UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT


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


       Date of report (Date of earliest event reported): October 26, 2004


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


         Missouri                                      44-0618012
--------------------------------------------------------------------------------
(State or Other Jurisdiction                  (IRS Employer Identification No.)
     of Incorporation) 

                                233 S. Patterson
                           Springfield, Missouri 65802
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)


                                  417-862-6708
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                (Not Applicable)
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-d(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240-13e-4(c))

Section 2 - Financial Information
Item 2.02  Results of Operations and Financial Condition.

On October 26, 2004, O'Reilly Automotive, Inc. issued a press release announcing
thrid  quarter  earnings.  The text of the press  release is attached  hereto as
Exhibit 99.1.


Section 7 - Regulation FD
ITEM 7.01. REGULATION FD DISCLOSURE

On October 26, 2004, O'Reilly Automotive, Inc. issued a press release announcing
thrid  quarter  earnings.  The text of the press  release is attached  hereto as
Exhibit 99.1.

Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits

Exhibit 
Number         Description
------         -----------------------------------------------------------------

 99.1          Press Release dated October 26, 2004

The  information  in this  Current  Report on Form 8-K,  including  the  exhibit
hereto,  shall not be deemed  "filed"  for the  purposes  of  Section  18 of the
Securities  Exchange  Act of 1934,  as  amended,  or  otherwise  subject  to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended.

                                    SIGNATURE

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 hereunto duly authorized.

Date:  October 28, 2004
                                     O'REILLY AUTOMOTIVE, INC.

                                     By:/s/ James R. Batten               
                                     -------------------------------------------
                                     James R. Batten
                                     Executive Vice President of Finance
                                      Chief Financial Officer and Treasurer
                                      (principal financial officer)



                                  






FOR IMMEDIATE RELEASE

For further information contact:                              David O'Reilly
                                                              James R. Batten
                                                              (417) 862-3333
________________________________________________________________________________

         O'REILLY AUTOMOTIVE, INC. REPORTS RECORD THIRD QUARTER RESULTS
                             11.8% OPERATING MARGIN
________________________________________________________________________________

Springfield,  MO, October 26, 2004 -- O'Reilly  Automotive,  Inc. ("O'Reilly" or
"the Company")  (Nasdaq:  ORLY) today announced record revenues and earnings for
the third  quarter of 2004,  representing  44  quarters of record  revenues  and
earnings for O'Reilly since becoming a public company in April 1993.

Net income  for the third  quarter  ended  September  30,  2004,  totaled  $33.2
million,  up 12.6% from $29.5  million for the same  period a year ago.  Diluted
earnings  per share for the third  quarter of 2004  increased  11.1% to $0.60 on
55.8  million  shares  compared  to $0.54 for the third  quarter of 2003 on 54.9
million  shares.  Product sales for the third quarter ended  September 30, 2004,
totaled $455.2 million,  up 10.4% from $412.2 million for the same period a year
ago.  Gross profit for the third quarter of 2004 increased to $195.8 million (or
43.0% of product  sales) from $175.7 million (or 42.6% of product sales) for the
same period a year ago, representing an increase of 11.5%.

Net income for the first nine months of 2004  totaled  $93.0  million,  up 22.1%
from $76.2 million for the same period a year ago.  Diluted  earnings per common
share for the first nine months of 2004 increased 19.3% to $1.67 on 55.6 million
shares  compared to $1.40 a year ago on 54.3 million  shares.  Product sales for
the first nine months of 2004 totaled $1.29 billion, up 13.0% from $1.14 billion
for the same period a year ago.  Gross  profit for the first nine months of 2004
increased to $552.9  million (or 42.7% of product sales) from $482.3 million (or
42.1% of product sales) for the same period a year ago, representing an increase
of 14.6%.

Comparable  store product sales for stores open at least one year increased 3.4%
and 6.2% for the third quarter and first nine months of 2004, respectively.

"We  are  very  pleased  with  the  company's  performance  this  past  quarter,
particularly in light of the aftermarket's  continued relative softness in sales
and with the challenging  circumstances that many of our stores in the southeast
faced with the hurricane  season," said David  O'Reilly,  co-chairman  and chief
executive  officer.  "Team O'Reilly fired on all eight cylinders  throughout the
quarter  achieving a 3.4%  comparable  store sales  increase  and opening 35 new
stores, driving a net income increase of 12.6%".

