O'REILLY AUTOMOTIVE INC.



                                                                 March 22, 2005

Dear Shareholder:

     You are cordially invited to attend the 2005 Annual Meeting of Shareholders
of O'Reilly Automotive, Inc. to be held at the Clarion Hotel, Ballrooms 1 and 2,
3333 South Glenstone Avenue,  Springfield,  Missouri on Tuesday, May 3, 2005, at
10:00 a.m. local time.

     Details of the business to be conducted at the Annual  Meeting are given in
the attached Notice of Annual Meeting of Shareholders and Proxy Statement.

     In  addition  to the  specific  matters to be acted  upon,  there will be a
report on the  progress of the  Company  and an  opportunity  for  questions  of
general interest to the shareholders.

     It is important that your shares be represented at the meeting.  Whether or
not you plan to attend in person,  please  complete,  sign,  date and return the
enclosed  proxy card in the envelope  provided at your earliest  convenience  or
vote via telephone or Internet using the  instructions on the proxy card. If you
attend the  meeting,  you may vote your  shares in person  even  though you have
previously signed and returned your proxy.

     In order to assist us in preparing  for the Annual  Meeting,  please let us
know  if you  plan  to  attend  by  contacting  Tricia  Headley,  our  Corporate
Secretary, at 233 South Patterson, Springfield, Missouri 65802, (417) 874-7161.

     We look forward to seeing you at the Annual Meeting.



David E. O'Reilly                               Larry P. O'Reilly
Chief Executive Officer &                       Co-Chairman of the Board
Co-Chairman of the Board
 


                            O'REILLY AUTOMOTIVE, INC.
                               233 South Patterson
                           Springfield, Missouri 65802
                    _________________________________________

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            To be held on May 3, 2005
                    _________________________________________

Springfield, Missouri
March 22, 2005

     The Annual  Meeting of  Shareholders  of  O'Reilly  Automotive,  Inc.  (the
Company),  will be held on Tuesday,  May 3, 2005, at 10:00 a.m.,  local time, at
the Clarion Hotel, Ballrooms 1 and 2, 3333 South Glenstone Avenue,  Springfield,
Missouri 65804, for the following purposes:

(1)  To elect  three Class III  Directors,  each to serve for a three year term;
     and

(2)  To ratify the appointment of Ernst & Young LLP as independent  auditors for
     the fiscal year ending December 31, 2005; and

(3)  To consider and act upon a proposal to amend and restate the 2003  Employee
     Stock Option Plan to the 2003 Incentive Plan; and

(4)  To consider and act upon a proposal to amend and restate the 2003  Director
     Stock Option Plan to the 2003 Director Stock Plan; and

(5)  To  consider  and act upon a proposal  to amend our  Amended  and  Restated
     Articles of  Incorporation  to change our authorized  shares to 250,000,000
     common shares.

(6)  To transact such other  business as may properly come before the meeting or
     any adjournments thereof.

     The Board of  Directors  has fixed the close of business  on  February  25,
2005,  as the record  date for the  determination  of  shareholders  entitled to
notice  of  and  to  vote  at  the  Annual  Meeting  and  any   adjournments  or
postponements.  A list  of all  shareholders  entitled  to  vote  at the  Annual
Meeting, arranged in alphabetical order and showing the address of and number of
shares held by each  shareholder,  will be available during usual business hours
at the  principal  office of the  Company at 233 South  Patterson,  Springfield,
Missouri 65802,  to be examined by any  shareholder  for any purpose  reasonably
related to the Annual  Meeting for 10 days prior to the date  thereof.  The list
will also be available for examination throughout the course of the meeting.

     Your vote is important  to ensure a quorum at the meeting.  Even if you own
only a few shares,  and whether or not you expect to be present at the  meeting,
we  request  you to mark,  date,  sign and mail the  enclosed  proxy card in the
postage-paid  envelope  provided or vote your shares by telephone or Internet as
directed on the enclosed proxy card.  Telephone and Internet  voting  facilities
for  shareholders  of record will be available 24 hours a day, and will close on
Monday, May 2, 2005, at 11:59 p.m. Eastern Standard Time.

     A copy of the Company's  Annual  Shareholders'  Report for fiscal year 2004
accompanies this notice.
                                                       
                                             By Order of the Board of Directors,
                                             Tricia Headley
                                             Secretary




                            O'REILLY AUTOMOTIVE, INC.

                               233 South Patterson
                           Springfield, Missouri 65802
                        ________________________________

                                 PROXY STATEMENT

     The  enclosed  proxy is  solicited  by the Board of  Directors  of O'Reilly
Automotive,  Inc. (the Company),  for use at the Annual Meeting of the Company's
shareholders  to be held at the  Clarion  Hotel,  Ballrooms  1 and 2, 3333 South
Glenstone Avenue, Springfield, Missouri 65804, on Tuesday, May 3, 2005, at 10:00
a.m., local time, and at any adjournments thereof.  Whether or not you expect to
attend the  meeting in person,  please  return your  executed  proxy card in the
enclosed  envelope or vote via telephone or Internet using the  instructions  on
the proxy and the shares  represented  thereby will be voted in accordance  with
your wishes.  This Proxy  Statement  and the  accompanying  proxy card are first
being mailed to shareholders on or about March 22, 2005.

     Solicitation  of  proxies  is being  made by the  Company  and will be made
primarily by mail.  The cost of  solicitation  of proxies will be made by us and
will also include  reimbursement  paid to  brokerage  firms and others for their
reasonable out of pocket expenses of forwarding  solicitation materials to their
principals.

                              REVOCABILITY OF PROXY

     If, after sending in your proxy,  you decide to vote in person or desire to
revoke your proxy for any other reason, you may do so by notifying the Secretary
of the  Company  in  writing  at the  principal  office of the  Company  of such
revocation at any time prior to the voting of the proxy.

                                   RECORD DATE

     Shareholders  of record at the close of business on February  25, 2005 will
be entitled to vote at the Annual Meeting.

                         ACTION TO BE TAKEN UNDER PROXY

     All properly  executed proxies received by the Board of Directors  pursuant
to  this  solicitation  will be  voted  in  accordance  with  the  shareholders'
directions  specified in the proxy. If no such directions have been specified by
marking the appropriate  squares in the accompanying proxy card, the shares will
be voted by the persons named in the enclosed proxy card as follows:

(1)  FOR the  election  of  David E.  O'Reilly,  Jay D.  Burchfield  and Paul R.
     Lederer,  named herein as nominees for Class III  Directors of the Company,
     to hold office until the annual  meeting of the Company's  shareholders  in
     2008 and until his or her  successor  has been duly elected and  qualified;
     and

(2)  FOR the  proposal  to  ratify  the  selection  of Ernst & Young  LLP as our
     independent auditors for the fiscal year ending December 31, 2005; and

                                       1



(3)  FOR the approval to amend and restate the 2003  Employee  Stock Option Plan
     to the 2003 Incentive Plan; and

(4)  FOR the approval to amend and restate the 2003  Director  Stock Option Plan
     to the 2003 Director Stock Plan; and

(5)  FOR  the   approval  to  amend  our  Amended  and   Restated   Articles  of
     Incorporation to change our authorized shares to 250,000,000 common shares.

(6)  According to their  judgement on the  transaction of such other business as
     may properly come before the meeting or any  postponements  or adjournments
     thereof.

     The  nominees  have not  indicated  that he would be unable or unwilling to
serve as a Director.  However,  should any nominee become unable or unwilling to
serve for any reason,  it is intended  that the persons  named in the proxy will
vote for the election of such other  persons in their stead as may be designated
by the Board of  Directors.  The Board of  Directors  is not aware of any reason
that might cause any nominee to be unavailable to serve as a Director.

                       VOTING SECURITIES AND VOTING RIGHTS

     On  February  25,  2005,  there  were  55,421,404  shares of  Common  Stock
outstanding,  which  constitute  all of the  outstanding  shares  of the  voting
capital stock of the Company. Each share of Common Stock is entitled to one vote
on all  matters to come before the Annual  Meeting,  including  the  election of
Directors.

     A  majority  of the  outstanding  shares  entitled  to vote  at the  Annual
Meeting,  represented  in person or by proxy,  will  constitute  a quorum at the
meeting.  The affirmative  vote of a majority of the shares present in person or
represented  by proxy at the Annual  Meeting and entitled to vote is required to
elect each person  nominated  for  Director.  Shares  present at the meeting but
which  abstain  or  are  represented  by  proxies  that  are  marked   "WITHHOLD
AUTHORITY''  with respect to the election of any person to serve on the Board of
Directors  will be considered  in  determining  whether the requisite  number of
affirmative votes are cast on such matter.  Accordingly,  such proxies will have
the same effect as a vote  against the  nominee as to which such  abstention  or
direction  applies.  Shares  not  present  at the  meeting  will not  affect the
election  of  Directors.   Broker  non-votes  will  not  be  treated  as  shares
represented  at the  meeting  with  respect to the  election of  Directors,  and
therefore will have no effect.

     The vote required for the other proposals described in this Proxy Statement
and for any  other  matter  properly  brought  before  the  meeting  will be the
affirmative vote of the majority of the shares of Common Stock present in person
or  represented  by proxy at the  Annual  Meeting  and  entitled  to vote on the
proposal unless Missouri law or the Company's Restated Articles of Incorporation
or By-laws  require a greater vote.  Shares  present at the meeting that abstain
(including  proxies that deny  discretionary  authority on any matters  properly
brought  before the meeting)  will be counted as shares  present and entitled to
vote and will have the same  effect as a vote  against any such  matter.  Broker
non-votes  will not be treated as shares  represented  at the meeting as to such
matter(s) voted on and therefore will have no effect.

                                       2


                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following  table sets forth  information as of February 25, 2005,  with
respect to each person  (other than  management)  known to the Company to be the
beneficial  owner of more than five  percent (5%) of our  outstanding  shares of
Common Stock.




  Name and Address of                   Amount and Nature of            Percent
   Beneficial Owner                     Beneficial Ownership            Of Class
------------------------------          --------------------            --------
                                                                    
Wasatch Advisors, Inc.                     5,725,805 (1)                  10.3%
150 Social Hall Avenue
Salt Lake City, Utah 84111

T. Rowe Price Associates, Inc.             4,600,201 (2)                   8.3%
100 E. Pratt Street
Baltimore, Maryland  21202

George S. Loening                          4,017,060 (3)                   7.2%
380 Lafayette Street, 6th Floor
New York, New York 10003



(1)  As reflected on such beneficial owner's Schedule 13G/A dated February,  14,
     2005,  provided to the Company in accordance  with the Securities  Exchange
     Act of 1934, as amended (the "Exchange  Act").  Wasatch claimed sole voting
     power of  5,725,805,  no shared  voting power,  sole  dispositive  power of
     5,725,805 shares and no shared dispositive power.

(2)  As reflected on such  beneficial  owner's  Schedule 13G dated  February 14,
     2005,  provided to the Company in accordance  with the Exchange Act.  These
     securities  are owned by various  individual and  institutional  investors,
     which  T.  Rowe  Price  Associates,   Inc.  (Price  Associates)  serves  as
     investment  adviser with power to direct  investments  and/or sole power to
     vote the  securities.  For purposes of the  reporting  requirements  of the
     Exchange  Act, as amended,  Price  Associates  is deemed to be a beneficial
     owner of such securities;  however,  Price Associates  expressly  disclaims
     that it is,  in  fact,  the  beneficial  owner of such  securities.  Of the
     4,600,201  shares reported,  Price Associates  claimed sole voting power of
     966,211 shares, no shared voting power, sole dispositive power of 4,600,201
     shares and no shared dispositive power.

(3)  As reflected on the Schedule 13G filed jointly by George S. Loening, Select
     Equity Group, Inc.  ("Select") and Select Offshore  Advisors,  LLC ("Select
     Offshore")  dated February 14, 2005,  provided to the Company in accordance
     with the Exchange Act. Mr. Loening is the controlling shareholder of Select
     and Select  Offshore and claimed sole voting power of 4,017,060,  no shared
     voting  power,  sole  dispositive  power of 4,017,060  shares and no shared
     dispositive power.



                                       3


                 SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT


     The following  table sets forth,  as of February 25, 2005,  the  beneficial
ownership of each current Director  (including the nominees for Director),  each
of the  executive  officers  named in the Summary  Compensation  Table set forth
herein,  and the executive officers and Directors as a group, of the outstanding
common  stock.  Unless  otherwise  indicated,  the  Company  believes  that  the
beneficial  owners  set  forth in the  following  table  have  sole  voting  and
investment power.



                                        Amount and              
                                         Nature of              
                                        Beneficial           Percent
         Name                           Ownership(a)        of Class
----------------------------            ------------        --------
                                                      
Charles H. O'Reilly, Jr. (b)               738,420           1.3%
David E. O'Reilly (c)                    2,110,235           3.8%
Lawrence P. O'Reilly (d)                   698,279           1.2%
Rosalie O'Reilly-Wooten (e)              1,312,524           2.3%
Jay D. Burchfield (f)                       46,500             *
Joe C. Greene (g)                           26,900             *
Paul R. Lederer (h)                         35,000             *
John Murphy (i)                              2,500             *
Ronald Rashkow (j)                           2,500             *
Ted F. Wise (k)                            236,701             *
Greg Henslee (l)                           123,438             *
James R. Batten (m)                         47,269             *
Jeff Shaw (n)                              153,030             *
All Directors and executive officers
 as a group(15 persons) (o)              5,614,687         10.1%

*less than 1%


(a)  With respect to each person, assumes the exercise of all stock options held
     by such person that are exercisable currently or within 60 days of February
     25,  2005  (such  options  being  referred  to  hereinafter  as  "currently
     exercisable options").

(b)  The stated number of shares includes  423,830 shares held by the Charles H.
     O'Reilly,  Jr.  Revocable  Trust,  and  314,590  shares  controlled  by Mr.
     O'Reilly as trustee a trust for the benefit of his children.

(c)  The stated number of shares includes  559,004 shares held through the David
     E. O'Reilly Revocable Trust, 1,358,174 shares controlled by Mr. O'Reilly as
     trustee of a trust for the benefit of his  children,  3,370  shares held in
     the O'Reilly  Employee  Savings Plus Plan with SunTrust Bank as trustee and
     189,687 shares subject to currently exercisable options.

(d)  The stated number of shares includes 698,279 shares held by the Lawrence P.
     O'Reilly Revocable Trust.


                                       4



(e)  The stated  number of shares  includes  817,715  shares held by the Rosalie
     O'Reilly-Wooten Revocable Trust, 491,658 shares controlled by Ms. Wooten as
     trustee  for the  benefit  of her  children  and 3,151  shares  held in the
     O'Reilly Automotive Savings Plus Plan with SunTrust Bank as trustee.

(f)  The stated number of shares  includes 4,000 shares directly owned by Jay D.
     Burchfield and 42,500 shares subject to currently exercisable options.

(g)  The stated number of shares  includes 4,000 shares directly owned by Joe C.
     Greene,  400 shares owned by Mr.  Greene's spouse and 22,500 shares subject
     to currently exercisable options.

(h)  The stated number of shares includes 2,500 shares directly owned by Paul R.
     Lederer and 32,500 shares subject to currently exercisable options.

(i)  The stated  number of shares  includes  2,500  shares  subject to currently
     exercisable options owned by John Murphy.

(j)  The stated  number of shares  includes  2,500  shares  subject to currently
     exercisable options owned by Ronald Rashkow.

(k)  The stated  number of shares  includes  70,726  shares  held by a revocable
     trust of which Ted Wise, as the sole trustee, has sole voting and investing
     power,  4,213 shares held in the O'Reilly  Employee  Savings Plus Plan with
     SunTrust Bank as trustee,  103,762 shares subject to currently  exercisable
     options and 58,000 shares held of record by a revocable  trust of which Mr.
     Wise's spouse, as the sole trustee, has sole voting and investment power.

(l)  The stated  number of shares  includes  9,910 shares  jointly owned by Greg
     Henslee and his spouse,  2,104 shares held in the O'Reilly Employee Savings
     Plus Plan with SunTrust Bank as Trustee,  5,162 shares held in the O'Reilly
     Automotive  Employee Stock Purchase Plan with UMB Bank, N.A. as trustee and
     106,262 shares subject to currently exercisable options.

(m)  The stated number of shares  includes 554 shares directly owned by James R.
     Batten,  3,057 shares held in the O'Reilly  Employee Savings Plus Plan with
     SunTrust Bank as Trustee,  158 shares awarded by the Company's  Performance
     Incentive Plan and 43,500 shares subject to currently exercisable options.

(n)  The stated number of shares  includes  8,677 shares  directly owned by Jeff
     Shaw, 150 shares held in the O'Reilly  Employee Stock Purchase Plan,  1,173
     shares held in the O'Reilly  Employee  Savings Plus Plan with SunTrust Bank
     as Trustee, 280 shares awarded by the Company's  Performance Incentive Plan
     and 142,750 shares subject to currently exercisable options.

(o)  Includes  currently  exercisable  options  to  purchase  a total of 763,711
     shares held by the Company's Directors and executive officers as a group.

                                       5

                   PROPOSAL 1-ELECTION OF CLASS III DIRECTORS

Information About The Nominees And Directors Continuing in Office

     The  Company's  Amended  and  Restated  By-laws  and  Restated  Articles of
Incorporation,  currently  provide for three  classes of  Directors,  each class
serving for a three-year term expiring one year after  expiration of the term of
the preceding  class,  so that the term of one class will expire each year.  The
terms of the  current  Class I and Class II  Directors  expire in 2006 and 2007,
respectively.  The Board of Directors has nominated  David E.  O'Reilly,  Jay D.
Burchfield and Paul R. Lederer, who are current Class III Directors,  for a term
expiring at the Company's annual shareholders meeting in 2008.

     The following  table lists the principal  occupation  for at least the last
five years of each of the  nominees  and the  present  Directors  continuing  in
office,  his or her present positions and offices with the Company,  the year in
which he or she  first  was  elected  or  appointed  a  Director  (each  serving
continuously since first elected or appointed unless otherwise  stated),  his or
her age and his or her  directorships  in any company with a class of securities
registered  pursuant to Sections 12 or 15(d) of the  Securities  Exchange Act of
1934, as amended,  or in any company  registered as an investment  company under
the Investment Company Act of 1940 (as specifically noted).




                                                                                                   Service as
                                                                                                     Director
     Name              Age                  Principal Occupation                                      Since
-------------------   -----   -------------------------------------------------------------------   ---------
                                        Nominees for Director - Class III
                           (To Be Elected to Serve a Three-Year Term Expiring in 2008)
                                                                                             
David E. O'Reilly       55    Co-Chairman  of the  Board  since  August  1999;  Chief  Executive      1972
                              Officer  since  March  1993;  President  from March 1993 to August
                              1999; Vice-President of the Company from 1975 to March 1993.

Jay D. Burchfield       58    Chairman of the Board and Director of Trust  Company of the Ozarks      1997
                              since April 1998;  Director of Primary Care Network  since January
                              1998;  Director of Quest  Capital  Alliance  since  January  2002;
                              Director   of  The  Beer   Company   since   January   2003.   Mr.
                              Burchfield's  career has spanned more than 30 years in the banking
                              and financial services industry.

Paul R. Lederer         65    Retired  October  1998;  Executive  Vice  President  of  Worldwide      2001
                              Aftermarket of Federal-Mogul  Corporation February 1998 to October
                              1998;  President  and Chief  Operating  Officer  of  Fel-Pro  from
                              November  1994  to  February   1998,   when  it  was  acquired  by
                              Federal-Mogul  Corporation;  presently a Director of the following
                              companies:  MAXIMUS,  R & B, Inc. and Trans-Pro,  Inc. Mr. Lederer
                              had been a Director  of the  Company  from April 1993 to July 1997
                              and was appointed again as a Director in 2001.

                                       6




                                                                                                       Service as
                                                                                                        Director
     Name                 Age                  Principal Occupation                                      Since
-------------------      -----   -------------------------------------------------------------------   ---------
                                      Directors Continuing in Office - Class I
                                             (Term Expiring in 2006)
                                                                                               
Charles H. O'Reilly, Jr.   65    Retired   from   active   company   management,   February   2002.     1966
                                 Vice-Chairman  of the Board  since  August  1999;  Chairman of the
                                 Board  from  March  1993  to  August  1999;  President  and  Chief
                                 Executive Officer of the Company from 1975 to March 1993.

John Murphy                54    Executive Vice President and Chief  Financial  Officer of Accuride     2003
                                 Corporation,   1998  to   present.   Executive   Vice   President,
                                 Administration/Chief   Financial  Officer/Corporate  Secretary  of
                                 North American Stainless, Inc. 1994 to 1997.

Ronald Rashkow             64    Principal of RPMS,  Inc., an  investment  banking  services  firm.     2003
                                 Member of the  advisory  Boards of Hilco  Trading Co., MLC Leasing
                                 and  Milton's  Baking Co.  Founder of Handy Andy Home  Improvement
                                 Centers and a founding principal of Chapman Partners, LLC.

                                    Directors Continuing in Office - Class II
                                             (Term Expiring in 2007)

Lawrence P. O'Reilly       58    Retired   from   active   Company   management,   February   2003;     1969
                                 Co-Chairman  of the  Board  since  August  1999;  Chief  Operating
                                 Officer  from March 1993 to February  2003;  President  from March
                                 1993 to August  1999;  Vice  President of the Company from 1975 to
                                 March 1993.  Director of St. Johns  Hospital  since  January 2000;
                                 Director of Drury  University since June 1993; and Chairman of the
                                 Missouri Sports Hall of Fame since January 2003.

