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): March 11, 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.)


In its  February 23, 2005 press  release  announcing  fourth  quarter and annual
earnings for 2004, O'Reilly  Automotive,  Inc. (the "Company")  indicated it was
reviewing  certain lease  accounting  practices in light of recent guidance from
the Chief Accountant of the SEC to the AICPA regarding  certain  operating lease
issues and their application  under generally  accepted  accounting  principles.
Management,  the  Audit  Committee  and  the  Company's  outside  auditors  have
completed this review and have determined that the Company will incur additional
non-cash  rent and  depreciation  expense of  approximately  $10.4 million ($3.5
million  related to 2004),  $6.5 million,  net of tax, in the fourth  quarter of
2004, to correct its lease  accounting.  Prior years' financial  statements will
not be  restated  due to the  immateriality  of the  amount  to the  results  of
operations  and  statement  of  financial  position  for the current year or any
individual year. As the correction  relates solely to accounting  treatment,  it
does not affect the Company's historical or future cash flows.

The effect of these  corrections,  which will be reflected  in the  consolidated
financial  statements of the Company that will be filed with the Company's  2004
Form 10-K, is an increase in depreciation  expense of $6.0 million ($2.6 million
related to 2004),  an increase in rent  expense of $4.4  million  ($0.9  million
related to 2004), and a decrease in income tax expense of $3.9 million.

As a result of the  correction  to its  accounting  for  operating  leases,  the
Company has reduced its  earnings per share  guidance  for the first  quarter of
2005 and 2005 by $.01 and $.04,  respectively.  The Company previously announced
earnings per share during its fourth  quarter 2004  conference  call on February
24, 2005.


     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:  March 11, 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)