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): February 23, 2005


                            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  February  25,  2005,  O'Reilly  Automotive,  Inc.  issued  a  press  release
announcing  fourth 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  February  25,  2005,  O'Reilly  Automotive,  Inc.  issued  a  press  release
announcing fourth 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 February 25, 2005

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:  February 25, 2005
                                     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 further information contact:                             David O'Reilly
                                                             James R. Batten
                                                             (417) 862-3333
________________________________________________________________________________

      O'REILLY AUTOMOTIVE, INC., REPORTS FOURTH QUARTER AND ANNUAL EARNINGS
              12TH CONSECUTIVE YEAR OF RECORD REVENUES AND EARNINGS
         8.5% INCREASE IN FOURTH QUARTER COMPARABLE STORE PRODUCT SALES
________________________________________________________________________________

Springfield,  MO, February 23, 2005 -- O'Reilly Automotive,  Inc. ("O'Reilly" or
"the Company")  (Nasdaq:  ORLY) today announced record revenues and earnings for
the fourth quarter and year ended December 31, 2004, representing 12 consecutive
years of record  revenues and earnings and  positive  comparable  store  product
sales increases for O'Reilly since becoming a public company in April 1993.

Net income,  before the  cumulative  effect of accounting  change,  for the year
ended December 31, 2004,  totaled $124.2  million,  up 24.1% from $100.1 million
for the same period a year ago.  Diluted  earnings per common share,  before the
cumulative  effect of accounting  change,  for the year ended December 31, 2004,
increased  21.2% to $2.23 on 55.7 million shares versus $1.84 a year ago on 54.5
million  shares.  Product  sales for the year ended  December 31, 2004,  totaled
$1.72  billion,  up 13.9% from $1.51  billion for the year ending  December  31,
2003.  Gross profit for the year ended  December  31, 2004,  increased to $743.2
million (or 43.2% of product  sales)  from  $638.3  million (or 42.2% of product
sales) for the year ended December 31, 2003,  representing an increase of 16.4%.
Operating,  selling,  general and administrative ("OSG&A") expenses for the year
ended December 31, 2004, increased to $542.3 million (or 31.5% of product sales)
from $473.1  million (or 31.3% of product sales) for the year ended December 31,
2003,  representing  an increase of 14.6%.  The cumulative  effect of accounting
change  resulted in a one-time  benefit of $21.9  million,  net of taxes,  or an
additional  $0.39 per diluted  share,  bringing  total  earnings for the year to
$146.1 million or $2.62 per diluted share.

Net income  for the fourth  quarter  ended  December  31,  2004,  totaled  $28.5
million,  up 19.2%  from  $23.9  million  for the same  period in 2003.  Diluted
earnings  per common  share for the fourth  quarter of 2004  increased  18.6% to
$0.51 on 56.0 million shares compared to $0.43 for the fourth quarter of 2003 on
55.3 million  shares.  Product sales for the fourth  quarter ended  December 31,
2004, totaled $427.6 million, up 16.5% from $367.0 million for the same period a
year ago. Gross profit for the fourth quarter ended December 31, 2004, increased
to $186.0  million (or 43.5% of product  sales) from $156.0 million (or 42.5% of
product  sales) for the same  period a year ago,  representing  an  increase  of
19.2%.  OSG&A  expenses  for the  fourth  quarter of 2004,  increased  to $139.5
million (or 32.6% of product  sales)  from  $117.2  million (or 31.9% of product
sales) for the same period a year ago, representing an increase of 19.0%.

Comparable  store product sales for stores open at least one year increased 8.5%
and 6.8% for the fourth quarter and year ending December 31, 2004, respectively,
representing  47 quarters of  comparable  store product  sales  increases  since
becoming a public company in April 1993.

David O'Reilly,  Chairman of the Board,  stated,  "We are extremely proud of the
tremendous  effort by all O'Reilly team members with this  quarter's  same store
sales performance.  Clearly there have been challenges in the market and through
hard work and  determination  we have been able to gain market  share.  This has
been accomplished by leading edge product  availability and a very high level of
customer  service.  2005 is  another  year of  opportunity  as we  expect to add
approximately  160 new  O'Reilly  stores and  continue  to focus on growing  our
existing store volumes and providing outstanding customer service."