Rosalie O'Reilly-Wooten    63    Retired from active Company management,  February 2002.  Executive     1980
                                 Vice President of the Company from March 1993 to February 2002.

Joe C. Greene              68    Partner  in the law firm of  Husch &  Eppenberger,  LLC,  Managing     1993
                                 partner  of the firm of Greene & Curtis,  LLP,  from 1975 to 2002,
                                 Director of Bass Pro, Inc.,  Director of Ozarks Coca-Cola Bottling
                                 Co.,   Director  of  Missouri  Sports  Hall  of  Fame,   Executive
                                 Secretary of Missouri  Golf  Association  and Director of Commerce
                                 Bank,  N.A.;  Mr. Greene has been engaged in the private  practice
                                 of law for more than 40 years.


The Board of Directors recommends a vote "FOR" each of the Class III nominees.

                                       7



                    INFORMATION CONCERNING BOARD OF DIRECTORS

Determination of Director Independence

     Rules of the Nasdaq  Stock  Market  require that a majority of the Board of
Directors  be  "independent,"  as defined in Rule 4200  (a)(15) of the  National
Association of Securities Dealers listing standards (the "NASD Rule"). Under the
NASD Rule, a director is  independent if he or she is not an officer or employee
of the Company and does not have any relationship with the Company which, in the
opinion of the Board, would interfere with the exercise of independent  judgment
in carrying out the  responsibilities of a director.  The Board has reviewed the
independence of its directors under the new NASD Rule.  During this review,  the
Board  considered  transactions and  relationships  between each director or any
member of his or her  family  and the  Company.  The Board has  determined  that
Messrs. Murphy,  Lederer,  Rashkow,  Burchfield and Greene are independent under
the NASD Rule.

Family Relationships

     Charles H. O'Reilly, Jr., Rosalie O'Reilly-Wooten, Lawrence P. O'Reilly and
David E. O'Reilly are all children of Charles H.  O'Reilly,  Sr.,  Co-Founder of
the Company.

Lead Director

     The Corporate  Governance/Nominating Committee nominated Paul R. Lederer to
serve in the capacity as Lead Director and the Board of Directors  approved such
nomination.

Board and Committee Meetings; Corporate Governance

     During fiscal year 2004, four regularly  scheduled meetings of the Board of
Directors were held.  During such year,  each Director  attended 100% of (i) the
total  number of meetings of the Board of  Directors  held during the period for
which he or she has served as a Director,  and (ii) the total number of meetings
held by all  committees  of the  Board of  Directors  on which he or she  served
during the period for which he or she served.

     The Board of Directors has three standing committees,  the Audit Committee,
the Compensation  Committee and the Corporate  Governance/Nominating  Committee.
Each committee is comprised  solely of independent  directors in accordance with
the Nasdaq Stock Market Listing Qualifications.  Charters for each committee are
available on the Company's website at  www.oreillyauto.com,  and can be obtained
free of charge by  written  request to the  attention  of the  Secretary  at the
Company's  address  appearing  on the first page of this proxy  statement  or by
telephone at (417) 862-2674.

     The Audit  Committee  currently  consists  of  Messrs.  Murphy  (Chairman),
Lederer  and  Rashkow.  The Board had  determined  that each member of the Audit
Committee  is  "independent"  pursuant  to  Rule  4200(a)(15)  of  the  National
Association of Securities Dealers listing standards, as well as the independence
requirements for audit committee  members under Rule 10A-3 promulgated under the
Securities Exchange Act of 1934. In addition,  the Board has determined that Mr.
Murphy,  a member of the Audit  Committee,  is qualified  as an audit  committee
financial  expert,  as that term is defined in the rules of the  Securities  and
Exchange   Commission.   The  Audit  Committee   recommends  the  engagement  of
independent auditors,  confers with the external auditors regarding the adequacy
of our financial  controls and fiscal policy,  and directs  changes to financial
policies or  procedures  as  appropriate.  During  fiscal year 2004,  nine Audit
Committee meetings were held.

                                       8

     The  Compensation  Committee  consists  of Messrs.  Burchfield  (Chairman),
Lederer and  Rashkow.  The purpose of the  Compensation  Committee  is to act on
behalf  of  the  Board  of  Directors  with  respect  to the  establishment  and
administration  of the  policies  which  govern the annual  compensation  of the
Company's  executive officers.  The Compensation  Committee also administers the
Company's  stock option and other benefit plans.  During fiscal year 2004,  four
Compensation Committee meetings were held.

     The Corporate  Governance/Nominating  Committee consists of Messrs.  Greene
(Chairman),  Murphy and Burchfield. The principal purposes of the committee are:
(1) to establish criteria for the selection of Directors and to recommend to the
Board the nominees for Director in connection with the Company's  annual meeting
of  shareholders;  (2) to  take a  leadership  role  in  shaping  the  Company's
corporate   governance  policies  and  to  issue  and  implement  the  Corporate
Governance  Principles  of the  Company;  (3) to develop and  coordinate  annual
evaluations of the Board,  its committees and its members;  and (4) to adhere to
all legal standards  required by the Securities and Exchange  Commission and The
Nasdaq National Market. The Corporate  Governance/Nominating Committee functions
pursuant to a written charter, a copy of which was attached as an exhibit to the
Company's  Annual  Report on Form 10-K for the year  ended  December  31,  2003.
During fiscal year 2004, three Corporate Governance/Nominating Committee meeting
were held.  Our  Corporate  Governance  Principles  may be viewed along with the
Corporate Governance/Nominating Committee Charter at www.oreillyauto.com.

     The  Corporate  Governance/Nominating  Committee  does not  have a  written
policy on the consideration of director candidates  recommended by shareholders.
All candidates are evaluated based on the established criteria for persons to be
nominated for election to the Board and its committees.

     A  shareholder  who desires to nominate one or more persons for election as
directors shall deliver "timely notice" (as defined in Section 12, Article II of
the Company's  Bylaws) of the  shareholder's  intent to make such  nomination or
nominations,  either by personal  delivery  or by United  States  mail,  postage
prepaid,  to the Secretary of the Company at the Company's  address appearing on
the first page of this proxy  statement.  Such notice  shall set forth:  (a) the
name  and  address  of  record  of the  shareholder  who  intends  to  make  the
nomination;  (b) the class and  number of shares of the  capital  stock that are
beneficially  owned by the shareholder on the date of such notice; (c) the name,
age, business and residential addresses,  and principal occupation or employment
of  each  proposed   nominee;   (d)  a  description  of  all   arrangements   or
understandings  between the shareholder and each nominee, and other arrangements
or understandings known to the shareholder,  pursuant to which the nomination or
nominations  are to be  made  by the  shareholder;  (e)  any  other  information
regarding each proposed nominee that would be required to be included in a proxy
statement filed with the Securities and Exchange Commission; and (f) the written
consent of each proposed nominee to being so named and to serve as a director of
the  Company.  The  presiding  officer of a meeting  may, if the facts  warrant,
determine at the meeting that a nomination  was not made in accordance  with the
foregoing procedure, and if he or she should make that determination,  he or she
shall  so  declare  at the  meeting,  and  the  defective  nomination  shall  be
disregarded.

                                       9



     The  established  criteria for persons to be nominated  for election to the
Board and its committees,  taking into account the composition of the Board as a
whole, at a minimum,  includes (a) a candidate's  qualification as "independent"
under  the  federal  securities  laws  and  the  rules  and  regulations  of the
Securities and Exchange  Commission and Nasdaq  applicable to the Board and each
of its  committees;  (b) depth and breadth of  experience  within the  Company's
industry and  otherwise;  (c) outside  time  commitments;  (d) special  areas of
expertise;  (e) accounting and finance  knowledge;  (f) business  judgment;  (g)
leadership  ability;   (h)  experience  in  developing  and  assessing  business
strategies;  (i) corporate governance expertise; (j) risk management skills; and
(k) for incumbent  members of the Board,  the past  performance of the incumbent
director.

Certain Business Relationships

     Joe C.  Greene,  a director of the  Company  and a member of the  Corporate
Governance/Nominating  Committee,  is a  partner  in the  law  firm  of  Husch &
Eppenberger,  LLC,  which has  provided  legal  services  to the  Company and is
expected to provide legal services to the Company in the future. We believe that
the terms of the legal services  provided by Mr. Greene are no less favorable to
the  Company  than  those  that  would  have been  available  to the  Company in
comparable transactions with unaffiliated parties.

Compensation of Directors

     In 2004,  the Company paid an annual fee of $20,000,  plus $2,000 per board
meeting to each non-employee Director. The Company also reimburses Directors for
out-of-pocket expenses incurred in connection with their attendance at Board and
Committee meetings. Directors' fees of $140,000 were paid during 2004.

     The Company also maintains a Directors' Stock Option Plan, providing for an
automatic  annual grant (on April 22 or the first  business day  thereafter)  to
each  director  who is not an employee of the Company of a  non-qualified  stock
option to purchase  2,500 shares of Common Stock at a per share  exercise  price
equal to the fair  market  value of the  Common  Stock on the date the option is
granted.  Director stock options expire  immediately  upon the date on which the
optionee ceases to be a director for any reason or seven years after the date on
which the option is granted,  whichever first occurs. Each of the Company's five
non-employee  directors in 2004 were granted options during the year to purchase
2,500 shares of Common Stock under the Company's Directors' Stock Option Plan at
an exercise price of $41.67 per share.

Annual Meeting

     It is our policy that members of the Board of Directors are not required to
attend the Annual Meeting of Shareholders. All members of the Board of Directors
attended the Company's 2004 Annual Meeting of Shareholders.

                                       10


                             EXECUTIVE COMPENSATION

     The following  information is given for the fiscal years ended December 31,
2004, 2003 and 2002,  concerning annual and long-term  compensation for services
rendered to the Company and its  subsidiaries  for the Company's Chief Executive
Officer and each of the Company's four other most highly  compensated  executive
officers  (other  than the Chief  Executive  Officer)  during  fiscal year 2004.




                           Summary Compensation Table

                                                            Long Term Compensation
                                                                   Awards
                                                            ------------------------
                              Annual Compensation           Restricted                            
                        ---------------------------------     Stock       Securities     All Other 
     Name and                   Salary    Bonus    Other      Awards      Underlying     Compen-     
Principal Position      Year    ($)(a)     ($)     ($)(b)      ($)(c)    Options(#)(d)  sation($)(e)
---------------------   ----   -------   -------   ------   ----------   ------------   -----------
                                                                    
David E. O'Reilly       2004   787,500   399,375       -          -         78,750       19,402
   Co-Chairman of the   2003   750,000   281,500       -          -         75,000       17,063
   Board and Chief      2002   350,000   350,000       -          -              -       16,987
   Executive Officer
                                              
Ted F. Wise             2004   430,500   145,550       -          -         43,050       11,845
   Co-President         2003   410,000   102,500       -          -         41,000       11,125
                        2002   264,000   131,000       -          -              -       11,219

Greg Henslee            2004   430,500   145,550       -          -         43,050       11,334
   Co-President         2003   410,000   102,500       -          -         41,000        7,768
                        2002   247,000   123,000       -          -              -        6,957

James R. Batten         2004   210,000    67,450       -          -         21,000        6,946
  Executive             2003   190,000    47,500       -          -         19,000        6,523
  Vice-President of     2002   134,800    57,814       -     11,319              -        5,805
  Finance and Chief                      
  Financial Officer                            

Jeff Shaw               2004   140,000   18,578         -     9,333              -        4,701
  Senior Vice-          2003   127,500   17,000         -     8,989         15,000        4,501
  President of Store    2002   120,000   17,586         -     8,793              -        4,608
  Operations and Sales                                            



(a)  Includes portion of salary deferred at named executive's election under the
     Company's Profit Sharing and Savings Plan.

(b)  Cash awarded under the Company's Performance Incentive Plan ("PIP").

(c)  Shares  awarded to Mr.  Batten  under the PIP include 475 shares for fiscal
     year  2002,  having a per  share  fair  market  value of  $23.83 on the day
     awarded,  for an aggregate  value of $11,319.  As of December 31, 2004, Mr.
     Batten owned in the aggregate, 434 of such shares having an aggregate value
     of $19,552. Shares awarded to Mr. Shaw under the PIP include 369 shares for
     fiscal year 2002, having a per share fair market value of $23.83 on the day
     awarded,  for an  aggregate  value of $8,793 and 236 shares for fiscal year
     2003,  having a per share fair market  value of $38.09 on the day  awarded,
     for an aggregate  value of $8,989.  As of December 31, 2004, Mr. Shaw owned
     in the aggregate,  565 of such shares having an aggregate value of $25,453.
     All  shares  awarded  under  the PIP  vest  in  equal  installments  over a
     three-year  period commencing on the first anniversary of the award and are
     based on the  achievement of certain  performance  goals.  No dividends are
     paid on shares of restricted stock.

(d)  See  "Aggregated  Option  Exercises in Last Fiscal Year and Fiscal Year-End
     Option  Values"  tables for  additional  information  with respect to these
     options.

(e)  "All Other  Compensation"  for the year ended  December 31, 2004,  includes
     primarily (i) Company contributions of $17,338,  $11,569,  $11,214,  $6,826
     and $4,581 to its Profit  Sharing and Savings  Plan made on behalf of David
     E.  O'Reilly,  Ted Wise,  Greg  Henslee,  James R.  Batten  and Jeff  Shaw,
     respectively.


                                       11

Information as to Stock Options

     The following  table  provides  certain  information  concerning  grants of
options to purchase  Common  Stock made during the 2004 fiscal year to the named
executive officers. All stock options that were granted before and including May
6, 2003, were granted pursuant to the Company's 1993 Employee Stock Option Plan.
All stock  options  that were  granted  on or after May 7,  2003,  were  granted
pursuant to the Company's 2003 Employee Stock Option Plan.




                        Option Grants in Last Fiscal Year
                            Individual Grants
------------------------------------------------------------------------------
                       Number of     % of Total
                       Securities     Options     Exercise                          
                       Underlying    Granted to    Price                           Grant Date 
                        Options      Employees      Per       Expiration             Present   
     Name              Granted(#)     in 2004     Share($)       Date             Value($)(2)
-----------------     -----------    ----------   --------    ----------          -----------
                                                                    
David E. O'Reilly      78,750 (1)       6.5%        37.55      02/05/14            980,000
Ted F. Wise            43,050 (1)       3.6%        37.55      02/05/14            536,000
Greg Henslee           43,050 (1)       3.6%        37.55      02/05/14            536,000
James R. Batten        21,000 (1)       1.7%        37.55      02/05/14            261,000


(1)  Stock options become  exercisable with respect to 25% of the covered shares
     one year from the date of grant; 50% exercisable two years from the date of
     grant; 75% exercisable three years from the date of grant and the remainder
     become exercisable four years from the date of grant.

(2)  The Company  used a  Black-Scholes  model of option  valuation to determine
     grant date present value. Calculations for the named executive officers are
     based on a four-year option term, which reflects the Company's  expectation
     that its options, on average, will be exercised within four years of grant.
     Other  assumptions used for the valuations are: risk free rate of return of
     3.38%; annual dividend yield of 0%; and volatility of .362.


                                       12




                                            Aggregated Option Exercises in Last Fiscal Year
                                                   and Fiscal Year-End Option Values

                                                       Number of          Value of Unexercised
                       Number of                       Unexercised            In-The-Money
                      Securities                        Options             Options at
                      Underlying                         At FY-End            FY-End
                      Option             Value         Exercisable/        Exercisable/
      Name            Exercised (#)   Realized ($)    Unexercisable(#)  Unexercisable($)(1)
------------------    ------------    ------------   -----------------   -------------------
                                                               
David E. O'Reilly            -               -       151,250 / 142,500     3,975,150 / 1,939,050
Ted F. Wise                  -               -         82,750 / 81,300     1,824,400 / 1,123,050
Greg Henslee                 -               -         85,250 / 81,300     1,970,950 / 1,123,050
James R. Batten              -               -         33,500 / 41,500         687,125 / 579,750
Jeff Shaw                5,000         160,500        142,750 / 16,250       4,188,538 / 166,163


(1)  Represents the market value of the underlying  Common Stock on December 31,
     2004, less the aggregate exercise price.



Employment Arrangements with Executive Officers

     The Company entered into a written employment  agreement  effective January
1, 1993, with David E. O'Reilly.  Such agreement provides for Mr. O'Reilly to be
employed by the Company  for a minimum  period of three years and  automatically
renews for each calendar year thereafter.  As compensation for services rendered
to the Company,  the agreement  provides for Mr.  O'Reilly to receive (i) a base
annual  salary  adjusted  annually,  and (ii) a bonus,  the  amount  of which is
determined  by  reference  to  such  criteria  as  may  be  established  by  the
Compensation Committee.

     Mr.  O'Reilly's  employment  may be terminated by the Company for cause (as
defined in the  agreement) or without  cause.  If Mr.  O'Reilly's  employment is
terminated  for cause or if Mr.  O'Reilly  resigns,  his salary and bonus rights
will  cease on the  date of such  termination  or  resignation.  If the  Company
terminates Mr. O'Reilly without cause,  all compensation  payments will continue
through the remainder of the agreement's  term.  Pursuant to his agreement,  Mr.
O'Reilly  has  agreed  for so long as he is  receiving  payments  thereunder  to
refrain from  disclosing  information  confidential  to the Company or engaging,
directly or indirectly,  in any automotive parts distribution,  manufacturing or
sales business in the states in which the Company operates without prior written
consent of the Company.

     The Company has also entered into written retirement  agreements with David
E.  O'Reilly,  Lawrence  P.  O'Reilly,  Charles H.  O'Reilly,  Jr.  and  Rosalie
O'Reilly-Wooten.  Such  agreements,  as amended  and which are in  substantially
identical  form,  provide  for each of the  foregoing  executive  officers to be
employed as a consultant upon retirement,  for a period of ten years at a yearly
salary of $125,000, adjusted annually three percent for inflation and payable in
equal monthly payments.  The agreements also provide for each officer to receive
medical benefits, death and disability benefits, as well as the use of a car.

                                       13



     Lawrence P. O'Reilly,  Charles H. O'Reilly, Jr. and Rosalie O'Reilly-Wooten
have  retired  from  the  Company  and  currently  receive  payments  under  the
retirement agreements.

Compensation Committee Interlocks and Insider Participation

     No member of the Compensation Committee is now an officer or an employee of
the Company or any of its  subsidiaries or has been at any time an officer or an
employee of the Company or any of its subsidiaries.

Compensation Committee Report

     Notwithstanding  anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934,  as amended,  that might be  incorporated  by reference in
future  filings,  including  this  Proxy  Statement,  in whole  or in part,  the
following  Compensation Committee Report shall not be incorporated into any such
filings.

General

     The  Compensation  Committee of the Board of Directors is  responsible  for
recommending  to the Board of  Directors,  a  compensation  package and specific
compensation levels for the executive officers of the Company. Additionally, the
Compensation  Committee  establishes  policies and  guidelines for other benefit
programs and  administers  the award of stock options  under the Company's  2003
Employee  Stock Option  Plan.  The  Compensation  Committee is composed of three
independent members of the Board of Directors.

Policy

     The   Compensation   Committee's   policy,   with   respect  to   executive
compensation,  is to provide the executive  officers of the Company with a total
compensation package which is competitive and equitable and which encourages and
rewards  performance  based in part upon the Company's  performance  in terms of
increases in share  value.  The key  components  of the  Company's  compensation
package for its  executive  officers  are base  salary,  annual cash bonuses and
long-term, stock-based incentives.

Base Salary

     The annual  base salary of each  executive  officer is set to bring them in
line with base  compensation  then being paid by the Company's  competitors  for
executive management,  based upon the Compensation  Committee's review of, among
other things,  compensation  data for comparable  companies and  positions.  The
Compensation  Committee  believes that the Company's  principal  competitors for
executive  management  are not  necessarily  the same  companies  that  would be
included in a peer group compiled for purposes of comparing shareholder returns.
Consequently, the companies that are reviewed for such compensation purposes may
not be the same as the companies  comprising The Nasdaq Retail Trade Stock Price
Index  included in this Proxy  Statement.  The base  salaries  of the  executive
officers were increased in 2004 to reflect increases in the Consumer Price Index
from 2003 to 2004, increases in responsibilities due to the Company's growth and
to align executive compensation with comparable companies and positions.

                                       14


Bonuses

     The  Compensation  Committee  has  established  a bonus  plan for the Chief
Executive  Officer and Co-Chairman of the Board, the Co-Presidents and the Chief
Financial Officer of the Company based upon objective criteria. Under this bonus
plan,  these  executive  officers of the Company each will receive a bonus based
upon a percentage of their  respective base salary for the attainment of certain
performance  goals for the  Company.  Such  performance  goals are  designed  to
address multiple facets of financial  performance,  including sales performance,
operating  income  performance,  financial  returns  and various  balance  sheet
measures.  Actual Company  performance in each of these areas is compared to the
targets pre-determined by the Compensation  Committee, in order to determine the
bonus amount achieved by each executive officer.

     The  bonuses to be awarded to all other  officers  of the Company are based
upon each officer's  contribution,  responsibility  and  performance  during the
year, and are thus subjective in nature. In formulating its  recommendation  for
the  bonuses  of other  officers  of the  Company,  the  Compensation  Committee
considers,  among other things,  the evaluation from the Chief Executive Officer
of the Company with regard to the contribution,  responsibility  and performance
of each  officer  and his views on the  appropriate  compensation  level of each
executive officer.

