which involve  intentional  misconduct or a knowing
violation  of law,  (iii)  under  Section  351.345  of the Act,  or (iv) for any
transaction from which the director  derived an improper  personal  benefit.  No
amendment  or  repeal  of  Article  XI will  apply to or have any  effect on the
liability or alleged  liability of any  director of the  Registrant  for or with
respect to any acts or omissions  of such  director  prior to such  amendment or
repeal.

Item 7.  Exemption from Registration Claimed

         Not applicable.


Item 8.  Exhibits

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX
Exhibit
Number    Description
-------   -----------
<S>      <C>
4.1  Restated  Articles of  Incorporation of the Registrant,  as amended,  filed
     herewith.

4.2  Amended and Restated Bylaws of the Registrant, as amended, filed as Exhibit
     3.2 to the  Registrant's  current  report on Form 8-K filed on November 12,
     2003, are incorporated herein by reference.

4.3  Rights  Agreement,  dated as of May 7, 2002,  between O'Reilly  Automotive,
     Inc. and UMB Bank, N.A., as Rights Agent, including the form of Certificate
     of  Designation,  Preferences  and  Rights as Exhibit A, the form of Rights
     Certificates  as Exhibit B and the Summary of Rights as Exhibit C, filed as
     Exhibit  4.2 to the  Registrant's  Current  Report on Form 8-K dated May 8,
     2002, is incorporated herein by this reference.

5.1  Opinion of Gallop, Johnson & Neuman, L.C., filed herewith.

23.1 Consent of Ernst & Young LLP, filed herewith.

23.2 Consent of Gallop,  Johnson & Neuman,  L.C., included in Exhibit 5.1, filed
     herewith.

24   Power  of  Attorney   (included  on  signature  page  of  the  registration
     statement).

</TABLE>
                                       4
<PAGE>

99.1 O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan.

99.2 O'Reilly Automotive, Inc. 2003 Director Stock Option Plan.

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration  statement is on Form S-3 or Form S-8, and the information
     required to be included in a  post-effective  amendment by those paragraphs
     is contained in periodic  reports filed with or furnished to the Commission
     by the registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the registration
     statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                       5
<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the city of Springfield,  state of Missouri,  on January 16,
2004.

                                                     O'REILLY AUTOMOTIVE, INC.

                                                  By:/s/ David E. O'Reilly
                                                  ------------------------------
                                                  David E. O'Reilly
                                                  Co-Chairman of the Board and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned  officers and directors of O'Reilly  Automotive,  Inc.,
hereby severally and individually  constitute and appoint David E. O'Reilly, the
true and lawful  attorney and agent of each of us to execute in the name,  place
and stead of each of us (individually  and in any capacity stated below) any and
all amendments to this  Registration  Statement on Form S-8 and all  instruments
necessary  or advisable in  connection  therewith  and to file the same with the
Securities and Exchange Commission, said attorney and agent to have the power to
act and to have full power and  authority  to do and  perform in the name and on
behalf of each of the undersigned every act whatsoever necessary or advisable to
be done in the  premises as fully and to all intents and  purposes as any of the
undersigned  might or could do in person,  and we hereby  ratify and confirm our
signatures  as they may be signed by our said  attorney and agent to any and all
such amendments and instruments.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
     Name                                                Title                                    Date
----------------------------       -------------------------------------------------        -----------------

<S>                                <C>                                                      <C>
/s/ David E. O'Reilly              Co-Chairman of the Board, Chief Executive                January 16, 2004
----------------------------       Officer and Director (principal executive officer)

David E. O'Reilly

/s/ Lawrence P. O'Reilly           Co-Chairman of the Board and Director                    January 16, 2004
----------------------------
Lawrence P. O'Reilly


/s/ Charles H. O'Reilly, Jr.       Vice-Chairman of the Board and Director                  January 16, 2004
----------------------------
Charles H. O'Reilly, Jr.


/s/ Rosalie O'Reilly Wooten        Director                                                 January 16, 2004
----------------------------
Rosalie O'Reilly Wooten


/s/ James R. Batten                Executive Vice-President of Finance, Chief               January 16, 2004
----------------------------       Financial Officer and Treasurer (principal
James R. Batten                    financial officer)


/s/ Joe C. Greene                  Director                                                 January 16, 2004
----------------------------
Joe C. Green


/s/ Jay D. Burchfield              Director                                                 January 16, 2004
----------------------------
Jay D. Burchfield

/s/ Paul R. Lederer                Director                                                 January 16, 2004
----------------------------
Paul R. Lederer

</TABLE>
                                       6
<PAGE>

<TABLE>
<S>                                <C>                                                      <C>
/s/ John Murphy                    Director                                                 January 16, 2004
----------------------------
John Murphy


/s/ Ronald Rashkow                 Director                                                 January 16, 2004
----------------------------
Ronald Rashkow

                                       7

</TABLE>

<PAGE>


                                    FORM S-8

                            O'REILLY AUTOMOTIVE, INC.

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
Number       Description                                                                 Page
-------    ----------------                                                              ----
<S>  <C>                                                                                  <C>
4.1  Restated  Articles of  Incorporation of the Registrant,  as amended,  filed
     herewith............................................................................   9

4.2  Amended and Restated Bylaws of the Registrant,  filed as Exhibit 3.2 to the
     Registrant's  current  report on Form 8-K filed on November 12,  2003,  are
     incorporated herein by reference....................................................  NA

4.3  Rights  Agreement,  dated as of May 7, 2002,  between O'Reilly  Automotive,
     Inc. and UMB Bank, N.A., as Rights Agent, including the form of Certificate
     of  Designation,  Preferences  and  Rights as Exhibit A, the form of Rights
     Certificates  as Exhibit B and the Summary of Rights as Exhibit C, filed as
     Exhibit  4.2 to the  Registrant's  Current  Report on Form 8-K dated May 8,
     2002, is incorporated herein by this reference......................................  NA

5.1  Opinion of Gallop, Johnson & Neuman, L.C., filed  herewith..........................  25

23.1 Consent of Ernst & Young LLP, filed herewith........................................  26

23.2 Consent of Gallop,  Johnson & Neuman,  L.C., included in Exhibit 5.1, filed
     herewith............................................................................. 25

24   Power  of  Attorney   (included  on  signature  page  of  the  registration
     statement)..........................................................................   6

99.1 O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan...........................  27

99.2 O'Reilly Automotive, Inc. 2003 Director Stock Option Plan...........................  34

</TABLE>
                                       8
<PAGE>

                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                EXHIBIT 4.1 - Restated Articles of Incorporation

                                    RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                            O'REILLY AUTOMOTIVE, INC.

     Pursuant to the provisions of the General and Business  Corporation  Law of
Missouri,  we, the undersigned  officers of O'Reilly  Automotive,  Inc.,  hereby
execute the following Restated Articles of Incorporation of said corporation and
state that the  Restated  Articles  of  Incorporation  set forth below have been
adopted by action  duly taken  pursuant to Section  351.106,  R.S.Mo.  1986,  as
amended (by the vote in favor  thereof by a majority of the  outstanding  shares
entitled to vote).  The original  Articles of  Incorporation  of the corporation
were filed in the office of the Missouri  Secretary of State on August 15, 1957.
The name under which the  corporation  was originally  organized was Springfield
Supply and Motor Parts,  Inc. The incorporators of the corporation and the place
of residence of each at the time of incorporation were George N. Lockridge, 6617
Wenonga Terrace, Kansas City, Missouri; Russell W. Baker, 417 West 59th Terrace,
Kansas City, Missouri; and Daniel McDonald, 5441 Chadwick,  Kansas City, Kansas.
These Restated Articles of Incorporation  correctly set forth without change the
corresponding  provisions of the Articles of Incorporation of the corporation as
heretofore amended, and supersede the original Articles of Incorporation and all
amendments thereto.

                                    ARTICLE I

     The name of this corporation is "O'Reilly Automotive, Inc."

                                   ARTICLE II

     The address of the corporation's registered office in the State of Missouri
is 233 South Patterson,  Box 1156, Springfield,  Missouri, 65805 and the name of
its registered agent is C. H. O'Reilly.

                                   ARTICLE III

(a)  The aggregate number,  class, and par value of shares which the corporation
     shall have the authority to issue shall be thirty-five million (35,000,000)
     shares,  which shall include thirty million  (30,000,000)  shares of common
     stock  having a par value of one cent  ($.01)  per  share and five  million
     (5,000,000) shares of preferred stock having a par value of one cent ($.01)
     per share.

(b)  Upon the  effectiveness of this Amendment to the Articles of Incorporation,
     and  without  any  further  action  on the part of the  corporation  or its
     shareholders,  each share of common stock, par value $0.50 per share,  then
     issued and  outstanding  shall be changed and  reclassified  into 120.15353
     fully paid and  non-assessable  shares of common stock, par value $0.01 per
     share,  and holders of shares of common stock,  par value $0.50,  shall for
     all purposes be deemed holders of the number of shares of common stock, par
     value $0.01 per share,  into which such shares  shall have been changed and
     reclassified;  provided,  that no fractional  shares of common  stock,  par
     value 0.01 per  share,  shall be issued  pursuant  to such  change,  and an
     amount  of cash  equal to the  value  of any  fractional  interest  created
     thereby,  based upon a  valuation  of $15.00 per share,  shall be paid to a
     shareholder  in lieu  thereof.  To reflect the change and  reclassification
     provided above, each certificate  representing  shares of common stock, par
     value $0.50 per share, theretofore issued and outstanding shall, as soon as
     practicable  after the effective date of this Amendment,  be surrendered to
     the corporation,  which as soon as practicable thereafter shall issue a new
     certificate  representing  the number of whole shares of common stock,  par
     value  $0.01 per  share,  equal to  120.15353  times  the  number of shares
     theretofore held.

(c)  The voting power of the  corporation  shall be vested in the holders of the
     common  stock,  who shall be entitled to one vote per share of common stock
     on all  matters  to be voted on by the  shareholders,  except to the extent
     voting rights are determined for holders of preferred stock by the Board of
     Directors in accordance with part (e) of this Article III.

                                       9
<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

(d)  The Board of Directors  may cause shares of preferred  stock to issued from
     time to time,  in one or more series and for such  consideration  (not less
     than  the par  value  of such  shares  to be so  issued)  as the  Board  of
     Directors may determine from time to time.

(e)  The Board of Directors  shall determine the relative  rights,  preferences,
     and limitations of each series of preferred stock  established  pursuant to
     part (d) of this Article III, including, but not limited to, the following:

     (i)  the number of shares  constituting  that  series  and its  distinctive
          designation;

     (ii) the dividend rate whether  dividends shall be cumulative,  and, if so,
          from which date or dates and the relative rights of priority,  if any,
          of the payment of dividends on shares of that series;

     (iii)whether  that  series  shall have  voting  rights in  addition  to the
          voting  rights  provided by law,  and, if so, the terms of such voting
          rights;

     (iv) whether that series shall have conversion privileges,  and, if so, the
          terms and  conditions  of such  conversion  privileges,  including the
          designation of the securities into which such series may be converted,
          the  conversion  rate, and provisions for adjustment of the conversion
          rate upon the  occurrence  of such  events  as the Board of  Directors
          shall determine;

     (v)  whether or not the shares of the series shall be  redeemable,  and, if
          so, the terms and conditions of such redemption, including the date or
          dates upon or after which they shall be redeemable, and the amount per
          share  payable  in case of  redemption,  which  amount  may vary under
          different conditions and at different redemption dates;

     (vi) whether  the  corporation  shall  establish  a  sinking  fund  for the
          redemption or purchase of shares of that series, and, if so, the terms
          and amount of such sinking fund; and

     (vii)the rights of the shares of that series in the event of the  voluntary
          or  involuntary   liquidation,   dissolution  or  winding  up  of  the
          corporation,  and the relative rights of priority,  if any, of payment
          of shares of that series.

(f)  No  holder  of any  share of stock or other  security  of the  corporation,
     either now or hereafter  authorized or issued,  shall have any preferential
     or  preemptive  right to  acquire  additional  shares of stock or any other
     security  of the  corporation  other  than  such,  if any,  as the Board of
     Directors may in its discretion from time to time determine pursuant to the
     authority conferred by these Articles of Incorporation of the corporation.

(g)  There shall be no right to cumulative voting in the election of directors.

(h)  Except as otherwise required by The General and Business Corporation Law of
     Missouri,  whenever the holders of shares of stock of the corporation shall
     be entitled to vote as a class with respect to any matter,  the affirmative
     vote of a  majority  of the  outstanding  shares  of such  class  shall  be
     required to constitute the act of such class.

                                   ARTICLE IV

     The number of  directors  of the  corporation  shall be that number that is
fixed by, or in the manner provided in, the Bylaws of the corporation; provided,
however,  that the number of directors of the corporation shall not be less than
three.  Any changes in the number of directors shall be reported to the Missouri
Secretary of State within thirty (30)  calendar  days of such change.  Directors
need not be  shareholders  of the  corporation.  The Board of Directors shall be
divided into three classes,  as nearly equal in number as possible,  which shall
be  designated  Class I, Class II and Class III.  The term of office the initial
Class I directors  shall expire at the annual  meeting of  shareholders  held in
1994;  the term of office of the initial Class II directors  shall expire at the
annual  meeting  of  shareholders  held in 1995;  and the term of  office of the
initial Class III directors  shall expire at the annual meeting of  shareholders
held in 1996.  At each  annual  meeting of  shareholders  held after  1993,  the
directors  elected to succeed those whose terms then expire shall be elected for
a term of three  (3)  years  expiring  at the third  succeeding  annual  meeting
thereafter.

                                       10
<PAGE>

                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

If the number of directors is changed, any increase or decrease in the number of
directors shall be apportioned among the classes so that the number of directors
in each class remains as nearly equal as possible.  As used in these Articles of
Incorporation,  the  term  "entire  Board  of  Directors"  means  the  directors
comprising  all three  classes  into  which the Board of  Directors  has been so
divided.  Subject to the rights,  if any, of the holders of any class of capital
stock of the corporation other than common stock then outstanding, any vacancies
in the Board of Directors  that occur for any reason prior to the  expiration of
the term of office of the class in which the vacancy occurs, including vacancies
that occur by reason of an increase in the number of directors,  shall be filled
only by the Board of Directors  of the  corporation,  acting by the  affirmative
vote of a majority of the remaining  directors then in office (even if less than
a quorum).

                                    ARTICLE V

The  corporation  shall continue in perpetual  existence or until  dissolved and
liquidated according to law.

                                   ARTICLE VI

The  corporation  is  formed  for the  following  purposes  and  shall  have the
following powers:

(a)  to distribute  and sell  automotive  aftermarket  parts,  products,  tools,
     supplies, equipment, and accessories (collectively,  "Automotive Products")
     to  all  segments  of  the  marketplace,   including,  without  limitation,
     mechanics,  automobile repair shops, automobile dealers, fleet owners, mass
     and general  merchandisers,  retail and all other  consumers of  Automotive
     Products,  and in  furtherance  thereof,  to operate  retail stores selling
     Automotive  Products  to the  public,  and to do all  things  necessary  or
     desirable in furtherance of the foregoing activities; and

(b)  to do all other things permitted of corporations pursuant to the provisions
     of The General and Business  Corporation  Law of Missouri,  as amended from
     time to time.

                                   ARTICLE VII

     A special meeting of the  shareholders may be called only by: (i) the Board
of  Directors  pursuant to a  resolution  adopted by the  affirmative  vote of a
majority of the entire Board of Directors;  (ii) the Chief Executive  Officer of
the corporation;  or (iii) the Chief Operating  Officer of the  corporation.  At
such special meeting of shareholders, only such business shall be conducted, and
only  such  proposals  shall be acted  upon,  as were  specified  in the  notice
thereof.

                                  ARTICLE VIII

     The  provisions of Section  351.407 or any other section of The General and
Business  Corporation  Law of  Missouri  limiting  the voting  rights of control
shares of public  corporations  that are acquired in a control share acquisition
shall not apply to control share acquisitions of shares of the corporation.

                                   ARTICLE IX

(a)  The  corporation  may indemnify  any person  (other than a party  plaintiff
     suing on his own behalf or in the right of the corporation) who was or is a
     party or is  threatened  to be made a party to any  threatened,  pending or
     completed   action,   suit,  or  proceeding,   whether   civil,   criminal,
     administrative or investigative, other than an action by or in the right of
     the  corporation,  by  reason  of the fact  that  such  person  is or was a
     director,  officer,  employee  or  agent of the  corporation,  or is or was
     serving at the request of the corporation as a director,  officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise,  against expenses,  including attorneys' fees, judgments, fines
     and amounts paid in  settlement  actually and  reasonably  incurred by such
     person in connection  with such action,  suit, or proceeding if such person
     acted in good faith and in a manner he or she reasonably  believed to be in
     or not opposed to the best interests of the  corporation,  and with respect
     to any criminal  action or proceeding,  had no reasonable  cause to believe
     his or her conduct was unlawful.  The  termination of any action,  suit, or
     proceeding by judgment,  order, settlement,  conviction,  or upon a plea of
     nolo  contendere  or  its  equivalent,  shall  not,  of  itself,  create  a
     presumption that the person did not act in good faith and in a manner which
     he or she reasonably believed to be in or not opposed to the best interests
     of the corporation, and, with respect to any criminal action or proceeding,
     had reasonable cause to believe that his or her conduct was unlawful.

                                       11
<PAGE>

                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

Indemnification  under  this  part (a) of  Article  IX shall be  mandatory  with
respect to any action taken by a person in such person's  capacity as a director
of this corporation that would otherwise be indemnifiable under this part (a) at
the discretion of this corporation.

(b)  The  corporation  may indemnify  any person  (other than a party  plaintiff
     suing on such person's own behalf or in right of the  corporation)  who was
     or is a  party  or is  threatened  to be made a  party  to any  threatened,
     pending or completed  action or suit by or in the right of the  corporation
     to procure a judgment  in its favor by reason of the fact that such  person
     is or was a director,  officer, employee or agent of the corporation, or is
     or was serving at the request of the  corporation  as a director,  officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other  enterprise  against  expenses,  including  attorneys'  fees,  and
     amounts paid in settlement  actually and reasonably  incurred by him or her
     in connection  with the defense or settlement of the action or suit if such
     person acted in good faith and in a manner he or she reasonably believed to
     be in or not opposed to the best interests of the corporation;  except that
     no  indemnification  shall be made in respect of any claim, issue or matter
     as to  which  such  person  shall  have  been  adjudged  to be  liable  for
     negligence  or  misconduct  in the  performance  of his or her  duty to the
     corporation  unless  and only to the  extent  that the  court in which  the
     action or suit was brought  determines upon application  that,  despite the
     adjudication of liability and in view of all the circumstances of the case,
     the person is fairly and reasonably entitled to indemnity for such expenses
     which the court shall deem proper. The indemnification permitted under this
     part (b) of Article IX shall be mandatory  with respect to any action taken
     by a person in such  person's  capacity as a director  of this  corporation
     that would otherwise be indemnifiable under this part (b) at the discretion
     of the corporation.

(c)  To the extent that an officer,  employee,  or agent of the  corporation has
     been successful on the merits or otherwise in defense of any action,  suit,
     or  proceeding  referred to in parts (a) and (b) of this  Article IX, or in
     defense  of any  claim,  issue or  matter  therein,  such  person  shall be
     indemnified  against  expenses  (including  attorneys'  fees)  actually and
     reasonably  incurred by him or her in connection with the action,  suit, or
     proceeding.

(d)  Subject to any applicable  court order, any  indemnification  of a director
     required under part (a) or part (b) of this Article IX shall be made by the
     corporation  unless a  determination  is made  reasonably and promptly that
     indemnification  of said  director  is not proper  under the  circumstances
     because he has not met the  applicable  standard of conduct set forth in or
     established  pursuant to this Article IX. Subject to any  applicable  court
     order,  any  indemnification  of an  officer,  employee,  or  agent  of the
     corporation  authorized under part (a) or part (b) of this Article IX shall
     be made by the  corporation  only as  authorized  in a specific case upon a
     determination that  indemnification is proper in the circumstances  because
     such  person has met the  applicable  standard  of conduct  set forth in or
     established  pursuant  to this  Article  IX.  Any such  determination  with
     respect to indemnification of a director, officer, employee, or agent shall
     be made  (i) by the  Board  of  Directors  by a  majority  vote of a quorum
     consisting  of  directors  who were not  parties  to such  action,  suit or
     proceeding,  or  (ii)  if  such a  quorum  is not  obtainable,  or  even if
     obtainable a quorum of disinterested  directors so directs,  by independent
     legal  counsel  in a  written  opinion,  or (iii) by  majority  vote of the
     shareholders;  provided that no such determination shall preclude an action
     brought in an appropriate court to challenge such determination.

(e)  Expenses  incurred by a person who is or was a director of the  corporation
     in defending a civil or criminal action,  suit, or proceeding shall be paid
     by the corporation in advance of the final disposition of an action,  suit,
     or proceeding,  and expenses incurred by a person who is or was an officer,
     employee,  or agent of the  corporation  in  defending  a civil or criminal
     action,  suit, or proceeding  may be paid by the  corporation in advance of
     the final  disposition of such action,  suit or proceeding as authorized by
     or at the direction of the Board of Directors,  in either case upon receipt
     of an undertaking by or on behalf of the director,  officer,  employee,  or
     agent to repay such amount if it shall  ultimately be determined that he or
     she is not entitled to be indemnified  by the  corporation as authorized in
     or pursuant to this Article.

(f)  The  indemnification  provided  by this  Article  IX  shall  not be  deemed
     exclusive of any other rights to which those seeking indemnification may be
     entitled,  whether under any statute,  agreement,  vote of  shareholders or
     disinterested  directors  or  otherwise,  both as to action in an  official
     capacity and as to action in another capacity while holding such office.

(g)  Without  limiting the other  provisions of this Article IX, the corporation
     is authorized from time to time, without further action by the shareholders
     of the  corporation,  to enter into agreements with any director,  officer,
     employee   or  agent  of  the   corporation   providing   such   rights  of
     indemnification as the corporation may deem appropriate,  up to the maximum
     extent permitted by law. Any agreement entered into by the corporation with
     a director may be authorized by the other directors, and such authorization
     shall not be invalid on the basis that different of similar  agreements may
     have been or may thereafter be entered into with other directors.

                                       12
<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

(h)  Except as may otherwise be permitted by law, no person shall be indemnified
     pursuant to this Article IX (including, without limitation, pursuant to any
     agreement  entered into pursuant to part (g) of this Article IX) from or on
     account of such  person's  conduct  which is finally  adjudged to have been
     knowingly  fraudulent,  deliberately  dishonest or willful misconduct.  The
     corporation may (but need not) adopt a more restrictive standard of conduct
     with  respect  to the  indemnification  of any  employee  or  agent  of the
     corporation.

(i)  The corporation may purchase and maintain insurance on behalf of any person
     who is or was a director,  officer,  employee, or agent of the corporation,
     or who is or was  otherwise  serving  on  behalf or at the  request  of the
     corporation as a director,  officer,  employee,  member or agent of another
     corporation,   partnership,   joint  venture,   trust,  trade  or  industry
     association,  or other enterprise (whether  incorporated or unincorporated,
     for-profit  or  not-for-profit),  against any claim,  liability  or expense
     asserted  against  such  person  and  incurred  by him  or her in any  such
     capacity,  or arising out of his or her status as such,  whether or not the
     corporation  would have the power to indemnify  him against such  liability
     under the provisions of this Article IX.

(j)  For the purposes of this Article IX:

     (i)  Any  director  of the  corporation  who  shall  serve  as a  director,
          officer,  or employee  of any other  corporation,  partnership,  joint
          venture, trust, or other enterprise of which the corporation, directly
          or  indirectly,  is or was the  owner  of 20% or more  of  either  the
          outstanding  equity  interests  or the  outstanding  voting  stock (or
          comparable interests), shall be deemed to be so serving at the request
          of the  corporation,  unless the Board of Directors of the corporation
          shall  determine  otherwise.  In all other  instances where any person
          shall  serve as a  director,  officer,  employee,  or agent of another
          corporation, partnership, joint venture, trust, or other enterprise of
          which the corporation is or was a shareholder or creditor, or in which
          it is or was otherwise interested,  if it is not otherwise established
          that such person is or was serving as a director,  officer,  employee,
          or agent at the request of the corporation,  the Board of Directors of
          the  corporation  may determine  whether such service is or was at the
          request of the corporation,  and it shall not be necessary to show any
          actual or prior request for such service.

     (ii) References  to a  corporation  include  all  constituent  corporations
          absorbed  in a  consolidation  or merger as well as the  resulting  or
          surviving  corporation  so that any person  who is or was a  director,
          officer,  employee, or agent of a constituent corporation or is or was
          serving at the  request of a  constituent  corporation  as a director,
          officer, employee, or agent of another corporation, partnership, joint
          venture,  trust, or other  enterprise shall stand in the same position
          under the  provisions of this Article IX with respect to the resulting
          or surviving  corporation as such person would if he or she had served
          the resulting or surviving corporation in the same capacity.

     (iii)The  term  "other  enterprise"  shall  include,   without  limitation,
          employee  benefit  plans and voting or taking  action with  respect to
          stock or other assets therein; the term "serving at the request of the
          corporation"  shall  include,  without  limitation,  any  service as a
          director, officer, employee, or agent of the corporation which imposes
          duties on or involves services by , a director,  officer, employee, or
          agent with respect to any employee benefit plan, its participants,  or
          beneficiaries; and a person who acted in good faith and in a manner he
          or she reasonably  believed to be in the interest of the  participants
          and  beneficiaries of an employee benefit plan shall be deemed to have
          satisfied any standard of care required by or pursuant to this Article
          IX in connection  with such plan;  and the term "fines" shall include,
          without limitation, any excise taxes assessed on a person with respect
          to an  employee  benefit  plan and  shall  also  include  any  damages
          (including treble damages) and any other civil penalties.

(k)  Any  indemnification  rights  provided  pursuant  to this  Article IX shall
     continue as to a person who has ceased to be a director, officer, employee,
     or agent  and shall  inure to the  benefit  of the  heirs,  executors,  and
     administrators  of such a person.  Notwithstanding  any other  provision in
     these Articles of Incorporation,  any indemnification  rights arising under
     or granted  pursuant  to this  Article IX shall  survive the  amendment  or
     repeal of this Article IX with  respect to any acts or omissions  occurring
     prior to the effective time of such amendment or repeal and persons to whom
     such  indemnification  rights are given shall be entitled to rely upon such
     indemnification  rights with respect to such acts or omissions as a binding
     contract with the corporation.

