UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended June 30, 2005

                                       OR

( )  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

   For the transition period from ___________________ to ____________________


                         Commission file number 0-21318


                            O'REILLY AUTOMOTIVE, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Missouri                                              44-0618012
--------------------------------------------------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
   of incorporation or
      organization)

                               233 South Patterson
                           Springfield, Missouri 65802
--------------------------------------------------------------------------------
               (Address of principal executive offices, Zip code)

                                 (417) 862-6708
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

         Yes [X]           No [ ]

Indicate by a check mark  whether the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

         Yes [X]           No [ ]

Common stock,  $0.01 par value - 111,816,886  shares  outstanding as of June 30,
2005. As of that date,  the  aggregate  market value of the voting stock held by
non-affiliates of the Company was approximately  $3,335,497,709.38  based on the
last  sale  price of the  common  stock  reported  by the  Nasdaq  Stock  Market
(National Market).

This report contains a total of 23 pages of which this page is number 1.




                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                           Quarter Ended June 30, 2005

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
                                                                         
PART I - FINANCIAL INFORMATION                                              

 ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
  Condensed Consolidated Balance Sheets                                        3
  Condensed Consolidated Statements of Income                                  4
  Condensed Consolidated Statements of Cash Flows                              5
  Notes to Condensed Consolidated Financial Statements                         6

 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                                  9

 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK                                                         14

 ITEM 4 - CONTROLS AND PROCEDURES                                             14

PART II - OTHER INFORMATION

 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 15

 ITEM 6 - EXHIBITS                                                            16

SIGNATURE PAGE                                                                17

 

                                     Page 2



PART I   FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)


                                                  June 30,     December 31,
                                                    2005           2004       
                                                -----------    -----------
                                                 (Unaudited)      (Note)
                                                         
Assets
Current assets:
  Cash and cash equivalents                     $    36,452    $    69,028
  Accounts receivable, net                           75,481         60,928
  Amounts receivable from vendors, net               47,304         52,976
  Inventory                                         695,842        625,320
  Other current assets                               13,093          5,225
                                                -----------    -----------
    Total current assets                            868,172        813,477

Property and equipment, at cost                     895,448        791,794
Accumulated depreciation and amortization           248,527        224,301
                                                -----------    -----------
  Net property and equipment                        646,921        567,493

Notes receivable, less current portion               31,290         21,690
Other assets, net                                    61,726         29,697
                                                -----------    -----------
Total assets                                    $ 1,608,109    $ 1,432,357
                                                ===========    ===========
Liabilities and shareholders' equity
Current liabilities:
  Income taxes payable                          $    29,379    $     9,736
  Accounts payable                                  272,100        240,548
  Accrued payroll                                    16,884         15,130
  Accrued benefits and withholdings                  43,596         35,794
  Deferred income taxes                               5,209          7,198
  Other current liabilities                          51,946         24,817
  Current portion of long-term debt                  75,587            592
                                                -----------    -----------
    Total current liabilities                       494,701        333,815

Long-term debt, less current portion                 25,471        100,322
Deferred income taxes                                31,353         38,440
Other liabilities                                    12,998         11,963

Shareholders' equity:
  Common stock, $0.01 par value:
  Authorized shares-245,000,000
  Issued and outstanding shares-
   111,816,886 shares at June 30, 2005,
   and 55,377,130 at December 31, 2004                1,118            554
  Additional paid-in capital                        346,278        326,650
  Retained earnings                                 696,190        620,613
                                                -----------    -----------
Total shareholders' equity                        1,043,586        947,817
                                                -----------    -----------
Total liabilities and shareholders' equity      $ 1,608,109    $ 1,432,357
                                                ===========    ===========



NOTE:  The condensed  consolidated  balance sheet at December 31, 2004, has been
derived from the audited  consolidated  financial  statements at that date,  but
does not include all of the  information  and  footnotes  required by accounting
principles  generally  accepted  in the  United  States for  complete  financial
statements.

           See "Notes to Condensed Consolidated Financial Statements."

                                     Page 3



                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)



                                            Three Months Ended       Six Months Ended
                                                 June 30,                June 30,       
                                            2005        2004         2005         2004   
                                          ---------   ---------    ---------   ---------
                                                 (In thousands, except per share data)
                                                                   
Product sales                             $ 521,209   $ 435,167    $ 987,448   $ 838,461
Cost of goods sold, including 
  warehouse and distribution expenses       292,239     245,732      562,309     479,433
                                          ---------   ---------    ---------   ---------
Gross profit                                228,970     189,435      425,139     359,028
Operating, selling, general
  and administrative expenses               160,843     135,193      303,431     260,759
                                          ---------   ---------    ---------   ---------
Operating income                             68,127      54,242      121,708      98,269
Other income (expense), net                     195        (438)        (473)       (884)
                                          ---------   ---------    ---------   ---------
Income before income taxes 
  and cumulative effect of
  accounting change                          68,322      53,804      121,235      97,385
Provision for income taxes                   25,399      20,109       45,099      36,405
                                          ---------   ---------    ---------   ---------
Income before cumulative effect 
  of accounting change                       42,923      33,695       76,136      60,980
Cumulative effect of accounting 
  change, net of tax                              -           -            -      21,892
                                          ---------   ---------    ---------   ---------
Net income                                $  42,923   $  33,695    $  76,136   $  82,872
                                          =========   =========    =========   =========
Income per common share - basic:
  Income before cumulative effect 
    of accounting change                  $    0.39   $    0.31    $    0.68   $    0.56
  Cumulative effect of accounting 
    change, net of tax                            -           -            -        0.20
                                          ---------   ---------    ---------   ---------
  Net income per common share             $    0.39   $    0.31    $    0.68   $    0.76
                                          =========   =========    =========   =========
Income per common share 
    - assuming dilution:
  Income before cumulative effect 
    of accounting change                  $    0.38   $    0.30    $    0.67   $    0.55
  Cumulative effect of accounting 
    change, net of tax                            -           -            -        0.20
                                          ---------   ---------    ---------   ---------
  Net income per common share 
    - assuming dilution                   $    0.38   $    0.30    $    0.67   $    0.75
                                          =========   =========    =========   =========
Weighted-average common 
  shares outstanding - basic                111,448     109,868      111,174     109,627
                                          =========   =========    =========   =========
Adjusted weighted-average 
  common shares outstanding
  - assuming dilution                       113,138     111,441      112,827     111,101
                                          =========   =========    =========   =========



           See "Notes to Condensed Consolidated Financial Statements."