Long-Term Incentives

     The only long-term  incentives  currently  offered for senior executives by
the Company are stock option  awards.  Stock options may be awarded to the Chief
Executive Officer,  the other individual executive officers and upper and middle
managers  by the  Board of  Directors,  based  upon,  in the  case of the  Chief
Executive  Officer  and other  executive  officers,  the  recommendation  of the
Compensation Committee.

     It is the stock option  program which links rewards to the  achievement  of
long-term  corporate  performance.  In determining  whether and how many options
should be granted, the Compensation  Committee may consider the responsibilities
and  seniority  of  each of the  executive  officers,  as well as the  financial
performance of the Company and other factors as it deems appropriate, consistent
with the Company's compensation policies.

     The Chief Executive Officer and Co-Chairman of the Board, the Co-Presidents
and the Chief  Financial  Officer  of the  Company  can  receive  option  grants
annually in an amount equal to 10% of their respective base salary. However, the
Compensation  Committee has not established specific target awards governing the
receipt,   timing  or  size  of  option  grants  to  other  individuals.   Thus,
determinations  with  respect  to  the  granting  of  these  stock  options  are
subjective in nature.

                                       15


CEO Compensation

     The base salary of David E. O'Reilly,  the Chief  Executive  Officer of the
Company,  was established under his employment  agreement dated January 1, 1993,
and  the  criterion  to  be  achieved  for  his  bonus  was  determined  by  the
Compensation  Committee in February  2004,  based upon a percentage  of his base
salary for the  attainment of certain  performance  goals for the Company.  This
cash bonus will be paid to the Chief  Executive  Officer  during 2005.  The cash
bonus to be earned by the Chief  Executive  Officer  in 2005 will be based  upon
performance goals to be determined by the Compensation Committee.

                            Respectfully submitted,
                            THE COMPENSATION COMMITTEE OF THE BOARD OF 
                            DIRECTORS OF O'REILLY AUTOMOTIVE, INC.

                            Jay D. Burchfield
                            Chairman of the Compensation Committee

                            Paul R. Lederer
                            Member of the Compensation Committee
 
                            Ronald Rashkow
                            Member of the Compensation Committee

                                       16



Audit Committee Report

     The Audit  Committee  functions  pursuant to a written  charter,  a copy of
which was attached to the  Company's  2004 Proxy  Statement and may be viewed on
our  website at  www.oreillyauto.com.  The Audit  Committee's  Charter  was most
recently  revised and  approved  by the Board of  Directors  on May 6, 2003.  In
connection  with  the  December 31,   2004,  financial  statements,   the  Audit
Committee:

o    reviewed and discussed  with  management  the Company's  audited  financial
     statements as of and for the year ended December 31, 2004; and

o    discussed with the Company's  independent  auditors the matters required to
     be discussed by Statement on Auditing Standards No. 61,  Communication with
     Audit Committees,  as amended,  by the Auditing Standards Board of American
     Institute of Certified Public Accountants; and

o    received  and  reviewed  the  written  disclosures  and the letter from the
     Company's independent  accountants required by Independence Standards Board
     Standard No. 1, Independence Discussions with Audit Committees, as amended,
     and discussed with the independent accountant the independent  accountant's
     independence.

     Based on the reviews and discussions referred to above, the Audit Committee
recommended  to the Board of  Directors  that the audited  financial  statements
referred to above be included in the  Company's  Annual  Report on Form 10-K for
the fiscal year ended December 31, 2004.

                                             THE AUDIT COMMITTEE OF THE
                                             BOARD OF DIRECTORS OF
                                             O'REILLY AUTOMOTIVE, INC.

                                             John Murphy
                                             Chairman of the Audit Committee

                                             Paul R. Lederer
                                             Member of the Audit Committee

                                             Ronald Rashkow
                                             Member of the Audit Committee

                                       17

Transactions with Management and Others

     The  Company  leases 73 store  locations  (three of such  locations  are no
longer  occupied,  but remain subject to a lease agreement) from one of two real
estate investment partnerships and a limited liability corporation formed by the
O'Reilly family. David E. O'Reilly,  Lawrence P. O'Reilly,  Charles H. O'Reilly,
Jr. and Rosalie O'Reilly-Wooten,  their spouses, children and grandchildren each
hold a  beneficial  interest  in  such  partnerships  or the  limited  liability
company. The Company has entered into separate master lease agreements with each
of the affiliated real estate investment  partnerships and the limited liability
company for the store locations  covered  thereby.  The master leases  generally
provide for payment of a fixed base rent,  payment of certain tax, insurance and
maintenance expenses,  and an original term of six years, subject to one or more
renewals  at the  Company's  option.  The  original  term  of the  master  lease
agreements  with the real  estate  investment  partnerships  expired in December
2004. The term of the master lease with the limited liability company expires on
either  December 31, 2013 or August 31, 2016. The total  aggregate rent payments
paid by the Company to the  partnerships and the limited  liability  company was
$3,290,000 in fiscal 2004. The Company believes that the terms and conditions of
the transactions  with affiliates  described above were no less favorable to the
Company than those that would have been  available to the Company in  comparable
transactions with unaffiliated parties.

                                       18



Performance Graph

     Set forth below is a line graph comparing the annual  percentage  change in
the cumulative  total  shareholder  return of a $100  investment on December 31,
1999, in the Company's Common Stock against The Nasdaq Stock Market Total Return
Index  and  The  Nasdaq  Retail  Trade  Stocks  Total  Return  Index,   assuming
reinvestment of all dividends.




   Measurement Period        O'Reilly         Nasdaq U.S.  Nasdaq Retail
 (Fiscal Year Covered)    Automotive, Inc.   Stock Market   Trade Stocks
 ----------------------   ----------------   ------------   ------------
                                                     
     12/99                  100                100            100
     12/00                  124                 61             60
     12/01                  170                 85             48
     12/02                  118                 72             33
     12/03                  179                100             49
     12/04                  210                127             54

                                       19


Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Exchange Act requires the Company's executive officers
and  Directors,  and persons who own more than 10% of a registered  class of the
Company's  equity  securities,  to file  reports  of  ownership  and  changes in
ownership with the  Securities and Exchange  Commission.  Such  individuals  are
required by SEC  regulation  to furnish  the Company  with copies of all Section
16(a)  forms  they file.  To our  knowledge,  based  solely on our review of the
copies of such forms furnished to us and written representations with respect to
the timely  filing of all  reports  required to be filed,  we believe  that such
persons complied with all Section 16(a) filing  requirements  applicable to them
with respect to  transactions  during fiscal 2004 with the following  exceptions
(in which each of such persons has not timely  reported one  transaction on Form
4, resulting in one late filing of such Form 4 for each): David E. O'Reilly, Ted
Wise, Greg Henslee and James R. Batten were awarded stock options on February 5,
2004, that were not reported until February 19, 2004; Charles H. O'Reilly,  Jr.,
and Rosalie  O'Reilly-Wooten  entered into Variable Prepaid Forward contracts on
April 7, 2003,  that were not reported  until  February 14, 2005;  and Jeff Shaw
sold shares held under the Employee Stock Purchase Plan on April 30, 2004,  that
were not reported until February 14, 2005.

         PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

     The Audit  Committee of the Board of Directors  has selected  Ernst & Young
LLP as our  independent  auditors for the year ending December 31, 2005, and has
further  directed that management  submit the selection of independent  auditors
for  ratification by the  shareholders at the annual meeting.  Ernst & Young LLP
has audited our  financial  statements  since 1993.  Representatives  of Ernst &
Young LLP are  expected to be present at the Annual  Meeting.  They will have an
opportunity  to make a  statement  if they so desire  and will be  available  to
respond to appropriate questions.

     Neither  our  Bylaws  nor our  other  governing  documents  or law  require
shareholder  ratification  of  the  selection  of  Ernst  &  Young  LLP  as  our
independent  auditors.  However, the Audit Committee is submitting the selection
of Ernst & Young LLP to the  shareholders  for  ratification as a matter of good
corporate practice. If the shareholders fail to ratify the selection,  the Audit
Committee  will  reconsider  whether  or not to retain  that  firm.  Even if the
selection is ratified,  the Audit  Committee  in its  discretion  may direct the
appointment of different independent auditors at any time during the year if the
Audit Committee  determines that such a change would be in the best interests of
the Company and our shareholders.

                                      20


Fees Paid to Independent Auditors

     The  following  is a summary of fees  billed by Ernst & Young LLP for audit
and other professional services during the year ended December 31:


 
                                                                                               2004          2003    
                                                                                             ---------    ---------
                                                                                                     
Audit Fees:                                                                                      
Consists of fees and expenses billed for the audit of O'Reilly's
consolidated financial statements for such year and for the
review of O'Reilly's quarterly reports on Form 10-Q and reviews
and reports relating to internal control over financial reporting.......................     $ 742,720    $ 267,247

Audit-Related Fees:
Consists of fees and expenses billed for the annual audit of the
Company's employee benefit plan, and consultations regarding
restructuring of the Company's synthetic lease arrangement
and assistance in documenting internal control policies and 
procedures over financial reporting.....................................................       165,160       88,382

Tax Fees:
Consists of fees and expenses billed for tax advisory services,
including compliance and planning.......................................................        85,347       93,808

All Other Fees..........................................................................     $      --    $      --

Total Fees..............................................................................     $ 991,727    $ 449,437



     The Audit Committee has adopted a policy that requires  advance approval of
all audit,  audit-related,  tax services,  and other  services  performed by the
independent auditor. The policy provides for pre-approval by the Audit Committee
of  specifically  defined  audit and  non-audit  services.  Unless the  specific
service  has been  previously  approved  with  respect to that  year,  the Audit
Committee must approve the permitted  service before the independent  auditor is
engaged to perform it. The Audit  Committee has delegated to the Chairman of the
Audit  Committee  authority to approve  permitted  services,  provided  that the
Chairman reports any decisions to the Committee at its next scheduled meeting.

     The Audit Committee,  after review and discussion with Ernst & Young LLP of
the preceding  information,  determined that the provision of these services was
compatible with maintaining Ernst & Young LLP's independence.

Ratification of Independent Auditors

     The affirmative  vote of the holders of a majority of the shares present in
person or  represented  by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Ernst & Young LLP.

The Board of Directors recommends that you vote "FOR" the proposal to ratify the
selection of Ernst & Young LLP as our  independent  auditors for the year ending
December 31, 2005.

                                       21


                PROPOSAL 3 - APPROVAL OF THE AMENDED AND RESTATED
                  O'REILLY AUTOMOTIVE, INC. 2003 INCENTIVE PLAN


     The Company  historically has offered stock options as the primary means of
providing  long-term  incentives  to  its  exectutive  officers  and  other  key
employees in order to align their  interests with the interests of  shareholders
and increase their stake in the future growth and prosperity of the Company. The
O'Reilly Automotive, Inc. 2003 Employee Stock Option Plan (the "Original Plan"),
which  was  adopted  by the  Board on  February  13,  2003 and  approved  by the
shareholders  on May 6,  2003,  is the only  stock  option  plan of the  Company
currently in effect as of March 10,  2005. 

     On  March 10,   2005, the  Board  amended and restated in its entirety and
renamed the Original Plan as the Amended and Restated O'Reilly Automotive,  Inc.
2003 Incentive Plan (the "Plan"),  subject to shareholder  approval,  to provide
for long-term  incentive  awards and to permit the issuance of restricted  stock
and restricted stock units, stock appreciation rights, performance awards, other
stock-based awards and cash bonus awards, as well as stock options. In addition,
the Board amended and restated the Plan to ensure  compliance  with Section 409A
of the Internal Revenue Code regarding  deferrals of awards made under the Plan.
The  approval  of the Plan by our  shareholders  will  enable  the  Compensation
Committee  to provide  incentive  compensation  awards in forms other than stock
options. This is intended to:

o    be consistent  with many  compensation  and governance  best practices that
     emphasize the usage of other long-term  incentive  vehicles in addition to,
     or in replacement of, stock options;

o    permit the Company to continue to be competitive  with other companies that
     are using other long-term incentives in addition to stock options; and

o    provide the Company with greater  flexibility  to respond to recent changes
     in the accounting for stock options and other regulatory changes.

     The  following  is a summary of the  principal  features of the Plan.  This
summary is qualified in its entirety by the more detailed  terms and  conditions
of the  Plan,  a copy of  which  is  attached  as  Attachment  A to  this  Proxy
Statement.  If the Plan is not approved by the required vote of  shareholders at
the 2005 Annual Meeting, it will terminate.

Plan  Administration:  The  Board  has  initially  designated  the  Compensation
Committee to administer all aspects of the Plan. The  Compensation  Committee is
composed  solely of non-employee  directors,  as defined under Rule 16b-3 of the
Securities Exchange Act of 1934, as amended, and "outside directors," within the
meaning of Section 162(m) of the Internal Revenue Code.

     The Compensation Committee has the authority to, among other things:

o    construe and interpret the Plan;

o    make rules and regulations relating to the administration of the Plan;

o    designate eligible persons to receive awards;

o    establish the terms and conditions of awards; and

o    determine whether the awards or any portion thereof will contain time-based
     restrictions and/or  performance-based  restrictions,  and, with respect to
     performance-based  awards,  the criteria  for  achievement  of  performance
     goals.

Eligibility:  The Compensation  Committee shall designate those persons eligible
to  participate  in the Plan.  The  Compensation  Committee  will  consider  the
significant   responsibilities   of  the   participant,   the   nature  of  such
participant's   services  and   accomplishments,   the  present  and   potential
contribution  of the  participant  to the  success of the Company and such other
factors as the Compensation Committee may deem appropriate.

Shares Authorized: Subject to adjustment in the event of recapitalization, stock
split,  reorganization or similar transaction,  4,000,000   shares of our Common
Stock are reserved for issuance in connection with awards granted under the Plan
to employees of the Company.

Awards:

     The Plan provides for the grant of non-qualified  stock options,  incentive
stock  options that qualify under  Section 422 of the Code,  stock  appreciation
rights,  restricted stock, restricted stock units and cash bonus awards, each as
defined in the Plan.

     Options. Options to purchase shares of Common Stock may be granted alone or
in tandem with stock  appreciation  rights. A stock option may be granted in the
form of a non-qualified  stock option or an incentive stock option. The price at
which a share may be  purchased  under an option  (the  exercise  price) will be
determined  by the  Compensation  Committee,  but may not be less  than the fair
market  value of the  Company's  Common Stock on the date the option is granted.
Except in the case of an  adjustment  related to a  corporate  transaction,  the
exercise  price of a stock option may not be  decreased  after the date of grant
and no outstanding option may be surrendered as consideration for the grant of a
new option with a lower exercise price without shareholder approval.

     The  Compensation  Committee may establish the term of each option,  but no
option shall be exercisable  after 10 years from the grant date. An option shall
not be exercisable until at least six months after the grant date. The amount of
incentive  stock  options  that  become  exercisable  for  the  first  time in a
particular  year  cannot  exceed  a face  value  of  $100,000  per  participant,
determined using the fair market value of the shares on the date of grant.

     SARs.  Stock  appreciation  rights (SARs) may be granted either alone or in
tandem  with  stock  options.  The  exercise  price of a SAR must be equal to or
greater than the fair market value of the Company's  Common Stock on the date of
grant. The Compensation Committee may establish the term of each SAR, but no SAR
shall be exercisable after 10 years from the grant date.

     Restricted Stock / Restricted Stock Units.  Restricted stock and restricted
stock  units  may be issued  to  eligible  participants,  as  determined  by the
Compensation  Committee.  The  restrictions on such awards are determined by the
Compensation   Committee,   and  may  include  time-based  or  performance-based
restrictions.  Any time-based  restriction must be for a minimum of three years.
Restricted  stock  units may be  settled  in cash,  shares of Common  Stock or a
combination  thereof.   Except  as  otherwise  determined  by  the  Compensation
Committee,  holders of restricted  stock or restricted stock units will have the
right to receive  dividends,  and holders of  restricted  stock will have voting
rights during the restriction period.

     Other Stock-Based Awards. The Compensation  Committee may grant to eligible
persons such other awards that are denominated or payable in, valued in whole or
in part by  reference  to, or  otherwise  based on or  related  to shares of our
Common Stock,  including securities convertible into Common Stock, or are deemed
by the Compensation Committee to be consistent with the purpose of the Plan.

     Cash Bonus Awards.  Cash bonus awards are awards that provide  participants
with the opportunity to earn a cash payment based upon the Company's achievement
of one or more performance  goals  established for an award cycle of one or more
years.  For each award cycle,  the  Compensation  Committee  shall determine the
relevant  performance  criteria,  the goal for each  criteria,  the  achievement
necessary  for awards to be paid,  the  weighting of  performance  goals and the
amount of the awards.

Performance-Based Awards:

     Awards may be structured to satisfy the requirements for "performance-based
compensation"  under  Section  162(m) of the Internal  Revenue Code of 1986,  as
amended.  In order to qualify as  "performance-based  compensation,"  the grant,
payment or vesting schedule of the award must be contingent upon the achievement
of pre-established performance goals over a performance period for the Company.

     The performance  goal shall be based on one or more  performance  criteria,
including stock price,  market share,  sales revenue,  cash flow,  sales volume,
earnings per share, return on equity,  return on assets, return on sales, return
on invested  capital,  economic  value added,  net earnings,  total  shareholder
return,  gross  margin,  and/or costs.  Performance  awards may be paid in cash,
stock or a combination thereof.

Certain Plan Limits:

     Annual  Share  Limits.  The  maximum  number of  shares of stock  issued in
connection  with  awards  that may be made under the Plan in any  calendar  year
shall be 2,000,000 shares,  subject to adjustment for  recapitalizations,  stock
splits,  reorganizations  and similar  transactions.  To the extent that, in any
calendar  year,  awards  are made  covering  less  than  2,000,000  shares,  the
difference  between  such  maximum  amount and the  number of shares  covered by
awards made  during  such  calendar  year may be carried  forward to  subsequent
calendar years.

     Any unexercised,  unconverted or undistributed portion of any award that is
not paid in connection  with the  settlement of an award or are forfeited  shall
again be available for award.

     Individual  Limits.  For any  individual,  the maximum  number of shares of
stock that may be subject to stock options and stock appreciation rights granted
or issued  under the Plan in any  calendar  year is 500,000  shares,  subject to
adjustment  for stock  splits,  recapitalization  and similar  transactions.  In
addition, the maximum amount of other awards (other than stock options and stock
appreciation  rights) that any  individual  can receive  during a calendar  year
cannot exceed 500,000 shares.

     Maximum Term of Awards. No award that  contemplates  exercise or conversion
may be exercised or  converted,  and no other award that defers  vesting,  shall
remain outstanding and unexercised,  unconverted or unvested more than ten years
after the date the award was initially granted.

Award Agreements:

     Each Plan award shall be evidenced by an award agreement  setting forth the
terms and conditions of the awards,  such as, in the case of share-based awards,
the  number of shares of stock or stock  units,  as  applicable,  subject to the
award,  and the  price  (if  any)  and  term of the  award  and,  in the case of
performance-based awards, the applicable performance goals.

     A participant shall have no rights as a holder of stock with respect to any
unissued  securities covered by an award until the date the participant  becomes
the holder of record of the securities. The participant shall be responsible for
payment of any taxes or similar  charges  required by law to be withheld from an
award.

Change in Control:

     In the event of a change in control of the  Company,  all  outstanding  and
unvested  options  and stock  appreciation  rights  under the Plan shall  become
exercisable.  Awards of restricted  stock and stock units shall vest immediately
and be distributed effective as of the date of change in control. Awards granted
which are subject to the achievement of performance  goals will immediately vest
and the holder of such  performance-based  award is  entitled to a lump sum cash
payment equal to the amount of the award,  payable at the end of the  applicable
performance  period as if 100% of the performance  goals had been achieved.  All
cash-based  awards  will  be  adjusted  pro  rata  in  the  same  manner  as the
share-based  awards that were granted  subject to the achievement of performance
goals.

     The Board of Directors may at any time  terminate,  suspend or  discontinue
the Plan.  The Board may amend the Plan at any time,  provided that any material
amendment to the Plan will not be  effective  unless  approved by the  Company's
shareholders. No award may be granted under the Plan after February 13, 2013.

Tax Consequences: The following is a brief description of the Federal income tax
treatment  that will  generally  apply to awards under the Plan based on current
Federal income tax rules.

Non-Qualified  Stock Options. A participant who has been granted a non-qualified
stock  option  will not  realize  taxable  income at the time of grant,  and the
Company will not be entitled to a tax deduction at that time.  In general,  when
the option is exercised,  the  participant  will realize  ordinary  income in an
amount equal to the excess of the fair market value of the acquired  shares over
the  exercise  price for those  shares,  and the  Company  will be entitled to a
corresponding  tax deduction.  Any gains or losses  realized by the  participant
upon  disposition of the shares will be treated as capital gains or losses,  and
the participant's basis in such shares will be equal to the fair market value of
the shares at the time of exercise.

Incentive  Stock Options.  A participant who has been granted an incentive stock
option will not  realize  taxable  income at the time of grant,  and the Company
will not be  entitled  to a tax  deduction  at that  time.  The  exercise  of an
incentive  stock  option  will not result in taxable  income to the  participant
provided that the participant  was,  without a break in service,  an employee of
the Company or a subsidiary during the period beginning on the date of the grant
of the option and ending on the date three  months prior to the date of exercise
(one year prior to the date of exercise if the  participant  is  disabled).  The
excess of the fair market  value of the shares at the time of the exercise of an
incentive  stock option over the exercise price is included in  calculating  the
participant's  alternative  minimum taxable income for the tax year in which the
incentive  stock  option is  exercised  unless the  participant  disposes of the
shares in the year of exercise.