The Company will host a conference  call  Wednesday,  October 27, 2004, at 10:00
a.m. central time to discuss its results,  as well as future  expectations.  The
call will be  available  by web cast at  www.oreillyauto.com,  www.vcall.com  or
www.streetevents.com.  Investors may listen to the  conference  call live on the
Company's web site, www.oreillyauto.com,  by clicking "News". A replay will also
be available on the web site shortly after the call.



O'Reilly  Automotive,  Inc.  is  one  of  the  largest  specialty  retailers  of
automotive aftermarket parts, tools, supplies,  equipment and accessories in the
United  States,  serving  both the  do-it-yourself  and  professional  installer
markets.  Founded in 1957 by the O'Reilly  family,  the Company  operated  1,205
stores  within the states of  Alabama,  Arkansas,  Florida,  Georgia,  Illinois,
Indiana, Iowa, Kansas, Kentucky,  Louisiana,  Mississippi,  Missouri,  Nebraska,
North  Carolina,  Oklahoma,  Tennessee,  Texas and Virginia as of September  30,
2004.

The  Company  claims  the  protection  of the  safe-harbor  for  forward-looking
statements  contained in the Private  Securities  Litigation Reform Act of 1995.
These statements discuss, among other things, expected growth, store development
and  expansion  strategy,  business  strategies,   future  revenues  and  future
performance.   These   forward-looking   statements   are  based  on  estimates,
projections, beliefs and assumptions and are not guarantees of future events and
results.  Such statements are subject to risks,  uncertainties  and assumptions,
including, but not limited to, competition,  product demand, the market for auto
parts,  the economy in general,  inflation,  consumer debt levels,  governmental
approvals, our ability to hire and retain qualified employees,  risks associated
with the integration of acquired businesses,  weather, terrorist activities, war
and the threat of war.  Actual  results may materially  differ from  anticipated
results described in these forward-looking statements.  Please refer to the Risk
Factors  sections of the  Company's  Form 10-K for the year ended  December  31,
2003, for more details.




                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)



                                                  September 30,    December 31,
                                                      2004            2003
                                                  ------------    ------------
                                                   (Unaudited)       (Note)
                                                            
Assets
Current assets:
   Cash and cash equivalents                       $    83,619     $    21,094
   Accounts receivable, net                             61,493          52,235
   Amounts receivable from vendors, net                 44,276          50,695
   Inventory                                           612,699         554,309
   Deferred income taxes                                 5,854           4,753
   Other current assets                                  6,143           4,399
                                                  ------------    ------------
         Total current assets                          814,084         687,485

Property and equipment, at cost                        747,749         626,142
Accumulated depreciation and amortization              208,080         177,084
                                                  ------------    ------------
         Net property and equipment                    539,669         449,058

Notes receivable, less current portion                  22,082          24,313
Other assets, net                                       29,493          26,736
                                                  ------------    ------------
Total assets                                       $ 1,405,328     $ 1,187,592
                                                  ============    ============

Liabilities and shareholders' equity
Current liabilities:
   Income taxes payable                            $    17,128     $     6,872
   Accounts payable                                    268,153         176,513
   Accrued payroll                                      15,415          17,307
   Accrued benefits and withholdings                    36,979          27,368
   Other current liabilities                            26,032          16,883
   Current portion of long-term debt                       592             925
                                                  ------------    ------------
          Total current liabilities                    364,299         245,868

Long-term debt, less current portion                   100,469         120,977
Deferred income taxes                                   38,120          29,448
Other liabilities                                        7,770           7,014

Shareholders' equity:
   Common stock, $0.01 par value:
      Authorized shares - 90,000,000
      Issued and outstanding shares -
        55,208,493 at September 30, 2004,
        and 54,664,976 at December 31, 2003                552             547
   Additional paid-in capital                          320,050         302,691
   Retained earnings                                   574,068         481,047
                                                  ------------    ------------
Total shareholders' equity                             894,669         784,285
                                                  ------------    ------------
Total liabilities and shareholders' equity         $ 1,405,328     $ 1,187,592
                                                  ============    ============


Note:  The balance sheet at December 31, 2003, has been derived from the audited
consolidated  financial statements at that date, but does not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United States for complete financial statements.