                                     Page 4


                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                                  Six Months Ended
                                                                     June 30,
                                                                 2005         2004    
                                                               ---------   ---------
                                                                  (In thousands)
                                                                     
Net cash provided by operating activities                      $ 125,389   $ 159,535

Investing activities:
  Purchases of property and equipment                           (102,494)    (81,747)
  Proceeds from sale of property and equipment                       665       1,079
  Payments received on notes receivable                            2,231       1,856
  Advance on notes receivable                                     (7,155)          -
  Acquisition, net of cash acquired                              (62,909)          -
  Net reduction (investments) in other assets                      1,388      (1,112)
                                                               ---------   ---------
Net cash used in investing activities                           (168,274)    (79,924)

Financing activities:
  Payments on long-term debt                                        (306)    (20,510)
  Proceeds from issuance of common stock                          10,615       7,922
                                                               ---------   ---------
Net cash provided by (used in) financing activities               10,309     (12,588)
                                                               ---------   ---------
Net (decrease) increase in cash and cash equivalents             (32,576)     67,023
Cash and cash equivalents at beginning of period                  69,028      21,094
                                                               ---------   ---------
Cash and cash equivalents at end of period                     $  36,452   $  88,117
                                                               =========   =========



           See "Notes to Condensed Consolidated Financial Statements."

                                     Page 5


                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  June 30, 2005


1.   Basis of Presentation

The  accompanying  unaudited  condensed  consolidated  financial  statements  of
O'Reilly Automotive, Inc. and Subsidiaries (the "Company") have been prepared in
accordance  with United States  generally  accepted  accounting  principles  for
interim  financial  information and the instructions to Form 10-Q and Article 10
of Regulation S-X.  Accordingly,  they do not include all of the information and
footnotes required by U.S. generally accepted accounting principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the six months ended June 30, 2005, are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2005. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 2004 ("2004 Form 10-K").

2.   Acquisition

On May 31, 2005, the Company purchased all of the outstanding stock of W.E. Lahr
Company and its subsidiary,  Midwest Auto Parts Distributors,  Inc. and combined
affiliates  ("Midwest")  for $63  million  cash,  including  acquisition  costs.
Midwest is a specialty retailer,  which supplies automotive aftermarket parts in
Minnesota,  Montana,  North  Dakota,  South Dakota,  Wisconsin and Wyoming.  The
acquisition  was  accounted  for using the purchase  method of  accounting,  and
accordingly,   the  results  of  operations  of  Midwest  are  included  in  the
consolidated  statements  of income from the date of  acquisition.  The purchase
price was allocated  preliminarily  to assets acquired and  liabilities  assumed
based on their estimated fair values on the date of  acquisition.  The pro forma
effect on earnings of the acquisition of Midwest is not material.

3.   Stock Split

On May 20, 2005, the Company's Board of Directors  declared a two-for-one  stock
split  to be  effected  in the  form of a 100%  stock  dividend  payable  to all
shareholders  of record as of May 31, 2005.  The stock dividend was paid on June
15, 2005.  Accordingly,  this stock split has been  recognized by  reclassifying
$559,000,  the par value of the additional shares resulting from the split, from
retained earnings to common stock.

All earnings per share  information  included in the  accompanying  consolidated
financial  statements has been restated to reflect the effect of the stock split
for all periods presented.

4.   Stock-based Compensation

The Company has elected to use the  intrinsic  value  method of  accounting  for
stock  options  issued  under our stock option  plans and  accordingly  does not
record an expense for such stock options.  For purposes of pro forma disclosures
under  the fair  value  method,  the  estimated  fair  value of the  options  is
amortized to expense over the options'  vesting period.  The Company's pro forma
information for the periods ended June 30, is as follows:



                                            For the three months    For the six months
                                                ended June 30,         ended June 30,
                                               2005       2004         2005     2004     
                                             -------------------    -------------------
                                                 (In thousands, except per share data)
                                                                   
  Net income as reported.................    $ 42,923   $ 33,695    $ 76,136   $ 82,872
  Stock-based compensation expense, 
    net of tax, as reported..............           -          -           -          -
  Stock-based compensation expense,
    net of tax, under fair value method..       1,606      3,200       3,420      6,094
                                             -------------------    -------------------
  Pro forma net income...................    $ 41,317   $ 30,495    $ 72,716   $ 76,778
                                             ===================    ===================
  Pro forma basic net income per share...    $   0.37   $   0.28    $   0.65   $   0.70
                                             ===================    ===================
  Pro forma net income per share-
    assuming dilution....................    $   0.37   $   0.27    $   0.64   $   0.69
                                             ===================    ===================


                                     Page 6


                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)
                                  June 30, 2005

5.   Synthetic Lease Facility

On June 26, 2003, we completed an amended and restated master agreement relating
to our properties leased from SunTrust Equity Funding, LLC ("the Facility"). The
terms of the amended and restated  Facility  provide for an initial lease period
of five years, a residual value guarantee of approximately $43.2 million at June
30, 2005, and purchase  options on the properties.  The Facility also contains a
provision for an event of default  whereby the lessor,  among other things,  may
require us to purchase  any or all of the  properties.  One  additional  renewal
period of five years may be  requested  from the lessor,  although the lessor is
not obligated to grant such renewal. The agreement with SunTrust Equity Funding,
LLC has been  recorded and disclosed as an operating  lease in  accordance  with
Financial  Accounting  Standards  Board (FASB)  Statement  No. 13 and  Financial
Interpretation  No.  46,  "Consolidation  of  Variable  Interest  Entities"  and
Financial Interpretation No. 46R.