Effective  January 1, 2004, the Company  changed its method of applying its LIFO
accounting  policy for inventory  costs.  Under the new method,  the Company has
inventoried certain procurement,  warehousing and distribution center costs. The
previous  method  was to  recognize  those  costs  as  incurred,  reported  as a
component  of costs of goods  sold.  The  Company  believes  the new  method  is
preferable  as it better  matches  revenues and  expenses  and is the  prevalent
method used by other entities within the automotive aftermarket.  The cumulative
effect of this  change was a one-time  benefit of $21.9  million,  net of income
taxes, or an additional $ 0.39 per diluted share.

The  change  increased  income  before  income  taxes and  cumulative  effect of
accounting  change by $4.4 million and $123,000 for the year and fourth  quarter
ended  December 31,  2004,  respectively.  The change  increased  income  before
cumulative  effect of  accounting  change by $2.7  million (or $0.05 per diluted
share) and $76,000 (or $0.00 per diluted  share) for the year and fourth quarter
ended December 31, 2004, respectively.

Also, the Company is currently  reviewing certain lease accounting  practices in
light of recent SEC  guidance  relating  to  operating  leases.  Based upon it's
preliminary review,  management  believes that any adjustments  determined to be
appropriate,  if any,  would be  immaterial  to its  current  and  prior  years'
financial results and condition.

The Company will host a conference  call  Thursday,  February 24, 2005, 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 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  1,249
stores  within the states of  Alabama,  Arkansas,  Florida,  Georgia,  Illinois,
Indiana, Iowa, Kansas, Kentucky,  Louisiana,  Mississippi,  Missouri,  Nebraska,
North Carolina,  Oklahoma, South Carolina,  Tennessee,  Texas and Virginia as of
December 31, 2004.

The  Company  claims  the  protection  of the  safe-harbor  for  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  These  statements  can be  identified  by  forward-looking  words such as
"expect,"  "believe,"   "anticipate,"   "good,"  "plan,"  "intend,"  "estimate,"
"project,"  "will" or similar words. In addition,  statements  contained  within
this press release that are not historical facts are forward-looking statements,
such as  statements  discussing  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 or implied 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)





                                                     December 31, December 31,
                                                        2004          2003
                                                    ------------  -----------
                                                     (Unaudited)      (Note)
                                                            
Assets
Current assets:
   Cash and cash equivalents                        $    69,028   $    21,094
   Accounts receivable, net                              60,928        52,235
   Amounts receivable from vendors, net                  52,976        50,695
   Inventory                                            625,320       523,750
   Deferred income taxes                                      -         4,753
   Other current assets                                   5,225         4,399
                                                    -----------   -----------
         Total current assets                           813,477       656,926

Property and equipment, at cost                         791,794       626,142
Accumulated depreciation and amortization               218,243       177,084
                                                    -----------   -----------
         Net property and equipment                     573,551       449,058

Notes receivable, less current portion                   21,690        24,313
Other assets, net                                        29,697        26,736
                                                    -----------   -----------
Total assets                                        $ 1,438,415   $ 1,157,033
                                                    ===========   ===========

Liabilities and shareholders' equity
Current liabilities:
 Income taxes payable                               $     9,736   $     6,872
 Accounts payable                                       240,548       145,954
 Accrued payroll                                         15,130        17,307
 Accrued benefits and withholdings                       35,794        27,368
 Deferred income taxes                                    7,198             -
 Other current liabilities                               24,817        16,883
 Current portion of long-term debt                          592           925
                                                    -----------   -----------
   Total current liabilities                            333,815       215,309

Long-term debt, less current portion                    100,322       120,977
Deferred income taxes                                    42,381        29,448
Other liabilities                                         7,596         7,014

Shareholders' equity:
 Common stock, $0.01 par value:
   Authorized shares - 90,000,000
   Issued and outstanding shares - 55,377,130 at
     December 31, 2004, and
     54,664,976 at December 31, 2003                        554           547
 Additional paid-in capital                             326,650       302,691
 Retained earnings                                      627,097       481,047
                                                    -----------   -----------
Total shareholders' equity                              954,301       784,285
                                                    -----------   -----------
Total liabilities and shareholders' equity          $ 1,438,415   $ 1,157,033
                                                    ===========   ===========



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
                      (In thousands, except per share data)


                                            Three Months Ended          Twelve Months Ended
                                                December 31,                 December 31,         
                                          ------------------------    ------------------------
                                             2004         2003           2004          2003     
                                          -----------  -----------    -----------  -----------
                                          (Unaudited)  (Unaudited)    (Unaudited)    (Note)
                                                                        