If the participant  does not sell or otherwise  dispose of the shares within two
years  from the date of the grant of the  incentive  stock  option or within one
year  after  the  transfer  of  such  shares  to  the  participant,  then,  upon
disposition of such shares,  any amount realized in excess of the exercise price
will be taxed to the  participant  as capital  gain and the Company  will not be
entitled to a  corresponding  tax  deduction.  The  participant  will  generally
recognize a capital loss to the extent that the amount realized is less than the
exercise price.

If the foregoing  holding period  requirements are not met, the participant will
generally  realize  ordinary income at the time of the disposition of the shares
in an amount  equal to the lesser of (i) the excess of the fair market  value of
the shares on the date of exercise  over the exercise  price or (ii) the excess,
if any, of the amount realized upon  disposition of the shares over the exercise
price,  and the Company will be entitled to a corresponding  tax deduction.  Any
amount  realized  in excess of the value of the  shares on the date of  exercise
will be capital  gain. If the amount  realized is less than the exercise  price,
the participant  will not recognize  ordinary  income,  and the participant will
generally  recognize a capital  loss equal to the excess of the  exercise  price
over the amount realized upon the disposition of the shares.

Stock  Appreciation  Rights.  A participant  who has been granted a SAR will not
realize  taxable  income at the time of the grant,  and the Company  will not be
entitled to a tax  deduction  at that time.  Upon the  exercise  of an SAR,  the
amount of cash or the fair market value of any shares  received  will be taxable
to the  participant  as ordinary  income and the  Company  will be entitled to a
corresponding  tax deduction.  Any gains or losses  realized by the  participant
upon  disposition of any such shares will be treated as capital gains or losses,
and the  participant's  basis in such  shares  will be equal to the fair  market
value of the shares at the time of exercise.

Performance Shares and Units; Restricted Stock Units. A participant who has been
granted a performance  share award, a performance unit award or restricted stock
unit award will not realize  taxable income at the time of grant and the Company
will not be entitled to a tax deduction at that time. The participant  will have
compensation  income  at the time of  distribution  equal to the  amount of cash
received and the then fair market value of the distributed shares, and will have
a tax basis in the shares equal to the amount of compensation income recognized.
The Company will then be entitled to a corresponding tax deduction.

Restricted  Stock.  In general,  a participant who has been granted a restricted
stock award will not realize taxable income at the time of grant and the Company
will not be entitled to a tax  deduction at that time,  assuming that the shares
are not  transferable and that the  restrictions  create a "substantial  risk of
forfeiture"  for  federal  income tax  purposes.  Upon the vesting of the shares
subject to an award,  the participant  will realize ordinary income in an amount
equal to the then fair  market  value of the  shares,  and the  Company  will be
entitled to a corresponding  tax deduction.  Any gains or losses realized by the
participant  upon disposition of such shares will be treated as capital gains or
losses,  and the  participant's  basis in such  shares will be equal to the fair
market  value of the  shares at the time of  vesting.  A  participant  may elect
pursuant to Section 83(b) of the Internal Revenue Code to have income recognized
at the date of grant of a  restricted  stock  award  and to have the  applicable
capital gain holding  period  commence as of that date. If a  participant  makes
this election,  the Company will be entitled to a corresponding tax deduction in
the year of grant.  If the  Participant  does not make an  election  pursuant to
Section 83(b),  dividends paid to the participant  during the restriction period
will be treated as  compensation  income to the participant and the Company will
be entitled to a corresponding tax deduction.

Miscellaneous: When a participant sells shares of stock that the participant has
received under an award,  the  participant  will generally  recognize  long-term
capital gain or loss if, at the time of the sale, the  participant  has held the
stock for more than one year from the date the  participant  acquired  the stock
(or, in the case of a restricted  stock award,  more than one year from the date
the shares vested unless the  participant  made an election  pursuant to Section
83(b), described above). If the participant has held the shares of stock for one
year or less,  the gain or loss will be short-term  capital gain or loss.  Under
Section  162(m) of the Internal  Revenue Code, a federal income tax deduction is
unavailable  for  annual  compensation  exceeding  $1,000,000  paid to the Chief
Executive  Officer or any of the four other most  highly  compensated  officers.
However,  "performance-based"  compensation  is not counted  against this limit.
Shareholder  approval of the Plan is required if payments  under the Plan are to
qualify as performance-based compensation under Section 162(m). No payments will
be made under the Plan if  shareholders  do not  approve  the Plan at the Annual
Meeting.  However,  neither  the  submission  of the Plan nor the failure of our
shareholders  to approve  the Plan shall in any way limit the power of the Board
of Directors to adopt such other incentive  arrangements as it deems  desirable,
including,  without  limitation,  the awarding of cash  bonuses,  subject to any
shareholder  approval  as may be  required  by law,  regulatory  rules or NASDAQ
rules.

     The affirmative  vote of the holders of a majority of the shares present in
person or  represented  by proxy and entitled to vote at the Annual Meeting will
be required to amend and restate the O'Reilly  Automotive,  Inc.  2003  Employee
Stock Option Plan to the 2003 Incentive Plan.

The Board of  Directors  recommends  that you vote "FOR"  approval  to amend and
restate the 2003 Employee Stock Option Plan to the 2003
Incentive Plan. of O'Reilly Automotive, Inc.

PROPOSAL 4 - APPROVAL OF THE AMENDED AND RESTATED O'REILLY AUTOMOTIVE, INC. 2003
DIRECTOR STOCK PLAN

     The  Company  has in the  past  provided  for  the  automatic  granting  of
non-qualified  stock  options  to our  non-employee  directors  as the  means of
aligning  their  interests with the interest of our  shareholders.  The O'Reilly
Automotive,  Inc.  2003  Director  Stock Option Plan (the  "Original  Plan") was
adopted by the Board of  Directors  on February  13,  2003,  and approved by the
shareholders of the Company on May 6, 2003. 

     On March 10, 2005, our Board of Directors  amended and restated and renamed
the Original Plan,  subject to the approval by our shareholders,  as the Amended
and Restated O'Reilly Automotive,  Inc. 2003 Director Stock Plan (the "Plan") to
enable us to  continue  to  provide  incentives  to  qualified  persons  who are
otherwise  unaffiliated  with the Company to become and remain our directors and
to encourage  ownership of our Common Stock by these persons.  The  Compensation
Committee  has  determined  that an  annual  award,  consisting  of an option to
acquire  up to  20,000  shares  of  Common  Stock  and up to  20,000  shares  of
restricted  stock,  would be an  advantageous  means of providing a  stock-based
incentive to our  non-employee  directors by providing  comparable value through
the use of less shares of our Common Stock.

     The  following  is a summary of the  principal  features of the Plan.  This
summary is qualified in its entirety by the more detailed  terms and  conditions
of the  Plan,  a copy of  which  is  attached  as  Attachment  B to  this  Proxy
Statement.  If the Plan is not approved by the required vote of  shareholders at
our 2005 Annual Meeting, it will terminate.  [If approved, the Company will file
a  registration  statement  under the  Securities  Act of 1933,  as amended,  to
register the additional shares of our Common Stock issuable under the Plan.]

     General.  The  Plan  provides  for  the  automatic  annual  award  to  each
non-employee  director,  on the first  business day after the annual  meeting of
shareholders,   commencing  with  our  2005  Annual  Meeting  of   shareholders,
consisting  of an option to acquire up to 20,000  shares of our Common Stock and
up to  20,000  shares  of  Restricted  Stock,  in  addition  to his or her  cash
directors'  fees.  The Board shall  determine  annually  the number of shares of
Restricted Stock and the number of shares  underlying an Option to be awarded to
every  Eligible  Director  pursuant  to  the  Plan.  There  are  currently  five
non-employee directors.

     Directors'  Stock Option Awards.  Each option  component of an annual award
provides for the  acquisition of shares of our Common Stock at an exercise price
equal to the fair market value of our Common Stock on the date of the award, and
is  generally  immediately  exercisable  as to any or all shares at any time and
from time to time  following  the award date until the  earlier of the date upon
which the director ceases to be a director for any reason other than retirement,
death or disability or seven years. Options will survive for a limited period of
time if the  non-employee  director  ceases to be a  director  due to his or her
death, disability or normal retirement from the Board of Directors.

     Restricted Stock Awards. Each Restricted Stock component of an annual award
is for shares that are subject to  restrictions  for a period of [one year (with
respect to  one-third of the total  amount of shares  awarded),  two years (with
respect to an additional  one-third of the total amount of shares awarded),  and
three years (with  respect to the  remaining  one-third  of the total  amount of
shares  awarded)],  and  cannot  be  sold or  otherwise  transferred  until  the
restrictions have lapsed. If the service of a director terminates at a time when
the  restrictions on his or her shares of Restricted  Stock are still in effect,
such shares are forfeited  unless  termination is due to disability,  death, the
failure of the director  standing for  reelection  to be elected to the Board of
Directors  or a  change  in  control  of the  Company.  In any  such  case,  the
director's  restricted shares are not forfeited;  rather,  they immediately vest
and become unrestricted.

     Stock Available for Grants.  The Plan reserves 200,000 shares of our Common
Stock for awards under the Plan,  which shall be authorized but unissued  shares
of stock,  treasury  shares,  or issued shares that have been  reacquired by the
Company.  The Board of  Directors  may adjust  the  number of shares  granted to
prevent dilution or enlargement in the event of a stock split, a stock dividend,
or other event that  increases  or  decreases  the number or value of issued and
outstanding shares.

     Plan  Administration.  The Board has initially  designated the Compensation
Committee to administer all aspects of the Plan. The  Compensation  Committee is
composed  solely of non-employee  directors,  as defined under Rule 16b-3 of the
Securities Exchange Act of 1934, as amended.

         The Compensation Committee has the authority to, among other things:

o    determine all questions of fact that may arise under the Plan;

o    construe and interpret the Plan;

o    make rules and regulations relating to the administration of the Plan

The  Compensation  Committee  has sole  discretion  to make  all  determinations
necessary for plan administration.  The decisions of the Compensation  Committee
shall be final and binding on all persons.

     Amendment or Termination. The Board of Directors may amend or terminate the
Plan at any time. Approval by the Company's  shareholders of any amendment shall
be obtained if required by Rule 16b-3 under the Securities Exchange Act of 1934,
as  amended,  or the rules  and  regulations  of NASDAQ or any other  applicable
regulatory or legal authority.

     Federal Tax Consequences.  As non-qualified stock options,  awards of stock
options under the Plan will not result in taxable  income to the optionee at the
time of grant,  and the Company will not be entitled to a tax  deduction at that
time.  In general,  when the options are  exercised,  the optionee  will realize
ordinary income in an amount equal to the excess of the fair market value of the
acquired shares over the exercise  prices of those shares,  and the Company will
be entitled to a  corresponding  tax deduction.  Any gains or losses realized by
the optionee upon  disposition of the shares will be treated as capital gains or
losses, and the optionee's basis in such shares will be equal to the fair market
value of the shares at the time of exercise.

     In  general,  a  non-employee  director  who has  been  awarded  shares  of
restricted  stock will not realize taxable income at the time of the award,  and
the  Company  will not be  entitled to a tax  deduction  at that time.  Upon the
lapsing  of  restrictions  applicable  to the shares  subject  to an award,  the
non-employee  director  will realize  ordinary  income in an amount equal to the
then fair  market  value of the shares,  and the  Company  will be entitled to a
corresponding  tax deduction.  Any gains or losses realized by the  non-employee
director  upon  disposition  of such shares will be treated as capital  gains or
losses,  and the  non-employee  director's basis in such shares will be equal to
the fair  market  value of the  shares at the time of  vesting.  A  non-employee
director may elect,  pursuant to Section 83(b) of the Internal  Revenue Code, to
have income  recognized at the date the shares of  restricted  stock are awarded
and to have the applicable capital gain holding period commence as of that date.
If a non-employee director makes this election,  the Company will be entitled to
a  corresponding  tax  deduction in the year of the award.  If the  non-employee
director does not make an election pursuant to Section 83(b),  dividends paid to
the  non-employee  director  during the  restriction  period  will be treated as
compensation  income to the  participant  and the Company  will be entitled to a
corresponding tax deduction.

     Effective  Date and  Duration.  The Plan is effective  upon approval by the
Company's  shareholders  at our 2005 Annual  Meeting and shall  remain in effect
until May 6, 2013, unless sooner terminated.

     The affirmative  vote of the holders of a majority of the shares present in
person or  represented  by proxy and entitled to vote at the Annual Meeting will
be required to amend and restate the O'Reilly  Automotive,  Inc.  2003  Director
Stock Option Plan to the 2003 Director Plan.

The Board of  Directors  recommends  that you vote "FOR"  approval  to amend and
restate  the  2003  Director  Stock  Option  Plan to the 2003  Director  Plan of
O'Reilly Automotive, Inc.

PROPOSAL 5 - AMENDMENT TO THE AMENDED AND RESTATED  ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED SHARES OF COMPANY'S COMMON STOCK TO 250,000,000 SHARES

     The board of directors has adopted,  subject to  shareholder  approval,  an
amendment to our Articles of  Incorporation to increase the number of authorized
shares of common stock from 90,000,000 to 250,000,000. Our board of directors is
now requesting that the shareholders approve an increase in the number of shares
of common stock which we can issue from 90,000,000 to 250,000,000. Currently, we
have  55,421,404  shares of common  stock  outstanding.  The board of  directors
believes that  increasing the number of authorized but unissued shares of common
stock will provide the board with further flexibility to raise capital.

     The amendment to paragraph (a) of Article III our Articles of Incorporation
with respect to this Proposal 5 shall read as follows:

ARTICLE III. (a) The aggregate  number,  class and par value of shares which the
corporation  shall have the  authority  to issue  shall be two hundred and fifty
million  (250,000,000) shares, which shall include two hundred and fifty million
(250,000,000) shares of common stock, par value $0.01 per share and five million
(5,000,000) shares of preferred stock, par value $0.01 per share.

     The above is not the Articles of Incorporation in its entirety but specific
language reflecting the changes of the Articles of Incorporation,  a copy of the
Articles of Incorporation are incorporated by reference and filed as exhibit 3.3
to our Form 10-Q for the period  ended  September  30,  1999  filed on  November
15,1999.

The board of directors  recommends that you vote "FOR" the approval to amend our
Amended  and  Restated  Articles  of  Incorporation  to  increase  the number of
authorized shares of common stock from 90,000,000 to 250,000,000.


                           ANNUAL SHAREHOLDERS' REPORT

     The Annual  Shareholders' Report of the Company for fiscal 2004 containing,
among other things,  audited  consolidated  financial statements of the Company,
accompanies this Proxy Statement.

                        FUTURE PROPOSALS OF SHAREHOLDERS

     Shareholder  proposals  intended  to be  presented  at the year 2006 Annual
Meeting and included in the Company's proxy statement and form of proxy relating
to that  meeting  pursuant to Rule 14a-8 under the Exchange Act must be received
by the Company at the  Company's  principal  executive  offices by November  25,
2005. In order for  shareholder  proposals  made outside of Rule 14a-8 under the
Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c) under
the Exchange Act, the Company's  Amended Bylaws require that such proposals must
be submitted,  not later than February 9, 2006, and not earlier than January 19,
2006.
                                 OTHER BUSINESS

     The Board of Directors knows of no business to be brought before the Annual
Meeting other than as set forth above. If other matters properly come before the
meeting, it is the intention of the persons named in the solicited proxy to vote
the proxy on such  matters  in  accordance  with their  judgment  as to the best
interests of the Company.

                                  MISCELLANEOUS

     The Company  will pay the cost of  soliciting  proxies in the  accompanying
form.  In addition to  solicitation  by use of the mails,  certain  officers and
regular employees of the Company may solicit the return of proxies by telephone,
telegram or personal  interview and may request brokerage houses and custodians,
nominees and fiduciaries to forward soliciting  material to their principals and
will agree to reimburse them for their reasonable out-of-pocket expenses.

     Shareholders  are  urged to  mark,  sign,  date  and send in their  proxies
without delay or vote via telephone or Internet  using the  instructions  on the
proxy card.

                    COMMUNICATION WITH THE BOARD OF DIRECTORS

     A  shareholder  who  wishes to  communicate  with our  Board of  Directors,
specific individual directors or the independent directors as a group, may do so
by  directing a written  request  addressed to such  director(s)  in care of the
Corporate Secretary at the Company's address appearing on the first page of this
proxy statement or via e-mail through our website at  www.oreillyauto.com.  Such
communication will be directed to the intended  director,  group of directors or
the entire Board, as the case may be.

                            HOUSEHOLDING OF MATERIALS

     In some  instances,  only one copy of this Proxy Statement or Annual Report
is being delivered to multiple shareholders,  sharing an address, unless we have
received  instructions  from  one or more of the  shareholders  to  continue  to
deliver multiple copies. We will deliver promptly upon oral or written request a
separate copy of the Proxy  Statement or Annual Report,  as  applicable,  to any
shareholder at your address. If you wish to receive a separate copy of the Proxy
Statement or Annual Report, you may call us at (417) 862-6708, or send a written
request to O'Reilly Automotive, Inc., 233 South Patterson, Springfield, Missouri
65802, Attention: Secretary. Alternatively,  shareholders sharing an address who
now receive  multiple copies of the Proxy Statement or Annual Report may request
delivery of a single copy,  also by calling us at the number or writing to us at
the address listed above.

                             ADDITIONAL INFORMATION

     Additional  information regarding the Company can be found in the Company's
Annual  Report on Form 10-K for the year ended  December 31, 2004,  filed by the
Company with the Securities and Exchange Commission.

     A copy of the  Company's  Annual  Report on Form 10-K for  fiscal  year (as
filed  with  the  Securities  and  Exchange  Commission),   including  financial
statements and financial statement schedule (excluding  exhibits),  is available
to  shareholders  without charge,  upon written request to O'Reilly  Automotive,
Inc., 233 South Patterson, Springfield, Missouri 65802, Attention: Secretary.

                                             By Order of the Board of Directors

                                             Tricia Headley
                                             Secretary

Springfield, Missouri
March 22, 2005


                                       A-2
                                   APPENDIX A

                               O'REILLY AUTO PARTS

You are  cordially  invited  to attend the Annual  Meeting  of  Shareholders  of
O'Reilly Automotive, Inc., to be held at the Clarion Hotel, 3333 South Glenstone
Ave, Springfield, Missouri on Tuesday, May 3, 2005, at 10:00 a.m. Central Time.

                                 2004 HIGHLIGHTS

o        12th Consecutive Year of Record Revenues and Earnings
o        13.9% Increase in Sales to $1.72 Billion
o        6.8% Comparable Store Product Sales
o        140 New Stores Opened
o        Net Income of $117.7 Million

--------------------------------------------------------------------------------

                                      PROXY

                            O'REILLY AUTOMOTIVE, INC.
              Annual Meeting of Shareholders - Tuesday, May 3, 2005

          (THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)

The  undersigned  hereby  appoints David E.  O'Reilly,  Lawrence P. O'Reilly and
Charles H.  O'Reilly,  Jr.,  and each of them,  as  proxies,  with full power of
substitution,   and  hereby  authorizes  them  to  represent  and  vote  as  the
undersigned designates, all shares of Common Stock of O'Reilly Automotive, Inc.,
a Missouri corporation (the "Company"),  held by the undersigned on February 25,
2005, at the Annual Meeting of Shareholders (the "Annual Meeting") to be held on
May 3, 2005,  at 10:00 a.m.  Central  Time in  Springfield,  Missouri  or at any
adjournment or postponement  thereof,  upon the matters set forth on the reverse
side of this card,  all in  accordance  with and as more fully  described in the
accompanying  Notice of Annual  Meeting  of  Shareholders  and Proxy  Statement,
receipt of which is hereby acknowledged.

THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE  UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS GIVEN,  THIS PROXY WILL BE
VOTED "FOR" THE ACTIONS OR PROPOSALS.


O'REILLY AUTO PARTS                     VOTE BY INTERNET  -  www.proxyvote.com
                                        Use the Internet to transmit your voting
                                        instructions     and    for   electronic
                                        delivery  of information  up until 11:59
                                        P.M. Eastern  Time,  May 2,  2005.  Have
                                        your proxy card in hand when you access 
                                        the web site.  You will be  prompted  to
                                        enter your 12-digit Control Number which
                                        is located below to obtain your  records
                                        and  to  create  an   electronic  voting
                                        instruction form.

                                        VOTE BY PHONE - 1-800-690-6903
                                        Use any touch-tone telephone to transmit
                                        your voting  instructions up until 11:59
                                        P.M.  Eastern  Time,  May 2, 2005.  Have
                                        your proxy card in  hand  when you call.
                                        You will be  prompted to enter your  12-
                                        digit  Control  Number  which is located
                                        below  and  then  follow   the    simple
                                        instructions   the  Vote  Voice provides
                                        you.

                                        VOTE BY MAIL
                                        Mark,  sign and date your proxy card and
                                        return  in  the  postage-paid   envelope
                                        we  have  provided or return to O'Reilly
                                        Automotive,  Inc.,  c/o ADP, 51 Mercedes
                                        Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:   

                                              KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------
                                             DETACH AND RETURN THIS PORTION ONLY
              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

O'REILLY AUTOMOTIVE, INC.
The Board of Directors recommends a vote FOR the following actions
or  proposals (as described in the accompanying Proxy Statement).