6.   Income Per Common Share

The following  table sets forth the  computation of basic and diluted income per
common share for the periods ended June 30:



                                                   For the three months    For the six months
                                                       ended June 30,         ended June 30,
                                                    2005        2004         2005         2004     
                                                 ---------------------    ---------------------
                                                       (In thousands, except per share data)
                                                                          
Numerator (basic and diluted):
  Net income..................................   $  42,923   $  33,695    $  76,136   $  82,872
                                                 =====================    =====================
Denominator:
  Denominator for basic income per common
    share - weighted-average shares...........     111,448     109,868      111,174     109,627
  Effect of stock options.....................       1,690       1,573        1,653       1,474
                                                 ---------------------    ---------------------
  Denominator for diluted income per common
    share-adjusted weighted-average shares
    and assumed conversion....................     113,138     111,441      112,827     111,101
                                                 =====================    =====================
Basic net income per common share.............   $    0.39   $    0.31    $    0.68   $    0.76
                                                 =====================    =====================
Net income per common share-assuming
  dilution....................................   $    0.38   $    0.30    $    0.67   $    0.75
                                                 =====================    =====================


                                     Page 7


                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)
                                  June 30, 2005

7.   Recent Accounting Pronouncements

In November 2004, the FASB issued  Statement of Financial  Accounting  Standards
(SFAS) 151, Inventory Costs, an amendment of APB No. 43, Chapter 4. The standard
requires  that abnormal  amounts of idle  capacity and spoilage  costs should be
excluded from the cost of inventory and expensed when incurred.  The standard is
effective for fiscal periods beginning after June 15, 2005. We do not expect the
adoption of this standard to have a material  effect on our financial  position,
results of operations or cash flows.

In December 2004, the FASB issued SFAS 153,  Exchanges of Nonmonetary Assets, an
amendment  of APB No. 29,  Accounting  for  Nonmonetary  Transactions.  SFAS 153
requires  exchanges  of  productive  assets to be  accounted  for at fair value,
rather than at carryover  basis,  unless  (1) neither the asset received nor the
asset surrendered has a fair value that is determinable within reasonable limits
or (2) the  transactions  lack commercial  substance.  SFAS 153 is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. We do not expect the adoption of this  standard to have a material  effect
on our financial position, results of operations or cash flows.

In  December 2004,  the FASB issued SFAS  No. 123R,  Share-Based  Payment.  SFAS
No. 123R is a revision of SFAS No. 123, Accounting for Stock Based Compensation,
and  supersedes APB No. 25. Among other items,  SFAS 123R  eliminates the use of
APB No. 25 and the intrinsic value method of accounting,  and requires companies
to recognize  the cost of employee  services  received in exchange for awards of
equity  instruments,  based on the grant date fair value of those awards, in the
financial  statements.  The effective  date of SFAS 123R is the first  reporting
period beginning after January 1, 2006, which is first quarter 2006 for calendar
year companies, such as ourselves, although early adoption is allowed. SFAS 123R
permits   companies  to  adopt  its   requirements   using  either  a  "modified
prospective" method, or a "modified  retrospective"  method. Under the "modified
prospective" method, compensation cost is recognized in the financial statements
beginning with the effective  date,  based on the  requirements of SFAS 123R for
all share-based  payments granted after that date, and based on the requirements
of SFAS 123 for all unvested  awards granted prior to the effective date of SFAS
123R. Under the "modified  retrospective"  method, the requirements are the same
as under the "modified prospective" method, but also permits entities to restate
financial  statements of previous periods based on pro forma disclosures made in
accordance  with SFAS 123. We currently  utilize a standard option pricing model
(i.e.,  Black-Scholes)  to measure  the fair value of stock  options  granted to
employees. While SFAS 123R permits entities to continue to use such a model, the
standard also permits the use of a "lattice"  model.  We have not yet determined
which model we will use to measure the fair value of employee stock options upon
the  adoption  of SFAS  123R.  See Note 8 of the  Company's  2004  Form 10-K for
further  information.  SFAS 123R also requires that the benefits associated with
the tax  deductions in excess of recognized  compensation  cost be reported as a
financing  cash flow,  rather than as an operating  cash flow as required  under
current  literature.  This  requirement will reduce net operating cash flows and
increase net financing  cash flows in periods after the  effective  date.  These
future amounts cannot be estimated,  because they depend on, among other things,
when employees  exercise stock  options.  However,  the amount of operating cash
flows  recognized in prior periods for such excess tax  deductions,  as shown in
our  Consolidated   Statement  of  Cash  Flows  of  the  2004  Form  10-K,  were
$4.5 million,  $5.5 million,  and $1.5 million, for the years ended December 31,
2004,  2003,  and 2002,  respectively.  We  currently  expect to adopt SFAS 123R
effective  January 1, 2006;  however,  we have not yet  determined  which of the
aforementioned  adoption  methods  we  will  use and are  still  evaluating  the
standard.  See Note 8 of the Company's 2004 Form 10-K for further information on
our stock-based compensation plans.

                                     Page 8



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless  otherwise  indicated,  "we," "us," "our" and similar  terms,  as well as
references to the "Company" or "O'Reilly" refer to O'Reilly Automotive, Inc. and
its subsidiaries.

Critical Accounting Policies and Estimates

The  fundamental   objective  of  financial   reporting  is  to  provide  useful
information  that allows a reader to comprehend  the business  activities of our
Company. To aid in that  understanding,  management has identified our "critical
accounting  policies."  These  policies  have  the  potential  to  have  a  more
significant  impact  on  our  financial   statements,   either  because  of  the
significance  of the financial  statement item to which they relate,  or because
they  require  judgment  and  estimation  due to  the  uncertainty  involved  in
measuring, at a specific point in time, events which are continuous in nature.

o    Cost of goods sold - Cost of goods sold includes warehouse and distribution
     expenses and estimates of amounts due from vendors for certain  merchandise
     allowances  and rebates.  These  estimates are consistent  with  historical
     experience.

o    Operating,  selling,  general and  administrative  expense  (OSG&A) - OSG&A
     expense  includes  estimates for medical,  workers'  compensation and other
     general  liability  insurance  obligations,  which are  partially  based on
     estimates of certain claim costs and historical experience.

o    Accounts receivable - Allowance for doubtful accounts is estimated based on
     historical  loss  ratios  and  consistently  has been  within  management's
     expectations.