(l)  It is the  intention  of the  corporation  to limit  the  liability  to the
     directors of the  corporation,  in their  capacity as such,  whether to the
     corporation, its shareholders or otherwise, to the fullest extent permitted
     by law.  Consequently,  should The General and Business  Corporation Law of
     Missouri or any other applicable law be amended or adopted  hereafter so as
     to permit the

                                       13

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

elimination or limitation of such  liability,  the liability of the directors of
the  corporation  shall be so  eliminated  or limited to the  greatest  possible
extent  without the need for  amendment of this Article IX or further  action on
the part of the Board of Directors or shareholders of the corporation.

                                    ARTICLE X

     The Board of  Directors  shall  have power to adopt,  repeal,  or amend the
By-laws of this  corporation  and to adopt new or  additional  By-laws,  subject
however,  to the  paramount  right of the  holders  or common  stock to limit or
divest such power of the Board of Directors, to such extent and for such periods
as the  holders  of  common  stock  at any  regular  or  special  meeting  shall
determine.

     IN WITNESS WHEREOF, the undersigned,  David O'Reilly,  Vice President,  and
Ann  Drennan,  Secretary,  of the  corporation,  have  executed  these  Restated
Articles  of  Incorporation  on  behalf  of the  Corporation  this  26th  day of
February, 1993.

                                     O'REILLY AUTOMOTIVE, INC.

                                     By: /s/ David O'Reilly
                                     -------------------------------------------
                                     Vice President and Chief Executive Officer

                                     By: /s/ Ann Drennan
                                     -------------------------------------------
                                     Secretary

STATE OF MISSOURI )
                                    )   SS.
COUNTY OF GREENE  )

     I, Patricia M. Headley,  a notary  public,  do hereby  certify that on this
26th day of February, 1993, personally appeared before me David O'Reilly and Ann
Drennan,  who being by me first duly sworn,  declared  that they are the persons
who signed the foregoing  document as officers of the corporation  named therein
and the statements therein contained are true.

                                     /s/ Patricia M. Headley
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:
January 3, 1995

(Filed and Certificate Issued Mar. 1, 1993)

                                       14

<PAGE>

                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

                                                              Secretary of State
                                                               State of Missouri
                                                                    P.O. Box 778
                                                  Jefferson City, Missouri 65102

                     AMENDMENT OF ARTICLES OF INCORPORATION
                         (To be submitted in duplicate)

     Pursuant to the provisions of The General and Business  Corporation  Law of
Missouri, the undersigned Corporation certifies the following:

1.   The name of the Corporation is O'Reilly Automotive, Inc.

2.   An amendment to the  Corporation's  Restated  Articles of Incorporation was
     adopted by the shareholders at a meeting duly held on May 4, 1999.


3.   Section  (a) of  Article  III of the  Corporation's  Restated  Articles  of
     Incorporation is deleted in its entirety,  and the following is inserted in
     its place:

                                   ARTICLE III

     The aggregate  number,  class and par value of shares which the corporation
shall have the authority to issue shall be ninety million (90,000,000) shares of
common stock,  par value $.01 per share and five million  (5,000,000)  shares of
preferred stock, par value $.01 per share.

4.   Of the 21,376,421 shares  outstanding,  all of such shares were entitled to
     vote on such amendment.

5.   The number of shares voted for and against the amendment was as follows:

                  16,122,317 shares voted for the amendment;
                  1,080,310 shares voted against the amendment; and
                  28,027 shares abstained from voting.

6.   The amendment  changed the number of authorized  shares having a par value,
     and the  amount  in  dollars  of  authorized  shares  having a par value as
     changed is $950,000.

     The amendment did not change the number of  authorized  shares  without par
     value.

7.   The  amendment  does  not  provide  for an  exchange,  reclassification  or
     cancellation  of issued shares,  or a reduction of the number of authorized
     shares of any class.

                                       15

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

     IN WITNESS  WHEREOF,  the undersigned,  James R. Batten,  has executed this
instrument  and its Secretary has affixed its corporate seal hereto and attested
said seal as of the 20th day of July 1999.


                                    O'REILLY AUTOMOTIVE, INC.
CORPORATE SEAL

                                    By:   /s/ James R. Batten
                                    -------------------------------------
                                    Title:  Vice-President of Finance/CFO
ATTEST:


/s/ Tricia Headley, Secretary
--------------------------------

STATE OF MISSOURI          )
                                    ) SS
COUNTY OF GREENE  )

     I, Cynthia L. Bennett, a Notary Public, do hereby certify that on this 20th
day of July, 1999,  personally  appeared before me James R. Batten, who being by
me first duly sworn,  declared that he is the  Vice-President of Finance and CFO
of  O'Reilly  Automotive,  Inc.,  that  he  signed  the  foregoing  document  as
Vice-President of the Corporation, and that the statements therein contained are
true.



                                    /s/ Cynthia L. Bennett
                                    -------------------------------------
                                    Notary Public

My commission expires:
January 28, 2003


(Attachment)





                                       16
<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

                                                              Secretary of State
                                                               State of Missouri
                                                                    P.O. Box 778
                                                  Jefferson City, Missouri 65102


                     AMENDMENT OF ARTICLES OF INCORPORATION
                         (To be submitted in duplicate)


Pursuant  to the  provisions  of The  General and  Business  Corporation  Law of
Missouri, the undersigned Corporation certifies the following:

1.   The name of the Corporation is O'Reilly Automotive, Inc.

     The name under which it was originally organized was Springfield Supply and
     Motor Parts, Inc.

2.   An amendment to the  Corporation's  Restated  Articles of Incorporation was
     adopted by the shareholders at a meeting duly held on May 8, 2001.

3.   That the  Corporation's  Restated  Articles of  Incorporation be amended by
     adding the following new Article XI to read as follows:

                                   ARTICLE XI

     No  director  of  the  corporation   shall  be  personally  liable  to  the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty by such  director as a director;  provided,  however,  that this Article XI
shall not eliminate or limit the liability of a director to the extent  provided
by applicable  law (i) for any breach of the  director's  duty of loyalty to the
corporation  or its  shareholders,  (ii) for acts or omissions not in subjective
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (iii) under section 351.345 of the General Corporation Law of Missouri,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit. No amendment to or repeal of this Article XI shall apply to or have any
effect on the liability or alleged  liability of any director of the corporation
for or with  respect to any acts or  omissions  of such  director  prior to such
amendment or repeal.

4.   Of the 51,571,313 shares  outstanding,  all of such shares were entitled to
     vote on such amendment.



     The number of outstanding shares of any class entitled to vote thereon as a
     class were as follows:

<TABLE>
<CAPTION>

       Class                                 Number of Outstanding Shares
     --------                               ------------------------------
      <S>                                             <C>
      Common                                          51,571,313
</TABLE>

5.   The number of shares voted for and against the amendment was as follows:

                  45,584,712 shares of Common stock voted for the amendment
                  245,164 shares of Common stock voted against the amendment
                  55,063 shares of Common stock abstained from voting

6.   The amendment  did not change the number of authorized  shares having a par
     value.

     The amendment did not change the number of  authorized  shares  without par
     value.

                                       17
<PAGE>
       O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES EXHIBIT 4.1 - Restated
                      Articles of Incorporation (continued)

7.   The  amendment  does  not  provide  for an  exchange,  reclassification  or
     cancellation  of issued shares,  or a reduction of the number of authorized
     shares of any class.


                     [Remainder of Page Intentionally Blank]

                                       18
<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

     IN WITNESS  WHEREOF,  the  undersigned,  David O'Reilly,  has executed this
instrument  and its Secretary has affixed its corporate seal hereto and attested
said seal as of the 10th day of May, 2001.


                                                O'REILLY AUTOMOTIVE, INC.

CORPORATE SEAL

                                                By:/s/David O'Reilly
                                                --------------------------------
                                                Title:   CEO

ATTEST:

/s/  Tricia Headley, Secretary
--------------------------------


STATE OF MISSOURI )
                                    ) SS
COUNTY OF GREENE  )

     I, Julie A. Hibler,  a Notary  Public,  do hereby certify that on this 10th
day of May, 2001, personally appeared before me David O'Reilly,  who being by me
first duly sworn, declared that he is the CEO of O'Reilly Automotive, Inc., that
he signed the foregoing  document as President of the Corporation,  and that the
statements therein contained are true.


                                                /s/ Julie A. Hibler
                                                --------------------------------
                                                Notary Public
My commission expires:

                                       19

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)


                   CERTIFICATE OF DESIGNATION, PREFERENCES AND
             RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                            O'REILLY AUTOMOTIVE, INC.


             Pursuant to Section 180 of the General Corporation Law
                            of the State of Missouri


     We, James R. Batten,  Vice  President  and Tricia  Headley,  Secretary,  of
O'Reilly  Automotive,  Inc., a  corporation  organized  and  existing  under the
General  Corporation  Law of the  State  of  Missouri,  in  accordance  with the
provisions of Section 351.046 thereof, DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Restated  Articles of Incorporation of the said  Corporation,  the said Board of
Directors on May 7, 2002, adopted the following  resolution creating a series of
900,000 shares of Preferred  Stock  designated as Series A Junior  Participating
Preferred Stock:

     RESOLVED,  that pursuant to the authority  vested in the Board of Directors
of this  Corporation in accordance with the provisions of its Restated  Articles
of  Incorporation,  a series of  Preferred  Stock of the  Corporation  be and it
hereby is created,  and that the  designation  and amount thereof and the voting
powers,  preferences  and  relative,  participating,  optional and other special
rights of the shares of such  series,  and the  qualifications,  limitations  or
restrictions thereof are as follows:

     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
designated as "Series A Junior Participating  Preferred Stock" and the number of
shares constituting such series shall be 900,000.

     Section 2. Dividends and Distributions.

     (A) Subject to the prior and  superior  rights of the holders of any shares
of any series of  Preferred  Stock  ranking  prior and superior to the shares of
Series A Junior  Participating  Preferred  Stock with respect to dividends,  the
holders  of shares of Series A Junior  Participating  Preferred  Stock  shall be
entitled to receive,  when,  as and if declared by the Board of Directors out of
funds legally available for the purpose,  quarterly dividends payable in cash on
the fifteenth day of March, June, September and December in each year (each such
date  being  referred  to  herein  as  a  "Quarterly  Dividend  Payment  Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or  fraction  of a share of Series A Junior  Participating  Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $1.00 or (b) subject to the  provision  for  adjustment  hereinafter  set
forth,  100 times the aggregate per share amount of all cash dividends,  and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other  distributions  other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by  reclassification
or otherwise),  declared on the Common Stock,  par value $.01 per share,  of the
Corporation  (the "Common  Stock")  since the  immediately  preceding  Quarterly
Dividend Payment Date, or, with respect to the first Quarterly  Dividend Payment
Date,  since the first  issuance of any share or fraction of a share of Series A
Junior Participating  Preferred Stock. In the event the Corporation shall at any
time after May 7, 2002 (the "Rights  Declaration Date") (i) declare any dividend
on  Common  Stock  payable  in  shares  of  Common  Stock,  (ii)  subdivide  the
outstanding  Common Stock, or (iii) combine the outstanding  Common Stock into a
smaller number of shares,  then in each such case the amount to which holders of
shares  of  Series  A  Junior   Participating   Preferred  Stock  were  entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by  multiplying  such amount by a fraction the numerator of which is
the number of shares of Common Stock  outstanding  immediately  after such event
and the  denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                                       20

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

     (B) The Corporation  shall declare a dividend or distribution on the Series
A Junior  Participating  Preferred  Stock as  provided  in  Paragraph  (A) above
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or  distribution  shall have been declared on the Common Stock
during the period  between  any  Quarterly  Dividend  Payment  Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the
Series A Junior  Participating  Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

     (C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Junior  Participating  Preferred  Stock from the Quarterly  Dividend
Payment Date next  preceding the date of issue of such shares of Series A Junior
Participating  Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly  Dividend Payment Date, in which case
dividends  on such  shares  shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the  determination of holders of shares of Series
A Junior Participating  Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly  Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative  from such Quarterly  Dividend
Payment Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
paid on the shares of Series A Junior Participating Preferred Stock in an amount
less than the total amount of such  dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the  determination  of  holders  of  shares  of  Series A  Junior  Participating
Preferred  Stock  entitled  to receive  payment of a  dividend  or  distribution
declared  thereon,  which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.

     Section 3. Voting Rights.

The  holders of shares of Series A Junior  Participating  Preferred  Stock shall
have the following voting rights:

     (A) Subject to the provision for  adjustment  hereinafter  set forth,  each
share of Series A Junior Participating  Preferred Stock shall entitle the holder
thereof to 100 votes on all matters  submitted to a vote of the  stockholders of
the Corporation. In the event the Corporation shall at any time after the Rights
Declaration  Date (i) declare any dividend on Common Stock  payable in shares of
Common Stock, (ii) subdivide the outstanding  Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the  number  of votes per  share to which  holders  of shares of Series A Junior
Participating  Preferred  Stock were  entitled  immediately  prior to such event
shall be adjusted by  multiplying  such number by a fraction  the  numerator  of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     (B) Except as otherwise provided herein or by law, the holders of shares of
Series A Junior  Participating  Preferred  Stock  and the  holders  of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.

     (C) (i) If at any time  dividends  on any  Series  A  Junior  Participating
Preferred  Stock  shall be in  arrears in an amount  equal to six (6)  quarterly
dividends  thereon,  the occurrence of such contingency shall mark the beginning
of a period  (herein  called a "default  period")  which shall extend until such
time when all accrued and unpaid dividends for all previous  quarterly  dividend
periods and for the current quarterly  dividend period on all shares of Series A
Junior  Participating  Preferred Stock then outstanding shall have been declared
and paid or set apart for payment.  During each default  period,  all holders of
Preferred  Stock  (including  holders  of  the  Series  A  Junior  Participating
Preferred  Stock)  with  dividends  in  arrears  in an  amount  equal to six (6)
quarterly dividends thereon,  voting as a class,  irrespective of series,  shall
have the right to elect two (2) directors.

     (ii) During any default period,  such voting right of the holders of Series
A Junior  Participating  Preferred Stock may be exercised initially at a special
meeting  called  pursuant to  subparagraph  (iii) of this Section 3(C) or at any
annual  meeting  of   stockholders,   and  thereafter  at  annual   meetings  of
stockholders,  provided  that  neither  such  voting  right nor the right of the
holders of any other series of Preferred Stock, if any, to increase,  in certain
cases, the authorized  number of directors shall be exercised unless the holders
of ten percent (10%) in number of shares of Preferred Stock outstanding shall be
present in person or by proxy.  The absence of a quorum of the holders of Common
Stock shall not affect the  exercise by the holders of  Preferred  Stock of such
voting  right.  At any  meeting at which the  holders of  Preferred  Stock shall
exercise such voting right initially  during an existing  default  period,  they
shall  have the  right,  voting  as a class,  to elect  directors  to fill  such
vacancies,  if any,  in the Board of  Directors  as may then exist up to two (2)
directors or, if such right is exercised at an annual meeting,  to elect two (2)
directors.

                                       21

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

If the number which may be so elected at any special  meeting does not amount to
the required number,  the holders of the Preferred Stock shall have the right to
make such  increase in the number of  directors  as shall be necessary to permit
the election by them of the required number.  After the holders of the Preferred
Stock shall have exercised  their right to elect directors in any default period
and during the continuance of such period,  the number of directors shall not be
increased  or  decreased  except by vote of the  holders of  Preferred  Stock as
herein  provided  or  pursuant  to the rights of any equity  securities  ranking
senior to or pari passu with the Series A Junior Participating Preferred Stock.

     (iii)  Unless the  holders of  Preferred  Stock  shall,  during an existing
default period,  have previously  exercised their right to elect directors,  the
Board of Directors may order, or any  stockholder or stockholders  owning in the
aggregate  not less  than ten  percent  (10%) of the  total  number of shares of
Preferred Stock outstanding, irrespective of series, may request, the calling of
a special  meeting of the  holders  of  Preferred  Stock,  which  meeting  shall
thereupon be called by the President,  a Vice-President  or the Secretary of the
Corporation.  Notice of such meeting and of any annual  meeting at which holders
of Preferred  Stock are  entitled to vote  pursuant to this  Paragraph  (C)(iii)
shall be given to each holder of record of Preferred  Stock by mailing a copy of
such notice to him at his last  address as the same  appears on the books of the
Corporation.  Such  meeting  shall be called for a time not earlier than 20 days
and not later  than 60 days  after  such  order or  request or in default of the
calling of such meeting within 60 days after such order or request, such meeting
may be called on similar notice by any stockholder or stockholders owning in the
aggregate  not less  than ten  percent  (10%) of the  total  number of shares of
Preferred Stock  outstanding.  Notwithstanding  the provisions of this Paragraph
(C)(iii),  no such special  meeting  shall be called during the period within 60
days  immediately  preceding  the date fixed for the next annual  meeting of the
stockholders.

     (iv) In any default period,  the holders of Common Stock, and other classes
of stock of the  Corporation  if  applicable,  shall  continue to be entitled to
elect the whole number of directors  until the holders of Preferred  Stock shall
have exercised their right to elect two (2) directors  voting as a class,  after
the  exercise  of which  right (x) the  directors  so elected by the  holders of
Preferred Stock shall continue in office until their  successors shall have been
elected by such holders or until the expiration of the default  period,  and (y)
any vacancy in the Board of  Directors  may  (except as  provided  in  Paragraph
(C)(ii)  of this  Section 3) be filled by vote of a  majority  of the  remaining
directors theretofore elected by the holders of the class of stock which elected
the director whose office shall have become vacant. References in this Paragraph
(C) to  directors  elected by the holders of a  particular  class of stock shall
include  directors  elected by such  directors to fill  vacancies as provided in
clause (y) of the foregoing sentence.

     (v) Immediately  upon the expiration of a default period,  (x) the right of
the holders of Preferred Stock as a class to elect  directors  shall cease,  (y)
the term of any directors  elected by the holders of Preferred  Stock as a class
shall terminate,  and (z) the number of directors shall be such number as may be
provided for in the articles of  incorporation  or by-laws  irrespective  of any
increase made pursuant to the provisions of Paragraph  (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any manner provided
by law or in the articles of  incorporation  or by-laws).  Any  vacancies in the
Board of  Directors  effected  by the  provisions  of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining directors.

     (D) Except as set forth  herein,  holders of Series A Junior  Participating
Preferred  Stock shall have no special voting rights and their consent shall not
be  required  (except to the extent they are  entitled  to vote with  holders of
Common Stock as set forth herein) for taking any corporate action.

     Section 4. Certain Restrictions.

     (A)  Whenever  quarterly  dividends  or other  dividends  or  distributions
payable on the Series A Junior  Participating  Preferred  Stock as  provided  in
Section 2 are in arrears,  thereafter and until all accrued and unpaid dividends
and  distributions,  whether  or not  declared,  on  shares  of  Series A Junior
Participating  Preferred  Stock  outstanding  shall have been paid in full,  the
Corporation shall not

          (i) declare or pay dividends on, make any other  distributions  on, or
     redeem or purchase or  otherwise  acquire for  consideration  any shares of
     stock  ranking  junior  (either  as  to  dividends  or  upon   liquidation,
     dissolution or winding up) to the Series A Junior  Participating  Preferred
     Stock;

          (ii) declare or pay  dividends on or make any other  distributions  on
     any shares of stock  ranking on a parity  (either as to  dividends  or upon
     liquidation,   dissolution   or  winding  up)  with  the  Series  A  Junior
     Participating  Preferred Stock, except dividends paid ratably on the Series
     A Junior  Participating  Preferred Stock and all such parity stock on which
     dividends  are payable or in arrears in  proportion to the total amounts to
     which the holders of all such shares are then entitled;

                                       22

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

          (iii) redeem or purchase or otherwise acquire for consideration shares
     of  any  stock  ranking  on a  parity  (either  as  to  dividends  or  upon
     liquidation,   dissolution   or  winding  up)  with  the  Series  A  Junior
     Participating  Preferred  Stock,  provided that the  Corporation may at any
     time redeem,  purchase or otherwise acquire shares of any such parity stock
     in  exchange  for  shares of any stock of the  Corporation  ranking  junior
     (either as to dividends or upon dissolution,  liquidation or winding up) to
     the Series A Junior Participating Preferred Stock; or

          (iv)  purchase or otherwise  acquire for  consideration  any shares of
     Series A Junior  Participating  Preferred  Stock,  or any  shares  of stock
     ranking on a parity with the Series A Junior Participating Preferred Stock,
     except  in  accordance  with  a  purchase  offer  made  in  writing  or  by
     publication  (as  determined  by the Board of  Directors) to all holders of
     such shares upon such terms as the Board of Directors,  after consideration
     of the  respective  annual  dividend  rates and other  relative  rights and
     preferences of the respective  series and classes,  shall determine in good
     faith will  result in fair and  equitable  treatment  among the  respective
     series or classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise  acquire for  consideration any shares of stock of
     the Corporation  unless the Corporation  could, under Paragraph (A) of this
     Section 4,  purchase or  otherwise  acquire such shares at such time and in
     such manner.

         Section 5. Reacquired Shares.

Any  shares  of  Series A Junior  Participating  Preferred  Stock  purchased  or
otherwise  acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation  become authorized but unissued shares of Preferred Stock and
may be  reissued  as part of a new  series of  Preferred  tock to be  created by
resolution or resolutions  of the Board of Directors,  subject to the conditions
and restrictions on issuance set forth herein.

         Section 6. Liquidation, Dissolution or Winding Up.

          (A) Upon any  liquidation  (voluntary or  otherwise),  dissolution  or
     winding up of the Corporation, no distribution shall be made to the holders
     of  shares  of  stock  ranking  junior  (either  as to  dividends  or  upon
     iquidation, dissolution or winding up) to the Series A Junior Participating
     Preferred  Stock unless,  prior thereto,  the holders of shares of Series A
     Junior Participating Preferred Stock shall have received an amount equal to
     $100 per share of Series A  Participating  referred  Stock,  plus an amount
     equal to accrued and unpaid dividends and distributions thereon, whether or
     not  declared,  to the date of such  payment  (the  "Series  A  Liquidation
     Preference").  Following  the  payment  of the full  amount of the Series A
     Liquidation  Preference,  no additional  distributions shall be made to the
     holders of shares of Series A Junior Participating  Preferred Stock unless,
     prior thereto, the holders of shares of Common Stock shall have received an
     amount per share (the "Common Adjustment") equal to the quotient btained by
     dividing  (i)  the  Series  A  Liquidation   Preference  by  (ii)  100  (as
     appropriately  adjusted as set forth in  subparagraph  (C) below to reflect
     such events as stock splits,  stock  dividends and  recapitalizations  with
     respect to the Common Stock) (such number in clause (ii),  the  "Adjustment
     Number").  Following  the  payment  of the  full  amount  of the  Series  A
     Liquidation  Preference  and  the  Common  Adjustment  in  respect  of  all
     outstanding  shares of Series A Junior  Participating  Preferred  Stock and
     Common  Stock,  respectively,  holders  of  Series A  Junior  Participating
     Preferred  Stock and holders of shares of Common Stock shall  receive their
     ratable and  proportionate  share of the remaining assets to be distributed
     in the ratio of the  Adjustment  Number to 1 with respect to such Preferred
     Stock and Common Stock, on a per share basis, respectively.

          (B) In the  event,  however,  that  there  are not  sufficient  assets
     available to permit payment in full of the Series A Liquidation  Preference
     and the liquidation  preferences of all other series of preferred stock, if
     any,  which  rank on a  parity  with  the  Series  A  Junior  Participating
     Preferred Stock, then such remaining assets shall be distributed ratably to
     the  holders  of such  parity  shares  in  proportion  to their  respective
     liquidation  preferences.  In  the  event,  however,  that  there  are  not
     sufficient  assets  available  to  permit  payment  in full  of the  Common
     Adjustment,  then such remaining assets shall be distributed ratably to the
     holders of Common Stock.

          (C) In the event the  Corporation  shall at any time  after the Rights
     Declaration Date (i) declare any dividend on Common stock payable in shares
     of Common Stock,  (ii)  subdivide the  outstanding  Common Stock,  or (iii)
     combine the outstanding Common Stock into a smaller number of shares,  then
     in each such case the Adjustment Number in effect immediately prior to such
     event shall be adjusted by multiplying such Adjustment Number by a fraction
     the numerator of which is the number of shares of Common Stock  outstanding
     immediately  after such event and the denominator of which is the number of
     shares of Common  Stock  that were  outstanding  immediately  prior to such
     event.

                                       23

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

          Section 7. Consolidation, Merger, etc.

In case the Corporation shall enter into any consolidation,  merger, combination
or other  transaction  in which the shares of Common Stock are  exchanged for or
changed into other stock or securities,  cash and/or any other property, then in
any such case the shares of Series A Junior Participating  Preferred Stock shall
at the same time be  similarly  exchanged  or  changed  in an  amount  per share
(subject to the provision  for  adjustment  hereinafter  set forth) equal to 100
times the aggregate amount of stock, securities,  cash and/or any other property
(payable  in kind),  as the case may be,  into  which or for which each share of
Common Stock is changed or exchanged.  In the event the Corporation shall at any
time after the Rights  Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding  Common Stock,
or (iii) combine the  outstanding  Common Stock into a smaller number of shares,
then in each  such case the  amount  set forth in the  preceding  sentence  with
respect  to the  exchange  or change of shares of Series A Junior  Participating
Preferred  Stock shall be adjusted by multiplying  such amount by a fraction the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

          Section 8. No Redemption.

The  shares  of  Series A Junior  Participating  Preferred  Stock  shall  not be
redeemable.

          Section 9. Ranking.

The Series A Junior Participating Preferred Stock shall rank junior to all other
series of the  Corporation's  Preferred Stock as to the payment of dividends and
the  distribution  of assets,  unless the terms of any such series shall provide
otherwise.

          Section 10. Amendment.

At any time when any shares of Series A Junior Participating Preferred Stock are
outstanding,  neither the Restated  Articles of Incorporation of the Corporation
nor this  Certificate of Designation  shall be amended in any manner which would
materially  alter or change the  powers,  preferences  or special  rights of the
Series A Junior  Participating  Preferred  Stock so as to affect them  adversely
without  the  affirmative  vote  of the  holders  of a  majority  or more of the
outstanding  shares of Series A Junior  Participating  Preferred  Stock,  voting
separately as a class.

          Section 11. Fractional Shares.

Series A Junior  Participating  Preferred  Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such holder's  fractional
shares,   to  exercise  voting  rights,   receive   dividends,   participate  in
distributions and to have the benefit of all other rights of holders of Series A
Junior Participating Preferred Stock.


          IN WITNESS  WHEREOF,  we have executed and subscribed this Certificate
     and do affirm the  foregoing  as true under the  penalties  of perjury this
     30th day of May, 2002.


                  Vice President:/s/  James R. Batten
                                 ----------------------------------
                  Attest:/s/Tricia Headley
                         ------------------------------------------
                  Secretary:/s/Tricia Headley
                            ---------------------------------------

                                       24

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
             EXHIBIT 5.1 - Opinion of Gallop, Johnson & Neuman, L.C.

