Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
OREILLY CHARLES H JR
 2. Issuer Name and Ticker or Trading Symbol
O REILLY AUTOMOTIVE INC [ORLY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

233 SOUTH PATTERSON		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


SPRINGFIELD, MO 65802		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 11/14/2001   G 3,600 D $ 32.92 425,830 D  
Common Stock 11/16/2001   G 1,000 D $ 33.04 424,830 D  
Common Stock 06/08/2004   G 1,000 D $ 44.81 423,830 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Variable Prepaid Forward Sales Contract Confirmation   04/07/2003   J   25,000   (1) 04/07/2006 Common Stock
25,000
$ 28.1476 25,000
D
 
Variable Prepaid Forward Sales Contract Confirmation   04/07/2003   J   25,000   (2) 04/09/2007 Common Stock
25,000
$ 28.1476 25,000
D
 
Variable Prepaid Forward Sales Contract Confirmation   04/07/2003   J   25,000   (1) 04/07/2006 Common Stock
25,000
$ 28.1476 25,000
I
As trustee for reporting persons child.
Variable Prepaid Forward Sales Contract Confirmation   04/07/2003   J   25,000   (2) 04/09/2007 Common Stock
25,000
$ 28.1476 25,000
I
As trustee for reporting person's child.

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OREILLY CHARLES H JR
233 SOUTH PATTERSON
SPRINGFIELD, MO 65802		   X      

Signatures

Charles H. O'Reilly Jr. 02/14/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 7, 2003, the reporting person entered into a variable prepaid forward agreement (the "Agreement") with a brokerage firm, whereby the reporting person has agreed to sell 25,000 shares of O'Reilly Automotive, Inc. common stock (the "Shares") for the notional amount of $28.1476 per share, subject to adjustment as below, against which the reporting person received on April 7, 2003, proceeds of approximately $625,000 ($25.00 per share.) The Agreement provides that upon its expiration on April 7, 2006 (the "Settlement Date") the reporting person shall be obligated to deliver 25,000 Shares, adjusted downward if such per share value is more than the per share notional amount and equal to or less than the specified ceiling price of $33.7771. At the option of the reporting person, the Agreement may be settled in cash.
(2) On April 7, 2003, the reporting person entered into a variable prepaid forward agreement (the "Agreement") with a brokerage firm, whereby the reporting person has agreed to sell 25,000 shares of O'Reilly Automotive, Inc. common stock (the "Shares") for the notional amount of $28.1476 per share, subject to adjustment as below, against which the reporting person received on April 7, 2003, proceeds of approximately $603,000 ($24.12 per share.) The Agreement provides that upon its expiration on April 9, 2007 (the "Settlement Date") the reporting person shall be obligated to deliver 25,000 Shares, adjusted downward if such per share value is more than the per share notional amount and equal to or less than the specified ceiling price of $36.5919. At the option of the reporting person, the Agreement may be settled in cash.

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