Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                  May 28, 2002
                                 Date of Report
                        (Date of earliest event reported)

                            O'REILLY AUTOMOTIVE, INC.
             (Exact name of registrant as specified in its charter)

     Missouri                       0-21318                  44-0618012
  -----------------            ----------------          -----------------
  (State or other           (Commission File Number)       I.R.S. Employer
  jurisdiction of                                        Identification No.)
  incorporation or

                                233 S. Patterson
                              Springfield, MO 65802
          (Address of principal executive offices, including zip code)

                                 (417) 862-2674
               Registrant's telephone number, including area code

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Item 5. Other Events.

     On May 17, 2002, the company made the  announcement  contained in the press
release filed as Exhibit 99.1 to this Current Report.

Item 7.  Exhibits.

(c)   Exhibit -
      99.1 Press Release dated May 17, 2002.


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

                                           O'REILLY AUTOMOTIVE, INC.

                                           By: /s/ James R. Batten
                                           James R. Batten
                                           Vice-President of Finance
                                           Chief Financial Officer and Treasurer

Dated:  May 28, 2002

                                 EXHIBIT INDEX

           Exhibit Number                    Exhibit Description
          ----------------         -------------------------------------
               99.1                  Press release dated May 17, 2002

Exhibit 99.1

                           O'REILLY AUTOMOTIVE, INC.


For further information contact:                                David O'Reilly
                                                                James R. Batten
                                                                (417) 862-2674


Springfield,  MO, May 17,  2002 --  O'Reilly  Automotive  Inc.  (the  "Company")
(Nasdaq:ORLY), announced its Board of Directors has adopted a Stockholder Rights
Plan in which rights will be  distributed as a dividend at the rate of one Right
for each share of common stock, par value $.01 per share, of the Company held by
stockholders of record as of the close of business on May 31, 2002.

The Rights Plan is designed to deter  coercive  takeover  tactics  including the
accumulation of shares in the open market or through private transactions and to
prevent an acquiror from gaining control of the Company without  offering a fair
and adequate price to all of the Company's stockholders.  The Rights will expire
on May 30, 2012.

Each Right initially will entitle  stockholders to buy a unit  representing  one
one-hundredth  of a share of a new series of preferred  stock of the Company for
$160.  The  Rights  generally  will be  exercisable  only if a  person  or group
acquires  beneficial  ownership of 15% or more of the Company's  common stock or
commences a tender or exchange offer upon  consummation  of which such person or
group would  beneficially  own 15% or more of the Company's  common stock.  If a
person of group  acquires  beneficial  ownership of 15% or more of the Company's
common stock,  each Right (other than Rights held by the acquiror) will,  unless
the Rights are redeemed by the Company,  become  exercisable upon payment of the
exercise  price of $160 for common stock of the Company having a market value of
twice the exercise price of the Right.

A copy of the  Stockholder  Rights  Plan will be filed with the  Securities  and
Exchange Commission.