                         GALLOP, JOHNSON & NEUMAN, L.C.
                                  101 S. Hanley
                            St. Louis, Missouri 63105

                                January 16, 2004


Board of Directors
O'Reilly Automotive, Inc.
233 South Patterson
Springfield, Missouri 65802

       Re: Registration Statement on Form S-8
           O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan
           O'Reilly Automotive, Inc. 2003 Director Stock Option Plan
           O'Reilly Automotive, Inc. 1993 Employee Stock Option Plan, as amended
           O'Reilly Automotive, Inc. Stock Purchase Plan, as amended

Ladies and Gentlemen:

     We have served as counsel to O'Reilly  Automotive,  Inc. (the "Company") in
connection  with  the  various  legal  matters  relating  to  the  filing  on  a
registration  statement  of Form S-8 (The  "Registration  Statement")  under the
Securities Act of 1933, as amended,  and the Rules and  Regulations  promulgated
thereunder,  relating to 4,000,000  shares of common  stock of the Company,  par
value $.01 per share ("Common Stock"),  200,000 shares of Common Stock,  300,000
shares of Common Stock and 2,000,000 shares of Common Stock  (collectively,  the
"Shares"),  reserved for issuance in  accordance  with the O'Reilly  Automotive,
Inc.  2003  Employee  Stock Option  Plan,  the O'Reilly  Automotive,  Inc.  2003
Director Stock Option Plan the O'Reilly Automotive, Inc. Stock Purchase Plan, as
amended,  and the O'Reilly  Automotive  1993  Employee  Stock  Option  Plan,  as
amended, respectively (collectively, the "Plans").

     We have examined such corporate records of the Company,  such laws and such
other information as we have deemed relevant,  including the Company's  Restated
Articles of  Incorporation,  as amended,  and Amended and  Restated  Bylaws,  as
amended,  certain  resolutions  adopted by the Board of Directors of the Company
relating to the Plans and  certificates  received from state  officials and from
officers  of the  Company.  In  delivering  this  opinion,  we have  assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals,  the conformity to the originals of all documents  submitted to us
as  certified,  photostatic  or conformed  copies,  and the  correctness  of all
statements submitted to us by officers of the Company.

     Based upon the foregoing, the undersigned is of the opinion that:

     1.   The Company is corporation duly incorporated,  validly existing and in
          good standing under the laws of the State of Missouri; and

     2.   The Shares being offered by the Company,  if issued in accordance with
          the applicable  Plan,  will be validly issued and outstanding and will
          be fully paid and nonassessable.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
     Statement  and to the use of our name in  Registration  Statement.  We also
     consent  to  your  filing  copies  of  the  opinion  as an  exhibit  to the
     Registration  Statement  with agencies of such states as you deem necessary
     in the  course of  complying  with the laws of such  states  regarding  the
     issuance of the Shares pursuant to the Plan.

                                             Very truly yours,

                                            /s/GALLOP, JOHNSON & NEUMAN, L.C.
                                            ------------------------------------
                                            GALLOP, JOHNSON & NEUMAN, L.C.

                                       25

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                   EXHIBIT 23.1 - Consent of Ernst & Young LLP


                         Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-00000)  pertaining to the O'Reilly  Automotive,  Inc. 2003 Employee
Stock Option Plan,  the O'Reilly  Automotive,  Inc. 2003  Director  Stock Option
Plan,  the O'Reilly  Automotive,  Inc. 1993 Stock Option Plan,  and the O'Reilly
Automotive,   Inc.  Stock  Purchase  Plan  of  O'Reilly  Automotive,   Inc.  and
subsidiaries  of our  report  dated  February  21,  2003,  with  respect  to the
consolidated financial statements of O'Reilly Automotive,  Inc. and subsidiaries
incorporated  by reference  in its Annual  Report (Form 10-K) for the year ended
December 31, 2002 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.




                                                    /s/ Ernst & Young LLP
                                                    ----------------------------

Kansas City, Missouri
January 13, 2004


                                       26


<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
    EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan


                            O'REILLY AUTOMOTIVE, INC.
                         2003 EMPLOYEE STOCK OPTION PLAN

I.   Purpose of the Plan.

     The O'Reilly Automotive,  Inc. 2003 Employee Stock Option Plan (the "Plan")
is  intended  to provide a means  whereby  certain  key  employees  of  O'Reilly
Automotive, Inc., a Missouri corporation (the "Company"), may develop a sense of
proprietorship and personal involvement in the development and financial success
of the Company and its  subsidiaries,  and to encourage  them to remain with and
devote their best  efforts to the business of the Company and its  subsidiaries,
thereby   advancing  the   interests  of  the  Company  and  its   shareholders.
Accordingly,  the Company may make  awards to certain  employees  in the form of
stock options  ("Options") with respect to shares of the Company's common stock,
par value  $0.01 per share (the  "Stock").  Options  may either be  nonqualified
stock options  ("Nonqualified  Options") or options  ("Incentive Stock Options")
that are intended to qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

II.  Administration.

     (a)  Committee  Composition.  The Plan shall be administered by a committee
          of the Board of Directors of the Company (the  "Board")  consisting of
          not less than two members of the Board as the Board may  appoint  (the
          "Committee").  The  members of the  Committee  shall be  "Non-Employee
          Directors"  within the  meaning of Rule  16b-3  promulgated  under the
          Securities  Exchange Act of 1934, as amended (the "Act"), and "outside
          directors"  as defined  under  Section  162(m) of the Code;  provided,
          however,   that  noncompliance  with  such  qualifications  shall  not
          invalidate any grants of Options by the Committee.  Committee  members
          may  resign at any time by  delivering  written  notice to the  Board.
          Vacancies in the  Committee,  however  caused,  shall be filled by the
          Board.  The Committee shall act by a majority of its members in office
          and the  Committee  may act  either by vote at a  telephonic  or other
          meeting or by a consent or other written  instrument  signed by all of
          the members of the Committee.  If the Committee does not exist, or for
          any  other  reason  determined  by the  Board,  the Board mat take any
          action under the Plan that would  otherwise be the  responsibility  of
          the Committee.

     (b)  Committee  Authority.  The Committee shall have the sole authority to:
          (i) determine the terms and provisions of the Option  agreements  (the
          "Agreements")   entered   into  under  the  Plan;   (ii)  prepare  and
          distribute,   in  such  manner  as  the  Committee  determines  to  be
          appropriate,  information  about  the Plan;  and (iii)  make all other
          determinations deemed necessary or advisable for the administration of
          the Plan.  The  Committee  may vary the terms  and  provisions  of the
          individual Agreements in its discretion.  Further, the Committee shall
          have authority to grant options and to determine the exercise price of
          the Stock  covered  by each  Option,  the terms and  duration  of each
          Option,  the key  employees to whom,  and the times at which,  Options
          shall be granted, whether the Option shall be a Nonqualified Option or
          an  Incentive  Stock  Option and the number of shares to be covered by
          each Option.  Notwithstanding  the foregoing,  the Committee shall not
          have  the   authority  to  make  any   determination   that  would  be
          inconsistent  with the  requirements,  restrictions,  prohibitions  or
          limitations specified in the Plan.

     (c)  Day-to-Day  Administration.  The day-to-day administration of the Plan
          may be carried out by such  officers  and  employees of the Company as
          shall be designated  from time to time by the Committee.  All expenses
          and  liabilities  incurred by the  Committee  in  connection  with the
          administration  of  the  Plan  shall  be  borne  by the  Company.  The
          Committee may employ attorneys, consultants,  accountants, appraisers,
          brokers or other persons,  and the Committee,  the Board,  the Company
          and the  officers and  employees  of the Company  shall be entitled to
          rely upon the advice,  opinions or valuations of any such persons. The
          interpretation  and  construction by the Committee of any provision of
          the Plan and any determination by the Committee under any provision of
          the Plan shall be final and conclusive  for all purposes.  Neither the
          Committee  nor any  member  thereof  shall  be  liable  for  any  act,
          omission,  interpretation,   construction  or  determination  made  in
          connection  with  the  Plan in good  faith,  and  the  members  of the
          Committee shall be entitled to  indemnification  and  reimbursement by
          the  Company  in  respect  of  any  claim,  loss,  damage  or  expense
          (including  counsel  fees)  arising  therefrom  to the fullest  extent
          permitted  by law.  The  members  of the  Committee  shall be named as
          insureds in  connection  with any  directors  and  officers  liability
          insurance coverage that may be in effect from time to time.

                                       27

<PAGE>


                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)

III. Shares Subject to the Plan.


     The aggregate  number of shares that may be issued under the Plan shall not
exceed  4,000,000  shares of Stock  plus all  shares  authorized  under the 1993
Employee  Stock  Option  Plan not  covered  by an  option  on the date such plan
expires.  No more than 1,000,000  shares of Stock may be subject to Options that
are intended to be  "performance-based  compensation"  (as that term is used for
purposes of Section 162(m) of the Code) granted to any one individual during any
calendar  year,  regardless of when such shares are  deliverable.  The shares of
Stock issuable  under the Plan may consist of authorized but unissued  shares of
Stock or  previously  issued shares of Stock  reacquired by the Company.  Any of
such shares that remain unsold and that are not subject to  outstanding  Options
at the  termination of the Plan shall cease to be subject to the Plan, but until
termination  of the Plan and the  expiration  of all Options  granted  under the
Plan,  the  Company  shall at all times make  available a  sufficient  number of
shares to meet the requirements of the Plan and the outstanding  Options. If any
Option, in whole or in part,  expires or terminates  unexercised or is cancelled
or forfeited, the shares theretofore subject to such Option may again be subject
to an Option granted under the Plan. The aggregate  number of shares that may be
issued under  Options  granted under the Plan and any maximums set forth in this
Plan  shall be subject  to  adjustment  as  provided  in  Article V hereof.  The
issuance  of Stock  pursuant  to the  exercise  of an Option  shall  result in a
decrease in the number of shares of Stock that may  thereafter  be available for
purposes of the Plan by the number of shares as to which the Option is exercised
or cancelled.

IV.  Grants of Options.

     (a)  Type and Number.  Options granted under the Plan shall be of such type
          (Nonqualified Option or Incentive Stock Option) and for such number of
          shares of Stock  and  subject  to such  terms  and  conditions  as the
          Committee shall designate. The Committee may grant Options at any time
          and from time to time  through,  but not after,  May 6,  2013,  to any
          individual eligible to receive the same. For purposes of the Plan, the
          date on which an Option is granted is referred to herein as the "Grant
          Date."

     (b)  Option  Agreement.  Options  granted  pursuant  to the  Plan  shall be
          evidenced by  Agreements  that shall comply with and be subject to the
          terms and conditions set forth in this Section IV and may contain such
          other  provisions,  consistent  with the Plan, as the Committee  shall
          deem advisable.  Each Agreement shall state the total number of shares
          of  Stock  that  are  subject  to the  Option.  References  herein  to
          "Agreements" shall include,  to the extent applicable,  any amendments
          to such Agreements.

     (c)  Persons Eligible to Receive Options.

          (i)  Only key  employees of the Company or its  subsidiaries  shall be
               eligible to receive  Options under the Plan. In granting  Options
               to an employee,  the Committee shall take into  consideration the
               contribution  the employee has made or may make to the success of
               the Company or its subsidiaries and such other  considerations as
               the Committee shall determine.  The Committee shall also have the
               authority  to  consult  with  and  receive  recommendations  from
               officers and other employees of the Company and its  subsidiaries
               with regard to these matters. In no event shall any employee, his
               legal   representatives,   heirs,  legatees,   distributees,   or
               successors  have any right to participate in the Plan,  except to
               such extent, if any, as the Committee shall determine.

          (ii) Options  may be  granted  under  the  Plan  from  time to time in
               substitution  for stock  options  and stock  appreciation  rights
               granted by other  corporations  (the "Acquired  Corporation")  to
               their employees who become key employees of the Company or of any
               of its  subsidiaries as a result of a merger or  consolidation of
               the Acquired Corporation with the Company or any such subsidiary,
               or the  acquisition  by the  Company  or a  subsidiary  of all or
               substantially  all of the assets of the Acquired  Corporation  or
               the  acquisition  by the Company or a subsidiary  of stock of the
               Acquired corporation.

                                       28


<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)


          (d)  Exercise Price.

               (i)  The  exercise  price of each share of Stock  covered by each
                    Option ("Exercise Price") shall not be less than one hundred
                    percent  (100%) of the  Market  Value Per Share (as  defined
                    below)  of the  Stock  on the date the  Option  is  granted;
                    provided,  however, if and when an Incentive Stock Option is
                    granted  and the  employee  receiving  the  Incentive  Stock
                    Option  owns or  will  be  considered  to own by  reason  of
                    Section  424(d) of the Code more than ten  percent  (10%) of
                    the total  combined  voting power of all classes of stock of
                    the Company (a "10% Shareholder"), the Exercise Price of the
                    Stock  covered by such  Incentive  Stock Option shall not be
                    less than one hundred  and ten percent  (110%) of the Market
                    Value  Per  Share  of the  Stock  on the  Grant  Date of the
                    Incentive Stock Option.

               (ii) "Market Value Per Share" of the Stock shall mean: (A) if the
                    Stock is not publicly traded,  the amount  determined by the
                    Committee on the date of the grant of the Option; (B) if the
                    Stock is traded only otherwise than on a securities exchange
                    and is not quoted on the National  Association of Securities
                    Dealers Automated  Quotation System ("NASDAQ"),  the closing
                    quoted  selling  price of the  Stock on the date of grant of
                    the  Option  as  quoted in "pink  sheets"  published  by the
                    National Daily Quotation Bureau;  (C) if the Stock is traded
                    only otherwise  than on a securities  exchange and is quoted
                    on NASDAQ,  the closing quoted selling price of the Stock on
                    the date of grant of the  Option,  as  reported  by the Wall
                    Street  Journal;  or (D) if the Stock is admitted to trading
                    on a securities  exchange,  the closing quoted selling price
                    of the Stock on the date of grant of the Option, as reported
                    in the Wall Street Journal.

          (e)  Exercisability of Options.

               (i)  An Option may be  exercisable in  installments  or otherwise
                    upon such terms as the Committee  shall  determine  when the
                    Option is granted. The Committee may fix such waiting and/or
                    vesting periods,  exercise dates or other  limitations as it
                    shall deem appropriate with respect to Options granted under
                    the  Plan   including,   without   limitation,   making  the
                    exercisability  thereof  contingent  upon the achievement of
                    specific goals.  Notwithstanding the foregoing,  however, in
                    no  event  shall  an  Option,  or any  portion  thereof,  be
                    exercisable  until at least  six  months  after  the date of
                    grant of such Option.

               (ii) The Committee at any time:  (A) may  accelerate  the time at
                    which  any  Option  granted   hereunder  is  exercisable  or
                    otherwise vary the terms of an Option,  notwithstanding  the
                    fact that such  variance  may cause the Option to be treated
                    as a Nonqualified  Option; (B) in the case of a Nonqualified
                    Option,  may permit the  transferability  of such Option and
                    may  remove  any  restrictions  or  conditions  to  which  a
                    Nonqualified  Option  is  subject;  and (C)  subject  to the
                    consent  of  the  optionee,   may  convert  an   outstanding
                    Incentive Stock Option to a Nonqualified  Option if it deems
                    such conversion to be in the best interest of the optionee.

               (iii)No Option shall be exercisable  (and any attempted  exercise
                    shall be deemed null and void) if such exercise would create
                    a right of recovery for "short-swing  profits" under Section
                    16(b) of the Act,  unless the optionee  pays the Company the
                    amount  of such  "short-swing  profits"  at the  time of the
                    exercise of the Option.

               (iv) To the  extent  that the  aggregate  Market  Value Per Share
                    (determined  at the Grant  Date) of Stock  with  respect  to
                    which Incentive Stock Options  (determined without regard to
                    this  sentence)  are  exercisable  for the first time by any
                    individual  during any calendar year (under all plans of the
                    Company and its  subsidiaries)  exceeds One Hundred Thousand
                    Dollars  ($100,000),  such excess  portion of such Incentive
                    Stock Options shall be treated as Nonqualified Options (this
                    sentence shall be applied by taking  Incentive Stock Options
                    into account in the order in which they were granted).


          (f)  Method of Exercise and Payment of Exercise Price.

               (i)  Options may be  exercised  by giving  written  notice to the
                    Company stating the number of shares for which the Option is
                    being  exercised,  accompanied  by  payment  in  full of the
                    Exercise  Price relating to the shares with respect to which
                    the Option is so exercised.

                                       29


<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)

               (ii) The full Exercise Price for the shares with respect to which
                    the  Option  is  being  exercised  shall be  payable  to the
                    Company:  (A) in cash or by check payable and  acceptable to
                    the Company;  (B) subject to the approval of the  Committee,
                    by  tendering  to the  Company  shares of Stock owned by the
                    optionee  having an  aggregate  Market Value Per Share as of
                    the  date of  exercise  that is not  greater  than  the full
                    Exercise  Price for the  shares  with  respect  to which the
                    Option is being  exercised,  provided that such shares shall
                    have  been  then  owned by the  optionee  for a period of at
                    least six months prior to such  exercise,  and by paying any
                    remaining  amount of the  Exercise  Price as provided in (A)
                    above;  or (C) subject to the approval of the  Committee and
                    to such  instructions  as the Committee may specify,  at the
                    optionee's   written   request   the   Company  may  deliver
                    certificates for the shares of Stock for which the Option is
                    being  exercised  to a  broker  for  sale on  behalf  of the
                    optionee,   provided  that  the  optionee  has   irrevocably
                    instructed  such broker to remit  directly to the Company on
                    the optionee's  behalf the full amount of the Exercise Price
                    from the proceeds of such sale; provided,  however,  that in
                    the case of an  Incentive  Stock  Option,  (B) and (C) above
                    shall apply only if Committee  approval is given on or prior
                    to the Grant Date and the Agreement  expressly  provides for
                    such optional  payment terms. In the event that the optionee
                    elects to make  payment as allowed  under  clause (B) above,
                    the Committee  may, upon  confirming  that the optionee owns
                    the number of shares of Stock being tendered,  authorize the
                    issuance of a new certificate for the number of shares being
                    acquired  pursuant  to the  exercise  of the Option less the
                    number of shares being tendered upon the exercise and return
                    to  the   optionee  (or  not  require   surrender   of)  the
                    certificate  for the shares of Stock being tendered upon the
                    exercise.  Payment  instruments  will be received subject to
                    collection.

               (iii)Notwithstanding   any  other  provision  of  the  Plan,  the
                    Company  shall have no  liability  to deliver  any shares of
                    Stock  under  the Plan or make  any  other  distribution  of
                    benefits under the Plan unless such delivery or distribution
                    would comply with all applicable  laws  (including,  without
                    limitation,  the requirements of the Securities Act of 1933,
                    as  amended),   and  the  applicable   requirements  of  any
                    securities  exchange,  the NASDAQ or similar entity.  If the
                    employee fails to timely accept  delivery of and pay for the
                    shares  specified in such notice,  the Committee  shall have
                    the right to  terminate  the  Option  with  respect  to such
                    shares.

          (g)  Term.

               (i)  The term of each Option shall be determined by the Committee
                    at the Grant  Date;  provided,  however,  that  each  Option
                    shall, notwithstanding anything in the Plan or any Agreement
                    to the contrary,  expire not more than ten years (five years
                    with  respect to an  Incentive  Stock  Option  granted to an
                    employee who is a 10%  Shareholder)  from the Grant Date or,
                    if earlier, the date specified in the Agreement.

               (ii) In the event an individual's employment with the Company and
                    its subsidiaries shall terminate for reasons other than: (i)
                    retirement in accordance with the terms of a retirement plan
                    of the  Company or one of its  subsidiaries  ("Retirement");
                    (ii) permanent disability (as defined in Section 22(e)(3) of
                    the Code); or (iii) death,  the  individual's  Options shall
                    terminate as of the date of such  termination  of employment
                    and shall not be  exercisable  to any extent as of and after
                    such time.

               (iii)If any  termination  of  employment  is due to Retirement or
                    permanent disability, the individual shall have the right to
                    exercise any Option at any time within the  12-month  period
                    (three-month  period in the case of  Retirement  for Options
                    that are Incentive Stock Options) following such termination
                    of  employment,  but only to the extent  that the Option was
                    exercisable   immediately   prior  to  such  termination  of
                    employment. Notwithstanding any other provision contained in
                    the Plan or the Agreements, if the termination of employment
                    is due to  retirement,  and such retiring  individual at the
                    time of his or her  retirement  (A) is at  least  fifty-five
                    (55) years of age, and (B) the sum of the  individual's  age
                    and years of service  to the  Company is equal to or greater
                    than eighty (80) years, then all outstanding options granted
                    to  such  retiring  individual  shall  automatically  become
                    immediately  exercisable  within such 12-month period (three
                    month period in the case of Options that are Incentive Stock
                    Options).

               (iv) Whether any  termination  of employment is due to Retirement
                    or permanent  disability and whether an authorized  leave of
                    absence or absence for military or government service or for
                    other reasons shall  constitute a termination  of employment
                    for  purposes  of  the  Plan  shall  be  determined  by  the
                    Committee in its sole discretion.

                                       30

<PAGE>

                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)


               (v)  If an  individual  shall die while  entitled  to exercise an
                    Option, the individual's estate,  personal representative or
                    beneficiary,  as the case may be,  shall  have the  right to
                    exercise the Option at any time within the  12-month  period
                    following the date of the  optionee's  death,  to the extent
                    that the  optionee  was entitled to exercise the same on the
                    day immediately prior to the optionee's death.

               (vi) The right of an  individual  to  exercise  an  Option  shall
                    terminate to the extent that such Option is exercised.

V.   Corporate Transactions and Adjustment.

     (a)  Effect on Corporate Actions. The existence of the Plan and the Options
          granted  hereunder  shall not  affect in any way the right or power of
          the Board of Directors or the  shareholders  of the Company to make or
          authorize any adjustment,  recapitalization,  reorganization  or other
          change in the Company's capital structure or its business,  any merger
          or  consolidation  of the Company  with or into  another  entity,  any
          issuance of bonds,  debentures,  preferred or prior preference  stocks
          ahead of or affecting the Stock or the rights thereof, the dissolution
          or  liquidation  of the  Company or any sale or transfer of all or any
          part  of its  assets  or  business,  or  any  other  corporate  act or
          proceeding.

     (b)  Adjustment.  The shares with  respect to which  Options may be granted
          are shares of Stock as presently constituted.  If, however, the number
          of  outstanding  shares of Stock are increased or  decreased,  or such
          shares  are  exchanged  for a  different  number  or kind of shares or
          securities   of   the   Company   through   reorganization,    merger,
          recapitalization,   reclassification,  stock  dividend,  stock  split,
          combination  of shares or other  similar  transaction,  the  aggregate
          number of shares of Stock  subject  to the Plan and any  maximums  set
          forth in Section III hereof, and the shares of Stock subject to issued
          and  outstanding  Options  under the Plan shall be  appropriately  and
          proportionately  adjusted by the Committee.  Any such adjustment in an
          outstanding  Option  shall be made  without  change  in the  aggregate
          Exercise Price applicable to the unexercised portion of the Option but
          with an  appropriate  adjustment  in the price for each share or other
          unit of any security covered by the Option.

     (c)  No Adjustment Upon Issuance of Securities.  Except as may otherwise be
          expressly  provided in the Plan, the issuance by the Company of shares
          of capital stock of any class or securities convertible into shares of
          capital stock of any class for cash, property, labor or services, upon
          direct  sale,  upon the  exercise of rights or  warrants to  subscribe
          therefor,  or upon  conversion of shares or obligations of the Company
          convertible into such shares of capital stock or other securities, and
          in any case  whether or not for fair value,  shall not affect,  and no
          adjustment by reason thereof shall be made with respect to, the number
          of shares of Stock  available  under the Plan or  subject  to  Options
          theretofore  granted or the  Exercise  Price per share with respect to
          outstanding Options.

     (d)  Final  Determination.  Adjustments under this Section shall be made by
          the Committee  whose  determination  as to what  adjustments  shall be
          made, and the extent thereof,  shall be final, binding and conclusive.
          No  fractional  shares of Stock  shall be issued  under the Plan or in
          connection with any such adjustment.

     (e)  Automatic Termination of Plan and Options. Notwithstanding anything to
          the contrary contained in this Section V, upon: (i) the dissolution or
          liquidation  of  the  Company,   (ii)  a  reorganization,   merger  or
          consolidation  of the Company with one or more  corporations  in which
          the  Company  is not the  surviving  corporation,  or  (iii) a sale of
          substantially  all of  the  assets  of the  Company,  the  Plan  shall
          terminate,  and any  outstanding  Options granted under the Plan shall
          terminate  on the day  before  the  consummation  of the  transaction;
          provided  that  the  Committee  shall  have  the  right,  but  not the
          obligation,  to  accelerate  the  time in  which  any  Options  may be
          exercised  prior to such a termination.  However,  the  termination of
          such  Options  shall  not occur if  provision  is made in  writing  in
          connection  with  the  transaction,  in a  manner  acceptable  to  the
          Committee,  for: (A) the  continuance  of the Plan and  assumption  of
          outstanding  Options,  (B) the  substitution  for such  Options of new
          options to purchase the stock of a successor corporation (or parent or
          subsidiary  thereof),  with  appropriate  adjustments as to number and
          kind of shares and option price or (C) other  treatment of the Options
          acceptable to the Committee. The Committee shall have the authority to
          amend this  paragraph  to provide for a  requirement  that a successor
          corporation assume any outstanding Options.

                                       31


<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)


VI.  Term of Plan.

     No Option  shall be granted  pursuant to the Plan after ten (10) years from
the  earlier of the date of  adoption of the Plan by the Board of the Company or
the  date  of  approval  by  the  Company's  shareholders.  Notwithstanding  the
foregoing,  if a longer term is  permitted  with  respect to the  duration of an
incentive  stock  option  plan under law,  the Board may extend the term of this
Plan to a term not to exceed  the  longest  term  permitted  with  respect to an
incentive stock option plan.

VII. Amendment and Termination of Plan.

     (a)  Authority to Amend and  Terminate.  The Board may,  from time to time,
          with respect to any shares at the time not subject to Options, suspend
          or  terminate  the Plan or  amend or  revise  the  terms of the  Plan;
          provided  that any  amendment  to the  Plan  shall  be  approved  by a
          majority of the shareholders of the Company if the amendment would (i)
          materially  increase or decrease the benefits accruing to participants
          under the Plan;  (ii)  increase  or  decrease  the number of shares of
          Stock which may be issued under the Plan,  except as  permitted  under
          the  provisions  of Section V above;  or (iii)  materially  modify the
          requirements as to eligibility for participation in the Plan.