o    Revenue -  Over-the-counter  retail  sales are  recorded  when the customer
     takes  possession of merchandise.  Sales to professional  installers,  also
     referred  to  as  "commercial   sales",   are  recorded  upon  delivery  of
     merchandise to the customer, generally at the customer's place of business.
     Wholesale sales to other retailers,  also referred to as "jobber sales" are
     recorded  upon  shipment  of  merchandise.  All sales are  recorded  net of
     estimated allowances and discounts.

o    Vendor  concessions  - The Company  receives  concessions  from its vendors
     through a variety of  programs  and  arrangements,  including  co-operative
     advertising,   allowances  for  warranties  and  volume  purchase  rebates.
     Co-operative advertising allowances that are incremental to our advertising
     program,  specific to a product or event and  identifiable  for  accounting
     purposes are reported as a reduction of  advertising  expense in the period
     in which  the  advertising  occurred.  All  other  vendor  concessions  are
     recognized  as a  reduction  of  cost  of  sales  when  recognized  in  the
     consolidated statement of income.

o    Stock-based  compensation  - We have  elected  to use the  intrinsic  value
     method of accounting  for stock options issued under our stock option plans
     and  accordingly  do not record an  expense  for such  stock  options.  For
     purposes  of pro  forma  disclosures  under  the  fair  value  method,  the
     estimated  fair value of the  options  is  amortized  to  expense  over the
     options'  vesting period.  Our pro forma  information for the periods ended
     June 30, is as follows:



                                            For the three months    For the six months
                                                ended June 30,         ended June 30,
                                               2005       2004         2005     2004     
                                             -------------------    -------------------
                                                 (In thousands, except per share data)
                                                                   
  Net income as reported.................    $ 42,923   $ 33,695    $ 76,136   $ 82,872
  Stock-based compensation expense, 
    net of tax, as reported..............           -          -           -          -
  Stock-based compensation expense,
    net of tax, under fair value method..       1,606      3,200       3,420      6,094
                                             -------------------    -------------------
  Pro forma net income...................    $ 41,317   $ 30,495    $ 72,716   $ 76,778
                                             ===================    ===================
  Pro forma basic net income per share...    $   0.37   $   0.28    $   0.65   $   0.70
                                             ===================    ===================
  Pro forma net income per share-
    assuming dilution....................    $   0.37   $   0.27    $   0.64   $   0.69
                                             ===================    ===================


                                     Page 9




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.)

Recent Developments

On May 31, 2005, the Company purchased all of the outstanding stock of W.E. Lahr
Company and its subsidiary,  Midwest Auto Parts Distributors,  Inc. and combined
affiliates ("Midwest") for $63 cash million including acquisition costs. Midwest
is  a  specialty  retailer,  which  supplies  automotive  aftermarket  parts  in
Minnesota,  Montana,  North  Dakota,  South Dakota,  Wisconsin and Wyoming.  The
acquisition  was  accounted  for using the purchase  method of  accounting,  and
accordingly,   the  results  of  operations  of  Midwest  are  included  in  the
consolidated  statements  of income from the date of  acquisition.  The purchase
price was allocated  preliminarily  to assets acquired and  liabilities  assumed
based on their estimated fair values on the date of  acquisition.  The pro forma
effect on earnings of the acquisition of Midwest is not material.

On May 20, 2005, the Company's Board of Directors  declared a two-for-one  stock
split  to be  effected  in the  form of a 100%  stock  dividend  payable  to all
shareholders  of record as of May 31, 2005.  The stock dividend was paid on June
15, 2005.  Accordingly,  this stock split has been  recognized by  reclassifying
$559,000,  the par value of the additional shares resulting from the split, from
retained earnings to common stock.

All earnings per share  information  included in the  accompanying  consolidated
financial  statements has been restated to reflect the effect of the stock split
for all periods presented.

Results of Operations

Product sales for the second quarter of 2005 were $521.2 million, an increase of
$86.0  million  or 19.8%  over  product  sales for the  second  quarter of 2004.
Product sales for the first six months of 2005 were $987.4 million,  an increase
of $149.0  million or 17.8% over product sales for the first six months of 2004.
These  increases  are  primarily due to the opening of 41 net, new stores during
the second quarter of 2005,  excluding the effect of the  acquisition of Midwest
and 78 net, new stores during the first six months of 2005, excluding the effect
of the  acquisition  of  Midwest,  in  addition  to a 9.6% and 8.4%  increase in
comparable  store product  sales for the second  quarter and first six months of
2005, respectively. At June 30, 2005, we operated 1,399 stores compared to 1,170
stores at June 30, 2004.

Gross profit  increased 20.9% from $189.4 million (or 43.6% of product sales) in
the second  quarter of 2004 to $229.0 million (or 43.9% of product sales) in the
second quarter of 2005.  Gross profit for the first six months  increased  18.4%
from $359.0  million (or 42.8% of product  sales) in 2004 to $425.1  million (or
43.1% of product  sales) in 2005. As with product  sales,  the increase in gross
profit  dollars is  primarily  a result of the  increase in the number of stores
open during the second quarter and first six months of 2005 compared to the same
periods in 2004, and increased sales levels at existing stores.  The increase in
gross  profit  as a  percentage  of  product  sales  is  primarily  due to lower
acquisition  costs of  inventory,  favorable  changes in  product  sales mix and
improved efficiencies in our distribution centers.
 
Operating,  selling,  general and  administrative  expenses  ("OSG&A  expenses")
increased  $25.6 million from $135.2  million (or 31.1% of product sales) in the
second  quarter of 2004 to $160.8  million  (or 30.9% of  product  sales) in the
second  quarter of 2005.  OSG&A  expenses  increased  $42.6  million from $260.8
million  (or 31.1% of  product  sales) in the first six months of 2004 to $303.4
million (or 30.7% of product  sales) in the first six months of 2005. The dollar
increase  in OSG&A  expenses  resulted  from the  addition  of team  members and
resources  in order to  support  the  increased  level  of our  operations.  The
decrease  in OSG&A  as a  percentage  of  product  sales  was  primarily  due to
economies of scale achieved and the result of  management's  efforts to increase
labor productivity.