                                                                           
Election of Directors                                              For     Withhold     For All     To withhold authority to vote,
1. Proposal to elect Class III Directors (three-year term).        All        All        Except      mark "For All Except" and write
01)  David E. O'Reilly                                                                                 the nominee's number on the
02)  Jay D. Burchfield                                                                                      line below.
03)  Paul R. Lederer                                                                                  ______________________________

Vote on Proposal                                                                         For    Against    Abstain

2.   Approval to amend and restate the 2003  Employee  Stock  Option Plan to the         ----     ----      ----
     2003 Incentive Plan

3.   Approval to amend and restate the 2003 Director Stock Option Plan

4.   Approval  to  amend  the  Company's   Amended  and  Restated   Articles  of
     Incorporation

5.   Ratification of apppointment of Ernst & Young, LLP as independent auditors.

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.

Please  sign  exactly as name(s)  appear  hereon.  When shares are held by joint
tenants, both should sign. When signing as an attorney, executor, administrator,
trustee or guardian,  please give full title as such. If a  corporation,  please
sign in full  corporate  name by president  or other  authorized  officer.  If a
partnership, please sign in partnership name by authorized person.



Signature [PLEASE SIGN WITHIN BOX]    Date        Signature (Joint Owners)      Date

---------------------------------    ---------    ------------------------    --------



                                   APPENDIX B

                              AMENDED AND RESTATED
                            O'REILLY AUTOMOTIVE, INC.
                               2003 INCENTIVE PLAN

Section 1.    Purposes

     The O'Reilly  Automotive,  Inc. 2003 Employee Stock Option Plan  ("Original
Plan") was adopted by the Board of Directors on February 13, 2003,  and approved
by the  shareholders  of the Company on May 6, 2003 and amended and  restated in
its entirety and renamed the Amended and Restated O'Reilly Automotive, Inc. 2003
Incentive  Plan by the Board of Directors on March 10, 2005. The purposes of the
Plan are to provide  long-term  incentives  to those  persons  with  significant
responsibility  for the success and growth of the Company and its  subsidiaries,
divisions and affiliated  businesses,  to associate the interest of such persons
with those of the Company's  shareholders,  to assist the Company in recruiting,
retaining  and  motivating  qualified  employees on a  competitive  basis and to
ensure a pay for performance linkage for such employees.

Section 2.    Definitions

     As used in the Plan, the following  terms shall have the meanings set forth
below:

(a)  "Affiliate" means (i) any entity that,  directly or indirectly  through one
     or more intermediaries, is controlled by the Company and (ii) any entity in
     which  the  Company  has a  significant  equity  interest,  in each case as
     determined by the Committee.

(b)  "Award"  means any Option,  Stock  Appreciation  Right,  Restricted  Stock,
     Restricted Stock Unit, Other  Stock-Based Award or Cash Bonus Award granted
     under the Plan.

(c)  "Award Agreement" means any written agreement, contract or other instrument
     or  document  evidencing  any Award  granted  under the  Plan.  Each  Award
     Agreement  shall be subject to the  applicable  terms and conditions of the
     Plan and any other terms and conditions  (not  inconsistent  with the Plan)
     determined by the Committee.

(d)  "Board" means the Board of Directors of the Company.

(e)  "Cash-Bonus Award" means any right granted under Section 6(f) of the Plan.

(f)  "Change in Control" is defined in Section 9(e) of the Plan.

(g)  "Code"  means the Internal  Revenue Code of 1986,  as amended and in effect
     from time to time, and any regulations promulgated thereunder.

(h)  "Committee"  means a  committee  of  Directors  designated  by the Board to
     administer the Plan, which shall initially be the Compensation Committee of
     the Board. The Committee shall be comprised of not less than such number of
     Directors as shall be required to permit  Awards  granted under the Plan to
     qualify under Rule 16b-3 and Section 162(m) of the Code, and each member of
     the Committee  shall be a  Non-Employee  Director;  provided,  however that
     noncompliance with such  qualifications  shall not invalidate any grants of
     Awards by the Committee.

(i)  "Common  Stock"  means the  common  stock,  having a par value of $0.01 per
     share, of the Company.

(j)  "Company" means O'Reilly Automotive,  Inc., a Missouri corporation, and any
     successor corporation.

(k)  "Director"  means  a  member  of  the  Board,  including  any  Non-Employee
     Director.

(l)  "Disability"  means a condition such that an individual would be considered
     disabled pursuant to Section 409A(C) of the Code.

(m)  "Eligible  Person"  means  any  officer,  Director  or other  key  employee
     providing  services to the Company and/or  Subsidiary of the Company or any
     other Person the Committee determines to be an Eligible Person.

(n)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(o)  "Fair  Market  Value"  means,  on any given  date (i) with  respect  to any
     property (including,  without limitation,  any Shares or other securities),
     the fair  market  value of such  property  determined  by such  methods  or
     procedures as shall be established from time to time by the Committee,  and
     (ii) with respect to Common Stock,  (A) if the Common Stock is not publicly
     traded,  the amount  determined by the  Committee on such date;  (B) if the
     Common Stock is traded only otherwise than on a securities  exchange and is
     not quoted on the NASDAQ,  the closing  quoted  selling price of the Common
     Stock on such date as quoted in "pink  sheets"  published  by the  National
     Daily  Quotation  Bureau;  (C) if the Common Stock is traded only otherwise
     than on a securities  exchange and is quoted on NASDAQ,  the closing quoted
     selling  price of the Stock on such  date as  reported  by the Wall  Street
     Journal;  or (D) if the Common Stock is admitted to trading on a securities
     exchange, the closing quoted selling price of the Common Stock on such date
     as reported in the Wall Street Journal.

(p)  "Incentive  Stock Option" means an Option granted under Section 6(a) of the
     Plan  that is  intended  to  qualify  as an  "incentive  stock  option"  in
     accordance  with the  terms  of  Section  422 of the Code or any  successor
     provision.

(q)  "NASDAQ"  means the National  Association of Securities  Dealers  Automated
     Quotation System.

(r)  "Non-Employee  Director"  means any Director who is not also an employee of
     the  Company  or an  "Affiliate"  within  the  meaning of Rule 16b-3 and an
     "outside director" within the meaning of Section 162(m) of the Code.

(s)  "Non-Qualified  Stock Option" means an option granted under Section 6(a) of
     the Plan that is not an Incentive Stock Option.

(t)  "Option" means an Incentive Stock Option or a Non-Qualified Stock Option.

(u)  "Other Stock-Based Award" means any right granted under Section 6(e) of the
     Plan.

(v)  "Participant"  means an Eligible  Person  designated to be granted an Award
     under the Plan.

(w)  "Performance Award" means any right granted under Section 6(d) of the Plan.

(x)  "Performance Goal" means the goals established by the Committee, based upon
     one or more performance measures, as the condition(s)  precedent to earning
     a Performance Award.

(y)  "Performance  Measures"  means the  criteria set out in Section 6(d) of the
     Plan that may be used by the Committee as the basis for a Performance Goal.

(z)  "Performance  Period" means the period  established by the Committee during
     which  the  achievement  of  Performance  Goals  is  assessed  in  order to
     determine whether and to what extent a Performance Award has been earned.

(aa) "Performance  Shares" means shares of Common Stock awarded to a Participant
     based on the achievement of Performance Goals during a Performance Period.

(bb) "Performance  Units" means an Award  denominated in Shares of Common Stock,
     cash or a combination thereof, as determined by the Committee, awarded to a
     Participant  based  on  the  achievement  of  Performance  Goals  during  a
     Performance Period.

(cc) "Person"  means  any   individual  or  entity,   including  a  corporation,
     partnership,  limited  liability  company,  association,  joint  venture or
     trust.

(dd) "Plan"  means the Amended  and  Restated  O'Reilly  Automotive,  Inc.  2003
     Incentive  Plan, as amended from time to time,  the provisions of which are
     set forth herein.

(ee) "Restricted Stock" means any Share granted under Section 6(c) of the Plan.

(ff) "Restricted  Stock Unit" means any unit granted  under  Section 6(c) of the
     Plan  evidencing  the right to receive a Share (or a cash payment  equal to
     the Fair Market Value of a Share) at some future date.

(gg) "Retirement"  means retirement in accordance with the terms of a retirement
     plan of the Company or one of its subsidiaries.

(hh) "Rule 16b-3" means Rule 16b-3  promulgated  by the  Securities and Exchange
     Commission  under the Securities  Exchange Act of 1934, as amended,  or any
     successor rule or regulation.

(ii) "Securities Act" means the Securities Act of 1933, as amended.

(jj) "Share" or "Shares"  means a share or shares of Common  Stock or such other
     securities  or  property  as may  become  subject  to Awards  subject to an
     adjustment made under Section 4(c) of the Plan.

(kk) "Stock  Appreciation  Right" means any right  granted under Section 6(b) of
     the Plan.

(ll) "Subsidiary" means a corporation or other entity constituting a "subsidiary
     corporation" under Section 424(f) of the Code, or any successor  provision.
    
Section 3.    Administration

(a)  Power and Authority of the Committee. The Plan shall be administered by the
     Committee.  Subject to the express provisions of the Plan and to applicable
     law, the  Committee  shall have full power and  authority to: (i) designate
     Eligible  Persons to receive  Awards;  (ii) determine  the type or types of
     Awards to be granted to each  Participant  under the Plan;  (iii) determine
     the number of Shares to be covered by (or the method by which  payments  or
     other rights are to be  determined  in  connection  with) each Award;  (iv)
     determine  the  terms  and  conditions  of any  Award or  Award  Agreement,
     including time-based restrictions and performance-based  restrictions;  (v)
     establish the  Performance  Measures for  achievement of Performance  Goals
     with respect to Performance  Awards; (vi) amend the terms and conditions of
     any Award or Award  Agreement  and  accelerate  the  exercisability  of any
     Option or waive any  restrictions  relating to any Award;  provided that no
     Award  shall be  amended  if such  amendment  would  cause  the Award to be
     subject to  Section  409A of the Code;  (vii)  determine  whether,  to what
     extent  and under  what  circumstances  Awards  may be  exercised  in cash,
     Shares,  promissory  notes  (provided,  however,  that the par value of any
     Shares to be issued  pursuant to such exercise shall be paid in the form of
     cash, services rendered,  personal property, real property or a combination
     thereof and the acceptance of such promissory  notes does not conflict with
     Section 402 of the  Sarbanes-Oxley  Act of 2002),  other securities,  other
     Awards  or other  property,  or  canceled,  forfeited  or  suspended;(viii)
     construe and interpret the Plan and any instrument or agreement,  including
     an Award Agreement, relating to the Plan; (ix) establish, amend, suspend or
     waive such rules and  regulations  and appoint such agents as it shall deem
     appropriate  for the proper  administration  of the Plan;  and (x) make any
     other  determination  and take any other  action that the  Committee  deems
     necessary or desirable for the administration of the Plan. Unless otherwise
     expressly   provided  in  the  Plan,  all   designations,   determinations,
     interpretations  and other  decisions  under or with respect to the Plan or
     any Award shall be within the sole discretion of the Committee, may be made
     at any time and shall be final,  conclusive  and binding  upon any Eligible
     Person, any Participant and any holder or beneficiary of any Award.

(b)  Power and Authority of the Board.  Notwithstanding anything to the contrary
     contained herein, the Board may, at any time and from time to time, without
     any further action of the Committee,  exercise the powers and duties of the
     Committee under the Plan.

(c)  Day-to-Day  Administration.  All expenses and  liabilities  incurred by the
     Committee in connection with the  administration of the Plan shall be borne
     by  the  Company.   The  Committee  may  employ   attorneys,   consultants,
     accountants,  appraisers, brokers, or other persons, and the Committee, the
     Board,  the Company and the officers and  employees of the Company shall be
     entitled  to rely  upon the  advice,  opinions  or  valuations  of any such
     persons.  The  interpretation  and  construction  by the  Committee  of any
     provision  of the Plan and any  determination  by the  Committee  under any
     provision  of the Plan  shall be final  and  conclusive  for all  purposes.
     Neither the Committee  nor any member  thereof shall be liable for any act,
     omission, interpretation,  construction or determination made in connection
     with the Plan in good  faith,  and the  members of the  Committee  shall be
     entitled to indemnification  and reimbursement by the Company in respect of
     any  claim,  loss,  damage or  expense  (including  counsel  fees)  arising
     therefrom  to the  fullest  extent  permitted  by law.  The  members of the
     Committee  shall be named as insureds in connection with any directors' and
     officers'  liability  insurance coverage that may be in effect from time to
     time.
    
Section 4.    Shares Available for Awards

(a)  Shares Available.  Subject to adjustment as provided in Section 4(c) of the
     Plan, the maximum  aggregate  number of Shares available for issuance under
     the Plan  shall be  4,000,000.  Shares to be  issued  under the Plan may be
     either  authorized  but unissued  Shares or Shares  reacquired  and held in
     treasury. Notwithstanding the foregoing, the number of Shares available for
     granting Incentive Stock Options under the Plan shall not exceed 2,000,000,
     subject to  adjustment  as provided in Section 4(c) of the Plan and subject
     to the  provisions  of  Sections  422 and 424 of the Code or any  successor
     provision.  The number of Shares granted to any one  individual  during any
     calendar year as part of Performance  Awards under the Plan,  regardless of
     when such Shares are deliverable, shall not exceed 1,000,000.

(b)  Accounting for Awards. For purposes of this Section 4, if an Award entitles
     the holder  thereof to receive  or  purchase  Shares,  the number of Shares
     covered by such Award or to which  such Award  relates  shall be counted on
     the date of grant of such  Award  against  the  aggregate  number of Shares
     available for granting Awards under the Plan. Any Shares that are used by a
     Participant as full or partial payment to the Company of the purchase price
     relating  to an  Award  or in  connection  with  the  satisfaction  of  tax
     obligations  relating to an Award,  shall again be  available  for granting
     Awards (other than Incentive Stock Options) under the Plan. In addition, if
     any  Shares  covered  by an Award or to  which  an  Award  relates  are not
     purchased or are forfeited,  or if an Award  otherwise  terminates  without
     delivery  of any  Shares,  then the number of Shares  counted  against  the
     aggregate  number of Shares  available  under the Plan with respect to such
     Award, to the extent of any such forfeiture or termination,  shall again be
     available for granting Awards under the Plan.

(c)  Adjustment Provisions.

     (i)  No  Limitation  on Corporate  Acts.  The existence of the Plan and the
          Awards  granted  hereunder  shall  not  affect in any way the right or
          power  of the  Board or the  shareholders  of the  Company  to make or
          authorize any adjustment,  recapitalization,  reorganization  or other
          change in the Company's capital structure or its business,  any merger
          or  consolidation  of the Company  with or into  another  entity,  any
          issuance of bonds,  debentures,  preferred or prior preference  stocks
          ahead of or affecting the Stock or the rights thereof, the dissolution
          or  liquidation  of the Company for any sale or transfer of all or any
          part  of its  assets  or  business,  or  any  other  corporate  act or
          proceeding.

     (ii) Adjustments.  In the event that the Committee shall determine that any
          dividend or other  distribution  (whether in the form of cash, Shares,
          other  securities or other property),  recapitalization,  stock split,
          reverse stock split, reorganization,  merger, consolidation, split-up,
          spin-off,  combination,  repurchase  or  exchange  of  Shares or other
          securities  of the  Company,  issuance of warrants or other  rights to
          purchase  Shares or other  securities  of the Company or other similar
          corporate  transaction  or  event  affects  the  Shares  such  that an
          adjustment is determined by the Committee to be  appropriate  in order
          to prevent  dilution  or  enlargement  of the  benefits  or  potential
          benefits  intended  to be made  available  under  the  Plan,  then the
          Committee  shall, in such manner as it may deem equitable,  adjust any
          or all of (A) the number and type of Shares  (or other  securities  or
          other property) that thereafter may be made the subject of Awards, (B)
          the number and type of Shares (or other  securities or other property)
          subject to  outstanding  Awards and (C) the purchase price or exercise
          price with respect to any Award; provided, however, that the number of
          Shares  covered  by any Award or to which  such  Award  relates  shall
          always be a whole  number  and any  adjustment  made  hereunder  shall
          comply with Treasury Regulation Section 1.424-1.

     (iii)Right to  Cancel  Awards  Upon  Certain  Events.  Notwithstanding  the
          above, in the event (A) of any reorganization,  merger, consolidation,
          split-up, spin-off,  combination,  repurchase or exchange of Shares or
          other  securities  of the  Company  or  any  other  similar  corporate
          transaction  or event or (B) the  Company  shall  enter into a written
          agreement to undergo such a transaction  or event,  the Committee may,
          in its sole discretion,  cancel any or all outstanding  Awards and pay
          to the holders of any such Awards that are otherwise  vested, in cash,
          the value of such  Awards  based  upon the price per share of  capital
          stock received or to be received by other  shareholders of the Company
          in such event.

     (iv) No Adjustment Upon Issuance of Securities.  Except as may otherwise be
          expressly  provided in the Plan, the issuance by the Company of Shares
          of Stock of any class or securities  convertible  into Shares of Stock
          of any class for cash, property,  labor or services, upon direct sale,
          upon the  exercise of rights or warrants to  subscribe  therefore,  or
          upon  conversion of shares or obligations  of the Company  convertible
          into such shares of capital stock or other securities, and in any case
          whether or not for fair value,  shall not affect, and no adjustment by
          reason  thereof shall be made with respect to, the number of shares of
          Stock  available  under the Plan or  subject  to  Options  theretofore
          granted or the exercise  price per share with  respect to  outstanding
          Options.
        
Section 5.    Eligibility

     Any Eligible  Person shall be eligible to be designated a  Participant.  In
determining  which Eligible  Persons shall receive an Award and the terms of any
Award,  the Committee may take into account the nature of the services  rendered
by the respective Eligible Persons, their present and potential contributions to
the  success  of the  Company or such other  factors  as the  Committee,  in its
discretion,  shall deem relevant.  Notwithstanding  the foregoing,  an Incentive
Stock Option may only be granted to full-time or part-time employees (which term
as used herein includes, without limitation, officers and directors who are also
employees), and an Incentive Stock Option shall not be granted to an employee of
an Affiliate unless such Affiliate is also a Subsidiary of the Company.

Section 6.    Awards

     (a)  Options.  The  Committee  is hereby  authorized  to grant  Options  to
          Eligible Persons with the following terms and conditions and with such
          additional terms and conditions not  inconsistent  with the provisions
          of the Plan, as the Committee shall determine:

          (i)  Exercise Price. The purchase price per Share purchasable under an
               Option shall be determined by the Committee;  provided,  however,
               that such purchase  price shall not be less than 100% of the Fair
               Market Value of a Share on the date of grant of such option.

          (ii) Option  Term.  The  term of each  Option  shall  be  fixed by the
               Committee at the time of grant,  provided that no Option shall be
               exercisable after ten years from its Grant Date.

          (iii)Time and Method of Exercise.  

               (A)  The Committee  shall determine the time or times at which an
                    Option may be exercised in whole or in part. Notwithstanding
                    the foregoing,  however, in no event shall an Option, or any
                    portion  thereof,  be exercisable  until at least six months
                    after the date of grant of such Option,  and no Option shall
                    be exercisable  (and any attempted  exercise shall be deemed
                    null and  void)  if such  exercise  would  create a right of
                    recovery for  "short-swing  profits"  under Section 16(b) of
                    the Exchange Act,  unless the  Participant  pays the Company
                    the amount of such "short-swing  profits" at the time of the
                    exercise of the Option.  

               (B)  The full exercise price for the Shares with respect to which
                    the  Option  is  being  exercised  shall be  payable  to the
                    Company:

                    (1)  in cash  or by  check  payable  and  acceptable  to the
                         Company;

                    (2)  subject to the approval of the Committee,  by tendering
                         to the  Company  shares  of Common  Stock  owned by the
                         optionee  having an  aggregate  Fair  Market  Value per
                         share as of the date of  exercise  that is not  greater
                         than  the  full  exercise  price  for the  shares  with
                         respect  to  which  the  Option  is  being   exercised,
                         provided that such shares shall have been then owned by
                         the  optionee for a period of at least six months prior
                         to such exercise, and by paying any remaining amount of
                         the exercise price as provided in (1) above; or

                    (3)  subject to the  approval of the  Committee  and to such
                         instructions  as  the  Committee  may  specify,  at the
                         optionee's  written  request  the  Company  may deliver
                         certificates  for the shares of Common  Stock for which
                         the Option is being  exercised  to a broker for sale on
                         behalf of the optionee,  provided that the optionee has
                         irrevocably instructed such broker to remit directly to
                         the Company on the optionee's behalf the full amount of
                         the exercise price from the proceeds of such sale;

                    (4)  provided,  however,  that in the  case of an  Incentive
                         Stock  Option,  (2) and (3) above  shall  apply only if
                         Committee  approval  is  given  on or prior to the date
                         such  Option  was  granted  and  the  Award   Agreement
                         expressly provides for such optional payment terms.

                         In the event that the  optionee  elects to make payment
                    as allowed under clause (2) above,  the Committee  may, upon
                    confirming  that the  optionee  owns the number of shares of
                    Common Stock being tendered, authorize the issuance of a new
                    certificate for the number of shares being acquired pursuant
                    to the  exercise  of the  Option  less the  number of shares
                    being  tendered upon the exercise and return to the optionee
                    (or not require surrender of) the certificate for the shares
                    of common Stock being  tendered upon the  exercise.  Payment
                    instruments will be received subject to collection.