     (b)  Consent of Optionholder Required. Subject to the provisions in Section
          V above,  no amendment,  suspension or termination of this Plan shall,
          without  the  consent of the  optionee,  alter or impair any rights or
          obligations under any Option granted to such optionee under the Plan.

VIII. Effective Date of Plan.

     The Plan shall become  effective upon adoption by the Board and approval by
the Company's  shareholders;  provided,  however,  that prior to approval of the
Plan by the Company's  shareholders but after adoption by the Board, Options may
be granted under the Plan subject to obtaining such approval.

IX.  Preemption by Applicable Laws and Regulations.

     Anything in the Plan or any Agreement  entered into pursuant to the Plan to
the contrary  notwithstanding,  if, at any time specified  herein or therein for
the  making  of  any  determination  with  respect  to  the  issuance  or  other
distribution  of shares of Stock,  any law,  regulation  or  requirement  of any
governmental  authority having jurisdiction in the premises shall require either
the Company or the optionee (or the optionee's beneficiary), as the case may be,
to take any action in connection  with any such  determination,  the issuance or
distribution  of such  shares  or the  making  of such  determination  shall  be
deferred until such action shall have been taken.

X.   Miscellaneous.

     (a)  Taxes and Withholding. All distributions under the Plan are subject to
          withholding of all applicable  taxes,  and the Committee may condition
          the  delivery  of any  shares  or  other  benefits  under  the Plan on
          satisfaction of the applicable withholding obligations. The Committee,
          in its discretion,  and subject to such  requirements as the Committee
          may impose prior to the  occurrence  of such  withholding,  may permit
          such withholding  obligations to be satisfied  through cash payment by
          the  optionee,  through  the  surrender  of shares  of Stock  that the
          optionee  already owns, or through the surrender of shares of Stock to
          which the optionee is otherwise entitled under the Plan.

     (b)  No  Employment  Contract.  Nothing  contained  in the  Plan  shall  be
          construed as conferring upon any optionee the right to continue in the
          employ of the Company or any of its subsidiaries.

     (c)  Employment  with  Subsidiaries.  Employment  by the  Company  for  the
          purpose of this Plan shall be deemed to include  employment by, and to
          continue  during any period in which an employee is in the  employment
          of, any subsidiary.

                                       32

<PAGE>

                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)


     (d)  No Rights as a  Shareholder.  An  optionee  shall  have no rights as a
          shareholder  with respect to shares covered by such optionee's  Option
          until the date of the  issuance  of shares  to the  optionee  upon the
          optionee's  exercise of the  Option.  No  adjustment  will be made for
          dividends or other  distributions  or rights for which the record date
          is prior to the date of such issuance.

     (e)  No Right to Corporate  Assets.  Nothing contained in the Plan shall be
          construed as giving any optionee, such optionee's beneficiaries or any
          other person any equity or other interest of any kind in any assets of
          the  Company or any  subsidiary  or  creating a trust of any kind or a
          fiduciary  relationship  of  any  kind  between  the  Company  or  any
          subsidiary  and any  such  person.  Any  optionee  shall  have  only a
          contractual  right to shares  of Stock as set forth in the  Agreement,
          unsecured by any assets of the Company or any subsidiary,  and nothing
          contained in the Plan shall  constitute a guarantee that the assets of
          the Company or any subsidiary  shall be sufficient to pay any benefits
          to any person.

     (f)  No  Restriction  on Corporate  Action.  Nothing  contained in the Plan
          shall be  construed  to prevent  the  Company or any  subsidiary  from
          taking  any  corporate  action  that is deemed by the  Company or such
          subsidiary to be appropriate or in its best interests,  whether or not
          such  action  would have an  adverse  effect on the Plan or any Option
          made under the Plan.  No optionee,  beneficiary  or other person shall
          have any claim  against the Company or any  subsidiary  as a result of
          any such action.

     (g)  Limitations on Transfer.  Except as designated by the optionee by will
          or by the laws of descent and distribution, neither an optionee nor an
          optionee's  beneficiary  shall  have  the  power  or  right  to  sell,
          exchange, pledge, transfer, assign or otherwise encumber or dispose of
          such optionee's or  beneficiary's  interest  arising under the Plan or
          any Option received under the Plan, nor shall such interest be subject
          to seizure for the payment of an  Optionee's or  beneficiary's  debts,
          judgments,  alimony,  or separate  maintenance or be  transferable  by
          operation  of law in  the  event  of an  optionee's  or  beneficiary's
          bankruptcy or insolvency  and to the extent any such interest  arising
          under the Plan or an Option  received  under the Plan is  awarded to a
          spouse  pursuant to any divorce  proceeding,  such  interest  shall be
          deemed to be  terminated  and  forfeited  notwithstanding  any vesting
          provisions or other terms herein or in the agreement  evidencing  such
          Option.

     (h)  Application  of Funds.  The proceeds  received by the Company from the
          sale of shares of Stock pursuant to the Plan shall be used for general
          corporate purposes.

     (i)  Elections in Writing. Unless otherwise specified herein, each election
          required  or  permitted  to be made by any  optionee  or other  person
          entitled to benefits under the Plan,  and any permitted  modification,
          or  revocation  thereof,  shall be in writing at such  times,  in such
          form,  and  subject  to  such   restrictions  and   limitations,   not
          inconsistent  with  the  terms of the  Plan,  as the  Committee  shall
          require.

     (j)  Governing Law; Construction. All rights and obligations under the Plan
          shall be governed by, and the Plan shall be  construed  in  accordance
          with,  the  laws  of the  State  of  Missouri  without  regard  to the
          principles  of  conflicts  of laws.  Titles and  headings  to Sections
          herein are for purposes of reference  only, and shall in no way limit,
          define or  otherwise  affect  the  meaning  or  interpretation  of any
          provisions of the Plan.

                                       33


<PAGE>

                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                    EXHIBIT 99.2 - O'Reilly Automotive, Inc.
                        2003 Director Stock Option Plan



                            O'REILLY AUTOMOTIVE, INC.
                         2003 DIRECTOR STOCK OPTION PLAN

I.   Establishment and Purpose.

     O'Reilly  Automotive,  Inc.  hereby  establishes  a stock option plan to be
named the 2003 O'Reilly Automotive, Inc. Director Stock Option Plan. The purpose
of the Plan is to provide (a) further  inducement to qualified persons to become
and remain Eligible  Directors of the Company,  and (b) additional  incentive to
Eligible Directors of the Company by encouraging them to acquire shares of Stock
upon the exercise of Options granted  hereunder in return for services  rendered
by them to the Company,  thereby increasing such Eligible Directors' proprietary
interest in the business of the Company;  thereby furthering the interest of the
Company and its shareholders.

II.  Definitions.

     (a)  "Act" means the  Securities  and Exchange Act of 1934, as amended from
          time to time.

     (b)  "Board" means the Board of Directors of the Company.

     (c)  "Code"  means the  Internal  Revenue  Code of 1986,  as amended and in
          effect from time to time.

     (d)  "Committee"  means the  Committee of the Board  consisting of not less
          than two members of the Board as the Board may appoint.

     (e)  "Company" means O'Reilly Automotive, Inc., a corporation organized and
          existing under the laws of the State of Missouri.

     (f)  "Eligible  Director"  means  a  director  of  the  Company  who is not
          otherwise  an officer or employee of the Company or of any  subsidiary
          thereof.

     (g)  "Fair Market  Value" of the Stock shall mean:  (A) if the Stock is not
          publicly traded, the amount determined by the Committee on the date of
          the  grant  of the  Option;  (B)  if the  Stock  is  not  traded  on a
          securities  exchange and not quoted on the NASDAQ,  the closing quoted
          selling  price of the  Stock on the  date of  grant of the  Option  as
          quoted in "pink  sheets"  published  by the National  Daily  Quotation
          Bureau; (C) if the Stock is not traded on a securities exchange but is
          quoted on the NASDAQ, the closing quoted selling price of the Stock on
          the  date of grant  of the  Option,  as  reported  by the Wall  Street
          Journal;  or (D) if the Stock is admitted  to trading on a  securities
          exchange, the closing quoted selling price of the Stock on the date of
          grant of the Option, as reported in the Wall Street Journal.

     (h)  "Option" means an option granted under this Plan to acquire Stock.

     (i)  "Optionee" means the person to whom an Option is granted.

     (j)  "Option Agreement" means an agreement issued to each Eligible Director
          with respect to each Option.

     (k)  "Option  Date" means the date as of which an Option is granted,  which
          shall  be  the  first   business  day  after  the  annual  meeting  of
          Shareholders of the Company .

     (l)  "NASDAQ"  means  the  National   Association  of  Securities   Dealers
          Automated Quotation System.

     (m)  "Plan" means the 2003 O'Reilly Automotive,  Inc. Director Stock Option
          Plan.

                                       34

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                    EXHIBIT 99.2 - O'Reilly Automotive, Inc.
                  2003 Director Stock Option Plan (Continued)

     (n)  "Post-Death    Representative(s)"    means    the    executor(s)    or
          administrator(s)  of the Optionee's estate or the person or persons to
          whom  the  Optionee's  rights  under  his or her  Option  pass  by the
          Optionee's will or the laws of the descent and distribution.

     (o)  "Rule  16b-3"  means  Rule 16b-3  promulgated  by the  Securities  and
          Exchange  Commission  under the Act, as amended from time to time,  or
          any successor rule.

     (p)  "Stock" means authorized and unissued shares of $0.01 per value common
          stock of the Company or reacquired shares of such common stock held in
          its treasury.

III. Administration.

     (a)  The Plan shall be  administered  by the Committee.  The members of the
          Committee shall be "Non-Employee Directors" within the meaning of Rule
          16b-3  Act,   provided,   however,   that   noncompliance   with  such
          qualifications  shall not  invalidate  any  grants of  Options  by the
          Committee.  Committee  members  may  resign at any time by  delivering
          written  notice to the  Board.  Vacancies  in the  Committee,  however
          caused,  shall be filled by the Board.  The  Committee  shall act by a
          majority of its members in office and the  Committee may act either by
          vote at a telephonic or other meeting or by a consent or other written
          instrument  signed  by all of the  members  of the  Committee.  If the
          Committee  does not exist,  or for any other reason  determined by the
          Board,  the  Board  mat take any  action  under  the Plan  that  would
          otherwise be the responsibility of the Committee.

     (b)  Subject to and not  inconsistent  with the express  provisions  of the
          Plan,  the Committee has and may exercise such powers and authority of
          the Board as may be  necessary  or  appropriate  for the  Committee to
          carry  out  its  functions  under  the  Plan.   Without  limiting  the
          generality of the foregoing,  the Committee  shall have full power and
          authority  (i) to determine all questions of fact that may arise under
          the  Plan,   (ii)  to  interpret  the  Plan  and  to  make  all  other
          determinations  necessary or advisable for the  administration  of the
          Plan and (iii) to prescribe,  amend and rescind rules and  regulations
          relating to the Plan,  including,  without limitation,  any rules that
          the Committee  determines  are necessary or appropriate to ensure that
          the Company  and the Plan will be able to comply  with all  applicable
          provisions  of  any  applicable  federal,  state  or  local  law.  All
          interpretations,  determinations  and actions by the Committee will be
          final and binding upon all persons,  including  the Company,  Eligible
          Directors and Optionees.

IV.  Shares Subject to the Plan.

     (a)  Subject to the provisions of Section 10 hereof, the Stock which may be
          issued  pursuant  to the  exercise of Options  granted  under the Plan
          shall not exceed in the aggregate  200,000  shares of Stock,  plus all
          shares  authorized  under  the 1993  Director  Stock  Option  Plan not
          covered by an option on the date such plan expires.

     (b)  At any time during the existence of the Plan,  there shall be reserved
          for issuance  upon the exercise of Options  granted  under the Plan an
          amount of Stock  (subject  to  adjustment  as  provided  in Section 10
          hereof) equal to the total number of share then  issuable  pursuant to
          all such Option  grants which shall have been made prior to such time.
          The Company in its discretion  may use  reacquired  shares held in the
          treasury in lieu of authorized but unissued shares.

     (c)  If an Option terminates, in whole or in part, by expiration or for any
          other reason  except  exercise of such Option,  the shares  previously
          reserved  for  issuance  upon  grant  of the  Option  shall  again  be
          available  for issuance as if such shares had never been subject to an
          Option.

V.  Granting of Options.

     (a)  Each  person who is an  Eligible  Director  on the  Option  Date shall
          receive  Options  to  acquire  10,000  shares  of Stock at a per share
          purchase  price equal to the per share Fair Market  Value of the Stock
          on the Option Date, provided,  however, that no grant shall be made to
          any Eligible  Director who is first  elected a director of the Company
          at the annual meeting of the  shareholders  immediately  preceding the
          Board meeting on the Option Date.

     (b)  Each Eligible  Director may also be granted  Options from time to time
          upon approval by the full Board.

                                       35

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                    EXHIBIT 99.2 - O'Reilly Automotive, Inc.
                  2003 Director Stock Option Plan (Continued)

          (c)  All  Options  granted  under the Plan  shall be  granted as of an
               Option Date.  Promptly  after each Option Date, the Company shall
               notify the  Optionee of the grant of the  Option,  and shall hand
               deliver  or  mail  to the  Optionee  an  Option  Agreement,  duly
               executed by and on behalf of the  Company,  with the request that
               the  Optionee  execute  and return the  Option  Agreement  within
               thirty days after the Option Date. If the Optionee  shall fail to
               execute  and return the  written  Option  Agreement  within  said
               thirty-day  period,  his or her  Option  shall  be  automatically
               terminated,   except  that  if  the  Optionee  dies  within  said
               thirty-day  period,  such  Option  Agreement  shall be  effective
               notwithstanding  the fact  that it has not been  signed  prior to
               death.

     (d)  Options  granted  under the Plan will not be incentive  stock  options
          within the meaning of Section 422 of the Code.

VI.  Terms of Options.

Notwithstanding  any other provision of the Plan, each Option shall be evidenced
by an Option Agreement, which shall include the substance of the following terms
and conditions:

     (a)  The option price for each share of Stock covered by an Option shall be
          an amount  equal to 100% of the Fair Market  Value of a share of Stock
          on the Option Date of such Option.

     (b)  The  Option by its terms  shall not be  transferable  by the  Optionee
          otherwise than by will or by the laws of descent and  distribution  or
          pursuant to a  qualified  domestic  relations  order as defined by the
          Code or regulations thereunder.  The designation of a beneficiary does
          not constitute a transfer. The Option shall be exercisable, during the
          Optionee's lifetime, only by the Optionee.

     (c)  The Option by its terms shall be immediately  exercisable as to any or
          all shares and may be exercised at any time and from time to time.

     (d)  Each  Option  granted  under  the  Plan  and  all  unexercised  rights
          thereunder shall expire automatically upon the earlier of (i) the date
          on which an  Optionee  ceases  to hold  office  as a  director  of the
          Company for any reason  other than  retirement,  death or  disability,
          (ii) the date that is three months following the effective date of the
          Optionee's  retirement from service on the Board,  (iii) the date that
          is one year following the date on which the Optionee's  service on the
          Board of Directors of the Company  ceases due to death or  disability,
          and (iv) the seventh anniversary date of the Option date.

VII. No Right to Remain a Director.

The grant of an Option  shall not  create any right in any person to remain as a
director of the Company.

VIII. Exercise of Options.

     (a)  An Option may be exercised in whole or in part except as otherwise may
          be provided in the Option  Agreement,  by giving written notice to the
          Company  stating the number of shares of Stock for which the Option is
          being  exercised,  accompanied  by  payment  in full of the  aggregate
          purchase price for the shares of Stock being purchased. Payment of the
          aggregate  purchase  price for the  shares of Stock may be made (i) in
          cash or by check  payable and  acceptable  to the Company for the full
          amount of the  purchase  price of the shares with respect to which the
          Option is  exercised,  (ii) subject to the approval of the  Committee,
          upon  delivery to the  Company on the  exercise  date of  certificates
          representing  shares of Stock,  owned by the  Optionee for longer than
          six months and registered in the Optionee's name, having a Fair Market
          Value  on the date of such  exercise  and  delivery  equal to the full
          amount of the  purchase  price of the shares with respect to which the
          Option is  exercised,  (iii) at the  Optionee's  written  request  and
          subject to the approval of the Committee and to such  instructions  as
          the Committee  may specify,  in  accordance  with a cashless  exercise
          program pursuant to which the Company may deliver certificates for the
          shares of Stock for which the  Option is being  exercised  to a broker
          for sale on behalf of the  Optionee,  provided  that the  Optionee has
          irrevocably instructed such broker to remit directly to the Company on
          the Optionee's  behalf the full amount of such purchase price from the
          proceeds  of such  sale,  or (iv) a  combination  of (i) and (ii) that
          collectively  equals  the full  amount  of the  purchase  price of the
          shares with respect to which the Option is exercised.

     (b)  An  Optionee  shall  have  none of the  rights of a  shareholder  with
          respect to shares of Stock  subject to his or her Option  until shares
          of Stock  are  issued  to him or her upon the  exercise  of his or her
          Option.

                                       36

<PAGE>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                    EXHIBIT 99.2 - O'Reilly Automotive, Inc.
                  2003 Director Stock Option Plan (Continued)

IX.  General Provisions.

The Company shall not be required to issue or deliver any certificate for shares
of Stock to an Optionee upon the exercise of his or her Option:

     (a)  Prior to (i) if requested by the Company,  the filing with the Company
          by the  Optionee  or the  Optionee's  Post-Death  Representative  of a
          representation in writing that at the time of such exercise that it is
          his or her then present intention to acquire the shares of Stock being
          purchased  for  investment  and  not  for  resale,   and/or  (ii)  the
          completion of any  registration or other  qualification of such shares
          of Stock  under any state or  federal  securities  laws or  rulings or
          regulations  of any  governmental  regulatory  body which the  Company
          shall determine to be necessary or advisable; and

     (b)  Unless such issuance or delivery would comply with all applicable laws
          and the applicable requirements of any securities exchange, the NASDAQ
          or similar entity.

X.  Adjustment Provisions.

     (a)  The existence of the Plan and the Options granted  hereunder shall not
          affect in any way the right or power of the Board or the  shareholders
          of the Company to make or authorize any adjustment,  recapitalization,
          reorganization  or other change in the Company's  capital structure or
          its business,  any merger or consolidation of the Company with or into
          another entity, any issuance of bonds, debentures,  preferred or prior
          preference  stocks  ahead of or  affecting  the  Stock  or the  rights
          thereof, the dissolution or liquidation of the Company for any sale or
          transfer  of all or any part of its assets or  business,  or any other
          corporate act or proceeding.

     (b)  The shares with respect to which  Options may be granted are shares of
          Stock as presently constituted. If, however, the number of outstanding
          shares  of Stock  are  increased  or  decreased,  or such  shares  are
          exchanged  for a different  number or kind of shares or  securities of
          the  Company  through  a  reorganization,   merger,  recapitalization,
          reclassification,  stock  dividend,  stock split,  number of shares of
          Stock  subject to the Plan as  provided  in Section 4 hereof,  and the
          shares of Stock subject to issuance  under  outstanding  Options under
          the Plan shall be appropriately  and  proportionately  adjusted by the
          Committee.  Any such adjustment in an outstanding Option shall be made
          without  change in the  aggregate  purchase  price  applicable  to the
          unexercised  portion of the Option but with an appropriate  adjustment
          in the price for each share or other unit of any  security  covered by
          the Option.

     (c)  Except  as may  otherwise  be  expressly  provided  in the  Plan,  the
          issuance  by the  Company of shares of  capital  stock of any class or
          securities  convertible  into shares of capital stock of any class for
          cash, property, labor or services, upon direct sale, upon the exercise
          of rights or warrants to subscribe  therefor,  or upon  conversion  of
          shares or obligations of the Company  convertible  into such shares of
          capital  stock or other  securities,  and in any case  such  shares of
          capital stock or other securities,  and in any case whether or not for
          fair value,  shall not affect,  and no  adjustment  by reason  thereof
          shall be made with respect to, the number of shares of Stock available
          under  the Plan or  subject  to  Options  theretofore  granted  or the
          purchase price per share with respect to outstanding Options.

     (d)  Adjustments  under  this  Section  10 be made by the  Committee  whose
          determination  as to what  adjustments  shall be made,  and the extent
          thereof, shall be final, binding and conclusive.  No fractional shares
          of Stock shall be issued under the Plan or in connection with any such
          adjustment.

     (e)  Notwithstanding anything to the contrary contained in this Section 10,
          upon:  (i) the  dissolution  or  liquidation  of the  Company,  (ii) a
          reorganization,  merger or  consolidation  of the Company  with one or
          more   corporations   in  which  the  Company  is  not  the  surviving
          corporation, or (iii) a sale of substantially all of the assets of the
          Company, the Plan shall terminate, and any outstanding Options granted
          under the Plan shall  terminate on the day before the  consummation of
          the transaction; provided that the Committee shall have the right, but
          not the obligation, to accelerate the time in which any Options may be
          exercised  prior to such a termination.  However,  the  termination of
          such  Options  shall  not occur if  provision  is made in  writing  in
          connection  with  the  transaction,  in a  manner  acceptable  to  the
          Committee,  for: (A) the  continuance  of the Plan and  assumption  of
          outstanding  Options,  (B) the  substitution  for such  Options of new
          options to purchase the stock of a successor corporation (or parent or
          subsidiary  thereof),  with  appropriate  adjustments as to number and
          kind of shares and option price, or (C) other treatment of the Options
          acceptable to the Committee. The Committee shall have the authority to
          amend this  paragraph  to provide for a  requirement  that a successor
          corporation assume any outstanding Options.

                                       37
<PAGE>

                   O'REILLY AUTOMOTIVE, INC.AND SUBSIDIARIES
                    EXHIBIT 99.2 - O'Reilly Automotive, Inc.
                   2003 Director Stock Option Plan (Continued)

XI.  Duration, Amendment and Termination.

     (a)  The Board may at any time  terminate the Plan or make such  amendments
          thereof as it shall deem  advisable  and in the best  interests of the
          Company, without further action on the part of the shareholders of the
          Company;  provided,  however,  that no such  termination  or amendment
          shall, without the consent of the Optionee, adversely affect or impair
          the rights of such Optionee,  and provided further,  that no amendment
          requiring  shareholder  approval in order to meet the  requirements of
          Rule 16b-3  shall be  effective  unless such  shareholder  approval is
          obtained,  and  provided,  further  that the  provisions  relating  to
          eligible  persons,  the  amount  and price of awards and the timing of
          awards  may not be amended  more than once every six months  except to
          comport  with changes in the Code or the  Employee  Retirement  Income
          Security Act of 1974, or the rules  thereunder.  (b) The period during
          which Options may be granted under the Plan shall  terminate on May 6,
          2013,  unless the Plan earlier shall have been  terminated as provided
          above.

XII. Withholding.

     The  Company  shall  have the right to  deduct  from  payments  of any kind
          otherwise due to the Optionee any federal, state or local taxes of any
          kind  required by law to be withheld with respect to any shares issued
          upon exercise of Options under the Plan.

XIII. Shareholder Approval.

The Plan shall become  effective  upon adoption by the Board and approval by the
Company's shareholders; provided, however, that prior to approval of the Plan by
the  Company's  shareholders  but after  adoption  by the Board,  Options may be
granted under the Plan subject to obtaining such approval.

                                       38
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{"company-data": {"conformed-name": "O REILLY AUTOMOTIVE INC", "cik": "0000898173", "assigned-sic": "5531", "irs-number": "440618012", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111976", "film-number": "04530154"}, "business-address": {"street1": "233 S PATTERSON", "city": "SPRINGFIELD", "state": "MO", "zip": "65802", "phone": "4178622674"}, "mail-address": {"street1": "233 SOUTH PATTERSON", "city": "SPRINGFIELD", "state": "MO", "zip": "65802"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2004

                                                   Registration No. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                          _____________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            O'REILLY AUTOMOTIVE, INC.
                  ____________________________________________
             (Exact Name of Registrant as Specified in its Charter)

        Missouri                                    44-0618012

    __________________                         ___________________________
(State of Other Jurisdiction of                          (I.R.S.
 Incorporation or Organization)                Employer Identification No.)

   233 South Patterson
  Springfield, Missouri                                 65802
__________________________                   ___________________________
 (Address of Principal                               (Zip Code)
   Executive Offices)

            O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan
            O'Reilly Automotive, Inc. 2003 Director Stock Option Plan
            O'Reilly Automotive, Inc. 1993 Employee Stock Option Plan
                  O'Reilly Automotive, Inc. Stock Purchase Plan
           ___________________________________________________________
                            (Full Title of the Plan)

                                David E. O'Reilly
                      President and Chief Executive Officer
                            O'Reilly Automotive, Inc.
                               233 South Patterson
                           Springfield, Missouri 65802
          ____________________________________________________________
                     (Name and Address of Agent for Service)

                                  (417)862-6708
          ____________________________________________________________
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                        Copies of All Correspondence to:
                             Robert H. Wexler, Esq.
                         Gallop, Johnson & Neuman, L.C.
                             Interco Corporate Tower
                        101 South Hanley Road, Suite 1600
                            St.Louis, Missouri 63105

-------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Amount to be   Proposed maximum offering       Proposed maximum         Amount of
  Title of securities to be registered     registered (1)(5)     price per share (2)      aggregate offering price  registration fee
-----------------------------------------  ----------------  --------------------------  ------------------------  ----------------
Common Stock $.01 par value per share         6,500,000              $36.95                      $240,175,000         $19,430.16
(and associated Preferred Stock Purchase
Rights) (3) (4)
-----------------------------------------  --------------  --------------------------  ------------------------  ----------------
(1)  Represents maximum number of additional shares available for issuance under
     the stock plans covered hereby.

(2)  Estimated solely for the purpose of calculating the registration  fee. Such
     estimate  has been  calculated  in  accordance  with Rule 457(h)  under the
     Securities  Act of 1933 and is based  upon the  average of the high and low
     prices  per  share of the  Registrant's  Common  Stock as  reported  by the
     National  Association of Securities  Dealers Automated  Quotation  National
     Market System on January 9, 2004.

(3)  Each share of common stock also represents one common stock purchase right.
     Common stock purchase  rights cannot trade  separately  from the underlying
     common stock and,  therefore,  do not carry a separate price or necessitate
     an additional fee.

(4)  Of the 6,500,000 shares of common stock registered,  4,000,000 shares, with
     a  proposed  maximum  aggregate  offering  price of  $147,800,000  shall be
     offered  pursuant to the 2003 Employee Stock Option Plan,  200,000  shares,
     with a proposed maximum  aggregate  offering price of $7,390,000,  shall be
     offered  pursuant to the 2003 Director Stock Option Plan,  300,000,  with a
     proposed maximum  aggregate  offering price of $11,085,000 shall be offered
     pursuant to the Stock Purchase Plan and 2,000,000  with a proposed  maximum
     aggregate  offering price of $73,900,000  are issuable upon the vesting and
     exercise of options granted under the 1993 Employee Stock Option Plan.