Other income increased by $633,000 in the second quarter of 2005 compared to the
second quarter of 2004 and other expense decreased by $411,000 for the first six
months of 2005  compared  to the first six months of 2004.  These  changes  were
primarily  due to  increases  in  interest  income as a result  of  higher  cash
balances.
 
Our estimated provision for income taxes increased $5.3 million and $8.7 million
for the second quarter and first six months of 2005,  respectively,  compared to
comparable  periods in 2004, as a result of our increased  taxable  income.  Our
effective  tax rate was  37.2% of income  before  income  taxes  for the  second
quarter of 2005 and the first six months of 2005.

Principally,  as a result of the foregoing,  income before  cumulative effect of
accounting change increased from $33.7 million (or 7.7% of product sales) in the
second quarter of 2004 to $42.9 million (or 8.2% of product sales) in the second
quarter of 2005.  Income before cumulative effect of accounting change increased
from $61.0 million (or 7.3% of product sales) in the first six months of 2004 to
$76.1 million (or 7.7% of product sales) in the first six months of 2005.

                                    Page 10



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.)

Liquidity and Capital Resources

Net cash provided by operating  activities decreased from $159.5 million for the
first six  months in 2004 to $125.4  million  for the first six  months of 2005.
During 2004, we negotiated  extended  payment terms with many  suppliers,  which
resulted in a large  increase in accounts  payable.  The  decrease for 2005 from
2004 was primarily due to a smaller increase in accounts payable.

Net cash used in investing  activities  increased  from $79.9 million during the
first six months in 2004 to $168.3  million for the  comparable  period in 2005,
primarily due to the acquisition of Midwest and increased  purchases of property
and equipment resulting from new store growth.

Net cash used in financing  activities was $12.6 million in the first six months
of 2004, compared to $10.3 million provided by the first six months of 2005. The
increase in net cash  provided is  primarily  due to a  reduction  in  principal
payments on long-term debt and increased proceeds from issuance of common stock.

We had available an unsecured,  three-year  syndicated revolving credit facility
in the amount of $150 million (the "Credit  Facility").  The Credit Facility was
guaranteed by all of our  subsidiaries  and could have been increased to a total
of $200 million,  subject to availability of such additional  credit from either
existing  banks within the syndicate or other banks.  At June 30, 2005,  none of
the Credit  Facility was  outstanding.  Letters of credit totaling $24.0 million
were outstanding at June 30, 2005.  Accordingly,  we had aggregate  availability
for  additional  borrowings  of $126.0  million under the Credit  Facility.  The
Credit Facility,  which bore interest at LIBOR plus a spread ranging from 0.875%
to 1.375% (3.34% at June 30, 2005),  was to expire on July 31, 2005. On July 29,
2005 we renewed our Credit  Facility.  The new Credit  Facility is an unsecured,
five year  facility  in the  amount of $100  million.  The Credit  Facility  may
increase to $200 million, subject to availability of such additional credit from
either  existing or new banks.  The new Credit  Facility bears interest at LIBOR
plus a spread ranging from 0.50% to 1.00% and expires in July 2010.

In May  2006,  $75  million  of our  private  placement  notes  become  due.  We
anticipate  repaying  these notes with cash expected to be provided by operating
activities or a combination of such cash and available  borrowing capacity under
our revolving credit facility.

Our continuing store expansion program requires significant capital expenditures
and working  capital,  used  principally for inventory  requirements.  The costs
associated  with  the  opening  of a new  store  (including  the  cost  of  land
acquisition,  improvements,  fixtures,  inventory  and computer  equipment)  are
estimated to average approximately $900,000 to $1.1 million; however, such costs
may be  significantly  reduced where we lease,  rather than purchase,  the store
site.  Although the cost to acquire the business of an independently owned parts
store varies,  depending  primarily upon the amount of inventory and the amount,
if any, of real estate  being  acquired,  we estimate  that the average  cost to
acquire  such a business  and  convert it to one of our stores is  approximately
$400,000,  exclusive of the cost of inventory.  We plan to finance our expansion
program  through cash  expected to be provided  from  operating  activities  and
available borrowings under our existing credit facilities.

During the first six months of 2005,  78 net, new stores were opened,  excluding
the  effect  of the  acquisition  of  Midwest.  The  Company  plans  to  open 72
additional  stores  during the  remainder of 2005.  The funds  required for such
planned  expansions are expected to be provided by operating  activities and the
existing and available bank credit facilities.

We believe that our existing cash, short-term  investments,  cash expected to be
provided by operating  activities,  available  bank credit  facilities and trade
credit will be sufficient to fund both our short-term and long-term  capital and
liquidity needs for the foreseeable future.

Off Balance Sheet Arrangements

We have utilized various  financial  instruments from time to time as sources of
cash when such instruments provided a cost effective alternative to our existing
sources  of cash.  We do not  believe,  however,  that we are  dependent  on the
availability of these  instruments to fund our working  capital  requirements or
our growth plans.

                                    Page 11




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONT.)

Off Balance Sheet Arrangements (continued)

On December 29, 2000, we completed a sale-leaseback transaction. Under the terms
of the  transaction,  we sold  90  properties,  including  land,  buildings  and
improvements, which generated $52.3 million of additional cash. The lease, which
is being accounted for as an operating lease, provides for an initial lease term
of 21  years  and  may be  extended  for one  initial  ten-year  period  and two
additional  successive  periods of five years each.  The resulting  gain of $4.5
million has been  deferred and is being  amortized  over the initial lease term.
Net rent  expense  during the initial  term will be  approximately  $5.5 million
annually.

In August 2001, we completed a sale-leaseback with  O'Reilly-Wooten 2000 LLC (an
entity owned by certain  shareholders of the Company).  The transaction involved
the sale and  leaseback  of nine  O'Reilly  Auto Parts  stores and  resulted  in
approximately  $5.6 million of additional  cash to the Company.  The transaction
did not result in a material gain or loss.  The lease,  which has been accounted
for as an  operating  lease,  calls for an  initial  term of 15 years with three
five-year renewal options.