Product sales                             $   427,618  $   367,047    $ 1,721,241  $ 1,511,816
Cost of goods sold, including 
  warehouse and distribution expenses         241,650      211,024        978,076      873,481
                                          -----------  -----------    -----------  -----------
Gross profit                                  185,968      156,023        743,165      638,335
Operating, selling, general 
  and administrative expenses                 139,484      117,177        542,282      473,060
                                          -----------  -----------    -----------  -----------
Operating income                               46,484       38,846        200,883      165,275
Other expense, net                             (1,046)        (639)        (2,721)      (5,233)
                                          -----------  -----------    -----------  -----------
Income before income taxes and 
  cumulative effect of accounting change       45,438       38,207        198,162      160,042
Provision for income taxes                     16,947       14,305         74,004       59,955
                                          -----------  -----------    -----------  -----------
Income before cumulative effect 
  of  accounting change                        28,491       23,902        124,158      100,087

Cumulative effect of accounting 
  change, net of tax                                -            -         21,892            -
                                          -----------  -----------    -----------  -----------
Net income                                $    28,491  $    23,902    $   146,050  $   100,087
                                          ===========  ===========    ===========  ===========
Net income per common share:
Income before cumulative effect 
  of accounting change                    $      0.52  $      0.44    $      2.26  $      1.86
Cumulative effect of accounting 
  change, net of tax                                -            -           0.40            -
                                          -----------  -----------    -----------  -----------
Net income                                $      0.52  $      0.44    $      2.66  $      1.86
                                          ===========  ===========    ===========  ===========
Net income per common share - 
  assuming dilution:
Income before cumulative effect 
  of accounting change                    $      0.51  $      0.43    $      2.23  $      1.84
Cumulative effect of accounting 
  change, net of tax                                -            -           0.39            -
                                          -----------  -----------    -----------  -----------
Net income                                $      0.51  $      0.43    $      2.62  $      1.84
                                          ===========  ===========    ===========  ===========
Weighted average common 
  shares outstanding                           55,267       54,492         55,010       53,908
Adjusted weighted average common          ===========  ===========    ===========  ===========
  shares outstanding 
  - assuming dilution                          55,962       55,266         55,711       54,530
                                          ===========  ===========    ===========  ===========



Note:  The income  statement  at December  31,  2003,  has been derived from the
audited  consolidated  financial  statements  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
                         SELECTED FINANCIAL INFORMATION
                                   (Unaudited)



                                                                         December 31,
                                          ------------------------------------------------------------------------
                                          Excluding Cumulative      Including Cumulative
                                          Effect of Accounting      Effect of Accounting
                                              Change 2004                Change 2004                   2003
                                          --------------------      --------------------      --------------------
                                                                                             
Inventory turnover (1)                          1.8                         1.7                        1.7
Inventory turnover, net of payables (2)         2.7                         2.6                        2.2

AP to Inventory (3)                            40.8%                       38.5%                      27.9%
Debt-to-capital (4)                             9.8%                        9.6%                      13.5%
Return on equity (5)                           14.5%                       16.8%                      14.0%
Return on assets (6)                            9.7%                       11.3%                       9.2%




                                                 Three Months Ended       Twelve Months Ended
                                                    December 31,              December 31, 
                                                ---------------------     ---------------------
                                                   2004        2003          2004        2003    
                                                ---------   ---------     ---------   --------- 
                                                                           
Other Information (in thousands):
  Capital Expenditures                          $  47,266   $  36,450     $ 173,486   $ 136,497
  Depreciation & Amortization                   $  13,192   $  11,131     $  48,268   $  42,374
  Interest Expense                              $   1,288   $     956     $   4,700   $   6,864
  Lease & Rental Expense                        $   9,659   $   8,587     $  35,803   $  33,456

Sales per weighted-average square foot (7)      $   51.31   $   49.82     $  217.13   $  214.73

Sales per weighted-average
     store (in thousands) (8)                   $     342   $     330     $   1,443   $   1,413
Square footage (in thousands)                                                 8,318       7,348

Store count:
  New stores, net (twelve months ended)                                         140         128
  Total stores                                                                1,249       1,109

Total employment                                                             17,410      15,484



(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  for the last 12  months  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.