(5)  Pursuant  to Rule 416(a) of the  Securities  Act of 1933,  as amended  (the
     "Act"),  this  registration  statement shall be deemed to cover  additional
     shares that may be issued to adjust the number of shares issued pursuant to
     stock option plans as a result of any future stock split, stock dividend or
     other  similar  adjustment  of the  outstanding  shares of common  stock of
     O'Reilly  Automotive,  Inc.
2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents  filed by the  Registrant  with the Securities and
Exchange Commission are incorporated herein by reference:

(a)  The  Registrant's  Annual Report on Form 10-K,  for the year ended December
     31, 2002;

(b)  The Registrant's  Quarterly  Reports on Form 10-Q for the quarterly periods
     ended  March 31,  2003,  June 30,  2003 and  September  30,  2003,  and the
     Registrant's  Current  Reports  on Form 8-K  filed  on  October  31,  2003,
     November 12, 2003 and November 19, 2003;

(c)  The description of the Registrant's  common stock which is contained in the
     Registrant's  Registration  Statement  on Form  S-1  (File  No.  33-58948),
     including  any  amendment or report filed for the purpose of updating  such
     description; and

(d)  The description of the  Registrant's  Preferred Stock Purchase Rights which
     is contained in the Registrant's  Registration  Statement on Form 8-A (File
     No. 000-21318) filed on June 3, 2002.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment that indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in the  registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded  for purposes of this
registration  statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  in any other  subsequently  filed  document  which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Sections 351.355(1) and (2) of The General and Business  Corporation Law of
Missouri (the "Act")  provides  that a corporation  may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the corporation, by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe his conduct was unlawful, except
that no person shall be indemnified as to any claim, issue or matter as to which
such person shall have been  adjudged to be liable for  negligence or misconduct
in the performance of his duty to the corporation  unless and only to the extent
that  the  court  in which  the  action  or suit  was  brought  determines  upon
application  that,  despite the  adjudication  of  liability  and in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses that the court deems proper.

                                       3
Section  351.355(3) of the Act provides that, except as otherwise  provided
in the  corporation's  articles of incorporation or bylaws, to the extent that a
director,  officer,  employee or agent of the corporation has been successful in
the defense of any such action, suit or proceeding referred to in subsection (1)
or (2) of any claim,  issue or matter therein,  he shall be indemnified  against
expenses,  including attorney's fees, actually and reasonably incurred by him in
connection with such action,  suit or proceeding.  Section 351.355(7) of the Act
provides that a corporation may provide additional indemnification to any person
indemnifiable   under   subsection   (1)  or  (2),   provided  such   additional
indemnification is authorized by the corporation's  articles of incorporation or
an  amendment  thereto  or by a  shareholder-approved  bylaw or  agreement,  and
provided  further that no person shall thereby be  indemnified  against  conduct
that was  finally  adjudged  to have  been  knowingly  fraudulent,  deliberately
dishonest or willful misconduct.

     Article IX of the  Registrant's  Restated  Articles  of  Incorporation,  as
amended (the "Articles of  Incorporation")  permits the Registrant to enter into
agreements with its directors,  officers,  employees and agents,  providing such
indemnification  as deemed  appropriate,  up to the maximum extent  permitted by
law.  Article IX of the Restated  Articles of  Incorporation  of the  Registrant
provides  that the  Registrant  shall  extend  to its  directors  and  executive
officers the indemnification specified in subsections (1) and (2) of the Act and
the additional  indemnification authorized in subsection (7) of the Act and that
it may extend to other officers,  employees and agents such  indemnification and
additional indemnification.

     In  addition,  Article XI of the Articles of  Incorporation  states that no
director of the Registrant  shall be personally  liable to the Registrant or its
shareholders  for monetary damages for breach of fiduciary duty by such director
as a director, but it does not eliminate or limit the liability of a director to
the extent  provided by applicable law (i) for any breach of the director's duty
of loyalty to the Registrant or its shareholders, (ii) for acts or omissions not
in subjective  good faith or which involve  intentional  misconduct or a knowing
violation  of law,  (iii)  under  Section  351.345  of the Act,  or (iv) for any
transaction from which the director  derived an improper  personal  benefit.  No
amendment  or  repeal  of  Article  XI will  apply to or have any  effect on the
liability or alleged  liability of any  director of the  Registrant  for or with
respect to any acts or omissions  of such  director  prior to such  amendment or
repeal.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits
EXHIBIT INDEX
Exhibit
Number    Description
-------   -----------
4.1  Restated  Articles of  Incorporation of the Registrant,  as amended,  filed
     herewith.

4.2  Amended and Restated Bylaws of the Registrant, as amended, filed as Exhibit
     3.2 to the  Registrant's  current  report on Form 8-K filed on November 12,
     2003, are incorporated herein by reference.

4.3  Rights  Agreement,  dated as of May 7, 2002,  between O'Reilly  Automotive,
     Inc. and UMB Bank, N.A., as Rights Agent, including the form of Certificate
     of  Designation,  Preferences  and  Rights as Exhibit A, the form of Rights
     Certificates  as Exhibit B and the Summary of Rights as Exhibit C, filed as
     Exhibit  4.2 to the  Registrant's  Current  Report on Form 8-K dated May 8,
     2002, is incorporated herein by this reference.

5.1  Opinion of Gallop, Johnson & Neuman, L.C., filed herewith.

23.1 Consent of Ernst & Young LLP, filed herewith.

23.2 Consent of Gallop,  Johnson & Neuman,  L.C., included in Exhibit 5.1, filed
     herewith.

24   Power  of  Attorney   (included  on  signature  page  of  the  registration
     statement).
4
99.1 O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan.

99.2 O'Reilly Automotive, Inc. 2003 Director Stock Option Plan.

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration  statement is on Form S-3 or Form S-8, and the information
     required to be included in a  post-effective  amendment by those paragraphs
     is contained in periodic  reports filed with or furnished to the Commission
     by the registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the registration
     statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                       5
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the city of Springfield,  state of Missouri,  on January 16,
2004.

                                                     O'REILLY AUTOMOTIVE, INC.

                                                  By:/s/ David E. O'Reilly
                                                  ------------------------------
                                                  David E. O'Reilly
                                                  Co-Chairman of the Board and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned  officers and directors of O'Reilly  Automotive,  Inc.,
hereby severally and individually  constitute and appoint David E. O'Reilly, the
true and lawful  attorney and agent of each of us to execute in the name,  place
and stead of each of us (individually  and in any capacity stated below) any and
all amendments to this  Registration  Statement on Form S-8 and all  instruments
necessary  or advisable in  connection  therewith  and to file the same with the
Securities and Exchange Commission, said attorney and agent to have the power to
act and to have full power and  authority  to do and  perform in the name and on
behalf of each of the undersigned every act whatsoever necessary or advisable to
be done in the  premises as fully and to all intents and  purposes as any of the
undersigned  might or could do in person,  and we hereby  ratify and confirm our
signatures  as they may be signed by our said  attorney and agent to any and all
such amendments and instruments.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Name                                                Title                                    Date
----------------------------       -------------------------------------------------        -----------------
/s/ David E. O'Reilly              Co-Chairman of the Board, Chief Executive                January 16, 2004
----------------------------       Officer and Director (principal executive officer)

David E. O'Reilly

/s/ Lawrence P. O'Reilly           Co-Chairman of the Board and Director                    January 16, 2004
----------------------------
Lawrence P. O'Reilly

/s/ Charles H. O'Reilly, Jr.       Vice-Chairman of the Board and Director                  January 16, 2004
----------------------------
Charles H. O'Reilly, Jr.

/s/ Rosalie O'Reilly Wooten        Director                                                 January 16, 2004
----------------------------
Rosalie O'Reilly Wooten

/s/ James R. Batten                Executive Vice-President of Finance, Chief               January 16, 2004
----------------------------       Financial Officer and Treasurer (principal
James R. Batten                    financial officer)

/s/ Joe C. Greene                  Director                                                 January 16, 2004
----------------------------
Joe C. Green

/s/ Jay D. Burchfield              Director                                                 January 16, 2004
----------------------------
Jay D. Burchfield

/s/ Paul R. Lederer                Director                                                 January 16, 2004
----------------------------
Paul R. Lederer
6
/s/ John Murphy                    Director                                                 January 16, 2004
----------------------------
John Murphy

/s/ Ronald Rashkow                 Director                                                 January 16, 2004
----------------------------
Ronald Rashkow

                                       7
FORM S-8

                            O'REILLY AUTOMOTIVE, INC.

                                  EXHIBIT INDEX
Exhibit
Number       Description                                                                 Page
-------    ----------------                                                              ----
4.1  Restated  Articles of  Incorporation of the Registrant,  as amended,  filed
     herewith............................................................................   9

4.2  Amended and Restated Bylaws of the Registrant,  filed as Exhibit 3.2 to the
     Registrant's  current  report on Form 8-K filed on November 12,  2003,  are
     incorporated herein by reference....................................................  NA

4.3  Rights  Agreement,  dated as of May 7, 2002,  between O'Reilly  Automotive,
     Inc. and UMB Bank, N.A., as Rights Agent, including the form of Certificate
     of  Designation,  Preferences  and  Rights as Exhibit A, the form of Rights
     Certificates  as Exhibit B and the Summary of Rights as Exhibit C, filed as
     Exhibit  4.2 to the  Registrant's  Current  Report on Form 8-K dated May 8,
     2002, is incorporated herein by this reference......................................  NA

5.1  Opinion of Gallop, Johnson & Neuman, L.C., filed  herewith..........................  25

23.1 Consent of Ernst & Young LLP, filed herewith........................................  26

23.2 Consent of Gallop,  Johnson & Neuman,  L.C., included in Exhibit 5.1, filed
     herewith............................................................................. 25

24   Power  of  Attorney   (included  on  signature  page  of  the  registration
     statement)..........................................................................   6

99.1 O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan...........................  27

99.2 O'Reilly Automotive, Inc. 2003 Director Stock Option Plan...........................  34
8
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                EXHIBIT 4.1 - Restated Articles of Incorporation

                                    RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                            O'REILLY AUTOMOTIVE, INC.

     Pursuant to the provisions of the General and Business  Corporation  Law of
Missouri,  we, the undersigned  officers of O'Reilly  Automotive,  Inc.,  hereby
execute the following Restated Articles of Incorporation of said corporation and
state that the  Restated  Articles  of  Incorporation  set forth below have been
adopted by action  duly taken  pursuant to Section  351.106,  R.S.Mo.  1986,  as
amended (by the vote in favor  thereof by a majority of the  outstanding  shares
entitled to vote).  The original  Articles of  Incorporation  of the corporation
were filed in the office of the Missouri  Secretary of State on August 15, 1957.
The name under which the  corporation  was originally  organized was Springfield
Supply and Motor Parts,  Inc. The incorporators of the corporation and the place
of residence of each at the time of incorporation were George N. Lockridge, 6617
Wenonga Terrace, Kansas City, Missouri; Russell W. Baker, 417 West 59th Terrace,
Kansas City, Missouri; and Daniel McDonald, 5441 Chadwick,  Kansas City, Kansas.
These Restated Articles of Incorporation  correctly set forth without change the
corresponding  provisions of the Articles of Incorporation of the corporation as
heretofore amended, and supersede the original Articles of Incorporation and all
amendments thereto.

                                    ARTICLE I

     The name of this corporation is "O'Reilly Automotive, Inc."

                                   ARTICLE II

     The address of the corporation's registered office in the State of Missouri
is 233 South Patterson,  Box 1156, Springfield,  Missouri, 65805 and the name of
its registered agent is C. H. O'Reilly.

                                   ARTICLE III

(a)  The aggregate number,  class, and par value of shares which the corporation
     shall have the authority to issue shall be thirty-five million (35,000,000)
     shares,  which shall include thirty million  (30,000,000)  shares of common
     stock  having a par value of one cent  ($.01)  per  share and five  million
     (5,000,000) shares of preferred stock having a par value of one cent ($.01)
     per share.

(b)  Upon the  effectiveness of this Amendment to the Articles of Incorporation,
     and  without  any  further  action  on the part of the  corporation  or its
     shareholders,  each share of common stock, par value $0.50 per share,  then
     issued and  outstanding  shall be changed and  reclassified  into 120.15353
     fully paid and  non-assessable  shares of common stock, par value $0.01 per
     share,  and holders of shares of common stock,  par value $0.50,  shall for
     all purposes be deemed holders of the number of shares of common stock, par
     value $0.01 per share,  into which such shares  shall have been changed and
     reclassified;  provided,  that no fractional  shares of common  stock,  par
     value 0.01 per  share,  shall be issued  pursuant  to such  change,  and an
     amount  of cash  equal to the  value  of any  fractional  interest  created
     thereby,  based upon a  valuation  of $15.00 per share,  shall be paid to a
     shareholder  in lieu  thereof.  To reflect the change and  reclassification
     provided above, each certificate  representing  shares of common stock, par
     value $0.50 per share, theretofore issued and outstanding shall, as soon as
     practicable  after the effective date of this Amendment,  be surrendered to
     the corporation,  which as soon as practicable thereafter shall issue a new
     certificate  representing  the number of whole shares of common stock,  par
     value  $0.01 per  share,  equal to  120.15353  times  the  number of shares
     theretofore held.

(c)  The voting power of the  corporation  shall be vested in the holders of the
     common  stock,  who shall be entitled to one vote per share of common stock
     on all  matters  to be voted on by the  shareholders,  except to the extent
     voting rights are determined for holders of preferred stock by the Board of
     Directors in accordance with part (e) of this Article III.

                                       9
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

(d)  The Board of Directors  may cause shares of preferred  stock to issued from
     time to time,  in one or more series and for such  consideration  (not less
     than  the par  value  of such  shares  to be so  issued)  as the  Board  of
     Directors may determine from time to time.

(e)  The Board of Directors  shall determine the relative  rights,  preferences,
     and limitations of each series of preferred stock  established  pursuant to
     part (d) of this Article III, including, but not limited to, the following:

     (i)  the number of shares  constituting  that  series  and its  distinctive
          designation;

     (ii) the dividend rate whether  dividends shall be cumulative,  and, if so,
          from which date or dates and the relative rights of priority,  if any,
          of the payment of dividends on shares of that series;

     (iii)whether  that  series  shall have  voting  rights in  addition  to the
          voting  rights  provided by law,  and, if so, the terms of such voting
          rights;

     (iv) whether that series shall have conversion privileges,  and, if so, the
          terms and  conditions  of such  conversion  privileges,  including the
          designation of the securities into which such series may be converted,
          the  conversion  rate, and provisions for adjustment of the conversion
          rate upon the  occurrence  of such  events  as the Board of  Directors
          shall determine;

     (v)  whether or not the shares of the series shall be  redeemable,  and, if
          so, the terms and conditions of such redemption, including the date or
          dates upon or after which they shall be redeemable, and the amount per
          share  payable  in case of  redemption,  which  amount  may vary under
          different conditions and at different redemption dates;

     (vi) whether  the  corporation  shall  establish  a  sinking  fund  for the
          redemption or purchase of shares of that series, and, if so, the terms
          and amount of such sinking fund; and

     (vii)the rights of the shares of that series in the event of the  voluntary
          or  involuntary   liquidation,   dissolution  or  winding  up  of  the
          corporation,  and the relative rights of priority,  if any, of payment
          of shares of that series.

(f)  No  holder  of any  share of stock or other  security  of the  corporation,
     either now or hereafter  authorized or issued,  shall have any preferential
     or  preemptive  right to  acquire  additional  shares of stock or any other
     security  of the  corporation  other  than  such,  if any,  as the Board of
     Directors may in its discretion from time to time determine pursuant to the
     authority conferred by these Articles of Incorporation of the corporation.

(g)  There shall be no right to cumulative voting in the election of directors.

(h)  Except as otherwise required by The General and Business Corporation Law of
     Missouri,  whenever the holders of shares of stock of the corporation shall
     be entitled to vote as a class with respect to any matter,  the affirmative
     vote of a  majority  of the  outstanding  shares  of such  class  shall  be
     required to constitute the act of such class.

                                   ARTICLE IV

     The number of  directors  of the  corporation  shall be that number that is
fixed by, or in the manner provided in, the Bylaws of the corporation; provided,
however,  that the number of directors of the corporation shall not be less than
three.  Any changes in the number of directors shall be reported to the Missouri
Secretary of State within thirty (30)  calendar  days of such change.  Directors
need not be  shareholders  of the  corporation.  The Board of Directors shall be
divided into three classes,  as nearly equal in number as possible,  which shall
be  designated  Class I, Class II and Class III.  The term of office the initial
Class I directors  shall expire at the annual  meeting of  shareholders  held in
1994;  the term of office of the initial Class II directors  shall expire at the
annual  meeting  of  shareholders  held in 1995;  and the term of  office of the
initial Class III directors  shall expire at the annual meeting of  shareholders
held in 1996.  At each  annual  meeting of  shareholders  held after  1993,  the
directors  elected to succeed those whose terms then expire shall be elected for
a term of three  (3)  years  expiring  at the third  succeeding  annual  meeting
thereafter.

                                       10
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

If the number of directors is changed, any increase or decrease in the number of
directors shall be apportioned among the classes so that the number of directors
in each class remains as nearly equal as possible.  As used in these Articles of
Incorporation,  the  term  "entire  Board  of  Directors"  means  the  directors
comprising  all three  classes  into  which the Board of  Directors  has been so
divided.  Subject to the rights,  if any, of the holders of any class of capital
stock of the corporation other than common stock then outstanding, any vacancies
in the Board of Directors  that occur for any reason prior to the  expiration of
the term of office of the class in which the vacancy occurs, including vacancies
that occur by reason of an increase in the number of directors,  shall be filled
only by the Board of Directors  of the  corporation,  acting by the  affirmative
vote of a majority of the remaining  directors then in office (even if less than
a quorum).

                                    ARTICLE V

The  corporation  shall continue in perpetual  existence or until  dissolved and
liquidated according to law.

                                   ARTICLE VI

The  corporation  is  formed  for the  following  purposes  and  shall  have the
following powers:

(a)  to distribute  and sell  automotive  aftermarket  parts,  products,  tools,
     supplies, equipment, and accessories (collectively,  "Automotive Products")
     to  all  segments  of  the  marketplace,   including,  without  limitation,
     mechanics,  automobile repair shops, automobile dealers, fleet owners, mass
     and general  merchandisers,  retail and all other  consumers of  Automotive
     Products,  and in  furtherance  thereof,  to operate  retail stores selling
     Automotive  Products  to the  public,  and to do all  things  necessary  or
     desirable in furtherance of the foregoing activities; and

(b)  to do all other things permitted of corporations pursuant to the provisions
     of The General and Business  Corporation  Law of Missouri,  as amended from
     time to time.

                                   ARTICLE VII

     A special meeting of the  shareholders may be called only by: (i) the Board
of  Directors  pursuant to a  resolution  adopted by the  affirmative  vote of a
majority of the entire Board of Directors;  (ii) the Chief Executive  Officer of
the corporation;  or (iii) the Chief Operating  Officer of the  corporation.  At
such special meeting of shareholders, only such business shall be conducted, and
only  such  proposals  shall be acted  upon,  as were  specified  in the  notice
thereof.

                                  ARTICLE VIII

     The  provisions of Section  351.407 or any other section of The General and
Business  Corporation  Law of  Missouri  limiting  the voting  rights of control
shares of public  corporations  that are acquired in a control share acquisition
shall not apply to control share acquisitions of shares of the corporation.

                                   ARTICLE IX

(a)  The  corporation  may indemnify  any person  (other than a party  plaintiff
     suing on his own behalf or in the right of the corporation) who was or is a
     party or is  threatened  to be made a party to any  threatened,  pending or
     completed   action,   suit,  or  proceeding,   whether   civil,   criminal,
     administrative or investigative, other than an action by or in the right of
     the  corporation,  by  reason  of the fact  that  such  person  is or was a
     director,  officer,  employee  or  agent of the  corporation,  or is or was
     serving at the request of the corporation as a director,  officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise,  against expenses,  including attorneys' fees, judgments, fines
     and amounts paid in  settlement  actually and  reasonably  incurred by such
     person in connection  with such action,  suit, or proceeding if such person
     acted in good faith and in a manner he or she reasonably  believed to be in
     or not opposed to the best interests of the  corporation,  and with respect
     to any criminal  action or proceeding,  had no reasonable  cause to believe
     his or her conduct was unlawful.  The  termination of any action,  suit, or
     proceeding by judgment,  order, settlement,  conviction,  or upon a plea of
     nolo  contendere  or  its  equivalent,  shall  not,  of  itself,  create  a
     presumption that the person did not act in good faith and in a manner which
     he or she reasonably believed to be in or not opposed to the best interests
     of the corporation, and, with respect to any criminal action or proceeding,
     had reasonable cause to believe that his or her conduct was unlawful.

                                       11
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

Indemnification  under  this  part (a) of  Article  IX shall be  mandatory  with
respect to any action taken by a person in such person's  capacity as a director
of this corporation that would otherwise be indemnifiable under this part (a) at
the discretion of this corporation.

(b)  The  corporation  may indemnify  any person  (other than a party  plaintiff
     suing on such person's own behalf or in right of the  corporation)  who was
     or is a  party  or is  threatened  to be made a  party  to any  threatened,
     pending or completed  action or suit by or in the right of the  corporation
     to procure a judgment  in its favor by reason of the fact that such  person
     is or was a director,  officer, employee or agent of the corporation, or is
     or was serving at the request of the  corporation  as a director,  officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other  enterprise  against  expenses,  including  attorneys'  fees,  and
     amounts paid in settlement  actually and reasonably  incurred by him or her
     in connection  with the defense or settlement of the action or suit if such
     person acted in good faith and in a manner he or she reasonably believed to
     be in or not opposed to the best interests of the corporation;  except that
     no  indemnification  shall be made in respect of any claim, issue or matter
     as to  which  such  person  shall  have  been  adjudged  to be  liable  for
     negligence  or  misconduct  in the  performance  of his or her  duty to the
     corporation  unless  and only to the  extent  that the  court in which  the
     action or suit was brought  determines upon application  that,  despite the
     adjudication of liability and in view of all the circumstances of the case,
     the person is fairly and reasonably entitled to indemnity for such expenses
     which the court shall deem proper. The indemnification permitted under this
     part (b) of Article IX shall be mandatory  with respect to any action taken
     by a person in such  person's  capacity as a director  of this  corporation
     that would otherwise be indemnifiable under this part (b) at the discretion
     of the corporation.

(c)  To the extent that an officer,  employee,  or agent of the  corporation has
     been successful on the merits or otherwise in defense of any action,  suit,
     or  proceeding  referred to in parts (a) and (b) of this  Article IX, or in
     defense  of any  claim,  issue or  matter  therein,  such  person  shall be
     indemnified  against  expenses  (including  attorneys'  fees)  actually and
     reasonably  incurred by him or her in connection with the action,  suit, or
     proceeding.

(d)  Subject to any applicable  court order, any  indemnification  of a director
     required under part (a) or part (b) of this Article IX shall be made by the
     corporation  unless a  determination  is made  reasonably and promptly that
     indemnification  of said  director  is not proper  under the  circumstances
     because he has not met the  applicable  standard of conduct set forth in or
     established  pursuant to this Article IX. Subject to any  applicable  court
     order,  any  indemnification  of an  officer,  employee,  or  agent  of the
     corporation  authorized under part (a) or part (b) of this Article IX shall
     be made by the  corporation  only as  authorized  in a specific case upon a
     determination that  indemnification is proper in the circumstances  because
     such  person has met the  applicable  standard  of conduct  set forth in or
     established  pursuant  to this  Article  IX.  Any such  determination  with
     respect to indemnification of a director, officer, employee, or agent shall
     be made  (i) by the  Board  of  Directors  by a  majority  vote of a quorum
     consisting  of  directors  who were not  parties  to such  action,  suit or
     proceeding,  or  (ii)  if  such a  quorum  is not  obtainable,  or  even if
     obtainable a quorum of disinterested  directors so directs,  by independent
     legal  counsel  in a  written  opinion,  or (iii) by  majority  vote of the
     shareholders;  provided that no such determination shall preclude an action
     brought in an appropriate court to challenge such determination.

(e)  Expenses  incurred by a person who is or was a director of the  corporation
     in defending a civil or criminal action,  suit, or proceeding shall be paid
     by the corporation in advance of the final disposition of an action,  suit,
     or proceeding,  and expenses incurred by a person who is or was an officer,
     employee,  or agent of the  corporation  in  defending  a civil or criminal
     action,  suit, or proceeding  may be paid by the  corporation in advance of
     the final  disposition of such action,  suit or proceeding as authorized by
     or at the direction of the Board of Directors,  in either case upon receipt
     of an undertaking by or on behalf of the director,  officer,  employee,  or
     agent to repay such amount if it shall  ultimately be determined that he or
     she is not entitled to be indemnified  by the  corporation as authorized in
     or pursuant to this Article.

(f)  The  indemnification  provided  by this  Article  IX  shall  not be  deemed
     exclusive of any other rights to which those seeking indemnification may be
     entitled,  whether under any statute,  agreement,  vote of  shareholders or
     disinterested  directors  or  otherwise,  both as to action in an  official
     capacity and as to action in another capacity while holding such office.

(g)  Without  limiting the other  provisions of this Article IX, the corporation
     is authorized from time to time, without further action by the shareholders
     of the  corporation,  to enter into agreements with any director,  officer,
     employee   or  agent  of  the   corporation   providing   such   rights  of
     indemnification as the corporation may deem appropriate,  up to the maximum
     extent permitted by law. Any agreement entered into by the corporation with
     a director may be authorized by the other directors, and such authorization
     shall not be invalid on the basis that different of similar  agreements may
     have been or may thereafter be entered into with other directors.

                                       12
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

(h)  Except as may otherwise be permitted by law, no person shall be indemnified
     pursuant to this Article IX (including, without limitation, pursuant to any
     agreement  entered into pursuant to part (g) of this Article IX) from or on
     account of such  person's  conduct  which is finally  adjudged to have been
     knowingly  fraudulent,  deliberately  dishonest or willful misconduct.  The
     corporation may (but need not) adopt a more restrictive standard of conduct
     with  respect  to the  indemnification  of any  employee  or  agent  of the
     corporation.

(i)  The corporation may purchase and maintain insurance on behalf of any person
     who is or was a director,  officer,  employee, or agent of the corporation,
     or who is or was  otherwise  serving  on  behalf or at the  request  of the
     corporation as a director,  officer,  employee,  member or agent of another
     corporation,   partnership,   joint  venture,   trust,  trade  or  industry
     association,  or other enterprise (whether  incorporated or unincorporated,
     for-profit  or  not-for-profit),  against any claim,  liability  or expense
     asserted  against  such  person  and  incurred  by him  or her in any  such
     capacity,  or arising out of his or her status as such,  whether or not the
     corporation  would have the power to indemnify  him against such  liability
     under the provisions of this Article IX.