                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                      (In thousands, except per share data)



                                                  Three Months Ended           Nine Months Ended
                                                      September 30,                September 30,     
                                              --------------------------    --------------------------
                                                  2004           2003           2004           2003   
                                              -----------    -----------    -----------    -----------  
                                                                               
Product sales                                 $   455,162    $   412,182    $ 1,293,623    $ 1,144,769
Cost of goods sold, including 
  warehouse and distribution expenses             259,314        236,529        740,679        662,457
                                              -----------    -----------    -----------    -----------
Gross profit                                      195,848        175,653        552,944        482,312
Operating, selling, general and
   administrative expenses                        142,039        127,291        402,798        355,883
                                              -----------    -----------    -----------    -----------
Operating income                                   53,809         48,362        150,146        126,429
Other expense, net                                   (791)        (1,179)        (1,675)        (4,594)
                                              -----------    -----------    -----------    -----------
Income before income taxes                         53,018         47,183        148,471        121,835
Provision for income taxes                         19,775         17,650         55,450         45,650
                                              -----------    -----------    -----------    -----------
Net income                                    $    33,243    $    29,533    $    93,021    $    76,185
                                              ===========    ===========    ===========    ===========
Net income per common share                   $      0.60    $      0.55    $      1.69    $      1.42
                                              ===========    ===========    ===========    ===========
Net income per common share 
  - assuming dilution                         $      0.60    $      0.54    $      1.67    $      1.40
                                              ===========    ===========    ===========    ===========
Weighted-average common shares outstanding         55,140         54,090         54,923         53,711
                                              ===========    ===========    ===========    ===========
Adjusted weighted-average common shares
  outstanding - assuming dilution                  55,778         54,864         55,627         54,282
                                              ===========    ===========    ===========    ===========


                                     
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                         SELECTED FINANCIAL INFORMATION
                                   (Unaudited)



                                                      September 30,    
                                                -----------------------
                                                   2004          2003   
                                                ----------    ---------
                                                        
Inventory turnover (1)                                1.65         1.64
Inventory turnover, net of payables (2)               2.61         2.16

AP to inventory (3)                                   43.8%        28.7%
Debt-to-capital (4)                                   10.2%        12.9%
Return on equity (5)                                  14.2%        13.8%
Return on assets (6)                                   9.2%         9.0%

Square footage (in thousands)                        8,016        7,082

Store count:
  New stores, net (three months ended)                  35           33
  Total stores                                       1,205        1,074

Total employment                                    17,320       15,660


                                                          Three Months Ended
                                                              September 30,   
                                                        ----------------------
                                                           2004         2003   
                                                        ---------    ---------
Other information (in thousands):
  Capital expenditures                                  $  44,472    $  32,448
  Depreciation & amortization                           $  12,512    $  10,651
  Interest expense                                      $   1,542    $   1,546
  Lease & rental expense                                $   8,478    $   8,559

Sales per weighted-average square foot (7)              $   56.65    $   57.63

Sales per weighted-average store (in thousands) (8)     $     376    $     380



(1)  Calculated  as cost of sales  for the last 12  months  divided  by  average
     inventory.  Average  inventory  is  calculated  as the  simple  average  of
     beginning and ending  inventory for the same period used in determining the
     numerator.

(2)  Calculated  as cost of sales  divided by average  inventory  less  accounts
     payable. Average inventory is calculated as the simple average of beginning
     and ending inventory for the same period used in determining the numerator.

(3)  Accounts payable divided by inventory.

(4)  The sum of long-term debt and current portion of long-term debt, divided by
     the sum of long-term  debt,  current  portion of  long-term  debt and total
     shareholders' equity.

(5)  Last 12 months net income divided by average shareholders' equity.  Average
     shareholders'  equity  is  calculated  by  taking a simple  average  of the
     beginning  and  ending  shareholders'  equity for the same  period  used in
     determining the numerator.

(6)  Last 12 months net income  divided by average total  assets.  Average total
     assets is calculated by taking a simple average of the beginning and ending
     total assets for the same period used in determining the numerator.

(7)  Total sales less jobber  sales,  divided by  weighted-average  square feet.
     Weighted-average  sales  per  square  foot  is  weighted  to  consider  the
     approximate dates of store openings or expansions.

(8)  Total  sales  less  jobber  sales,  divided  by  weighted-average   stores.
     Weighted-average  sales per store is weighted to consider  the  approximate
     dates of store openings or expansions.