On June 26, 2003, we completed an amended and restated  master  agreement to our
$50 million  Synthetic  Operating  Lease  Facility,  relating to our  properties
leased from SunTrust Equity Funding,  LLC (the "Synthetic Lease"),  with a group
of  financial  institutions.  The terms of the  Synthetic  Lease  provide for an
initial lease period of five years, a residual value guarantee of  approximately
$43.2  million at June 30, 2005,  and purchase  options on the  properties.  The
Synthetic  Lease also contains a provision  for an event of default  whereby the
lessor,  among  other  things,  may  require  us to  purchase  any or all of the
properties.  One  additional  renewal period of five years may be requested from
the lessor,  although  the lessor is not  obligated to grant such  renewal.  The
Synthetic  Lease  has  been  accounted  for  as an  operating  lease  under  the
provisions  of FASB  SFAS No. 13 and  related  interpretations,  including  FASB
Interpretation No. 46.

We issue stand-by letters of credit provided by a $30 million sublimit under the
Credit  Facility that reduce our available  borrowings.  These letters of credit
are  issued  primarily  to satisfy  the  requirements  of workers  compensation,
general  liability  and  other  insurance  policies.  Substantially  all  of the
outstanding letters of credit have a one-year term from the date of issuance and
have been issued to replace surety bonds that were previously issued. Letters of
credit  totaling  $24.0 million and $15.8 million were  outstanding  at June 30,
2005 and 2004, respectively.

New Accounting Standards

In November 2004, the FASB issued SFAS 151, Inventory Costs, an amendment of APB
No. 43,  Chapter 4. The standard requires that abnormal amounts of idle capacity
and spoilage  costs should be excluded  from the cost of inventory  and expensed
when  incurred.  The standard is effective for fiscal  periods  beginning  after
June 15, 2005. We do not expect the adoption of this standard to have a material
effect on our financial position, results of operations or cash flows.

In December 2004, the FASB issued SFAS 153,  Exchanges of Nonmonetary Assets, an
amendment  of APB No. 29,  Accounting  for  Nonmonetary  Transactions.  SFAS 153
requires  exchanges  of  productive  assets to be  accounted  for at fair value,
rather than at carryover  basis,  unless  (1) neither the asset received nor the
asset surrendered has a fair value that is determinable within reasonable limits
or (2) the  transactions  lack commercial  substance.  SFAS 153 is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. We do not expect the adoption of this  standard to have a material  effect
on our financial position, results of operations or cash flows.

                                    Page 12




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONT.)

New Accounting Standards (continued)

In  December 2004,  the FASB issued SFAS  No. 123R,  Share-Based  Payment.  SFAS
No. 123R is a revision of SFAS No. 123, Accounting for Stock Based Compensation,
and  supersedes APB No. 25. Among other items,  SFAS 123R  eliminates the use of
APB No. 25 and the intrinsic value method of accounting,  and requires companies
to recognize  the cost of employee  services  received in exchange for awards of
equity  instruments,  based on the grant date fair value of those awards, in the
financial  statements.  The effective  date of SFAS 123R is the first  reporting
period beginning after January 1, 2006, which is first quarter 2006 for calendar
year companies, such as ourselves, although early adoption is allowed. SFAS 123R
permits   companies  to  adopt  its   requirements   using  either  a  "modified
prospective" method, or a "modified  retrospective"  method. Under the "modified
prospective" method, compensation cost is recognized in the financial statements
beginning with the effective  date,  based on the  requirements of SFAS 123R for
all share-based  payments granted after that date, and based on the requirements
of SFAS 123 for all unvested  awards granted prior to the effective date of SFAS
123R. Under the "modified  retrospective"  method, the requirements are the same
as under the "modified prospective" method, but also permits entities to restate
financial  statements of previous periods based on pro forma disclosures made in
accordance  with SFAS 123. We currently  utilize a standard option pricing model
(i.e.,  Black-Scholes)  to measure  the fair value of stock  options  granted to
employees. While SFAS 123R permits entities to continue to use such a model, the
standard also permits the use of a "lattice"  model.  We have not yet determined
which model we will use to measure the fair value of employee stock options upon
the adoption of SFAS 123R.  See Note 8 of the  Company's  Annual  Report on Form
10-K for the year ended  December  31,  2004  ("2004  Form  10-K")  for  further
information.  SFAS 123R also requires that the benefits  associated with the tax
deductions in excess of recognized  compensation cost be reported as a financing
cash flow,  rather  than as an  operating  cash flow as required  under  current
literature.  This  requirement will reduce net operating cash flows and increase
net  financing  cash flows in periods  after the  effective  date.  These future
amounts  cannot be estimated,  because they depend on, among other things,  when
employees  exercise stock options.  However,  the amount of operating cash flows
recognized  in prior  periods  for such excess tax  deductions,  as shown in our
Consolidated  Statement of Cash Flows of the 2004 Form 10-K, were  $4.5 million,
$5.5 million, and $1.5 million, for the years ended December 31, 2004, 2003, and
2002, respectively.  We currently expect to adopt SFAS 123R effective January 1,
2006; however,  we have not yet determined which of the aforementioned  adoption
methods we will use and are still  evaluating  the  standard.  See Note 8 of the
Company's 2004 Form 10-K for further information on our stock-based compensation
plans.

Inflation and Seasonality

We have been  successful,  in many cases, in reducing the effects of merchandise
cost increases  principally by taking  advantage of vendor  incentive  programs,
economies of scale  resulting from  increased  volume of purchases and selective
forward  buying.  As a  result,  we do not  believe  our  operations  have  been
materially affected by inflation.

Our  business is seasonal to some extent  primarily as a result of the impact of
weather  conditions  on store sales.  Store sales and profits have  historically
been higher in the second and third quarters  (April through  September) of each
year than in the first and fourth quarters.

Internet Address and Access to SEC Filings

Our Internet address is  www.oreillyauto.com.  Interested readers can access the
Company's annual reports on Form 10-K,  quarterly reports on Form 10-Q,  current
reports on Form 8-K,  and any  amendments  to those  reports  filed or furnished
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended,  through the Securities and Exchange Commission  website,  www.sec.gov.
Such reports are  generally  available on the day they are filed.  Additionally,
the Company will furnish  interested  readers upon request and free of charge, a
paper copy of such reports. Written requests for paper copies may be sent to our
Corporate  Secretary  at  O'Reilly   Automotive,   Inc.,  233  South  Patterson,
Springfield, Missouri 65802.