(j)  For the purposes of this Article IX:

     (i)  Any  director  of the  corporation  who  shall  serve  as a  director,
          officer,  or employee  of any other  corporation,  partnership,  joint
          venture, trust, or other enterprise of which the corporation, directly
          or  indirectly,  is or was the  owner  of 20% or more  of  either  the
          outstanding  equity  interests  or the  outstanding  voting  stock (or
          comparable interests), shall be deemed to be so serving at the request
          of the  corporation,  unless the Board of Directors of the corporation
          shall  determine  otherwise.  In all other  instances where any person
          shall  serve as a  director,  officer,  employee,  or agent of another
          corporation, partnership, joint venture, trust, or other enterprise of
          which the corporation is or was a shareholder or creditor, or in which
          it is or was otherwise interested,  if it is not otherwise established
          that such person is or was serving as a director,  officer,  employee,
          or agent at the request of the corporation,  the Board of Directors of
          the  corporation  may determine  whether such service is or was at the
          request of the corporation,  and it shall not be necessary to show any
          actual or prior request for such service.

     (ii) References  to a  corporation  include  all  constituent  corporations
          absorbed  in a  consolidation  or merger as well as the  resulting  or
          surviving  corporation  so that any person  who is or was a  director,
          officer,  employee, or agent of a constituent corporation or is or was
          serving at the  request of a  constituent  corporation  as a director,
          officer, employee, or agent of another corporation, partnership, joint
          venture,  trust, or other  enterprise shall stand in the same position
          under the  provisions of this Article IX with respect to the resulting
          or surviving  corporation as such person would if he or she had served
          the resulting or surviving corporation in the same capacity.

     (iii)The  term  "other  enterprise"  shall  include,   without  limitation,
          employee  benefit  plans and voting or taking  action with  respect to
          stock or other assets therein; the term "serving at the request of the
          corporation"  shall  include,  without  limitation,  any  service as a
          director, officer, employee, or agent of the corporation which imposes
          duties on or involves services by , a director,  officer, employee, or
          agent with respect to any employee benefit plan, its participants,  or
          beneficiaries; and a person who acted in good faith and in a manner he
          or she reasonably  believed to be in the interest of the  participants
          and  beneficiaries of an employee benefit plan shall be deemed to have
          satisfied any standard of care required by or pursuant to this Article
          IX in connection  with such plan;  and the term "fines" shall include,
          without limitation, any excise taxes assessed on a person with respect
          to an  employee  benefit  plan and  shall  also  include  any  damages
          (including treble damages) and any other civil penalties.

(k)  Any  indemnification  rights  provided  pursuant  to this  Article IX shall
     continue as to a person who has ceased to be a director, officer, employee,
     or agent  and shall  inure to the  benefit  of the  heirs,  executors,  and
     administrators  of such a person.  Notwithstanding  any other  provision in
     these Articles of Incorporation,  any indemnification  rights arising under
     or granted  pursuant  to this  Article IX shall  survive the  amendment  or
     repeal of this Article IX with  respect to any acts or omissions  occurring
     prior to the effective time of such amendment or repeal and persons to whom
     such  indemnification  rights are given shall be entitled to rely upon such
     indemnification  rights with respect to such acts or omissions as a binding
     contract with the corporation.

(l)  It is the  intention  of the  corporation  to limit  the  liability  to the
     directors of the  corporation,  in their  capacity as such,  whether to the
     corporation, its shareholders or otherwise, to the fullest extent permitted
     by law.  Consequently,  should The General and Business  Corporation Law of
     Missouri or any other applicable law be amended or adopted  hereafter so as
     to permit the

                                       13
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

elimination or limitation of such  liability,  the liability of the directors of
the  corporation  shall be so  eliminated  or limited to the  greatest  possible
extent  without the need for  amendment of this Article IX or further  action on
the part of the Board of Directors or shareholders of the corporation.

                                    ARTICLE X

     The Board of  Directors  shall  have power to adopt,  repeal,  or amend the
By-laws of this  corporation  and to adopt new or  additional  By-laws,  subject
however,  to the  paramount  right of the  holders  or common  stock to limit or
divest such power of the Board of Directors, to such extent and for such periods
as the  holders  of  common  stock  at any  regular  or  special  meeting  shall
determine.

     IN WITNESS WHEREOF, the undersigned,  David O'Reilly,  Vice President,  and
Ann  Drennan,  Secretary,  of the  corporation,  have  executed  these  Restated
Articles  of  Incorporation  on  behalf  of the  Corporation  this  26th  day of
February, 1993.

                                     O'REILLY AUTOMOTIVE, INC.

                                     By: /s/ David O'Reilly
                                     -------------------------------------------
                                     Vice President and Chief Executive Officer

                                     By: /s/ Ann Drennan
                                     -------------------------------------------
                                     Secretary

STATE OF MISSOURI )
                                    )   SS.
COUNTY OF GREENE  )

     I, Patricia M. Headley,  a notary  public,  do hereby  certify that on this
26th day of February, 1993, personally appeared before me David O'Reilly and Ann
Drennan,  who being by me first duly sworn,  declared  that they are the persons
who signed the foregoing  document as officers of the corporation  named therein
and the statements therein contained are true.

                                     /s/ Patricia M. Headley
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:
January 3, 1995

(Filed and Certificate Issued Mar. 1, 1993)

                                       14
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

                                                              Secretary of State
                                                               State of Missouri
                                                                    P.O. Box 778
                                                  Jefferson City, Missouri 65102

                     AMENDMENT OF ARTICLES OF INCORPORATION
                         (To be submitted in duplicate)

     Pursuant to the provisions of The General and Business  Corporation  Law of
Missouri, the undersigned Corporation certifies the following:

1.   The name of the Corporation is O'Reilly Automotive, Inc.

2.   An amendment to the  Corporation's  Restated  Articles of Incorporation was
     adopted by the shareholders at a meeting duly held on May 4, 1999.

3.   Section  (a) of  Article  III of the  Corporation's  Restated  Articles  of
     Incorporation is deleted in its entirety,  and the following is inserted in
     its place:

                                   ARTICLE III

     The aggregate  number,  class and par value of shares which the corporation
shall have the authority to issue shall be ninety million (90,000,000) shares of
common stock,  par value $.01 per share and five million  (5,000,000)  shares of
preferred stock, par value $.01 per share.

4.   Of the 21,376,421 shares  outstanding,  all of such shares were entitled to
     vote on such amendment.

5.   The number of shares voted for and against the amendment was as follows:

                  16,122,317 shares voted for the amendment;
                  1,080,310 shares voted against the amendment; and
                  28,027 shares abstained from voting.

6.   The amendment  changed the number of authorized  shares having a par value,
     and the  amount  in  dollars  of  authorized  shares  having a par value as
     changed is $950,000.

     The amendment did not change the number of  authorized  shares  without par
     value.

7.   The  amendment  does  not  provide  for an  exchange,  reclassification  or
     cancellation  of issued shares,  or a reduction of the number of authorized
     shares of any class.

                                       15
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

     IN WITNESS  WHEREOF,  the undersigned,  James R. Batten,  has executed this
instrument  and its Secretary has affixed its corporate seal hereto and attested
said seal as of the 20th day of July 1999.

                                    O'REILLY AUTOMOTIVE, INC.
CORPORATE SEAL

                                    By:   /s/ James R. Batten
                                    -------------------------------------
                                    Title:  Vice-President of Finance/CFO
ATTEST:

/s/ Tricia Headley, Secretary
--------------------------------

STATE OF MISSOURI          )
                                    ) SS
COUNTY OF GREENE  )

     I, Cynthia L. Bennett, a Notary Public, do hereby certify that on this 20th
day of July, 1999,  personally  appeared before me James R. Batten, who being by
me first duly sworn,  declared that he is the  Vice-President of Finance and CFO
of  O'Reilly  Automotive,  Inc.,  that  he  signed  the  foregoing  document  as
Vice-President of the Corporation, and that the statements therein contained are
true.

                                    /s/ Cynthia L. Bennett
                                    -------------------------------------
                                    Notary Public

My commission expires:
January 28, 2003

(Attachment)

                                       16
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

                                                              Secretary of State
                                                               State of Missouri
                                                                    P.O. Box 778
                                                  Jefferson City, Missouri 65102

                     AMENDMENT OF ARTICLES OF INCORPORATION
                         (To be submitted in duplicate)

Pursuant  to the  provisions  of The  General and  Business  Corporation  Law of
Missouri, the undersigned Corporation certifies the following:

1.   The name of the Corporation is O'Reilly Automotive, Inc.

     The name under which it was originally organized was Springfield Supply and
     Motor Parts, Inc.

2.   An amendment to the  Corporation's  Restated  Articles of Incorporation was
     adopted by the shareholders at a meeting duly held on May 8, 2001.

3.   That the  Corporation's  Restated  Articles of  Incorporation be amended by
     adding the following new Article XI to read as follows:

                                   ARTICLE XI

     No  director  of  the  corporation   shall  be  personally  liable  to  the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty by such  director as a director;  provided,  however,  that this Article XI
shall not eliminate or limit the liability of a director to the extent  provided
by applicable  law (i) for any breach of the  director's  duty of loyalty to the
corporation  or its  shareholders,  (ii) for acts or omissions not in subjective
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (iii) under section 351.345 of the General Corporation Law of Missouri,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit. No amendment to or repeal of this Article XI shall apply to or have any
effect on the liability or alleged  liability of any director of the corporation
for or with  respect to any acts or  omissions  of such  director  prior to such
amendment or repeal.

4.   Of the 51,571,313 shares  outstanding,  all of such shares were entitled to
     vote on such amendment.

     The number of outstanding shares of any class entitled to vote thereon as a
     class were as follows:
Class                                 Number of Outstanding Shares
     --------                               ------------------------------
Common                                          51,571,313
5.   The number of shares voted for and against the amendment was as follows:

                  45,584,712 shares of Common stock voted for the amendment
                  245,164 shares of Common stock voted against the amendment
                  55,063 shares of Common stock abstained from voting

6.   The amendment  did not change the number of authorized  shares having a par
     value.

     The amendment did not change the number of  authorized  shares  without par
     value.

                                       17
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES EXHIBIT 4.1 - Restated
                      Articles of Incorporation (continued)

7.   The  amendment  does  not  provide  for an  exchange,  reclassification  or
     cancellation  of issued shares,  or a reduction of the number of authorized
     shares of any class.

                     [Remainder of Page Intentionally Blank]

                                       18
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

     IN WITNESS  WHEREOF,  the  undersigned,  David O'Reilly,  has executed this
instrument  and its Secretary has affixed its corporate seal hereto and attested
said seal as of the 10th day of May, 2001.

                                                O'REILLY AUTOMOTIVE, INC.

CORPORATE SEAL

                                                By:/s/David O'Reilly
                                                --------------------------------
                                                Title:   CEO

ATTEST:

/s/  Tricia Headley, Secretary
--------------------------------

STATE OF MISSOURI )
                                    ) SS
COUNTY OF GREENE  )

     I, Julie A. Hibler,  a Notary  Public,  do hereby certify that on this 10th
day of May, 2001, personally appeared before me David O'Reilly,  who being by me
first duly sworn, declared that he is the CEO of O'Reilly Automotive, Inc., that
he signed the foregoing  document as President of the Corporation,  and that the
statements therein contained are true.

                                                /s/ Julie A. Hibler
                                                --------------------------------
                                                Notary Public
My commission expires:

                                       19
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

                   CERTIFICATE OF DESIGNATION, PREFERENCES AND
             RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                            O'REILLY AUTOMOTIVE, INC.

             Pursuant to Section 180 of the General Corporation Law
                            of the State of Missouri

     We, James R. Batten,  Vice  President  and Tricia  Headley,  Secretary,  of
O'Reilly  Automotive,  Inc., a  corporation  organized  and  existing  under the
General  Corporation  Law of the  State  of  Missouri,  in  accordance  with the
provisions of Section 351.046 thereof, DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Restated  Articles of Incorporation of the said  Corporation,  the said Board of
Directors on May 7, 2002, adopted the following  resolution creating a series of
900,000 shares of Preferred  Stock  designated as Series A Junior  Participating
Preferred Stock:

     RESOLVED,  that pursuant to the authority  vested in the Board of Directors
of this  Corporation in accordance with the provisions of its Restated  Articles
of  Incorporation,  a series of  Preferred  Stock of the  Corporation  be and it
hereby is created,  and that the  designation  and amount thereof and the voting
powers,  preferences  and  relative,  participating,  optional and other special
rights of the shares of such  series,  and the  qualifications,  limitations  or
restrictions thereof are as follows:

     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
designated as "Series A Junior Participating  Preferred Stock" and the number of
shares constituting such series shall be 900,000.

     Section 2. Dividends and Distributions.

     (A) Subject to the prior and  superior  rights of the holders of any shares
of any series of  Preferred  Stock  ranking  prior and superior to the shares of
Series A Junior  Participating  Preferred  Stock with respect to dividends,  the
holders  of shares of Series A Junior  Participating  Preferred  Stock  shall be
entitled to receive,  when,  as and if declared by the Board of Directors out of
funds legally available for the purpose,  quarterly dividends payable in cash on
the fifteenth day of March, June, September and December in each year (each such
date  being  referred  to  herein  as  a  "Quarterly  Dividend  Payment  Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or  fraction  of a share of Series A Junior  Participating  Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $1.00 or (b) subject to the  provision  for  adjustment  hereinafter  set
forth,  100 times the aggregate per share amount of all cash dividends,  and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other  distributions  other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by  reclassification
or otherwise),  declared on the Common Stock,  par value $.01 per share,  of the
Corporation  (the "Common  Stock")  since the  immediately  preceding  Quarterly
Dividend Payment Date, or, with respect to the first Quarterly  Dividend Payment
Date,  since the first  issuance of any share or fraction of a share of Series A
Junior Participating  Preferred Stock. In the event the Corporation shall at any
time after May 7, 2002 (the "Rights  Declaration Date") (i) declare any dividend
on  Common  Stock  payable  in  shares  of  Common  Stock,  (ii)  subdivide  the
outstanding  Common Stock, or (iii) combine the outstanding  Common Stock into a
smaller number of shares,  then in each such case the amount to which holders of
shares  of  Series  A  Junior   Participating   Preferred  Stock  were  entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by  multiplying  such amount by a fraction the numerator of which is
the number of shares of Common Stock  outstanding  immediately  after such event
and the  denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                                       20
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

     (B) The Corporation  shall declare a dividend or distribution on the Series
A Junior  Participating  Preferred  Stock as  provided  in  Paragraph  (A) above
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or  distribution  shall have been declared on the Common Stock
during the period  between  any  Quarterly  Dividend  Payment  Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the
Series A Junior  Participating  Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

     (C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Junior  Participating  Preferred  Stock from the Quarterly  Dividend
Payment Date next  preceding the date of issue of such shares of Series A Junior
Participating  Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly  Dividend Payment Date, in which case
dividends  on such  shares  shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the  determination of holders of shares of Series
A Junior Participating  Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly  Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative  from such Quarterly  Dividend
Payment Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
paid on the shares of Series A Junior Participating Preferred Stock in an amount
less than the total amount of such  dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the  determination  of  holders  of  shares  of  Series A  Junior  Participating
Preferred  Stock  entitled  to receive  payment of a  dividend  or  distribution
declared  thereon,  which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.

     Section 3. Voting Rights.

The  holders of shares of Series A Junior  Participating  Preferred  Stock shall
have the following voting rights:

     (A) Subject to the provision for  adjustment  hereinafter  set forth,  each
share of Series A Junior Participating  Preferred Stock shall entitle the holder
thereof to 100 votes on all matters  submitted to a vote of the  stockholders of
the Corporation. In the event the Corporation shall at any time after the Rights
Declaration  Date (i) declare any dividend on Common Stock  payable in shares of
Common Stock, (ii) subdivide the outstanding  Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the  number  of votes per  share to which  holders  of shares of Series A Junior
Participating  Preferred  Stock were  entitled  immediately  prior to such event
shall be adjusted by  multiplying  such number by a fraction  the  numerator  of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     (B) Except as otherwise provided herein or by law, the holders of shares of
Series A Junior  Participating  Preferred  Stock  and the  holders  of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.

     (C) (i) If at any time  dividends  on any  Series  A  Junior  Participating
Preferred  Stock  shall be in  arrears in an amount  equal to six (6)  quarterly
dividends  thereon,  the occurrence of such contingency shall mark the beginning
of a period  (herein  called a "default  period")  which shall extend until such
time when all accrued and unpaid dividends for all previous  quarterly  dividend
periods and for the current quarterly  dividend period on all shares of Series A
Junior  Participating  Preferred Stock then outstanding shall have been declared
and paid or set apart for payment.  During each default  period,  all holders of
Preferred  Stock  (including  holders  of  the  Series  A  Junior  Participating
Preferred  Stock)  with  dividends  in  arrears  in an  amount  equal to six (6)
quarterly dividends thereon,  voting as a class,  irrespective of series,  shall
have the right to elect two (2) directors.

     (ii) During any default period,  such voting right of the holders of Series
A Junior  Participating  Preferred Stock may be exercised initially at a special
meeting  called  pursuant to  subparagraph  (iii) of this Section 3(C) or at any
annual  meeting  of   stockholders,   and  thereafter  at  annual   meetings  of
stockholders,  provided  that  neither  such  voting  right nor the right of the
holders of any other series of Preferred Stock, if any, to increase,  in certain
cases, the authorized  number of directors shall be exercised unless the holders
of ten percent (10%) in number of shares of Preferred Stock outstanding shall be
present in person or by proxy.  The absence of a quorum of the holders of Common
Stock shall not affect the  exercise by the holders of  Preferred  Stock of such
voting  right.  At any  meeting at which the  holders of  Preferred  Stock shall
exercise such voting right initially  during an existing  default  period,  they
shall  have the  right,  voting  as a class,  to elect  directors  to fill  such
vacancies,  if any,  in the Board of  Directors  as may then exist up to two (2)
directors or, if such right is exercised at an annual meeting,  to elect two (2)
directors.

                                       21
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

If the number which may be so elected at any special  meeting does not amount to
the required number,  the holders of the Preferred Stock shall have the right to
make such  increase in the number of  directors  as shall be necessary to permit
the election by them of the required number.  After the holders of the Preferred
Stock shall have exercised  their right to elect directors in any default period
and during the continuance of such period,  the number of directors shall not be
increased  or  decreased  except by vote of the  holders of  Preferred  Stock as
herein  provided  or  pursuant  to the rights of any equity  securities  ranking
senior to or pari passu with the Series A Junior Participating Preferred Stock.

     (iii)  Unless the  holders of  Preferred  Stock  shall,  during an existing
default period,  have previously  exercised their right to elect directors,  the
Board of Directors may order, or any  stockholder or stockholders  owning in the
aggregate  not less  than ten  percent  (10%) of the  total  number of shares of
Preferred Stock outstanding, irrespective of series, may request, the calling of
a special  meeting of the  holders  of  Preferred  Stock,  which  meeting  shall
thereupon be called by the President,  a Vice-President  or the Secretary of the
Corporation.  Notice of such meeting and of any annual  meeting at which holders
of Preferred  Stock are  entitled to vote  pursuant to this  Paragraph  (C)(iii)
shall be given to each holder of record of Preferred  Stock by mailing a copy of
such notice to him at his last  address as the same  appears on the books of the
Corporation.  Such  meeting  shall be called for a time not earlier than 20 days
and not later  than 60 days  after  such  order or  request or in default of the
calling of such meeting within 60 days after such order or request, such meeting
may be called on similar notice by any stockholder or stockholders owning in the
aggregate  not less  than ten  percent  (10%) of the  total  number of shares of
Preferred Stock  outstanding.  Notwithstanding  the provisions of this Paragraph
(C)(iii),  no such special  meeting  shall be called during the period within 60
days  immediately  preceding  the date fixed for the next annual  meeting of the
stockholders.

     (iv) In any default period,  the holders of Common Stock, and other classes
of stock of the  Corporation  if  applicable,  shall  continue to be entitled to
elect the whole number of directors  until the holders of Preferred  Stock shall
have exercised their right to elect two (2) directors  voting as a class,  after
the  exercise  of which  right (x) the  directors  so elected by the  holders of
Preferred Stock shall continue in office until their  successors shall have been
elected by such holders or until the expiration of the default  period,  and (y)
any vacancy in the Board of  Directors  may  (except as  provided  in  Paragraph
(C)(ii)  of this  Section 3) be filled by vote of a  majority  of the  remaining
directors theretofore elected by the holders of the class of stock which elected
the director whose office shall have become vacant. References in this Paragraph
(C) to  directors  elected by the holders of a  particular  class of stock shall
include  directors  elected by such  directors to fill  vacancies as provided in
clause (y) of the foregoing sentence.

     (v) Immediately  upon the expiration of a default period,  (x) the right of
the holders of Preferred Stock as a class to elect  directors  shall cease,  (y)
the term of any directors  elected by the holders of Preferred  Stock as a class
shall terminate,  and (z) the number of directors shall be such number as may be
provided for in the articles of  incorporation  or by-laws  irrespective  of any
increase made pursuant to the provisions of Paragraph  (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any manner provided
by law or in the articles of  incorporation  or by-laws).  Any  vacancies in the
Board of  Directors  effected  by the  provisions  of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining directors.

     (D) Except as set forth  herein,  holders of Series A Junior  Participating
Preferred  Stock shall have no special voting rights and their consent shall not
be  required  (except to the extent they are  entitled  to vote with  holders of
Common Stock as set forth herein) for taking any corporate action.

     Section 4. Certain Restrictions.

     (A)  Whenever  quarterly  dividends  or other  dividends  or  distributions
payable on the Series A Junior  Participating  Preferred  Stock as  provided  in
Section 2 are in arrears,  thereafter and until all accrued and unpaid dividends
and  distributions,  whether  or not  declared,  on  shares  of  Series A Junior
Participating  Preferred  Stock  outstanding  shall have been paid in full,  the
Corporation shall not

          (i) declare or pay dividends on, make any other  distributions  on, or
     redeem or purchase or  otherwise  acquire for  consideration  any shares of
     stock  ranking  junior  (either  as  to  dividends  or  upon   liquidation,
     dissolution or winding up) to the Series A Junior  Participating  Preferred
     Stock;

          (ii) declare or pay  dividends on or make any other  distributions  on
     any shares of stock  ranking on a parity  (either as to  dividends  or upon
     liquidation,   dissolution   or  winding  up)  with  the  Series  A  Junior
     Participating  Preferred Stock, except dividends paid ratably on the Series
     A Junior  Participating  Preferred Stock and all such parity stock on which
     dividends  are payable or in arrears in  proportion to the total amounts to
     which the holders of all such shares are then entitled;

                                       22
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

          (iii) redeem or purchase or otherwise acquire for consideration shares
     of  any  stock  ranking  on a  parity  (either  as  to  dividends  or  upon
     liquidation,   dissolution   or  winding  up)  with  the  Series  A  Junior
     Participating  Preferred  Stock,  provided that the  Corporation may at any
     time redeem,  purchase or otherwise acquire shares of any such parity stock
     in  exchange  for  shares of any stock of the  Corporation  ranking  junior
     (either as to dividends or upon dissolution,  liquidation or winding up) to
     the Series A Junior Participating Preferred Stock; or

          (iv)  purchase or otherwise  acquire for  consideration  any shares of
     Series A Junior  Participating  Preferred  Stock,  or any  shares  of stock
     ranking on a parity with the Series A Junior Participating Preferred Stock,
     except  in  accordance  with  a  purchase  offer  made  in  writing  or  by
     publication  (as  determined  by the Board of  Directors) to all holders of
     such shares upon such terms as the Board of Directors,  after consideration
     of the  respective  annual  dividend  rates and other  relative  rights and
     preferences of the respective  series and classes,  shall determine in good
     faith will  result in fair and  equitable  treatment  among the  respective
     series or classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise  acquire for  consideration any shares of stock of
     the Corporation  unless the Corporation  could, under Paragraph (A) of this
     Section 4,  purchase or  otherwise  acquire such shares at such time and in
     such manner.

         Section 5. Reacquired Shares.

Any  shares  of  Series A Junior  Participating  Preferred  Stock  purchased  or
otherwise  acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation  become authorized but unissued shares of Preferred Stock and
may be  reissued  as part of a new  series of  Preferred  tock to be  created by
resolution or resolutions  of the Board of Directors,  subject to the conditions
and restrictions on issuance set forth herein.

         Section 6. Liquidation, Dissolution or Winding Up.

          (A) Upon any  liquidation  (voluntary or  otherwise),  dissolution  or
     winding up of the Corporation, no distribution shall be made to the holders
     of  shares  of  stock  ranking  junior  (either  as to  dividends  or  upon
     iquidation, dissolution or winding up) to the Series A Junior Participating
     Preferred  Stock unless,  prior thereto,  the holders of shares of Series A
     Junior Participating Preferred Stock shall have received an amount equal to
     $100 per share of Series A  Participating  referred  Stock,  plus an amount
     equal to accrued and unpaid dividends and distributions thereon, whether or
     not  declared,  to the date of such  payment  (the  "Series  A  Liquidation
     Preference").  Following  the  payment  of the full  amount of the Series A
     Liquidation  Preference,  no additional  distributions shall be made to the
     holders of shares of Series A Junior Participating  Preferred Stock unless,
     prior thereto, the holders of shares of Common Stock shall have received an
     amount per share (the "Common Adjustment") equal to the quotient btained by
     dividing  (i)  the  Series  A  Liquidation   Preference  by  (ii)  100  (as
     appropriately  adjusted as set forth in  subparagraph  (C) below to reflect
     such events as stock splits,  stock  dividends and  recapitalizations  with
     respect to the Common Stock) (such number in clause (ii),  the  "Adjustment
     Number").  Following  the  payment  of the  full  amount  of the  Series  A
     Liquidation  Preference  and  the  Common  Adjustment  in  respect  of  all
     outstanding  shares of Series A Junior  Participating  Preferred  Stock and
     Common  Stock,  respectively,  holders  of  Series A  Junior  Participating
     Preferred  Stock and holders of shares of Common Stock shall  receive their
     ratable and  proportionate  share of the remaining assets to be distributed
     in the ratio of the  Adjustment  Number to 1 with respect to such Preferred
     Stock and Common Stock, on a per share basis, respectively.