          (iv) Acceleration and Conversion.  The Committee, at any time: (A) may
               accelerate  the time at which any  Option  granted  hereunder  is
               exercisable   or   otherwise   vary  the  terms  of  an   Option,
               notwithstanding  the fact that such variance may cause the Option
               to be treated as a Non-Qualified Stock Option; and (B) subject to
               the  consent  of the  Participant,  may  convert  an  outstanding
               Incentive  Stock  Option to a  Non-Qualified  Stock  option if it
               deems  such  conversion  to  be  in  the  best  interest  of  the
               Participant.

          (v)  Incentive Stock Options.  Notwithstanding anything in the Plan to
               the contrary,  the following additional provisions shall apply to
               the  grant of stock  options  that are  intended  to  qualify  as
               Incentive Stock Options:

               (A)  The  Committee  will not grant  Incentive  Stock  Options in
                    which the aggregate Fair Market Value  (determined as of the
                    time the option is granted)  of the Shares  with  respect to
                    which  Incentive Stock Options are exercisable for the first
                    time by any Participant during any calendar year (under this
                    Plan and all other plans of the Company and its  Affiliates)
                    shall exceed One Hundred Thousand Dollars ($100,000).
     

               (B)  All Incentive Stock Options must be granted within ten years
                    from the date on which the Original  Plan was adopted by the
                    Board.

               (C)  Unless sooner  exercised,  all Incentive Stock Options shall
                    expire and no longer be  exercisable no later than ten years
                    after the date of grant; provided, however, that in the case
                    of a grant of an  Incentive  Stock  Option to a  Participant
                    who, at the time such Option is  granted,  owns  (within the
                    meaning of Section  422 of the Code) stock  possessing  more
                    than 10% of the total  combined  voting power of all classes
                    of stock of the Company or of its Affiliate,  such Incentive
                    Stock Option shall  expire and no longer be  exercisable  no
                    later than five years from the date of grant.

               (D)  The purchase  price per Share for an Incentive  Stock Option
                    shall be not less  than 100% of the Fair  Market  Value of a
                    Share on the date of grant of the  Incentive  Stock  Option;
                    provided,  however,  that,  in the  case of the  grant of an
                    Incentive  Stock  Option to a  Participant  who, at the time
                    such option is granted,  owns (within the meaning of Section
                    422 of the Code) stock possessing more than 10% of the total
                    combined voting power of all classes of stock of the Company
                    or  of  its   Affiliate,   the  purchase   price  per  Share
                    purchasable  under an  Incentive  Stock  Option shall be not
                    less  than 110% of the Fair  Market  Value of a Share on the
                    date of grant of the Incentive Stock Option.

               (E)  Any Incentive Stock Option  authorized  under the Plan shall
                    contain such other  provisions as the  Committee  shall deem
                    advisable,  but shall in all events be  consistent  with and
                    contain  all  provisions  required  in order to qualify  the
                    Option as an Incentive Stock Option.

          (vi) Termination of Employment.

               (A)  In the event an individual's employment with the Company and
                    its Subsidiaries  shall terminate for reasons other than (1)
                    Retirement;  (2) Disability;  or (3) death, the individual's
                    Options shall  terminate as of the date of such  termination
                    of employment  and shall not be exercisable to any extent as
                    of and after such time.

               (B)  If any  termination  of  employment  is due to Retirement or
                    Disability,  the individual shall have the right to exercise
                    any  Option  at  any  time   within  the   12-month   period
                    (three-month  period in the case of  Retirement  for Options
                    that are Incentive Stock Options) following such termination
                    of  employment,  but only to the extent  that the Option was
                    exercisable   immediately   prior  to  such  termination  of
                    employment. Notwithstanding any other provision contained in
                    the  Plan or any  Award  Agreement,  if the  termination  of
                    employment   is  due  to   Retirement,   and  such  retiring
                    individual  at the time of his or her  Retirement  (1) is at
                    least  fifty-five  (55) years of age, and (2) the sum of the
                    individual's  age and years of  service  to the  Company  is
                    equal  to or  greater  than  eighty  (80)  years,  then  all
                    outstanding  Options  granted  to such  retiring  individual
                    shall  automatically  become immediately  exercisable within
                    such  12-month  period  (three-month  period  in the case of
                    Options that are Incentive Stock Options).

               (C)  Whether any  termination  of employment is due to Retirement
                    or Disability and whether an authorized  leave of absence or
                    absence  for  military  or  government  service or for other
                    reasons  shall  constitute a termination  of employment  for
                    purposes of the Plan shall be determined by the Committee in
                    its sole discretion.

               (D)  If an  individual  shall die while  entitled  to exercise an
                    Option, the individual's estate,  personal representative or
                    beneficiary,  as the case may be,  shall  have the  right to
                    exercise the Option at any time within the  12-month  period
                    (three-month  period in the case of  Retirement  for Options
                    that are Incentive Stock Options)  following the date of the
                    Participant's  death, to the extent that the Participant was
                    entitled to exercise the same on the day  immediately  prior
                    to the Participant's death.

(b)  Stock  Appreciation  Rights.  The  Committee is hereby  authorized to grant
     Stock  Appreciation  Rights to Eligible Persons subject to the terms of the
     Plan. Each Stock  Appreciation Right granted under the Plan shall confer on
     the  holder  upon  exercise  the right to  receive,  as  determined  by the
     Committee,  a number of Shares  equal to the excess of (i) the Fair  Market
     Value of one Share on the date of exercise over (ii) the grant price of the
     Stock Appreciation Right as determined by the Committee,  which grant price
     shall not be less than  100% of the Fair  Market  Value of one Share on the
     date of grant of the Stock Appreciation Right.  Subject to the terms of the
     Plan,  the grant  price,  term,  methods of  exercise,  dates of  exercise,
     methods  of  settlement  and any  other  terms  and  conditions  (including
     conditions  or  restrictions   on  the  exercise   thereof)  of  any  Stock
     Appreciation Right shall be as determined by the Committee.

(c)  Restricted  Stock  /  Restricted  Stock  Units.  The  Committee  is  hereby
     authorized to grant Restricted Stock and Restricted Stock Units to Eligible
     Persons with the following  terms and conditions  and with such  additional
     terms and conditions not  inconsistent  with the provisions of the Plan, as
     the Committee shall determine:

     (i)  Restrictions. The Committee shall impose such terms, conditions and/or
          restrictions on any Restricted Stock or Restricted Stock Units granted
          pursuant  to the  Plan as it may  deem  advisable  including,  without
          limitation:  (A) a  requirement  that  Participants  pay a  stipulated
          purchase  price for each  Restricted  Stock or each  Restricted  Stock
          Unit;  (B)  restrictions   based  upon  the  achievement  of  specific
          Performance Goals (Company-wide,  divisional,  and/or individual); (C)
          time-based  restrictions  on vesting;  and/or (D)  restrictions  under
          applicable   Federal  or  state  securities  laws.   Unless  otherwise
          determined  by the  Committee  at the time of  grant,  any  time-based
          restriction  period  shall be for a  minimum  of three  years.  To the
          extent the Restricted  Stock or Restricted Stock Units are intended to
          be  deductible  under  Section  162(m)  of the  Code,  the  applicable
          restrictions  shall be based on the  achievement of Performance  Goals
          over a Performance Period, as described in Section 6(d) below.

     (ii) Payment  of Units.  Restricted  Stock  Units  that  become  payable in
          accordance  with their terms and conditions  shall be settled in cash,
          Shares of Common Stock,  or a combination of cash and Common Stock, as
          determined  by the Committee and paid no later than 2 1/2 months after
          the tax year in which the Restricted Stock Units vest.

     (iii)No  Disposition  During  Restriction  Period.  During the  Restriction
          Period,  Restricted  Stock may not be sold,  assigned,  transferred or
          otherwise disposed of, or mortgaged,  pledged or otherwise encumbered.
          In order to enforce the limitations imposed upon the Restricted Stock,
          the  Committee  may (A) cause a legend or  legends to be placed on any
          certificates relating to such Restricted Stock, and/or (B) issue "stop
          transfer" instructions, as it deems necessary or appropriate.

     (iv) Dividend  and  Voting  Rights.  Unless  otherwise  determined  by  the
          Committee,  during  the  Restriction  Period,  Participants  who  hold
          Restricted Stock shall have the right to vote such Restricted Stock as
          the  record  owner  thereof.   Unless  otherwise   determined  by  the
          Committee,   any  dividends  payable  to  a  Participant   during  the
          Restriction Period shall be distributed to the Participant only if and
          when the  restrictions  imposed on the applicable  Restricted Stock or
          Restricted Stock Units lapse.

     (v)  Stock Certificates. Each certificate issued for Restricted Stock shall
          be registered in the name of the  Participant  and deposited  with the
          Company  or its  designee.  At the end of the  Restriction  Period,  a
          certificate representing the number of Shares to which the Participant
          is then entitled shall be delivered to the Participant  free and clear
          of the restrictions.  No certificate shall be issued with respect to a
          Restricted Stock Unit unless and until such unit is paid in Shares.

(d)  Performance  Awards.  Subject to the  provisions  of the Plan,  Performance
     Awards may be granted  either  alone or in  addition  to other  Awards made
     under the Plan.

     (i)  Grants.  Subject to the  provisions  of the Plan,  Performance  Awards
          consisting of Performance  Shares or Performance  Units may be granted
          to Eligible Persons.

     (ii) Performance  Goals.  Unless  otherwise  determined  by the  Committee,
          Performance   Awards  shall  be  conditioned  on  the  achievement  of
          Performance  Goals  (which  shall be based on one or more  Performance
          Measures,  as determined by the Committee) over a Performance  Period.
          The Performance Period shall be one year, unless otherwise  determined
          by the Committee.

     (iii)Performance  Measures.  The  Performance  Measure(s)  to be  used  for
          purposes of Performance Awards may be described in terms of objectives
          that are related to the individual  Participant or objectives that are
          Company-wide or related to a subsidiary, division, department, region,
          function or business unit of the Company in which the  Participant  is
          employed,  and may  consist of one or more or any  combination  of the
          following  criteria:  stock price,  market share, sales revenue,  cash
          flow, sales volume,  earnings per share,  return on equity,  return on
          assets,  return on sales,  return on invested capital,  economic value
          added, net earnings,  total  shareholder  return,  gross margin and/or
          costs. The Performance Goals based on these  Performance  Measures may
          be made relative to the performance of other corporations.

     (iv) Negative   Discretion.   Notwithstanding   the   achievement   of  any
          Performance  Goal  established  under this Plan, the Committee has the
          discretion,  by  Participant,  to reduce some or all of a  Performance
          Award that would otherwise be paid.

     (v)  Extraordinary  Events.  At, or at any time after, the time an Award is
          granted,  and to the extent permitted under Section 162(m) of the Code
          and  the  regulations   thereunder  without  adversely  affecting  the
          treatment  of the Award under the  Performance  Based  Exception,  the
          Committee  may  provide  for the manner in which  performance  will be
          measured against the Performance  Goals (or may adjust the Performance
          Goals) to  reflect  the  impact of  specific  corporate  transactions,
          accounting or tax law changes and other extraordinary and nonrecurring
          events.

     (vi) Interpretation.  With respect to any Award that is intended to satisfy
          the  conditions  for the  Performance  Based  Exception  under Section
          162(m) of the Code:  (A) the  Committee  shall  interpret the Plan and
          this  Section  6(d) in light  of  Section  162(m)  of the Code and the
          regulations thereunder;  (B) the Committee shall have no discretion to
          amend the Award in any way that would  adversely  affect the treatment
          of the Award  under  Section  162(m)  of the Code and the  regulations
          thereunder;  and (C) such Award shall not be paid until the  Committee
          shall  first  have  certified  that the  Performance  Goals  have been
          achieved.

     (vii)Payments.  Performance Awards shall be paid no later than 2 1/2 months
          after the tax year in which the Performance Award vests.

(e)  Other  Stock-Based  Awards.  The Committee is hereby authorized to grant to
     Eligible Persons,  subject to the terms of the Plan, such other Awards that
     are  denominated or payable in, valued in whole or in part by reference to,
     or otherwise based on or related to, Shares (including, without limitation,
     securities  convertible into Shares),  as are deemed by the Committee to be
     consistent  with the  purposes  of the  Plan.  Shares  or other  securities
     delivered  pursuant to a purchase  right  granted  under this  Section 6(e)
     shall be purchased for such consideration, which may be paid by such method
     or methods and in such form or forms (including,  without limitation, cash,
     Shares,  promissory  notes  (provided,  however,  that the par value of any
     Shares to be issued  pursuant to such exercise shall be paid in the form of
     cash, services rendered,  personal property, real property or a combination
     thereof,  provided,  further,  that the acceptance of such promissory notes
     does not  conflict  with  Section 402 of the  Sarbanes-Oxley  Act of 2002),
     other  securities,  other  Awards  or other  property,  or any  combination
     thereof,  having a Fair  Market  Value on the  exercise  date  equal to the
     applicable  exercise  price) in which,  payment of the exercise  price with
     respect  thereto may be made or deemed to have been made. The Company shall
     pay Awards no later than 2 1/2 months after the tax year in which the Award
     vests.

(f)  Cash-Bonus  Awards. The Committee is hereby authorized to grant to Eligible
     Persons,  subject to the terms of the Plan,  Cash-Bonus Awards that provide
     participants  with the  opportunity  to earn a cash payment  based upon the
     achievement of one or more Performance Goals for a period of time of one or
     more years (the "Award  Cycle"),  as determined by the Committee.  For each
     Award  Cycle,  the  Committee  shall  determine  the  relevant  Performance
     Measurements,  the Performance Goal for each Performance  Measurement,  the
     level or  levels  of  achievement  necessary  for  Awards  to be paid,  the
     weighting of the  Performance  Goals if more than one  Performance  Goal is
     applicable,  and  the  size  of the  Awards.  The  Company  shall  pay  the
     Cash-Bonus Award no later than 2 1/2 months after the tax year in which the
     Cash-Bonus Award is earned.

(g)  General.

     (i)  Consideration   for  Awards.   Awards  may  be  granted  for  no  cash
          consideration or for any cash or other  consideration as determined by
          the  Committee,  consistent  with  the  Plan  and in  compliance  with
          applicable law.

     (ii) Awards May Be Granted  Separately  or  Together.  Awards  may,  in the
          discretion of the  Committee,  be granted  either alone or in addition
          to, in tandem with or in substitution for any other Award or any award
          granted  under  any  plan  of the  Company  or any  Subsidiary  of the
          Company.  Awards granted in addition to or in tandem with other Awards
          or in  addition to or in tandem  with  awards  granted  under any such
          other plan of the Company or any  Subsidiary of the Company (A) may be
          granted  either  at the same time as or at a  different  time from the
          grant of such other  Awards or awards and (B) shall only be granted if
          the grant complies with Section 409A of the Code.

     (iii)Forms of Payment  under  Awards.  Subject to the terms of the Plan and
          the  requirements of applicable law,  payments or transfers to be made
          by the Company or an Affiliate upon the grant,  exercise or payment of
          an Award  may be made in such  form or forms  as the  Committee  shall
          determine  including,  without  limitation,  cash  (other  than  Stock
          Appreciation  Rights,  which  will  be  settled  in  Shares),  Shares,
          promissory  notes  (provided,  however,  that the  acceptance  of such
          promissory   notes  does  not   conflict   with  Section  402  of  the
          Sarbanes-Oxley Act of 2002),  other securities,  other Awards or other
          property or any combination  thereof,  and may be made on any schedule
          of payments or  transfers,  so long as all such payments and transfers
          occur no later  than 2 1/2  months  after  the tax year in which  such
          payment or transfer  obligation  vests,  in accordance  with rules and
          procedures established by the Committee.

     (iv) Limits on  Transfer  of Awards.  No Award and no right  under any such
          Award shall be transferable by a Participant otherwise than by will or
          by the laws of descent and  distribution  and the Company shall not be
          required to recognize any  attempted  assignment of such rights by any
          Participant;   provided,  however,  that,  if  so  determined  by  the
          Committee,  a  Participant  may,  in  the  manner  established  by the
          Committee,  designate a beneficiary or  beneficiaries  to exercise the
          rights of the Participant and receive any property  distributable with
          respect  to any  Award  upon the death of the  Participant;  provided,
          further,  that, if so determined by the Committee,  a Participant  may
          transfer a Non-Qualified  Stock Option to any "Family Member" (as such
          term is defined in the General  Instructions  to Form S-8 or successor
          to such  Instructions or such Form) at any time that such  Participant
          holds such Option,  provided that the  Participant may not receive any
          consideration  for such  transfer,  the Family Member may not make any
          subsequent  transfers other than by will or by the laws of descent and
          distribution and the Company receives written notice of such transfer;
          provided,  further, that, if so determined by the Committee and except
          in the case of an Incentive  Stock Option,  Awards may be transferable
          as determined by the Committee.  Except as otherwise determined by the
          Committee,  each Award (other than an Incentive Stock Option) or right
          under any such Award  shall be  exercisable  during the  Participant's
          lifetime only by the Participant or, if permissible  under  applicable
          law, by the Participant's guardian or legal representative.  Except as
          otherwise  determined  by the  Committee,  no  Award  (other  than  an
          Incentive  Stock Option) or right under any such Award may be pledged,
          alienated, attached or otherwise encumbered, and any purported pledge,
          alienation,  attachment or other encumbrance thereof shall be void and
          unenforceable against the Company or any Affiliate.

     (v)  Term of Awards. Subject to Section 6(a)(v)(C) of the Plan, the term of
          each  Award  shall  be for such  period  as may be  determined  by the
          Committee;  provided, however, no Award shall have a term greater than
          ten years from the grant date of the Award.

     (vi) Restrictions;   Securities  Exchange  Listing.  All  Shares  or  other
          securities  delivered  under  the Plan  pursuant  to any  Award or the
          exercise  thereof  shall be subject to such stop  transfer  orders and
          other restrictions as the Committee may deem advisable under the Plan,
          applicable   federal   or  state   securities   laws  and   regulatory
          requirements,  and the Committee may direct  appropriate stop transfer
          orders and cause other  legends to be placed on the  certificates  for
          such Shares or other securities to reflect such  restrictions.  If the
          Shares or other  securities are traded on a securities  exchange,  the
          Company  shall  not  be  required  to  deliver  any  Shares  or  other
          securities  covered by an Award  unless and until such Shares or other
          securities have been admitted for trading on such securities exchange.

     (vii)Except  as  provided  in  Section  4(c)  hereof,  no  Option  or Stock
          Appreciation Right may be amended to reduce its initial exercise price
          and no Option  shall be canceled  and  replaced  with Options or Stock
          Appreciation  Rights  having  a  lower  exercise  price,  without  the
          approval of the  shareholders  of the Company or unless there would be
          no material  adverse effect on the Company's  financial  statements as
          prepared in accordance with Generally Accepted Accounting Principles.

(h)  Award Limitations.

     (i)  Annual  Plan  Limitation.  The  maximum  amount of Shares  issuable in
          connection with Awards that may be made in any calendar year shall not
          exceed 2,000,000, subject to adjustment as provided in Section 4(c) of
          the Plan;  provided,  however,  that with respect to any calendar year
          following  calendar year 2005,  such maximum amount of Shares shall be
          increased  to the extent  that  Awards  covering  less than  2,000,000
          shares are made in a prior  calendar  year so that such unused  Awards
          may be carried forward to subsequent calendar years.

     (ii) Limitations on Grants to  Participants.  The maximum number of Options
          and Stock Appreciation  Rights that may be granted or issued under the
          Plan in any calendar year to any Participant  during a single calendar
          year is 500,000  Shares  (subject to  adjustment  as  provided  for in
          Section 4(c) of the Plan and this subsection  (h)). The maximum amount
          of Awards other than Options and Stock Appreciation Rights that may be
          made in any calendar year to any Participant  shall not exceed 500,000
          Shares. The maximum amount of Awards that may be made to a Participant
          for a  Performance  Period  greater than one year shall not exceed the
          foregoing annual maximum multiplied by the number of full years in the
          Performance  Period.  The  foregoing  annual  limitation  specifically
          includes  the  grant of any Award or  Awards  representing  "qualified
          performance-based  compensation"  within the meaning of Section 162(m)
          of the Code.
          
Section 7.    Amendment and Termination; Adjustments

     (a)  Amendments  to  the  Plan.  The  Board  may  amend,  alter,   suspend,
          discontinue  or  terminate  the Plan at any time;  provided,  however,
          that,  notwithstanding  any other  provision  of the Plan  (other than
          Section 7(d) hereof) or any Award  Agreement,  without the approval of
          the  shareholders  of the  Company,  no  such  amendment,  alteration,
          suspension,  discontinuation or termination shall be made that, absent
          such approval:  (i) violates the rules or regulations of the NASDAQ or
          any other  securities  exchanges  that are  applicable to the Company;
          (ii)  causes  the  Company  to be  unable,  under the  Code,  to grant
          Incentive Stock Options under the Plan;  (iii) increases the number of
          shares  authorized  under the Plan as specified in Section 4(a) of the
          Plan; (iv) permits the award of Options or Stock  Appreciation  Rights
          at a price less than 100% of the Fair  Market  Value of a Share on the
          date  of  grant  of  such  Option  or  Stock  Appreciation  Right,  as
          prohibited  by  Sections  6(a)(i)  and  6(b)(ii)  of the  Plan  or the
          repricing of Options or Stock  Appreciation  Rights,  as prohibited by
          Section  6(g)(vii)  of the  Plan;  or (v) would  prevent  the grant of
          Options or Stock Appreciation  Rights that would qualify under Section
          162(m) of the Code.