                                    Page 13


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONT.)

Forward-Looking Statements

We claim the protection of the safe-harbor for forward-looking statements within
the meaning of the Private  Securities  Litigation  Reform Act of 1995.  You can
identify these statements by forward-looking  words such as "expect," "believe,"
"anticipate," "good," "plan," "intend," "estimate," "project," "will" or similar
words.  In  addition,  statements  contained  within  this  filing  that are not
historical facts are forward-looking  statements,  such as statements discussing
among other things,  expected growth,  store development and expansion strategy,
business   strategies,   future   revenues   and   future   performance.   These
forward-looking  statements  are based on  estimates,  projections,  beliefs and
assumptions and are not guarantees of future events and results. Such statements
are subject to risks, uncertainties and assumptions,  including, but not limited
to,  competition,  product  demand,  the market for auto  parts,  the economy in
general, inflation, consumer debt levels, governmental approvals, our ability to
hire and retain  qualified  employees,  risks associated with the integration of
acquired businesses,  weather,  terrorist activities, war and the threat of war.
Actual  results may  materially  differ from  anticipated  results  described or
implied in these  forward-looking  statements.  Please  refer to Exhibit 99.1 of
this Form  10-Q,  for  additional  factors  that  could  materially  affect  our
financial performance.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are  subject  to  interest  rate risk to the  extent we  borrow  against  our
revolving  credit facility with variable  interest rates.  Since no amounts were
outstanding  under the revolving  credit  facility at June 30, 2005,  changes in
interest  rates would not have any effect.  In the event of an adverse change in
interest rates and assuming the Company had amounts outstanding under the credit
facility,  management would likely take actions that would mitigate our exposure
to interest  rate risk  particularly  if our  borrowing  levels  increase to any
significant extent; however, due to the uncertainty of the actions that would be
taken and their possible effects, this analysis assumes no such action. Further,
this  analysis  does not  consider  the  effects  of the  change in the level of
overall economic activity that could exist in such an environment.

ITEM 4.  CONTROLS AND PROCEDURES 
 
Management,  under  the  supervision  and with the  participation  of our  Chief
Executive  Officer and Chief Financial  Officer,  has reviewed and evaluated the
effectiveness  of our  disclosure  controls and  procedures  as required by Rule
13a-15(b)  of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"),  as of June 30,  2005.  Based on such  review and  evaluation,  our Chief
Executive Officer and Chief Financial Officer have concluded that the disclosure
controls and  procedures  were effective as of June 30, 2005, to ensure that the
information  required to be disclosed by the Company in the reports that we file
or submit  under the Exchange Act (a) is  recorded,  processed,  summarized  and
reported  within  the time  period  specified  in the  Securities  and  Exchange
Commission's  rules and forms and (b) is  accumulated  and  communicated  to the
Company's management,  including our principal executive and principal financial
officers,   as  appropriate  to  allow  timely  decisions   regarding   required
disclosure.  There  were  no  material  changes  in our  internal  control  over
financial reporting during the quarter ended June 30, 2005, that have materially
affected, or are reasonably likely to materially affect,  internal controls over
financial reporting.

                                    Page 14



PART II - OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  Our Annual  Meeting  of the  Shareholders  was held on May 3, 2005.  Of the
     55,421,404 shares entitled to vote at such meeting,  52,337,992 shares were
     present at the meeting in person or by proxy.

(b)  The individuals listed below were elected as a Class III Director, and with
     respect to each such Director,  the number of shares voted for and withheld
     were as follows:


                                            Number of Shares                 
         Name of Nominee                 Voted For       Withheld        
      --------------------------         ----------     ----------
      David E. O'Reilly                  44,505,956      7,832,036
      Jay D. Burchfield                  50,400,959      1,937,033
      Paul R. Lederer                    51,757,381        580,611


The individuals  listed below are Directors whose term of office continued after
the meeting:

Charles H. O'Reilly Jr.
Ronald Rashkow
John Murphy
Rosalie Wooten
Larry O'Reilly
Joe Greene

(c)  In addition to the  election of three Class III  Directors,  the  following
     matters were voted upon:

     (i)  Ernst & Young LLP was ratified as  independent  auditor for the fiscal
          year ending December 31, 2005. The number of shares voted for, against
          and abstained were as follows:

                                 Number of Shares                 
                   Voted For      Voted Against      Abstained 
                 -------------    -------------    -------------
                  47,575,436         847,195          33,807

     (ii) The proposal to amend and restate the 2003 Employee  Stock Option Plan
          to the 2003  Incentive  Plan was approved.  The number of shares voted
          for, against and abstained were as follows:

                               Number of Shares                
                   Voted For      Voted Against      Abstained    
                 -------------    -------------    -------------
                  39,418,962        2,485,120         319,098

     (iii)The proposal to amend and restate the 2003 Director  Stock Option Plan
          to the 2003  Director  Stock Plan was  approved.  The number of shares
          voted for, against and abstained were as follows:

                                Number of Shares                
                   Voted For      Voted Against      Abstained 
                 -------------    -------------    -------------
                  33,810,414        4,775,497        3,637,269

     (iv) The   proposal  to  amend  our  Amended  and   Restated   Articles  of
          Incorporation  to change  our  authorized  shares to  250,000,000  was
          approved.  The number of shares voted for,  against and abstained were
          as follows:

                               Number of Shares                
                   Voted For      Voted Against      Abstained 
                 -------------    -------------    -------------
                   34,351,486       17,893,211         93,295

                                    Page 15



ITEM  6.  EXHIBITS 

(a)  Exhibits:



Exhibit  Description                                                      Page Number
-------  --------------------------------------------------------------   -----------
                                                                             
31.1     Certificate of the Chief Executive Officer pursuant to Section            18
         302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2     Certificate of the Chief Financial Officer pursuant to Section            19
         302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1*    Certificate of the Chief Executive Officer pursuant to Section            20
         906 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.2*    Certificate of the Chief Financial Officer pursuant to Section            21
         906 of the Sarbanes-Oxley Act of 2002, filed herewith.

