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)

              (Registrant's Telephone Number, Including Area Code)

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


     The press  release is attached  hereto as Exhibit 99.1 and is  incorporated
herein by reference.


     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)

                                  EXHIBIT INDEX

Number         Description
------         -----------------------------------------------------------------

 99.1          Press Release dated February 25, 2005


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




Springfield,  MO, February 23, 2005 - O'Reilly Automotive,  Inc. (the "Company")
(NASDAQ: ORLY) announced that, effective immediately, the following steps in the
Company's  leadership  transition  will occur,  which are in accordance with the
Company's management succession plan.
Greg Henslee will be promoted to Chief  Executive  Officer/Co-President  and Ted
Wise will be promoted to Chief Operating Officer/Co-President.  Both have served
as Co-Presidents of the Company since 1999.

David O'Reilly, the current Chief Executive Officer and Co-Chairman of the Board
of Directors, will become the Chairman of the Board. As the Chairman, David will
retain  an  executive   management  position  with  responsibility  for  overall
strategic  direction and will provide financial oversight and leadership support
to the Company. He will continue to chair the Company's Finance Committee, which
consists of Greg Henslee, Ted Wise and Jim Batten, EVP and CFO.

Larry  O'Reilly,  currently the other  Co-Chairman  of the Board will serve as a
Vice  Chairman of the Board.  Charlie  O'Reilly,  currently a director  and Vice
Chairman of the Board, and Rosalie O'Reilly-Wooten, a director, will continue to
serve the Company in their current  capacities.  As a result,  the four O'Reilly
family  directors will continue to serve with the current  prestigious  group of
five outside independent directors.

Greg Henslee, CEO 

As CEO,  Greg  will  assume  administrative  responsibility  for  all  corporate
operations  and will take the lead  role in  investor  communications.  Finance,
merchandise/purchasing/inventory  control,  distribution,  information  systems,
advancing technologies and corporate services will report directly to Greg.

Greg,  age 44,  has been  with the  Company  for 20 years.  He has  consistently
demonstrated a high level of leadership and expertise.  He was hired by O'Reilly
in  1984 as a parts  specialist,  and has  held  positions  as  Assistant  Store
Manager,  District  Manager,  and Computer  Operations  Manager.  In 1995 he was
appointed Vice-President of Store Operations and then in 1999 Co-President.

Ted Wise,  COO 

As COO, in addition to working  closely with Greg in an overall  corporate role,
Ted will  continue to have  direct  responsibility  for store  sales/operations,
store acquisitions,  store expansion/real  estate,  advertising/marketing,  risk
management and human resources.

Ted, age 54, has been with the company for 34 years. He began his career in 1970
at the retail store level and in 1978,  he became the Company's  first  District
Manager.  In 1984 he was named the first O'Reilly  Vice-President,  in charge of
Store  Operations,  and in 1990, he was promoted to Executive  Vice-President of
Store Operations and Sales. In 1999, Ted was named Co-President.

"We have  worked  over  the last few  years  to  develop  a  succession  plan to
effectively  and  seamlessly  transition  certain  leadership  positions to team
members who can carry on the O'Reilly  tradition of  excellence.  Continuing our
philosophy of promoting from within,  we are proud to have qualified and capable
leaders  like Greg and Ted assume  these new levels of  responsibility,"  stated
David  O'Reilly.  "I look  forward to focusing  my  leadership  efforts  towards
implementing the strategic vision we have developed at O'Reilly," added David.
The Company enjoys  tremendous  industry  experience in its top leadership ranks
and has developed a very strong team of departmental  and key business  function
leaders as well. "We are confident in our  management  team and their ability to
continue providing industry leading performance, " stated Larry O'Reilly.

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  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.