          (B) In the  event,  however,  that  there  are not  sufficient  assets
     available to permit payment in full of the Series A Liquidation  Preference
     and the liquidation  preferences of all other series of preferred stock, if
     any,  which  rank on a  parity  with  the  Series  A  Junior  Participating
     Preferred Stock, then such remaining assets shall be distributed ratably to
     the  holders  of such  parity  shares  in  proportion  to their  respective
     liquidation  preferences.  In  the  event,  however,  that  there  are  not
     sufficient  assets  available  to  permit  payment  in full  of the  Common
     Adjustment,  then such remaining assets shall be distributed ratably to the
     holders of Common Stock.

          (C) In the event the  Corporation  shall at any time  after the Rights
     Declaration Date (i) declare any dividend on Common stock payable in shares
     of Common Stock,  (ii)  subdivide the  outstanding  Common Stock,  or (iii)
     combine the outstanding Common Stock into a smaller number of shares,  then
     in each such case the Adjustment Number in effect immediately prior to such
     event shall be adjusted by multiplying such Adjustment Number by a fraction
     the numerator of which is the number of shares of Common Stock  outstanding
     immediately  after such event and the denominator of which is the number of
     shares of Common  Stock  that were  outstanding  immediately  prior to such
     event.

                                       23
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
          EXHIBIT 4.1 - Restated Articles of Incorporation (continued)

          Section 7. Consolidation, Merger, etc.

In case the Corporation shall enter into any consolidation,  merger, combination
or other  transaction  in which the shares of Common Stock are  exchanged for or
changed into other stock or securities,  cash and/or any other property, then in
any such case the shares of Series A Junior Participating  Preferred Stock shall
at the same time be  similarly  exchanged  or  changed  in an  amount  per share
(subject to the provision  for  adjustment  hereinafter  set forth) equal to 100
times the aggregate amount of stock, securities,  cash and/or any other property
(payable  in kind),  as the case may be,  into  which or for which each share of
Common Stock is changed or exchanged.  In the event the Corporation shall at any
time after the Rights  Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding  Common Stock,
or (iii) combine the  outstanding  Common Stock into a smaller number of shares,
then in each  such case the  amount  set forth in the  preceding  sentence  with
respect  to the  exchange  or change of shares of Series A Junior  Participating
Preferred  Stock shall be adjusted by multiplying  such amount by a fraction the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

          Section 8. No Redemption.

The  shares  of  Series A Junior  Participating  Preferred  Stock  shall  not be
redeemable.

          Section 9. Ranking.

The Series A Junior Participating Preferred Stock shall rank junior to all other
series of the  Corporation's  Preferred Stock as to the payment of dividends and
the  distribution  of assets,  unless the terms of any such series shall provide
otherwise.

          Section 10. Amendment.

At any time when any shares of Series A Junior Participating Preferred Stock are
outstanding,  neither the Restated  Articles of Incorporation of the Corporation
nor this  Certificate of Designation  shall be amended in any manner which would
materially  alter or change the  powers,  preferences  or special  rights of the
Series A Junior  Participating  Preferred  Stock so as to affect them  adversely
without  the  affirmative  vote  of the  holders  of a  majority  or more of the
outstanding  shares of Series A Junior  Participating  Preferred  Stock,  voting
separately as a class.

          Section 11. Fractional Shares.

Series A Junior  Participating  Preferred  Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such holder's  fractional
shares,   to  exercise  voting  rights,   receive   dividends,   participate  in
distributions and to have the benefit of all other rights of holders of Series A
Junior Participating Preferred Stock.

          IN WITNESS  WHEREOF,  we have executed and subscribed this Certificate
     and do affirm the  foregoing  as true under the  penalties  of perjury this
     30th day of May, 2002.

                  Vice President:/s/  James R. Batten
                                 ----------------------------------
                  Attest:/s/Tricia Headley
                         ------------------------------------------
                  Secretary:/s/Tricia Headley
                            ---------------------------------------

                                       24
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
             EXHIBIT 5.1 - Opinion of Gallop, Johnson & Neuman, L.C.

                         GALLOP, JOHNSON & NEUMAN, L.C.
                                  101 S. Hanley
                            St. Louis, Missouri 63105

                                January 16, 2004

Board of Directors
O'Reilly Automotive, Inc.
233 South Patterson
Springfield, Missouri 65802

       Re: Registration Statement on Form S-8
           O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan
           O'Reilly Automotive, Inc. 2003 Director Stock Option Plan
           O'Reilly Automotive, Inc. 1993 Employee Stock Option Plan, as amended
           O'Reilly Automotive, Inc. Stock Purchase Plan, as amended

Ladies and Gentlemen:

     We have served as counsel to O'Reilly  Automotive,  Inc. (the "Company") in
connection  with  the  various  legal  matters  relating  to  the  filing  on  a
registration  statement  of Form S-8 (The  "Registration  Statement")  under the
Securities Act of 1933, as amended,  and the Rules and  Regulations  promulgated
thereunder,  relating to 4,000,000  shares of common  stock of the Company,  par
value $.01 per share ("Common Stock"),  200,000 shares of Common Stock,  300,000
shares of Common Stock and 2,000,000 shares of Common Stock  (collectively,  the
"Shares"),  reserved for issuance in  accordance  with the O'Reilly  Automotive,
Inc.  2003  Employee  Stock Option  Plan,  the O'Reilly  Automotive,  Inc.  2003
Director Stock Option Plan the O'Reilly Automotive, Inc. Stock Purchase Plan, as
amended,  and the O'Reilly  Automotive  1993  Employee  Stock  Option  Plan,  as
amended, respectively (collectively, the "Plans").

     We have examined such corporate records of the Company,  such laws and such
other information as we have deemed relevant,  including the Company's  Restated
Articles of  Incorporation,  as amended,  and Amended and  Restated  Bylaws,  as
amended,  certain  resolutions  adopted by the Board of Directors of the Company
relating to the Plans and  certificates  received from state  officials and from
officers  of the  Company.  In  delivering  this  opinion,  we have  assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals,  the conformity to the originals of all documents  submitted to us
as  certified,  photostatic  or conformed  copies,  and the  correctness  of all
statements submitted to us by officers of the Company.

     Based upon the foregoing, the undersigned is of the opinion that:

     1.   The Company is corporation duly incorporated,  validly existing and in
          good standing under the laws of the State of Missouri; and

     2.   The Shares being offered by the Company,  if issued in accordance with
          the applicable  Plan,  will be validly issued and outstanding and will
          be fully paid and nonassessable.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
     Statement  and to the use of our name in  Registration  Statement.  We also
     consent  to  your  filing  copies  of  the  opinion  as an  exhibit  to the
     Registration  Statement  with agencies of such states as you deem necessary
     in the  course of  complying  with the laws of such  states  regarding  the
     issuance of the Shares pursuant to the Plan.

                                             Very truly yours,

                                            /s/GALLOP, JOHNSON & NEUMAN, L.C.
                                            ------------------------------------
                                            GALLOP, JOHNSON & NEUMAN, L.C.

                                       25
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                   EXHIBIT 23.1 - Consent of Ernst & Young LLP

                         Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-00000)  pertaining to the O'Reilly  Automotive,  Inc. 2003 Employee
Stock Option Plan,  the O'Reilly  Automotive,  Inc. 2003  Director  Stock Option
Plan,  the O'Reilly  Automotive,  Inc. 1993 Stock Option Plan,  and the O'Reilly
Automotive,   Inc.  Stock  Purchase  Plan  of  O'Reilly  Automotive,   Inc.  and
subsidiaries  of our  report  dated  February  21,  2003,  with  respect  to the
consolidated financial statements of O'Reilly Automotive,  Inc. and subsidiaries
incorporated  by reference  in its Annual  Report (Form 10-K) for the year ended
December 31, 2002 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.

                                                    /s/ Ernst & Young LLP
                                                    ----------------------------

Kansas City, Missouri
January 13, 2004

                                       26
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
    EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan

                            O'REILLY AUTOMOTIVE, INC.
                         2003 EMPLOYEE STOCK OPTION PLAN

I.   Purpose of the Plan.

     The O'Reilly Automotive,  Inc. 2003 Employee Stock Option Plan (the "Plan")
is  intended  to provide a means  whereby  certain  key  employees  of  O'Reilly
Automotive, Inc., a Missouri corporation (the "Company"), may develop a sense of
proprietorship and personal involvement in the development and financial success
of the Company and its  subsidiaries,  and to encourage  them to remain with and
devote their best  efforts to the business of the Company and its  subsidiaries,
thereby   advancing  the   interests  of  the  Company  and  its   shareholders.
Accordingly,  the Company may make  awards to certain  employees  in the form of
stock options  ("Options") with respect to shares of the Company's common stock,
par value  $0.01 per share (the  "Stock").  Options  may either be  nonqualified
stock options  ("Nonqualified  Options") or options  ("Incentive Stock Options")
that are intended to qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

II.  Administration.

     (a)  Committee  Composition.  The Plan shall be administered by a committee
          of the Board of Directors of the Company (the  "Board")  consisting of
          not less than two members of the Board as the Board may  appoint  (the
          "Committee").  The  members of the  Committee  shall be  "Non-Employee
          Directors"  within the  meaning of Rule  16b-3  promulgated  under the
          Securities  Exchange Act of 1934, as amended (the "Act"), and "outside
          directors"  as defined  under  Section  162(m) of the Code;  provided,
          however,   that  noncompliance  with  such  qualifications  shall  not
          invalidate any grants of Options by the Committee.  Committee  members
          may  resign at any time by  delivering  written  notice to the  Board.
          Vacancies in the  Committee,  however  caused,  shall be filled by the
          Board.  The Committee shall act by a majority of its members in office
          and the  Committee  may act  either by vote at a  telephonic  or other
          meeting or by a consent or other written  instrument  signed by all of
          the members of the Committee.  If the Committee does not exist, or for
          any  other  reason  determined  by the  Board,  the Board mat take any
          action under the Plan that would  otherwise be the  responsibility  of
          the Committee.

     (b)  Committee  Authority.  The Committee shall have the sole authority to:
          (i) determine the terms and provisions of the Option  agreements  (the
          "Agreements")   entered   into  under  the  Plan;   (ii)  prepare  and
          distribute,   in  such  manner  as  the  Committee  determines  to  be
          appropriate,  information  about  the Plan;  and (iii)  make all other
          determinations deemed necessary or advisable for the administration of
          the Plan.  The  Committee  may vary the terms  and  provisions  of the
          individual Agreements in its discretion.  Further, the Committee shall
          have authority to grant options and to determine the exercise price of
          the Stock  covered  by each  Option,  the terms and  duration  of each
          Option,  the key  employees to whom,  and the times at which,  Options
          shall be granted, whether the Option shall be a Nonqualified Option or
          an  Incentive  Stock  Option and the number of shares to be covered by
          each Option.  Notwithstanding  the foregoing,  the Committee shall not
          have  the   authority  to  make  any   determination   that  would  be
          inconsistent  with the  requirements,  restrictions,  prohibitions  or
          limitations specified in the Plan.

     (c)  Day-to-Day  Administration.  The day-to-day administration of the Plan
          may be carried out by such  officers  and  employees of the Company as
          shall be designated  from time to time by the Committee.  All expenses
          and  liabilities  incurred by the  Committee  in  connection  with the
          administration  of  the  Plan  shall  be  borne  by the  Company.  The
          Committee may employ attorneys, consultants,  accountants, appraisers,
          brokers or other persons,  and the Committee,  the Board,  the Company
          and the  officers and  employees  of the Company  shall be entitled to
          rely upon the advice,  opinions or valuations of any such persons. The
          interpretation  and  construction by the Committee of any provision of
          the Plan and any determination by the Committee under any provision of
          the Plan shall be final and conclusive  for all purposes.  Neither the
          Committee  nor any  member  thereof  shall  be  liable  for  any  act,
          omission,  interpretation,   construction  or  determination  made  in
          connection  with  the  Plan in good  faith,  and  the  members  of the
          Committee shall be entitled to  indemnification  and  reimbursement by
          the  Company  in  respect  of  any  claim,  loss,  damage  or  expense
          (including  counsel  fees)  arising  therefrom  to the fullest  extent
          permitted  by law.  The  members  of the  Committee  shall be named as
          insureds in  connection  with any  directors  and  officers  liability
          insurance coverage that may be in effect from time to time.

                                       27
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)

III. Shares Subject to the Plan.

     The aggregate  number of shares that may be issued under the Plan shall not
exceed  4,000,000  shares of Stock  plus all  shares  authorized  under the 1993
Employee  Stock  Option  Plan not  covered  by an  option  on the date such plan
expires.  No more than 1,000,000  shares of Stock may be subject to Options that
are intended to be  "performance-based  compensation"  (as that term is used for
purposes of Section 162(m) of the Code) granted to any one individual during any
calendar  year,  regardless of when such shares are  deliverable.  The shares of
Stock issuable  under the Plan may consist of authorized but unissued  shares of
Stock or  previously  issued shares of Stock  reacquired by the Company.  Any of
such shares that remain unsold and that are not subject to  outstanding  Options
at the  termination of the Plan shall cease to be subject to the Plan, but until
termination  of the Plan and the  expiration  of all Options  granted  under the
Plan,  the  Company  shall at all times make  available a  sufficient  number of
shares to meet the requirements of the Plan and the outstanding  Options. If any
Option, in whole or in part,  expires or terminates  unexercised or is cancelled
or forfeited, the shares theretofore subject to such Option may again be subject
to an Option granted under the Plan. The aggregate  number of shares that may be
issued under  Options  granted under the Plan and any maximums set forth in this
Plan  shall be subject  to  adjustment  as  provided  in  Article V hereof.  The
issuance  of Stock  pursuant  to the  exercise  of an Option  shall  result in a
decrease in the number of shares of Stock that may  thereafter  be available for
purposes of the Plan by the number of shares as to which the Option is exercised
or cancelled.

IV.  Grants of Options.

     (a)  Type and Number.  Options granted under the Plan shall be of such type
          (Nonqualified Option or Incentive Stock Option) and for such number of
          shares of Stock  and  subject  to such  terms  and  conditions  as the
          Committee shall designate. The Committee may grant Options at any time
          and from time to time  through,  but not after,  May 6,  2013,  to any
          individual eligible to receive the same. For purposes of the Plan, the
          date on which an Option is granted is referred to herein as the "Grant
          Date."

     (b)  Option  Agreement.  Options  granted  pursuant  to the  Plan  shall be
          evidenced by  Agreements  that shall comply with and be subject to the
          terms and conditions set forth in this Section IV and may contain such
          other  provisions,  consistent  with the Plan, as the Committee  shall
          deem advisable.  Each Agreement shall state the total number of shares
          of  Stock  that  are  subject  to the  Option.  References  herein  to
          "Agreements" shall include,  to the extent applicable,  any amendments
          to such Agreements.

     (c)  Persons Eligible to Receive Options.

          (i)  Only key  employees of the Company or its  subsidiaries  shall be
               eligible to receive  Options under the Plan. In granting  Options
               to an employee,  the Committee shall take into  consideration the
               contribution  the employee has made or may make to the success of
               the Company or its subsidiaries and such other  considerations as
               the Committee shall determine.  The Committee shall also have the
               authority  to  consult  with  and  receive  recommendations  from
               officers and other employees of the Company and its  subsidiaries
               with regard to these matters. In no event shall any employee, his
               legal   representatives,   heirs,  legatees,   distributees,   or
               successors  have any right to participate in the Plan,  except to
               such extent, if any, as the Committee shall determine.

          (ii) Options  may be  granted  under  the  Plan  from  time to time in
               substitution  for stock  options  and stock  appreciation  rights
               granted by other  corporations  (the "Acquired  Corporation")  to
               their employees who become key employees of the Company or of any
               of its  subsidiaries as a result of a merger or  consolidation of
               the Acquired Corporation with the Company or any such subsidiary,
               or the  acquisition  by the  Company  or a  subsidiary  of all or
               substantially  all of the assets of the Acquired  Corporation  or
               the  acquisition  by the Company or a subsidiary  of stock of the
               Acquired corporation.

                                       28
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)

          (d)  Exercise Price.

               (i)  The  exercise  price of each share of Stock  covered by each
                    Option ("Exercise Price") shall not be less than one hundred
                    percent  (100%) of the  Market  Value Per Share (as  defined
                    below)  of the  Stock  on the date the  Option  is  granted;
                    provided,  however, if and when an Incentive Stock Option is
                    granted  and the  employee  receiving  the  Incentive  Stock
                    Option  owns or  will  be  considered  to own by  reason  of
                    Section  424(d) of the Code more than ten  percent  (10%) of
                    the total  combined  voting power of all classes of stock of
                    the Company (a "10% Shareholder"), the Exercise Price of the
                    Stock  covered by such  Incentive  Stock Option shall not be
                    less than one hundred  and ten percent  (110%) of the Market
                    Value  Per  Share  of the  Stock  on the  Grant  Date of the
                    Incentive Stock Option.

               (ii) "Market Value Per Share" of the Stock shall mean: (A) if the
                    Stock is not publicly traded,  the amount  determined by the
                    Committee on the date of the grant of the Option; (B) if the
                    Stock is traded only otherwise than on a securities exchange
                    and is not quoted on the National  Association of Securities
                    Dealers Automated  Quotation System ("NASDAQ"),  the closing
                    quoted  selling  price of the  Stock on the date of grant of
                    the  Option  as  quoted in "pink  sheets"  published  by the
                    National Daily Quotation Bureau;  (C) if the Stock is traded
                    only otherwise  than on a securities  exchange and is quoted
                    on NASDAQ,  the closing quoted selling price of the Stock on
                    the date of grant of the  Option,  as  reported  by the Wall
                    Street  Journal;  or (D) if the Stock is admitted to trading
                    on a securities  exchange,  the closing quoted selling price
                    of the Stock on the date of grant of the Option, as reported
                    in the Wall Street Journal.

          (e)  Exercisability of Options.

               (i)  An Option may be  exercisable in  installments  or otherwise
                    upon such terms as the Committee  shall  determine  when the
                    Option is granted. The Committee may fix such waiting and/or
                    vesting periods,  exercise dates or other  limitations as it
                    shall deem appropriate with respect to Options granted under
                    the  Plan   including,   without   limitation,   making  the
                    exercisability  thereof  contingent  upon the achievement of
                    specific goals.  Notwithstanding the foregoing,  however, in
                    no  event  shall  an  Option,  or any  portion  thereof,  be
                    exercisable  until at least  six  months  after  the date of
                    grant of such Option.

               (ii) The Committee at any time:  (A) may  accelerate  the time at
                    which  any  Option  granted   hereunder  is  exercisable  or
                    otherwise vary the terms of an Option,  notwithstanding  the
                    fact that such  variance  may cause the Option to be treated
                    as a Nonqualified  Option; (B) in the case of a Nonqualified
                    Option,  may permit the  transferability  of such Option and
                    may  remove  any  restrictions  or  conditions  to  which  a
                    Nonqualified  Option  is  subject;  and (C)  subject  to the
                    consent  of  the  optionee,   may  convert  an   outstanding
                    Incentive Stock Option to a Nonqualified  Option if it deems
                    such conversion to be in the best interest of the optionee.

               (iii)No Option shall be exercisable  (and any attempted  exercise
                    shall be deemed null and void) if such exercise would create
                    a right of recovery for "short-swing  profits" under Section
                    16(b) of the Act,  unless the optionee  pays the Company the
                    amount  of such  "short-swing  profits"  at the  time of the
                    exercise of the Option.

               (iv) To the  extent  that the  aggregate  Market  Value Per Share
                    (determined  at the Grant  Date) of Stock  with  respect  to
                    which Incentive Stock Options  (determined without regard to
                    this  sentence)  are  exercisable  for the first time by any
                    individual  during any calendar year (under all plans of the
                    Company and its  subsidiaries)  exceeds One Hundred Thousand
                    Dollars  ($100,000),  such excess  portion of such Incentive
                    Stock Options shall be treated as Nonqualified Options (this
                    sentence shall be applied by taking  Incentive Stock Options
                    into account in the order in which they were granted).

          (f)  Method of Exercise and Payment of Exercise Price.

               (i)  Options may be  exercised  by giving  written  notice to the
                    Company stating the number of shares for which the Option is
                    being  exercised,  accompanied  by  payment  in  full of the
                    Exercise  Price relating to the shares with respect to which
                    the Option is so exercised.

                                       29
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)

               (ii) The full Exercise Price for the shares with respect to which
                    the  Option  is  being  exercised  shall be  payable  to the
                    Company:  (A) in cash or by check payable and  acceptable to
                    the Company;  (B) subject to the approval of the  Committee,
                    by  tendering  to the  Company  shares of Stock owned by the
                    optionee  having an  aggregate  Market Value Per Share as of
                    the  date of  exercise  that is not  greater  than  the full
                    Exercise  Price for the  shares  with  respect  to which the
                    Option is being  exercised,  provided that such shares shall
                    have  been  then  owned by the  optionee  for a period of at
                    least six months prior to such  exercise,  and by paying any
                    remaining  amount of the  Exercise  Price as provided in (A)
                    above;  or (C) subject to the approval of the  Committee and
                    to such  instructions  as the Committee may specify,  at the
                    optionee's   written   request   the   Company  may  deliver
                    certificates for the shares of Stock for which the Option is
                    being  exercised  to a  broker  for  sale on  behalf  of the
                    optionee,   provided  that  the  optionee  has   irrevocably
                    instructed  such broker to remit  directly to the Company on
                    the optionee's  behalf the full amount of the Exercise Price
                    from the proceeds of such sale; provided,  however,  that in
                    the case of an  Incentive  Stock  Option,  (B) and (C) above
                    shall apply only if Committee  approval is given on or prior
                    to the Grant Date and the Agreement  expressly  provides for
                    such optional  payment terms. In the event that the optionee
                    elects to make  payment as allowed  under  clause (B) above,
                    the Committee  may, upon  confirming  that the optionee owns
                    the number of shares of Stock being tendered,  authorize the
                    issuance of a new certificate for the number of shares being
                    acquired  pursuant  to the  exercise  of the Option less the
                    number of shares being tendered upon the exercise and return
                    to  the   optionee  (or  not  require   surrender   of)  the
                    certificate  for the shares of Stock being tendered upon the
                    exercise.  Payment  instruments  will be received subject to
                    collection.

               (iii)Notwithstanding   any  other  provision  of  the  Plan,  the
                    Company  shall have no  liability  to deliver  any shares of
                    Stock  under  the Plan or make  any  other  distribution  of
                    benefits under the Plan unless such delivery or distribution
                    would comply with all applicable  laws  (including,  without
                    limitation,  the requirements of the Securities Act of 1933,
                    as  amended),   and  the  applicable   requirements  of  any
                    securities  exchange,  the NASDAQ or similar entity.  If the
                    employee fails to timely accept  delivery of and pay for the
                    shares  specified in such notice,  the Committee  shall have
                    the right to  terminate  the  Option  with  respect  to such
                    shares.

          (g)  Term.

               (i)  The term of each Option shall be determined by the Committee
                    at the Grant  Date;  provided,  however,  that  each  Option
                    shall, notwithstanding anything in the Plan or any Agreement
                    to the contrary,  expire not more than ten years (five years
                    with  respect to an  Incentive  Stock  Option  granted to an
                    employee who is a 10%  Shareholder)  from the Grant Date or,
                    if earlier, the date specified in the Agreement.

               (ii) In the event an individual's employment with the Company and
                    its subsidiaries shall terminate for reasons other than: (i)
                    retirement in accordance with the terms of a retirement plan
                    of the  Company or one of its  subsidiaries  ("Retirement");
                    (ii) permanent disability (as defined in Section 22(e)(3) of
                    the Code); or (iii) death,  the  individual's  Options shall
                    terminate as of the date of such  termination  of employment
                    and shall not be  exercisable  to any extent as of and after
                    such time.

               (iii)If any  termination  of  employment  is due to Retirement or
                    permanent disability, the individual shall have the right to
                    exercise any Option at any time within the  12-month  period
                    (three-month  period in the case of  Retirement  for Options
                    that are Incentive Stock Options) following such termination
                    of  employment,  but only to the extent  that the Option was
                    exercisable   immediately   prior  to  such  termination  of
                    employment. Notwithstanding any other provision contained in
                    the Plan or the Agreements, if the termination of employment
                    is due to  retirement,  and such retiring  individual at the
                    time of his or her  retirement  (A) is at  least  fifty-five
                    (55) years of age, and (B) the sum of the  individual's  age
                    and years of service  to the  Company is equal to or greater
                    than eighty (80) years, then all outstanding options granted
                    to  such  retiring  individual  shall  automatically  become
                    immediately  exercisable  within such 12-month period (three
                    month period in the case of Options that are Incentive Stock
                    Options).

               (iv) Whether any  termination  of employment is due to Retirement
                    or permanent  disability and whether an authorized  leave of
                    absence or absence for military or government service or for
                    other reasons shall  constitute a termination  of employment
                    for  purposes  of  the  Plan  shall  be  determined  by  the
                    Committee in its sole discretion.

                                       30
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)

               (v)  If an  individual  shall die while  entitled  to exercise an
                    Option, the individual's estate,  personal representative or
                    beneficiary,  as the case may be,  shall  have the  right to
                    exercise the Option at any time within the  12-month  period
                    following the date of the  optionee's  death,  to the extent
                    that the  optionee  was entitled to exercise the same on the
                    day immediately prior to the optionee's death.

               (vi) The right of an  individual  to  exercise  an  Option  shall
                    terminate to the extent that such Option is exercised.

V.   Corporate Transactions and Adjustment.

     (a)  Effect on Corporate Actions. The existence of the Plan and the Options
          granted  hereunder  shall not  affect in any way the right or power of
          the Board of Directors or the  shareholders  of the Company to make or
          authorize any adjustment,  recapitalization,  reorganization  or other
          change in the Company's capital structure or its business,  any merger
          or  consolidation  of the Company  with or into  another  entity,  any
          issuance of bonds,  debentures,  preferred or prior preference  stocks
          ahead of or affecting the Stock or the rights thereof, the dissolution
          or  liquidation  of the  Company or any sale or transfer of all or any
          part  of its  assets  or  business,  or  any  other  corporate  act or
          proceeding.

     (b)  Adjustment.  The shares with  respect to which  Options may be granted
          are shares of Stock as presently constituted.  If, however, the number
          of  outstanding  shares of Stock are increased or  decreased,  or such
          shares  are  exchanged  for a  different  number  or kind of shares or
          securities   of   the   Company   through   reorganization,    merger,
          recapitalization,   reclassification,  stock  dividend,  stock  split,
          combination  of shares or other  similar  transaction,  the  aggregate
          number of shares of Stock  subject  to the Plan and any  maximums  set
          forth in Section III hereof, and the shares of Stock subject to issued
          and  outstanding  Options  under the Plan shall be  appropriately  and
          proportionately  adjusted by the Committee.  Any such adjustment in an
          outstanding  Option  shall be made  without  change  in the  aggregate
          Exercise Price applicable to the unexercised portion of the Option but
          with an  appropriate  adjustment  in the price for each share or other
          unit of any security covered by the Option.