     (b)  Amendments to Awards.  The  Committee  may waive any  conditions of or
          rights of the Company under any outstanding  Award,  prospectively  or
          retroactively.  Except  as  otherwise  provided  herein or in an Award
          Agreement, the Committee may not amend, alter, suspend, discontinue or
          terminate any outstanding  Award,  prospectively or retroactively,  if
          such action  would  adversely  affect the rights of the holder of such
          Award, without the consent of the Participant or holder or beneficiary
          thereof.  Except as provided in Section 4(c) of the Plan,  in no event
          may the Board reprice any award  without first  obtaining the approval
          of the shareholders of the Company.

(c)  Correction  of Defects,  Omissions and  Inconsistencies.  The Committee may
     correct any defect,  supply any omission or reconcile any  inconsistency in
     the Plan or any  Award  in the  manner  and to the  extent  it  shall  deem
     desirable to carry the Plan into effect.

Section 8.    Income Tax Withholding

     In order to comply with all applicable  federal,  state or local income tax
laws or regulations, the Company may take such action as it deems appropriate to
ensure that all applicable federal, state or local payroll, withholding,  income
or other taxes, which are the sole and absolute responsibility of a Participant,
are  withheld  or  collected  from  such  Participant.  In  order  to  assist  a
Participant in paying all or a portion of the federal,  state and local taxes to
be  withheld  or  collected  upon  exercise  or  receipt  of (or  the  lapse  of
restrictions relating to) an Award, the Committee, in its discretion and subject
to such  additional  terms  and  conditions  as it may  adopt,  may  permit  the
Participant  to satisfy such tax  obligation by (i) electing to have the Company
withhold a portion of the Shares  otherwise  to be  delivered  upon  exercise or
receipt  of (or the lapse of  restrictions  relating  to) such Award with a Fair
Market  Value  equal to the  amount of such taxes (but only to the extent of the
minimum amount required to be withheld under  applicable laws or regulations) or
(ii)  delivering to the Company Shares other than Shares  issuable upon exercise
or receipt of (or the lapse of restrictions  relating to) such Award with a Fair
Market Value equal to the amount of such taxes.  The  election,  if any, must be
made on or before the date that the amount of tax to be withheld is determined.

Section 9.    Change in Control

(a)  Options and SARs.  Effective  on the date of such  Change in  Control,  all
     outstanding  and unvested  Options and Stock  Appreciation  Rights  granted
     under the Plan shall  immediately vest and, in the case of Options,  become
     exercisable,  and all Options then outstanding  under the Plan shall remain
     outstanding in accordance with their terms. Notwithstanding anything to the
     contrary  contained  therein,  in  the  event  that  any  Option  or  Stock
     Appreciation Right granted under the Plan becomes  unexercisable during its
     term on or after a Change in Control because:  (i) the individual who holds
     such Option or Stock Appreciation Right is involuntarily  terminated (other
     than for cause) within two (2) years after the Change in Control; (ii) such
     Option or Stock Appreciation Right is terminated or adversely modified;  or
     (iii) in the case of Options,  shares of Common Stock are no longer  issued
     and  outstanding,  or no longer traded on a national  securities  exchange,
     then  the  holder  of  such  Option  or  Stock   Appreciation  Right  shall
     immediately be entitled to receive a lump sum cash payment equal to (A) the
     gain on such Option or Stock Appreciation Right or (B) only if greater than
     the gain  and  only  with  respect  to  Non-Qualified  Stock  Options,  the
     Black-Scholes   value  of  such  Option  (as  determined  by  a  nationally
     recognized  independent investment banker chosen by the Company), in either
     case calculated on the date such Option becomes unexercisable. For purposes
     of the preceding sentence, the gain on an Option shall be calculated as the
     difference  between the closing  price per share of Common  Stock as of the
     date such Option becomes unexercisable less the Option Exercise Price.

(b)  Restricted  Stock/Restricted  Stock  Units.  Upon a Change of Control,  all
     Restricted Stock and Restricted  Stock Units shall  immediately vest and be
     distributed  to  Participants,  effective  as of the date of the  Change of
     Control.

(c)  Performance  Awards.  Each Performance Award granted under the Plan that is
     outstanding on the date of the Change in Control shall immediately vest and
     the holder of such  Performance  Award shall be entitled to a lump sum cash
     payment equal to the amount of such Performance Award payable at the end of
     the  Performance  Period  as if 100% of the  Performance  Goals  have  been
     achieved.

(d)  Timing of Payment.  Any amount required to be paid pursuant to this Section
     9 shall be paid as soon as  practical  after the date such  amount  becomes
     payable.

(e)  Change in Control.  As used  herein,  the term  "Change in  Control,"  with
     respect to the Company,  means, and shall be deemed to have occurred on the
     date upon which (i) the Board (or, if approval of the Board is not required
     as a matter of law, the  shareholders of the Company) shall approve (A) any
     consolidation  or merger of the  Company  in which the  Company  is not the
     continuing or surviving  corporation  or pursuant to which shares of Common
     Stock would be converted  into cash,  securities or other  property,  other
     than a  merger  of the  Company  in  which  the  holders  of  Common  Stock
     immediately  prior to the merger have the same  proportionate  ownership of
     common stock of the surviving corporation  immediately after the merger, or
     (B) any sale, lease,  exchange,  or other transfer (in one transaction or a
     series of related transactions) of all, or substantially all, of the assets
     of the  Company,  or (C)  the  adoption  of any  plan or  proposal  for the
     liquidation or dissolution of the Company, or (ii) any person (as such term
     is  defined  in  Section  13(d)(3)  and  14(d)(2)  of  the  Exchange  Act),
     corporation, or other entity shall purchase any Common Stock of the Company
     (or securities  convertible into the Common Stock) for cash,  securities or
     any other  consideration  pursuant  to a tender  offer or  exchange  offer,
     without the prior consent of the Board, or any such person,  corporation or
     other entity  (other than the Company or any benefit plan  sponsored by the
     Company or any  subsidiary)  shall become the  "beneficial  owner" (as such
     term is  defined  in Rule  13d-3  under  the  Exchange  Act),  directly  or
     indirectly, of securities of the Company representing 35 percent or more of
     the combined voting power of the then outstanding securities of the Company
     ordinarily  (and apart from rights  accruing  under special  circumstances)
     having  the  right to vote in the  election  of  directors  (calculated  as
     provided  in  paragraph  (d) of such  Rule  13d-3 in the case of  rights to
     acquire  the  Company's  securities),  or (iii)  during  any  period of two
     consecutive  years,  individuals  who  at  the  beginning  of  such  period
     constitute  the entire  Board  shall cease for any reason to  constitute  a
     majority thereof unless the election, or the nomination for election by the
     Company's  shareholders,  of each new director was approved by a vote of at
     least  two-thirds of the directors  then still in office who were directors
     at the beginning of the period.

Section 10.   General Provisions

(a)  No Rights to Awards.  No  Eligible  Person or other  Person  shall have any
     claim to be granted  any Award under the Plan,  and there is no  obligation
     for uniformity of treatment of Eligible Persons or holders or beneficiaries
     of Awards under the Plan.  The terms and  conditions  of Awards need not be
     the same with  respect to any  Participant  or with  respect  to  different
     Participants.

(b)  Award Agreements. No Participant will have rights under an Award granted to
     such  Participant  unless and until an Award Agreement shall have been duly
     executed on behalf of the Company and, if requested by the Company,  signed
     by the Participant.

(c)  Plan  Provisions  Control.  In the  event  that any  provision  of an Award
     Agreement  conflicts with or is  inconsistent in any respect with the terms
     of the Plan as set forth herein or subsequently  amended,  the terms of the
     Plan shall control.

(d)  No Rights of  Shareholders.  Except  with  respect to Shares of  Restricted
     Stock as to which  the  Participant  has been  granted  the  right to vote,
     neither a Participant nor the Participant's legal  representative shall be,
     or have any of the rights and  privileges  of, a shareholder of the Company
     with respect to any Shares issuable to such  Participant  upon the exercise
     or payment of any Award, in whole or in part,  unless and until such Shares
     have been  issued  in the name of such  Participant  or such  Participant's
     legal representative without restrictions thereto.

(e)  No Limit on Other Compensation Arrangements.  Nothing contained in the Plan
     shall prevent the Company or any  Affiliate  from adopting or continuing in
     effect other or additional compensation arrangements, and such arrangements
     may be either generally applicable or applicable only in specific cases.

(f)  No Right to  Employment.  The grant of an Award shall not be  construed  as
     giving a  Participant  the right to be retained in the employ,  nor will it
     affect in any way the right of the  Company or an  Affiliate  to  terminate
     such  employment  at any time,  with or without  cause.  In  addition,  the
     Company  or an  Affiliate  may at  any  time  dismiss  a  Participant  from
     employment  free  from any  liability  or any  claim  under the Plan or any
     Award,  unless  otherwise  expressly  provided  in the Plan or in any Award
     Agreement.  Nothing  in this Plan  shall  confer on any person any legal or
     equitable  right  against  the  Company  or  any  Affiliate,   directly  or
     indirectly, or give rise to any cause of action at law or in equity against
     the Company or an Affiliate.  The Awards granted  hereunder  shall not form
     any part of the wages or salary of any  Eligible  Person  for  purposes  of
     severance pay or termination  indemnities,  irrespective  of the reason for
     termination of employment.  Under no circumstances shall any person ceasing
     to be an  employee  of the  Company or any  Affiliate  be  entitled  to any
     compensation for any loss of any right or benefit under the Plan which such
     employee might  otherwise  have enjoyed but for  termination of employment,
     whether  such  compensation  is claimed by way of damages  for  wrongful or
     unfair dismissal,  breach of contract or otherwise. By participating in the
     Plan, each Participant  shall be deemed to have accepted all the conditions
     of the Plan and the terms  and  conditions  of any  rules  and  regulations
     adopted by the Committee and shall be fully bound thereby.

(g)  Governing Law. The validity,  construction,  and effect of the Plan,  Award
     Agreement or any Award, and any rules and regulations relating to the Plan,
     Award  Agreement or any Award,  shall be determined in accordance  with the
     internal laws, and not the law of conflicts, of the State of Missouri.

(h)  Severability. If any provision of the Plan or any Award is or becomes or is
     deemed to be invalid, illegal or unenforceable in any jurisdiction or would
     disqualify  the Plan or any Award  under any law deemed  applicable  by the
     Committee,  such provision  shall be construed or deemed amended to conform
     to  applicable  laws,  or if it cannot be so  construed  or deemed  amended
     without,  in the  determination of the Committee,  materially  altering the
     purpose  or  intent  of the  Plan or the  Award,  such  provision  shall be
     stricken as to such jurisdiction or Award, and the remainder of the Plan or
     any such Award shall remain in full force and effect.

(i)  No Trust or Fund Created. Neither the Plan nor any Award shall create or be
     construed  to create a trust or  separate  fund of any kind or a  fiduciary
     relationship between the Company or any Affiliate and an Eligible Person or
     any other Person. To the extent that any Person acquires a right to receive
     payments from the Company or any Affiliate pursuant to an Award, such right
     shall be no greater than the right of any unsecured general creditor of the
     Company or any Affiliate.

(j)  Other  Benefits.  No  compensation or benefit awarded to or realized by any
     Participant  under the Plan shall be included  for the purpose of computing
     such Participant's  compensation under any  compensation-based  retirement,
     disability  or  similar  plan  of the  Company  unless  required  by law or
     otherwise provided by such other plan.

(k)  No Fractional  Shares.  No  fractional  Shares shall be issued or delivered
     pursuant  to the  Plan or any  Award,  and the  Committee  shall  determine
     whether cash shall be paid in lieu of any fractional Shares or whether such
     fractional  Shares or any rights  thereto shall be canceled,  terminated or
     otherwise eliminated.

(l)  Headings.  Headings are given to the Sections and  subsections  of the Plan
     solely as a convenience to facilitate reference. Such headings shall not be
     deemed  in  any  way   material  or  relevant   to  the   construction   or
     interpretation of the Plan or any provision thereof.

(m)  Section 16 Compliance; Section 162(m) Administration.  The Plan is intended
     to comply in all respects with Rule 16b-3 or any successor provision, as in
     effect from time to time,  and in all events the Plan shall be construed in
     accordance with the  requirements of Rule 16b-3. If any Plan provision does
     not  comply  with Rule  16b-3 as  hereafter  amended  or  interpreted,  the
     provision  shall be  deemed  inoperative.  The Board of  Directors,  in its
     absolute  discretion,  may bifurcate  the Plan so as to restrict,  limit or
     condition  the use of any provision of the Plan with respect to persons who
     are officers or directors subject to Section 16 of the Exchange Act without
     so  restricting,  limiting or  conditioning  the Plan with respect to other
     Eligible Persons.  With respect to Options and Stock  Appreciation  Rights,
     the Company  intends to have the Plan  administered  in accordance with the
     requirements  for the award of "qualified  performance-based  compensation"
     within the meaning of Section 162(m) of the Code.

(n)  Conditions  Precedent  to  Issuance of Shares.  Shares  shall not be issued
     pursuant to the  exercise or payment of the purchase  price  relating to an
     Award unless such exercise or payment and the issuance and delivery of such
     Shares pursuant  thereto shall comply with all relevant  provisions of law,
     including,  without  limitation,  the Securities Act, the Exchange Act, the
     rules and  regulations  promulgated  thereunder,  the  requirements  of any
     applicable  Stock Exchange and the Missouri  General  Corporation Law. As a
     condition to the exercise or payment of the purchase price relating to such
     Award,  the Company may require  that the person  exercising  or paying the
     purchase  price  represent and warrant that the Shares are being  purchased
     only for investment and without any present intention to sell or distribute
     such  Shares  if,  in the  opinion  of  counsel  for  the  Company,  such a
     representation and warranty is required by law.

(o)  Nonexclusivity  of the  Plan.  Neither  the  submission  of the  Plan,  the
     approval  of the Plan by the  shareholders  of the Plan nor the  failure of
     such  shareholders  to approve the Plan shall in any way limit the power of
     the Board to adopt such other incentive  arrangements  deemed  desirable by
     it, including without limitation,  the awarding of cash bonuses, subject to
     any shareholder approval as may be required by law, regulatory rules or the
     NASDAQ System.

(p)  Compliance with all applicable laws. Notwithstanding any other provision of
     the Plan,  the  Company  shall have no  liability  to deliver any Shares of
     Common  Stock  under the Plan or make any other  distribution  of  benefits
     under the Plan unless such delivery or  distribution  would comply with all
     applicable laws  (including,  without  limitation,  the requirements of the
     Securities  Act, as amended,  and the Exchange  Act, as  amended),  and the
     applicable  requirements of any securities exchange,  the NASDAQ System, or
     any similar entity.  If the employee fails to timely accept delivery of and
     pay for the Shares  specified in a notice to the Company stating the number
     of shares for which the Option is being executed,  the Committee shall have
     the right to terminate the Option with respect to such Shares.

(q)  Preemption by Applicable Laws and Regulations.  Anything in the Plan or any
     Award  Agreement  entered  into  pursuant  to  the  Plan  to  the  contrary
     notwithstanding, if, at any time specified herein or therein for the making
     of any determination  with respect to the issuance or other distribution of
     Shares  of  Common  Stock,  any  law,  regulation  or  requirement  of  any
     governmental  authority  having  jurisdiction in the premises shall require
     either the Company or the Participant (or the  Participant's  beneficiary),
     as the  case  may be,  to take  any  action  in  connection  with  any such
     determination, the issuance or distribution of such Shares or the making of
     such  determination  shall be deferred  until such  action  shall have been
     taken.

Section 12.       Effective Date of the Plan

     The Plan shall be  effective  upon its  adoption  by the  Board,  provided,
however,  that in the event the Plan is not approved by the  shareholders of the
Company at the 2005  annual  meeting of the  shareholders  of the  Company,  the
Original Plan shall continue in full force and effect.

Section 13.   Term of the Plan

     No Award shall be granted under the Plan after the tenth anniversary of the
adoption  of the  Original  Plan  or any  earlier  date  of  discontinuation  or
termination  established  pursuant to Section 7(a) of the Plan. However,  unless
otherwise  expressly  provided in the Plan or in an applicable  Award Agreement,
any Award theretofore  granted may extend beyond such date, and the authority of
the Committee  provided for  hereunder  with respect to the Plan and any Awards,
and the  authority  of the Board to amend  the Plan,  shall  extend  beyond  the
termination of the Plan.



                                   APPENDIX C

                              AMENDED AND RESTATED
                            O'REILLY AUTOMOTIVE, INC.
                            2003 DIRECTOR STOCK PLAN

I.       Establishment and Purpose.

     The O'Reilly  Automotive,  Inc. 2003 Director Stock Option Plan was adopted
by the Board of Directors on February 13, 2003 and approved by the  shareholders
of the Company on May 6, 2003 and amended  and  restated in its  entirety as the
O'Reilly Automotive,  Inc. 2003 Director Stock Plan by the Board of Directors on
March 10, 2005.  The purposes of the Plan are to provide (a) further  inducement
to qualified persons to become and remain Eligible Directors of the Company, and
(b)  additional  incentive to Eligible  Directors of the Company by  encouraging
them to acquire an increased proprietary interest in the business of the Company
through the  granting of Options and  Restricted  Stock  hereunder in return for
services rendered by them to the Company; thereby furthering the interest of the
Company and its shareholders.


II.      Definitions.

(a)  "Act" means the  Securities  and Exchange Act of 1934, as amended from time
     to time.

(b)  "Award" means any Option or Restricted  Stock granted pursuant to Section V
     of the Plan.

(c)  "Award Agreement" means any written agreement, contract or other instrument
     or document  evidencing any Option or Restricted  Stock Award granted under
     the Plan.

(d)  "Board" means the Board of Directors of the Company.

(e)  "Change of Control"  means,  and shall be deemed to have  occurred  on, the
     date upon which (i) the Board of Directors (or, if approval of the Board is
     not required as a matter of law,  the  shareholders  of the Company)  shall
     approve (A) any consolidation or merger of the Company in which the Company
     is not the continuing or surviving  corporation or pursuant to which shares
     of Stock would be converted into cash, securities or other property,  other
     than a merger of the  Company  in which the  holders  of Stock  immediately
     prior to the merger have the same  proportionate  ownership of common stock
     of the surviving corporation immediately after the merger, or (B) any sale,
     lease,  exchange,  or other  transfer  (in one  transaction  or a series of
     related  transactions) of all, or  substantially  all, of the assets of the
     Company, or (C) the adoption of any plan or proposal for the liquidation or
     dissolution of the Company,  or (ii) any person (as such term is defined in
     Section  13(d)(3)  and 14(d)(2) of the Act),  corporation,  or other entity
     shall purchase any Stock of the Company (or securities convertible into the
     Stock) for cash, securities or any other consideration pursuant to a tender
     offer or exchange  offer,  without the prior  consent of the Board,  or any
     such person,  corporation  or other  entity  (other than the Company or any
     benefit plan sponsored by the Company or any  subsidiary)  shall become the
     "beneficial  owner" (as such term is defined in Rule 13d-3  under the Act),
     directly  or  indirectly,  of  securities  of the Company  representing  35
     percent  or more of the  combined  voting  power  of the  then  outstanding
     securities of the Company  ordinarily (and apart from rights accruing under
     special  circumstances)  having  the  right  to  vote  in the  election  of
     directors  (calculated  as provided in paragraph  (d) of such Rule 13d-3 in
     the case of rights to acquire the  Company's  securities),  or (iii) during
     any period of two  consecutive  years,  individuals who at the beginning of
     such  period  constitute  the entire  Board  shall  cease for any reason to
     constitute a majority  thereof  unless the election,  or the nomination for
     election by the Company's  shareholders,  of each new director was approved
     by a vote of at least  two-thirds of the directors then still in office who
     were  directors  at the  beginning  of the  period.  (f)  "Code"  means the
     Internal  Revenue Code of 1986, as amended and in effect from time to time,
     and  any  regulations  promulgated  thereunder.  (g)  "Committee"  means  a
     committee  of Directors  designated  by the Board to  administer  the Plan,
     which shall  initially  be the  Compensation  Committee  of the Board.  The
     Committee  shall be  comprised of not less than such number of Directors as
     shall be required to permit Awards  granted under the Plan to qualify under
     Rule 16b-3 and each such  Director  shall be a  "non-employee  director" as
     such term is used in Rule 16b-3; provided,  however that noncompliance with
     such  qualifications  shall  not  invalidate  any  grants  of Awards by the
     Committee.  (h)  "Company"  means  O'Reilly  Automotive,  Inc.,  a Missouri
     corporation,  and  any  successor  corporation.  (i)  "Disability"  means a
     condition  such that an  Eligible  Director  would be  considered  disabled
     pursuant  to Section  409A(a)(2)(C)  of the Code,  or, if the Company has a
     long-term  disability  plan,  the  condition  described  in such  plan as a
     disability.  (j) "Eligible Director" means a director of the Company who is
     not  otherwise  an officer or employee of the Company or of any  subsidiary
     thereof.  (k) "Fair Market Value" of the Stock, on a given date, means: (i)
     if the Stock is not publicly traded, the amount determined by the Committee
     on  such  date;  (ii) if the  Stock  is  traded  only  otherwise  than on a
     securities  exchange  and is not quoted on the NASDAQ,  the closing  quoted
     selling  price  of the  Stock  on such  date as  quoted  in  "pink  sheets"
     published by the National  Daily  Quotation  Bureau;  (iii) if the Stock is
     traded  only  otherwise  than on a  securities  exchange  and is  quoted on
     NASDAQ,  the  closing  quoted  selling  price of the  Stock on such date as
     reported  by the Wall Street  Journal;  or (iv) if the Stock is admitted to
     trading on a securities  exchange,  the closing quoted selling price of the
     Stock on such date as reported in the Wall Street  Journal.  (l)  "Grantee"
     means the Eligible  Director to whom an Award is granted.  (m) "Grant Date"
     means the date as of which an Award is  granted,  which  shall be the first
     business day after the annual meeting of Shareholders  of the Company.  (n)
     "NASDAQ"  means the National  Association of Securities  Dealers  Automated
     Quotation  System.  (o) "Option" means an option granted under this Plan to
     acquire  Stock.  (p)  "Plan"  means  the  Amended  and  Restated   O'Reilly
     Automotive,    Inc.   2003   Director   Stock   Plan.    (q)    "Post-Death
     Representative(s)"   means  the  executor(s)  or  administrator(s)  of  the
     Grantee's  estate or the  person or persons  to whom the  Grantee's  rights
     under  his or her  Option  pass by the  Grantee's  will or the  laws of the
     descent and distribution.  (r) "Restriction  Period" means, with respect to
     shares of Restricted  Stock awarded  hereunder,  a period of [one year from
     the Grant Date (with  respect to  one-third  of the total  amount of shares
     awarded),  two years  from the Grant Date  (with  respect to an  additional
     one-third of the total  amount of shares  awarded) and three years from the
     Grant  Date  (with  respect  to  the  remaining  one-third  of  the  shares
     awarded)],  unless  sooner  terminated  upon the  occurrence  of any of the
     events specified in Section V paragraph (2)(b) of the Plan. (s) "Restricted
     Stock" means any share of Stock  granted  under  Section V paragraph (2) of
     the Plan.  (t) "Rule 16b-3" means Rule 16b-3  promulgated by the Securities
     and Exchange Commission under the Act, as amended from time to time, or any
     successor  rule. (u) "Stock" means  authorized and unissued shares of $0.01
     per value common stock of the Company or  reacquired  shares of such common
     stock held in its treasury.

III.     Administration.

(a)  The  Plan  shall be  administered  by the  Committee.  The  members  of the
     Committee  shall be "Eligible  Directors"  within the meaning of Rule 16b-3
     under  the  Act,   provided,   however,   that   noncompliance   with  such
     qualifications  shall not invalidate any grants of Awards by the Committee.
     Committee  members may resign at any time by delivering  written  notice to
     the Board.  Vacancies in the Committee,  however caused, shall be filled by
     the Board.  The Committee  shall act by a majority of its members,  and the
     Committee  may act either by vote at a telephonic  or other meeting or by a
     consent or other  written  instrument  signed by all of the  members of the
     Committee.  If the  Committee  does  not  exist,  or for any  other  reason
     determined by the Board,  the Board may take any action under the Plan that
     would otherwise be the responsibility of the Committee.
         
(b)  Subject to and not  inconsistent  with the express  provisions of the Plan,
     the  Committee  has and may exercise such powers and authority of the Board
     as may be  necessary  or  appropriate  for the  Committee  to carry out its
     functions under the Plan. Without limiting the generality of the foregoing,
     the  Committee  shall have full power and  authority  (i) to determine  all
     questions of fact that may arise under the Plan, (ii) to interpret the Plan
     and to  make  all  other  determinations  necessary  or  advisable  for the
     administration of the Plan and (iii) to prescribe,  amend and rescind rules
     and regulations relating to the Plan,  including,  without limitation,  any
     rules that the Committee  determines are necessary or appropriate to ensure
     that the Company  and the Plan will be able to comply  with all  applicable
     provisions   of  any   applicable   federal,   state  or  local  law.   All
     interpretations,  determinations and actions by the Committee will be final
     and binding upon all persons, including the Company, Eligible Directors and
     Grantees.

IV.      Shares Subject to the Plan.

(a)  Subject to the  provisions  of Section VII  hereof,  the Stock which may be
     issued pursuant to any Award granted under the Plan shall not exceed in the
     aggregate shares of Stock.
         
(b)  At any time during the  existence of the Plan,  there shall be reserved for
     issuance upon any Award granted under the Plan an amount of Stock  (subject
     to  adjustment as provided in Section VII hereof) equal to the total number
     of shares then  issuable  pursuant to all such Awards which shall have been
     made prior to such time.  The Company in its  discretion may use reacquired
     shares held in the treasury in lieu of authorized but unissued shares.

         
(c)  If an Award terminates, in whole or in part, by expiration or for any other
     reason,  except  in the  case of the  exercise  of an  Option,  the  shares
     previously  reserved  for  issuance  upon grant of the Award shall again be
     available  for  issuance  as if such  shares had never  been  subject to an
     Award.

V.       Awards.

     On each Grant  Date,  each person who is then an  Eligible  Director  shall
receive a grant of shares of Restricted  Stock and an Option to purchase  shares
of Stock.

(1)  Options.
 
(a)  Granting of Options.

     (i)  Each  person  who is an  Eligible  Director  on the Grant  Date  shall
          receive  Options  to acquire  shares of Stock at a per share  purchase
          price  equal to the per share  Fair  Market  Value of the Stock on the
          Grant  Date[,  provided,  however,  that no grant shall be made to any
          Eligible  Director  who is first  elected a director of the Company at
          the annual meeting of the shareholders immediately preceding the Board
          meeting on the Grant Date]. [What about directors  appointed mid-year?
          Will they receive an award upon commencement of service?]

     (ii) All  Options  granted  under the Plan  shall be  granted as of a Grant
          Date.  Promptly  after each Grant Date,  the Company  shall notify the
          Grantee of the grant of the Option,  and shall hand deliver or mail to
          the Grantee an Award Agreement,  duly executed by and on behalf of the
          Company,  with the  request  that the  Grantee  execute and return the
          Award  Agreement  within  thirty  days  after the Grant  Date.  If the
          Grantee shall fail to execute and return the written  Award  Agreement
          within  said   thirty-day   period,   his  or  her  Option   shall  be
          automatically terminated,  except that if the Grantee dies within said
          thirty-day   period,   such  Award   Agreement   shall  be   effective
          notwithstanding the fact that it has not been signed prior to death.

     (iii)Options  granted  under the Plan will not be incentive  stock  options
          within the meaning of Section  422 of the Code.  

(b) Terms of Options.
          
Notwithstanding  any other provision of the Plan, each Option shall be evidenced
by an Award Agreement,  which shall include the substance of the following terms
and conditions:
          

     (i)  The option price for each share of Stock covered by an Option shall be
          an amount  equal to 100% of the Fair Market  Value of a share of Stock
          on the Grant Date of such Option.

     (ii) The  Option by its  terms  shall not be  transferable  by the  Grantee
          otherwise than by will or by the laws of descent and  distribution  or
          pursuant to a  qualified  domestic  relations  order as defined by the
          Code or regulations thereunder.  The designation of a beneficiary does
          not constitute a transfer. The Option shall be exercisable, during the
          Grantee's lifetime, only by the Grantee.

     (iii)[The Option by its terms shall be  immediately  exercisable  as to any
          or all shares and may be exercised at any time and from time to time.]

     (iv) Each  Option  granted  under  the  Plan  and  all  unexercised  rights
          thereunder shall expire automatically upon the earlier of (A) the date
          on which a Grantee  ceases to hold office as a director of the Company
          for any reason other than  retirement,  death or  Disability,  (B) the
          date  that  is  three  months  following  the  effective  date  of the
          Grantee's  retirement from service on the Board,  (C) the date that is
          one year  following  the date on which the  Grantee's  service  on the
          Board of Directors of the Company  ceases due to death or  Disability,
          and (D) the seventh anniversary date of the Option date.

(c)  Exercise of Options.

     (i)  An Option may be exercised in whole or in part except as otherwise may
          be provided in the Award  Agreement,  by giving  written notice to the
          Company  stating the number of shares of Stock for which the Option is
          being  exercised,  accompanied  by  payment  in full of the  aggregate
          purchase price for the shares of Stock being purchased. Payment of the
          aggregate  purchase  price for the  shares of Stock may be made (A) in
          cash or by check  payable and  acceptable  to the Company for the full
          amount of the  purchase  price of the shares with respect to which the
          Option is  exercised,  (B) subject to the  approval of the  Committee,
          upon  delivery to the  Company on the  exercise  date of  certificates
          representing shares of Stock, owned by the Grantee for longer than six
          months and  registered  in the  Grantee's  name,  having a Fair Market
          Value  on the date of such  exercise  and  delivery  equal to the full
          amount of the  purchase  price of the shares with respect to which the
          Option is exercised,  (C) at the Grantee's written request and subject
          to the  approval  of the  Committee  and to such  instructions  as the
          Committee may specify,  in accordance with a cashless exercise program
          pursuant to which the Company may deliver  certificates for the shares
          of Stock for which the Option is being  exercised to a broker for sale
          on behalf of the Grantee,  provided  that the Grantee has  irrevocably
          instructed  such  broker  to  remit  directly  to the  Company  on the
          Grantee's  behalf  the full  amount of such  purchase  price  from the
          proceeds  of such  sale,  or (D) a  combination  of (A)  and (B)  that
          collectively  equals  the full  amount  of the  purchase  price of the
          shares with respect to which the Option is exercised.

     (ii) A Grantee shall have none of the rights of a shareholder  with respect
          to shares of Stock  subject to his or her Option until shares of Stock
          are issued to him or her upon the exercise of his or her Option.
         
(d)  General Provisions.

     The Company shall not be required to issue or deliver any  certificate  for
shares of Stock to a Grantee upon the exercise of his or her Option:

     (i)  Prior to (A) if requested by the Company,  the filing with the Company
          by  the  Grantee  or  the  Grantee's  Post-Death  Representative  of a
          representation in writing that at the time of such exercise that it is
          his or her then present intention to acquire the shares of Stock being
          purchased for investment and not for resale, and/or (B) the completion
          of any  registration  or other  qualification  of such shares of Stock
          under any state or federal  securities  laws or rulings or regulations
          of any governmental  regulatory body which the Company shall determine
          to be necessary or advisable; and

     (ii) Unless such issuance or delivery would comply with all applicable laws
          and the applicable requirements of any securities exchange, the NASDAQ
          or similar entity.

(2)      Restricted Stock.

     (a)  Granting of Restricted Stock.


          (i)  Each person who is an  Eligible  Director on the Grant Date shall
               receive shares of Restricted Stock on the Grant Date[,  provided,
               however, that no grant shall be made to any Eligible Director who
               is first elected a director of the Company at the annual  meeting
               of the  shareholders  immediately  preceding the Board meeting on
               the Grant Date].

          (ii) All  Restricted  Stock granted under the Plan shall be granted as
               of a Grant  Date.  Promptly  after each Grant  Date,  the Company
               shall  notify the Grantee of the grant of the  Restricted  Stock,
               and shall hand deliver or mail to the Grantee an Award Agreement,
               duly  executed by and on behalf of the Company,  with the request
               that the Grantee  execute and return the Award  Agreement  within
               thirty  days after the Grant Date.  If the Grantee  shall fail to
               execute  and return  the  written  Award  Agreement  within  said
               thirty-day  period,  his or her  Restricted  Stock Award shall be
               automatically terminated,  except that if the Grantee dies within
               said thirty-day  period,  such Award Agreement shall be effective
               notwithstanding  the fact  that it has not been  signed  prior to
               death.
         
     (b)  All  shares  of  Restricted  Stock  granted  to an  Eligible  Director
          pursuant  to the Plan shall be subject to the risk of  forfeiture  and
          the   restrictions  set  forth  in  paragraph  (c)  below  during  the
          Restriction Period;  provided,  however,  that such Restriction Period
          shall earlier  terminate  upon the  occurrence of any of the following
          events:

          (i)  the date of death or Disability of such Eligible Director;

          (ii) the date  such  Eligible  Director,  having  been  nominated  for
               reelection,  is not reelected by the  shareholders of the Company
               to serve as a member of the Board of Directors; or

          (iii) the occurrence of a Change in Control of the Company.

     (c)  Shares of Restricted  Stock,  when issued,  will be  represented  by a
          stock  certificate  or  certificates  registered  in the  name  of the
          Eligible  Director to whom such shares of Restricted  Stock shall have
          been  granted.   Each  such   certificate   shall  bear  a  legend  in
          substantially the following form:

          "The shares  represented by this  certificate are subject to the terms
          and  conditions   (including   forfeiture  and  restrictions   against
          transfer)  contained in the Amended and Restated O'Reilly  Automotive,
          Inc. 2003  Director  Stock Plan. A copy of such Plan is on file in the
          office of O'Reilly Automotive, Inc."

          Such  certificates  shall be deposited by such Eligible  Director with
          the  Company,  together  with  stock  powers or other  instruments  of
          assignment,  each endorsed in blank, which will permit transfer of the
          Company of all or any portion of the shares of  Restricted  Stock that
          shall have been forfeited.  Restricted Stock shall  constitute  issued
          and outstanding  shares of Stock for all corporate purposes other than
          the right to receive and retain  dividends or other  distributions  in
          respect  of  such  shares  ("Retained  Distributions").  The  Eligible
          Director  will  have the right to vote  such  Restricted  Stock and to
          exercise all other rights,  powers and privileges of a holder of Stock
          with respect to such shares,  with the exception that (i) the Eligible
          Director will not be entitled to delivery of the stock  certificate or
          certificates  representing such Restricted Stock until the Restriction
          Period  shall have expired and unless all other  vesting  requirements
          with respect thereto shall have been fulfilled;  (ii) the Company will
          retain custody of the stock  certificate or certificates  representing
          the Restricted Stock during the Restriction Period;  (iii) the Company
          will retain custody of all  distributions  made or declared in respect
          of the  Restricted  Stock  (and such  Retained  Distributions  will be
          subject  to  the  same  restrictions,  terms  and  conditions  as  are
          applicable  to the  Restricted  Stock until such time, if ever, as the
          Restricted  Stock with  respect to which such  Retained  Distributions
          shall have been made,  paid or declared shall have become vested,  and
          such Retained  Distributions  shall not bear interest or be segregated
          in separate accounts;  (iv) an Eligible Director may not sell, assign,
          transfer,  pledge,  exchange,  encumber  or  dispose  of any shares of
          Restricted Stock or any Retained  Distributions during the Restriction
          Period;  and (v) a breach  of any  restrictions,  terms or  conditions
          provided in the Plan or  established  by the Board of  Directors  with
          respect to any Restricted Stock or Retained Distributions will cause a
          forfeiture  of such  Restricted  Stock and any Retained  Distributions
          with respect thereto.

     (d)  Upon the  completion  of the  Restriction  Period  with  respect to an
          Eligible  Director's  Restricted  Stock,  and the  satisfaction of any
          other  applicable  restrictions,  terms and conditions,  all shares of
          Restricted  Stock  issued to such  Eligible  Director and any Retained
          Distributions  with  respect to such  Restricted  Stock  shall  become
          vested. The Company shall promptly thereafter issue and deliver to the
          Eligible Director new stock  certificates or instruments  representing
          the Restricted Stock and other distributions registered in the name of
          the Eligible  Director or, if deceased,  his or her legatee,  personal
          representative  or  distributee,  which do not  contain the legend set
          forth in paragraph (2)(c) above.

     If an  Eligible  Director  ceases to be a member of the Board of  Directors
prior to the expiration of the  Restriction  Period for any reason other than as
set forth in clauses (i)  through  (iii) of  paragraph  (2)(b)  above,  then all
shares of  Restricted  Stock  issued to such  Eligible  Director as to which the
Restriction Period is applicable and all Retained  Distributions with respect to
such shares shall be forfeited  to the Company and the Eligible  Director  shall
not  thereafter  have any rights  (including  dividend  and voting  rights) with
respect to such Restricted Stock and Retained Distributions.


VI.      No Right to Remain a Director.

     The grant of an Award shall not create any right in any person to remain as
     a director of the Company.


VII.     Adjustment Provisions.

(a)  The existence of the Plan and the Awards granted hereunder shall not affect
     in any way the  right  or power of the  Board  or the  shareholders  of the
     Company   to   make  or   authorize   any   adjustment,   recapitalization,
     reorganization  or other change in the Company's  capital  structure or its
     business,  any merger or  consolidation of the Company with or into another
     entity,  any issuance of bonds,  debentures,  preferred or prior preference
     stocks  ahead  of or  affecting  the  Stock  or  the  rights  thereof,  the
     dissolution  or  liquidation of the Company for any sale or transfer of all
     or any part of its  assets  or  business,  or any  other  corporate  act or
     proceeding.

(b)  The shares with  respect to which Awards may be granted are shares of Stock
     as presently constituted.  If, however, the number of outstanding shares of
     Stock are  increased  or  decreased,  or such  shares are  exchanged  for a
     different  number or kind of shares or securities of the Company  through a
     reorganization, merger, recapitalization, reclassification, stock dividend,
     stock split,  number of shares of Stock  subject to the Plan as provided in
     Section  IV  hereof,  and the shares of Stock  subject  to  issuance  under
     outstanding   Awards   under   the   Plan   shall  be   appropriately   and
     proportionately  adjusted  by the  Committee.  Any  such  adjustment  in an
     outstanding  Award shall be made without  change in the aggregate  purchase
     price  applicable to an unexercised  portion of an Option Award but with an
     appropriate  adjustment  in the price for each  share or other  unit of any
     security covered by such Option Award.

(c)  Except as may otherwise be expressly  provided in the Plan, the issuance by
     the  Company  of  shares  of  capital  stock  of any  class  or  securities
     convertible  into shares of capital stock of any class for cash,  property,
     labor or  services,  upon  direct  sale,  upon the  exercise  of  rights or
     warrants to subscribe therefor, or upon conversion of shares or obligations
     of the  Company  convertible  into such  shares of  capital  stock or other
     securities,  and  in any  case  such  shares  of  capital  stock  or  other
     securities,  and in any case  whether  or not for  fair  value,  shall  not
     affect,  and no adjustment by reason thereof shall be made with respect to,
     the number of shares of Stock available under the Plan or subject to Awards
     theretofore  granted  or the  purchase  price per  share  with  respect  to
     outstanding Option Awards.

(d)  Adjustments  under this Section VII shall be made by the  Committee,  whose
     determination as to what adjustments shall be made, and the extent thereof,
     shall be final, binding and conclusive. No fractional shares of Stock shall
     be issued under the Plan or in connection with any such adjustment.
         
(e)  Notwithstanding  anything to the  contrary  contained  in this Section VII,
     upon:   (i) the   dissolution  or  liquidation  of  the  Company,   (ii)  a
     reorganization,  merger or  consolidation  of the Company  with one or more
     corporations  in which the  Company is not the  surviving  corporation,  or
     (iii) a sale of  substantially  all of the assets of the Company,  the Plan
     shall terminate,  and any outstanding  Options granted under the Plan shall
     terminate on the day before the consummation of the  transaction;  provided
     that  the  Committee  shall  have the  right,  but not the  obligation,  to
     accelerate  the time in which any Option  Awards may be exercised  prior to
     such a termination.  However,  the termination of Awards shall not occur if
     provision  is made in  writing in  connection  with the  transaction,  in a
     manner  acceptable to the Committee,  for: (A) the  continuance of the Plan
     and assumption of outstanding  Awards, (B) the substitution for such Awards
     of new options to purchase the stock of a successor  corporation (or parent
     or subsidiary thereof),  with appropriate adjustments as to number and kind
     of shares and option price, or (C) other treatment of the Awards acceptable
     to the  Committee.  The  Committee  shall have the  authority to amend this
     paragraph to provide for a requirement that a successor  corporation assume
     any outstanding Awards.

VIII.    Duration, Amendment and Termination.
  
(a)  The  Board  may at any  time  terminate  the Plan or make  such  amendments
     thereof  as it  shall  deem  advisable  and in the  best  interests  of the
     Company,  without  further  action on the part of the  shareholders  of the
     Company;  provided,  however,  that no such termination or amendment shall,
     without the consent of the Grantee,  adversely  affect or impair the rights
     of  such  Grantee,  and  provided  further,  that  no  amendment  requiring
     shareholder approval in order to meet the requirements of Rule 16b-3 or the
     rules and regulations of NASDAQ or any other applicable regulatory or legal
     authority shall be effective unless such shareholder approval is obtained.

(b)  The  period  during  which  Awards  may be  granted  under  the Plan  shall
     terminate  on  May 6,  2013,  unless  the  Plan  shall  have  been  earlier
     terminated as provided above.

IX.      Withholding.

     The  Company  shall  have the right to  deduct  from  payments  of any kind
otherwise  due to the  Grantee  any  federal,  state or local  taxes of any kind
required  by law to be withheld  with  respect to any Stock  issued  pursuant to
Awards under the Plan.

X.       Shareholder Approval.

     The Plan shall become  effective upon adoption by the Board and approval by
the Company's  shareholders;  provided,  however,  that prior to approval of the
Plan by the Company's  shareholders but after adoption by the Board, Options may
be granted under the Plan subject to obtaining such approval.

XI.      Separability.

     If  any  of  the  terms  or  provisions  of  the  Plan  conflict  with  the
requirements  of Rule 16b-3 of the Act or the rules and  regulations  of NASDAQ,
then such terms or provisions shall be deemed  inoperative to the extent they so
conflict with such requirements.

XII.     Governing Law.

     The Plan shall be governed by and construed in accordance with the internal
laws of the State of Missouri, without regard to the conflicts of law principles
thereof, or the conflicts of law principles of any other jurisdiction that could
cause the  application of the laws of any  jurisdiction  other than the State of
Missouri.