     (c)  No Adjustment Upon Issuance of Securities.  Except as may otherwise be
          expressly  provided in the Plan, the issuance by the Company of shares
          of capital stock of any class or securities convertible into shares of
          capital stock of any class for cash, property, labor or services, upon
          direct  sale,  upon the  exercise of rights or  warrants to  subscribe
          therefor,  or upon  conversion of shares or obligations of the Company
          convertible into such shares of capital stock or other securities, and
          in any case  whether or not for fair value,  shall not affect,  and no
          adjustment by reason thereof shall be made with respect to, the number
          of shares of Stock  available  under the Plan or  subject  to  Options
          theretofore  granted or the  Exercise  Price per share with respect to
          outstanding Options.

     (d)  Final  Determination.  Adjustments under this Section shall be made by
          the Committee  whose  determination  as to what  adjustments  shall be
          made, and the extent thereof,  shall be final, binding and conclusive.
          No  fractional  shares of Stock  shall be issued  under the Plan or in
          connection with any such adjustment.

     (e)  Automatic Termination of Plan and Options. Notwithstanding anything to
          the contrary contained in this Section V, upon: (i) the dissolution or
          liquidation  of  the  Company,   (ii)  a  reorganization,   merger  or
          consolidation  of the Company with one or more  corporations  in which
          the  Company  is not the  surviving  corporation,  or  (iii) a sale of
          substantially  all of  the  assets  of the  Company,  the  Plan  shall
          terminate,  and any  outstanding  Options granted under the Plan shall
          terminate  on the day  before  the  consummation  of the  transaction;
          provided  that  the  Committee  shall  have  the  right,  but  not the
          obligation,  to  accelerate  the  time in  which  any  Options  may be
          exercised  prior to such a termination.  However,  the  termination of
          such  Options  shall  not occur if  provision  is made in  writing  in
          connection  with  the  transaction,  in a  manner  acceptable  to  the
          Committee,  for: (A) the  continuance  of the Plan and  assumption  of
          outstanding  Options,  (B) the  substitution  for such  Options of new
          options to purchase the stock of a successor corporation (or parent or
          subsidiary  thereof),  with  appropriate  adjustments as to number and
          kind of shares and option price or (C) other  treatment of the Options
          acceptable to the Committee. The Committee shall have the authority to
          amend this  paragraph  to provide for a  requirement  that a successor
          corporation assume any outstanding Options.

                                       31
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)

VI.  Term of Plan.

     No Option  shall be granted  pursuant to the Plan after ten (10) years from
the  earlier of the date of  adoption of the Plan by the Board of the Company or
the  date  of  approval  by  the  Company's  shareholders.  Notwithstanding  the
foregoing,  if a longer term is  permitted  with  respect to the  duration of an
incentive  stock  option  plan under law,  the Board may extend the term of this
Plan to a term not to exceed  the  longest  term  permitted  with  respect to an
incentive stock option plan.

VII. Amendment and Termination of Plan.

     (a)  Authority to Amend and  Terminate.  The Board may,  from time to time,
          with respect to any shares at the time not subject to Options, suspend
          or  terminate  the Plan or  amend or  revise  the  terms of the  Plan;
          provided  that any  amendment  to the  Plan  shall  be  approved  by a
          majority of the shareholders of the Company if the amendment would (i)
          materially  increase or decrease the benefits accruing to participants
          under the Plan;  (ii)  increase  or  decrease  the number of shares of
          Stock which may be issued under the Plan,  except as  permitted  under
          the  provisions  of Section V above;  or (iii)  materially  modify the
          requirements as to eligibility for participation in the Plan.

     (b)  Consent of Optionholder Required. Subject to the provisions in Section
          V above,  no amendment,  suspension or termination of this Plan shall,
          without  the  consent of the  optionee,  alter or impair any rights or
          obligations under any Option granted to such optionee under the Plan.

VIII. Effective Date of Plan.

     The Plan shall become  effective upon adoption by the Board and approval by
the Company's  shareholders;  provided,  however,  that prior to approval of the
Plan by the Company's  shareholders but after adoption by the Board, Options may
be granted under the Plan subject to obtaining such approval.

IX.  Preemption by Applicable Laws and Regulations.

     Anything in the Plan or any Agreement  entered into pursuant to the Plan to
the contrary  notwithstanding,  if, at any time specified  herein or therein for
the  making  of  any  determination  with  respect  to  the  issuance  or  other
distribution  of shares of Stock,  any law,  regulation  or  requirement  of any
governmental  authority having jurisdiction in the premises shall require either
the Company or the optionee (or the optionee's beneficiary), as the case may be,
to take any action in connection  with any such  determination,  the issuance or
distribution  of such  shares  or the  making  of such  determination  shall  be
deferred until such action shall have been taken.

X.   Miscellaneous.

     (a)  Taxes and Withholding. All distributions under the Plan are subject to
          withholding of all applicable  taxes,  and the Committee may condition
          the  delivery  of any  shares  or  other  benefits  under  the Plan on
          satisfaction of the applicable withholding obligations. The Committee,
          in its discretion,  and subject to such  requirements as the Committee
          may impose prior to the  occurrence  of such  withholding,  may permit
          such withholding  obligations to be satisfied  through cash payment by
          the  optionee,  through  the  surrender  of shares  of Stock  that the
          optionee  already owns, or through the surrender of shares of Stock to
          which the optionee is otherwise entitled under the Plan.

     (b)  No  Employment  Contract.  Nothing  contained  in the  Plan  shall  be
          construed as conferring upon any optionee the right to continue in the
          employ of the Company or any of its subsidiaries.

     (c)  Employment  with  Subsidiaries.  Employment  by the  Company  for  the
          purpose of this Plan shall be deemed to include  employment by, and to
          continue  during any period in which an employee is in the  employment
          of, any subsidiary.

                                       32
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                  EXHIBIT 99.1 - O'Reilly Automotive, Inc. 2003
                     Employee Stock Option Plan (Continued)

     (d)  No Rights as a  Shareholder.  An  optionee  shall  have no rights as a
          shareholder  with respect to shares covered by such optionee's  Option
          until the date of the  issuance  of shares  to the  optionee  upon the
          optionee's  exercise of the  Option.  No  adjustment  will be made for
          dividends or other  distributions  or rights for which the record date
          is prior to the date of such issuance.

     (e)  No Right to Corporate  Assets.  Nothing contained in the Plan shall be
          construed as giving any optionee, such optionee's beneficiaries or any
          other person any equity or other interest of any kind in any assets of
          the  Company or any  subsidiary  or  creating a trust of any kind or a
          fiduciary  relationship  of  any  kind  between  the  Company  or  any
          subsidiary  and any  such  person.  Any  optionee  shall  have  only a
          contractual  right to shares  of Stock as set forth in the  Agreement,
          unsecured by any assets of the Company or any subsidiary,  and nothing
          contained in the Plan shall  constitute a guarantee that the assets of
          the Company or any subsidiary  shall be sufficient to pay any benefits
          to any person.

     (f)  No  Restriction  on Corporate  Action.  Nothing  contained in the Plan
          shall be  construed  to prevent  the  Company or any  subsidiary  from
          taking  any  corporate  action  that is deemed by the  Company or such
          subsidiary to be appropriate or in its best interests,  whether or not
          such  action  would have an  adverse  effect on the Plan or any Option
          made under the Plan.  No optionee,  beneficiary  or other person shall
          have any claim  against the Company or any  subsidiary  as a result of
          any such action.

     (g)  Limitations on Transfer.  Except as designated by the optionee by will
          or by the laws of descent and distribution, neither an optionee nor an
          optionee's  beneficiary  shall  have  the  power  or  right  to  sell,
          exchange, pledge, transfer, assign or otherwise encumber or dispose of
          such optionee's or  beneficiary's  interest  arising under the Plan or
          any Option received under the Plan, nor shall such interest be subject
          to seizure for the payment of an  Optionee's or  beneficiary's  debts,
          judgments,  alimony,  or separate  maintenance or be  transferable  by
          operation  of law in  the  event  of an  optionee's  or  beneficiary's
          bankruptcy or insolvency  and to the extent any such interest  arising
          under the Plan or an Option  received  under the Plan is  awarded to a
          spouse  pursuant to any divorce  proceeding,  such  interest  shall be
          deemed to be  terminated  and  forfeited  notwithstanding  any vesting
          provisions or other terms herein or in the agreement  evidencing  such
          Option.

     (h)  Application  of Funds.  The proceeds  received by the Company from the
          sale of shares of Stock pursuant to the Plan shall be used for general
          corporate purposes.

     (i)  Elections in Writing. Unless otherwise specified herein, each election
          required  or  permitted  to be made by any  optionee  or other  person
          entitled to benefits under the Plan,  and any permitted  modification,
          or  revocation  thereof,  shall be in writing at such  times,  in such
          form,  and  subject  to  such   restrictions  and   limitations,   not
          inconsistent  with  the  terms of the  Plan,  as the  Committee  shall
          require.

     (j)  Governing Law; Construction. All rights and obligations under the Plan
          shall be governed by, and the Plan shall be  construed  in  accordance
          with,  the  laws  of the  State  of  Missouri  without  regard  to the
          principles  of  conflicts  of laws.  Titles and  headings  to Sections
          herein are for purposes of reference  only, and shall in no way limit,
          define or  otherwise  affect  the  meaning  or  interpretation  of any
          provisions of the Plan.

                                       33
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                    EXHIBIT 99.2 - O'Reilly Automotive, Inc.
                        2003 Director Stock Option Plan

                            O'REILLY AUTOMOTIVE, INC.
                         2003 DIRECTOR STOCK OPTION PLAN

I.   Establishment and Purpose.

     O'Reilly  Automotive,  Inc.  hereby  establishes  a stock option plan to be
named the 2003 O'Reilly Automotive, Inc. Director Stock Option Plan. The purpose
of the Plan is to provide (a) further  inducement to qualified persons to become
and remain Eligible  Directors of the Company,  and (b) additional  incentive to
Eligible Directors of the Company by encouraging them to acquire shares of Stock
upon the exercise of Options granted  hereunder in return for services  rendered
by them to the Company,  thereby increasing such Eligible Directors' proprietary
interest in the business of the Company;  thereby furthering the interest of the
Company and its shareholders.

II.  Definitions.

     (a)  "Act" means the  Securities  and Exchange Act of 1934, as amended from
          time to time.

     (b)  "Board" means the Board of Directors of the Company.

     (c)  "Code"  means the  Internal  Revenue  Code of 1986,  as amended and in
          effect from time to time.

     (d)  "Committee"  means the  Committee of the Board  consisting of not less
          than two members of the Board as the Board may appoint.

     (e)  "Company" means O'Reilly Automotive, Inc., a corporation organized and
          existing under the laws of the State of Missouri.

     (f)  "Eligible  Director"  means  a  director  of  the  Company  who is not
          otherwise  an officer or employee of the Company or of any  subsidiary
          thereof.

     (g)  "Fair Market  Value" of the Stock shall mean:  (A) if the Stock is not
          publicly traded, the amount determined by the Committee on the date of
          the  grant  of the  Option;  (B)  if the  Stock  is  not  traded  on a
          securities  exchange and not quoted on the NASDAQ,  the closing quoted
          selling  price of the  Stock on the  date of  grant of the  Option  as
          quoted in "pink  sheets"  published  by the National  Daily  Quotation
          Bureau; (C) if the Stock is not traded on a securities exchange but is
          quoted on the NASDAQ, the closing quoted selling price of the Stock on
          the  date of grant  of the  Option,  as  reported  by the Wall  Street
          Journal;  or (D) if the Stock is admitted  to trading on a  securities
          exchange, the closing quoted selling price of the Stock on the date of
          grant of the Option, as reported in the Wall Street Journal.

     (h)  "Option" means an option granted under this Plan to acquire Stock.

     (i)  "Optionee" means the person to whom an Option is granted.

     (j)  "Option Agreement" means an agreement issued to each Eligible Director
          with respect to each Option.

     (k)  "Option  Date" means the date as of which an Option is granted,  which
          shall  be  the  first   business  day  after  the  annual  meeting  of
          Shareholders of the Company .

     (l)  "NASDAQ"  means  the  National   Association  of  Securities   Dealers
          Automated Quotation System.

     (m)  "Plan" means the 2003 O'Reilly Automotive,  Inc. Director Stock Option
          Plan.

                                       34
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                    EXHIBIT 99.2 - O'Reilly Automotive, Inc.
                  2003 Director Stock Option Plan (Continued)

     (n)  "Post-Death    Representative(s)"    means    the    executor(s)    or
          administrator(s)  of the Optionee's estate or the person or persons to
          whom  the  Optionee's  rights  under  his or her  Option  pass  by the
          Optionee's will or the laws of the descent and distribution.

     (o)  "Rule  16b-3"  means  Rule 16b-3  promulgated  by the  Securities  and
          Exchange  Commission  under the Act, as amended from time to time,  or
          any successor rule.

     (p)  "Stock" means authorized and unissued shares of $0.01 per value common
          stock of the Company or reacquired shares of such common stock held in
          its treasury.

III. Administration.

     (a)  The Plan shall be  administered  by the Committee.  The members of the
          Committee shall be "Non-Employee Directors" within the meaning of Rule
          16b-3  Act,   provided,   however,   that   noncompliance   with  such
          qualifications  shall not  invalidate  any  grants of  Options  by the
          Committee.  Committee  members  may  resign at any time by  delivering
          written  notice to the  Board.  Vacancies  in the  Committee,  however
          caused,  shall be filled by the Board.  The  Committee  shall act by a
          majority of its members in office and the  Committee may act either by
          vote at a telephonic or other meeting or by a consent or other written
          instrument  signed  by all of the  members  of the  Committee.  If the
          Committee  does not exist,  or for any other reason  determined by the
          Board,  the  Board  mat take any  action  under  the Plan  that  would
          otherwise be the responsibility of the Committee.

     (b)  Subject to and not  inconsistent  with the express  provisions  of the
          Plan,  the Committee has and may exercise such powers and authority of
          the Board as may be  necessary  or  appropriate  for the  Committee to
          carry  out  its  functions  under  the  Plan.   Without  limiting  the
          generality of the foregoing,  the Committee  shall have full power and
          authority  (i) to determine all questions of fact that may arise under
          the  Plan,   (ii)  to  interpret  the  Plan  and  to  make  all  other
          determinations  necessary or advisable for the  administration  of the
          Plan and (iii) to prescribe,  amend and rescind rules and  regulations
          relating to the Plan,  including,  without limitation,  any rules that
          the Committee  determines  are necessary or appropriate to ensure that
          the Company  and the Plan will be able to comply  with all  applicable
          provisions  of  any  applicable  federal,  state  or  local  law.  All
          interpretations,  determinations  and actions by the Committee will be
          final and binding upon all persons,  including  the Company,  Eligible
          Directors and Optionees.

IV.  Shares Subject to the Plan.

     (a)  Subject to the provisions of Section 10 hereof, the Stock which may be
          issued  pursuant  to the  exercise of Options  granted  under the Plan
          shall not exceed in the aggregate  200,000  shares of Stock,  plus all
          shares  authorized  under  the 1993  Director  Stock  Option  Plan not
          covered by an option on the date such plan expires.

     (b)  At any time during the existence of the Plan,  there shall be reserved
          for issuance  upon the exercise of Options  granted  under the Plan an
          amount of Stock  (subject  to  adjustment  as  provided  in Section 10
          hereof) equal to the total number of share then  issuable  pursuant to
          all such Option  grants which shall have been made prior to such time.
          The Company in its discretion  may use  reacquired  shares held in the
          treasury in lieu of authorized but unissued shares.

     (c)  If an Option terminates, in whole or in part, by expiration or for any
          other reason  except  exercise of such Option,  the shares  previously
          reserved  for  issuance  upon  grant  of the  Option  shall  again  be
          available  for issuance as if such shares had never been subject to an
          Option.

V.  Granting of Options.

     (a)  Each  person who is an  Eligible  Director  on the  Option  Date shall
          receive  Options  to  acquire  10,000  shares  of Stock at a per share
          purchase  price equal to the per share Fair Market  Value of the Stock
          on the Option Date, provided,  however, that no grant shall be made to
          any Eligible  Director who is first  elected a director of the Company
          at the annual meeting of the  shareholders  immediately  preceding the
          Board meeting on the Option Date.

     (b)  Each Eligible  Director may also be granted  Options from time to time
          upon approval by the full Board.

                                       35
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                    EXHIBIT 99.2 - O'Reilly Automotive, Inc.
                  2003 Director Stock Option Plan (Continued)

          (c)  All  Options  granted  under the Plan  shall be  granted as of an
               Option Date.  Promptly  after each Option Date, the Company shall
               notify the  Optionee of the grant of the  Option,  and shall hand
               deliver  or  mail  to the  Optionee  an  Option  Agreement,  duly
               executed by and on behalf of the  Company,  with the request that
               the  Optionee  execute  and return the  Option  Agreement  within
               thirty days after the Option Date. If the Optionee  shall fail to
               execute  and return the  written  Option  Agreement  within  said
               thirty-day  period,  his or her  Option  shall  be  automatically
               terminated,   except  that  if  the  Optionee  dies  within  said
               thirty-day  period,  such  Option  Agreement  shall be  effective
               notwithstanding  the fact  that it has not been  signed  prior to
               death.

     (d)  Options  granted  under the Plan will not be incentive  stock  options
          within the meaning of Section 422 of the Code.

VI.  Terms of Options.

Notwithstanding  any other provision of the Plan, each Option shall be evidenced
by an Option Agreement, which shall include the substance of the following terms
and conditions:

     (a)  The option price for each share of Stock covered by an Option shall be
          an amount  equal to 100% of the Fair Market  Value of a share of Stock
          on the Option Date of such Option.

     (b)  The  Option by its terms  shall not be  transferable  by the  Optionee
          otherwise than by will or by the laws of descent and  distribution  or
          pursuant to a  qualified  domestic  relations  order as defined by the
          Code or regulations thereunder.  The designation of a beneficiary does
          not constitute a transfer. The Option shall be exercisable, during the
          Optionee's lifetime, only by the Optionee.

     (c)  The Option by its terms shall be immediately  exercisable as to any or
          all shares and may be exercised at any time and from time to time.

     (d)  Each  Option  granted  under  the  Plan  and  all  unexercised  rights
          thereunder shall expire automatically upon the earlier of (i) the date
          on which an  Optionee  ceases  to hold  office  as a  director  of the
          Company for any reason  other than  retirement,  death or  disability,
          (ii) the date that is three months following the effective date of the
          Optionee's  retirement from service on the Board,  (iii) the date that
          is one year following the date on which the Optionee's  service on the
          Board of Directors of the Company  ceases due to death or  disability,
          and (iv) the seventh anniversary date of the Option date.

VII. No Right to Remain a Director.

The grant of an Option  shall not  create any right in any person to remain as a
director of the Company.

VIII. Exercise of Options.

     (a)  An Option may be exercised in whole or in part except as otherwise may
          be provided in the Option  Agreement,  by giving written notice to the
          Company  stating the number of shares of Stock for which the Option is
          being  exercised,  accompanied  by  payment  in full of the  aggregate
          purchase price for the shares of Stock being purchased. Payment of the
          aggregate  purchase  price for the  shares of Stock may be made (i) in
          cash or by check  payable and  acceptable  to the Company for the full
          amount of the  purchase  price of the shares with respect to which the
          Option is  exercised,  (ii) subject to the approval of the  Committee,
          upon  delivery to the  Company on the  exercise  date of  certificates
          representing  shares of Stock,  owned by the  Optionee for longer than
          six months and registered in the Optionee's name, having a Fair Market
          Value  on the date of such  exercise  and  delivery  equal to the full
          amount of the  purchase  price of the shares with respect to which the
          Option is  exercised,  (iii) at the  Optionee's  written  request  and
          subject to the approval of the Committee and to such  instructions  as
          the Committee  may specify,  in  accordance  with a cashless  exercise
          program pursuant to which the Company may deliver certificates for the
          shares of Stock for which the  Option is being  exercised  to a broker
          for sale on behalf of the  Optionee,  provided  that the  Optionee has
          irrevocably instructed such broker to remit directly to the Company on
          the Optionee's  behalf the full amount of such purchase price from the
          proceeds  of such  sale,  or (iv) a  combination  of (i) and (ii) that
          collectively  equals  the full  amount  of the  purchase  price of the
          shares with respect to which the Option is exercised.

     (b)  An  Optionee  shall  have  none of the  rights of a  shareholder  with
          respect to shares of Stock  subject to his or her Option  until shares
          of Stock  are  issued  to him or her upon the  exercise  of his or her
          Option.

                                       36
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                    EXHIBIT 99.2 - O'Reilly Automotive, Inc.
                  2003 Director Stock Option Plan (Continued)

IX.  General Provisions.

The Company shall not be required to issue or deliver any certificate for shares
of Stock to an Optionee upon the exercise of his or her Option:

     (a)  Prior to (i) if requested by the Company,  the filing with the Company
          by the  Optionee  or the  Optionee's  Post-Death  Representative  of a
          representation in writing that at the time of such exercise that it is
          his or her then present intention to acquire the shares of Stock being
          purchased  for  investment  and  not  for  resale,   and/or  (ii)  the
          completion of any  registration or other  qualification of such shares
          of Stock  under any state or  federal  securities  laws or  rulings or
          regulations  of any  governmental  regulatory  body which the  Company
          shall determine to be necessary or advisable; and

     (b)  Unless such issuance or delivery would comply with all applicable laws
          and the applicable requirements of any securities exchange, the NASDAQ
          or similar entity.

X.  Adjustment Provisions.

     (a)  The existence of the Plan and the Options granted  hereunder shall not
          affect in any way the right or power of the Board or the  shareholders
          of the Company to make or authorize any adjustment,  recapitalization,
          reorganization  or other change in the Company's  capital structure or
          its business,  any merger or consolidation of the Company with or into
          another entity, any issuance of bonds, debentures,  preferred or prior
          preference  stocks  ahead of or  affecting  the  Stock  or the  rights
          thereof, the dissolution or liquidation of the Company for any sale or
          transfer  of all or any part of its assets or  business,  or any other
          corporate act or proceeding.

     (b)  The shares with respect to which  Options may be granted are shares of
          Stock as presently constituted. If, however, the number of outstanding
          shares  of Stock  are  increased  or  decreased,  or such  shares  are
          exchanged  for a different  number or kind of shares or  securities of
          the  Company  through  a  reorganization,   merger,  recapitalization,
          reclassification,  stock  dividend,  stock split,  number of shares of
          Stock  subject to the Plan as  provided  in Section 4 hereof,  and the
          shares of Stock subject to issuance  under  outstanding  Options under
          the Plan shall be appropriately  and  proportionately  adjusted by the
          Committee.  Any such adjustment in an outstanding Option shall be made
          without  change in the  aggregate  purchase  price  applicable  to the
          unexercised  portion of the Option but with an appropriate  adjustment
          in the price for each share or other unit of any  security  covered by
          the Option.

     (c)  Except  as may  otherwise  be  expressly  provided  in the  Plan,  the
          issuance  by the  Company of shares of  capital  stock of any class or
          securities  convertible  into shares of capital stock of any class for
          cash, property, labor or services, upon direct sale, upon the exercise
          of rights or warrants to subscribe  therefor,  or upon  conversion  of
          shares or obligations of the Company  convertible  into such shares of
          capital  stock or other  securities,  and in any case  such  shares of
          capital stock or other securities,  and in any case whether or not for
          fair value,  shall not affect,  and no  adjustment  by reason  thereof
          shall be made with respect to, the number of shares of Stock available
          under  the Plan or  subject  to  Options  theretofore  granted  or the
          purchase price per share with respect to outstanding Options.

     (d)  Adjustments  under  this  Section  10 be made by the  Committee  whose
          determination  as to what  adjustments  shall be made,  and the extent
          thereof, shall be final, binding and conclusive.  No fractional shares
          of Stock shall be issued under the Plan or in connection with any such
          adjustment.

     (e)  Notwithstanding anything to the contrary contained in this Section 10,
          upon:  (i) the  dissolution  or  liquidation  of the  Company,  (ii) a
          reorganization,  merger or  consolidation  of the Company  with one or
          more   corporations   in  which  the  Company  is  not  the  surviving
          corporation, or (iii) a sale of substantially all of the assets of the
          Company, the Plan shall terminate, and any outstanding Options granted
          under the Plan shall  terminate on the day before the  consummation of
          the transaction; provided that the Committee shall have the right, but
          not the obligation, to accelerate the time in which any Options may be
          exercised  prior to such a termination.  However,  the  termination of
          such  Options  shall  not occur if  provision  is made in  writing  in
          connection  with  the  transaction,  in a  manner  acceptable  to  the
          Committee,  for: (A) the  continuance  of the Plan and  assumption  of
          outstanding  Options,  (B) the  substitution  for such  Options of new
          options to purchase the stock of a successor corporation (or parent or
          subsidiary  thereof),  with  appropriate  adjustments as to number and
          kind of shares and option price, or (C) other treatment of the Options
          acceptable to the Committee. The Committee shall have the authority to
          amend this  paragraph  to provide for a  requirement  that a successor
          corporation assume any outstanding Options.

                                       37
O'REILLY AUTOMOTIVE, INC.AND SUBSIDIARIES
                    EXHIBIT 99.2 - O'Reilly Automotive, Inc.
                   2003 Director Stock Option Plan (Continued)

XI.  Duration, Amendment and Termination.

     (a)  The Board may at any time  terminate the Plan or make such  amendments
          thereof as it shall deem  advisable  and in the best  interests of the
          Company, without further action on the part of the shareholders of the
          Company;  provided,  however,  that no such  termination  or amendment
          shall, without the consent of the Optionee, adversely affect or impair
          the rights of such Optionee,  and provided further,  that no amendment
          requiring  shareholder  approval in order to meet the  requirements of
          Rule 16b-3  shall be  effective  unless such  shareholder  approval is
          obtained,  and  provided,  further  that the  provisions  relating  to
          eligible  persons,  the  amount  and price of awards and the timing of
          awards  may not be amended  more than once every six months  except to
          comport  with changes in the Code or the  Employee  Retirement  Income
          Security Act of 1974, or the rules  thereunder.  (b) The period during
          which Options may be granted under the Plan shall  terminate on May 6,
          2013,  unless the Plan earlier shall have been  terminated as provided
          above.

XII. Withholding.

     The  Company  shall  have the right to  deduct  from  payments  of any kind
          otherwise due to the Optionee any federal, state or local taxes of any
          kind  required by law to be withheld with respect to any shares issued
          upon exercise of Options under the Plan.

XIII. Shareholder Approval.

The Plan shall become  effective  upon adoption by the Board and approval by the
Company's shareholders; provided, however, that prior to approval of the Plan by
the  Company's  shareholders  but after  adoption  by the Board,  Options may be
granted under the Plan subject to obtaining such approval.

                                       38