99.1     Certain risk factors, filed herewith.                                     22

 
*    This certificate is being furnished solely to accompany the report pursuant
     to 18 U.S.C.  1350 and is not being filed for purposes of Section 18 of the
     Securities Exchange Act of 1934, as amended,  and is not to be incorporated
     by reference  into any filing of the Company,  whether made before or after
     the date hereof,  regardless of any general  incorporation  language in our
     filing.



                                    Page 16


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                  O'REILLY AUTOMOTIVE, INC.

August 8, 2005    /s/  Greg Henslee
--------------    --------------------------------------------------------------
Date              Greg Henslee, Chief Executive Officer (Principal Executive
                   Officer) and Co-President


August 8, 2005   /s/  James R. Batten
--------------   ---------------------------------------------------------------
Date             James R. Batten, Executive Vice-President of Finance and Chief
                  Financial Officer (Principal Financial and Accounting Officer)


                                    Page 17



                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                        Exhibit 31.1 - CEO Certification

                                 CERTIFICATIONS

I, Greg Henslee, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of O'Reilly  Automotive,
     Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the  registrant  as of, and for, the periods  presented  in this  quarterly
     report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     (c)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (d)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting;

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.



Date:August 8, 2005   /s/ Greg Henslee
-------------------   ----------------------------------------------------------
                      Greg Henslee, Co-President and Chief Executive Officer
                          (Principal Executive Officer)

                                    Page 18



                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                        Exhibit 31.2 - CFO Certification

                                 CERTIFICATIONS

I, James R. Batten, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of O'Reilly  Automotive,
     Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the  registrant  as of, and for, the periods  presented  in this  quarterly
     report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     (c)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (d)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting;

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date:August 8, 2005   /s/ James R. Batten 
-------------------   ----------------------------------------------------------
                      James R. Batten, Executive Vice President of Finance
                        and Chief Financial Officer (Principal Financial and
                        Accounting Officer)

                                    Page 19




                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                        Exhibit 32.1 - CEO Certification

                            O'REILLY AUTOMOTIVE, INC.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with the  Quarterly  Report of O'Reilly  Automotive,  Inc.  (the
"Company")  on Form 10-Q for the period ended June 30,  2005,  as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  I, Greg
Henslee, Chief Executive Officer of the Company,  certify, pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.




/s/ Greg Henslee                            
---------------------------------------------
Greg Henslee
Chief Executive Officer
Principle Executive Officer

August 8, 2005


This  certification  is made solely for purposes of 18 U.S.C.  Section 1350, and
not for any other purpose.

                                    Page 20


                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                        Exhibit 32.2 - CFO Certification

                            O'REILLY AUTOMOTIVE, INC.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with the  Quarterly  Report of O'Reilly  Automotive,  Inc.  (the
"Company")  on Form 10-Q for the period ended June 30,  2004,  as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, James
R.  Batten,  Chief  Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.




/s/ James R. Batten                                  
---------------------------------------------
James R. Batten
Chief Financial Officer

August 8, 2005



This  certification  is made solely for purposes of 18 U.S.C.  Section 1350, and
not for any other purpose.

                                    Page 21


                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                       Exhibit 99.1 - Certain Risk Factors

Some of the information in this Form 10-Q contains,  and future  reports,  press
releases and other public  information may contain,  forward-looking  statements
that  involve  substantial  risks  and  uncertainties.  You can  identify  these
statements  by   forward-looking   words  such  as  "may,"   "will,"   "expect,"
"anticipate,"  "believe,"  "estimate,"  and "continue" or similar  words.  These
"forward-looking   statements"  are  made  in  reliance  upon  the  safe  harbor
provisions of the Private Securities  Litigation Reform Act of 1995 (See Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934.) You should read statements that contain these words carefully  because
they: (1) discuss our future expectations; (2) contain projections of our future
results  of  operations  or of  our  financial  condition;  or (3)  state  other
"forward-looking"  information.  We believe it is important to  communicate  our
expectations to our investors.  However,  there may be events in the future that
we are not able to accurately predict or over which we have no control.
 
The risk factors listed in this exhibit,  as well as any cautionary  language in
this Form 10-Q, are subject to risks, uncertainties and assumptions,  including,
but not limited to, competition,  product demand, the market for auto parts, the
economy in general, inflation, consumer debt levels, governmental approvals, our
ability  to hire and  retain  qualified  employees,  risks  associated  with the
integration of acquired business,  weather,  terrorist  activities,  war and the
threat of war.  Actual results may materially  differ from  anticipated  results
described  in these  forward-looking  statements.  You  should be aware that the
occurrence  of the events  described in these risk factors and  elsewhere in our
annual report on Form 10-K for the year ended  December 31, 2004 (the "2004 Form
10-K") could have a material adverse effect on our business,  operating  results
and financial condition.

Competition

We  compete  with a large  number of retail  (DIY) and  wholesale  (professional
installers)  automotive  aftermarket  product  suppliers.  The  distribution  of
automotive  aftermarket products is a highly competitive industry,  particularly
in the more densely  populated market areas that we serve.  Competitors  include
national and regional automotive parts chains,  independently owned parts stores
(some  of  which  are  associated  with  national  auto  parts  distributors  or
associations), automobile dealerships, mass or general merchandise, discount and
convenience  chains  that  carry  automotive  products,   independent  warehouse
distributors   and  parts  stores  and  national   warehouse   distributors  and
associations.  Some of our  competitors  are larger than we are and have greater
financial  resources.  In addition,  some of our competitors are smaller than we
are overall but have a greater presence than we do in a particular market. For a
list of our principal  competitors,  see the "Competition"  section of Item 1 to
our 2004 Form 10-K.

No Assurance of Future Growth

We believe that our ability to open  additional  stores at an  accelerated  rate
will be a significant  factor in achieving our growth objectives for the future.
Failure to achieve our growth objectives may negatively impact the trading price
of our  common  stock.  Our  ability to  accomplish  our  growth  objectives  is
dependent,  in part, on matters beyond our control,  such as weather conditions,
zoning and other issues related to new store site development,  the availability
of qualified  management personnel and general business and economic conditions.
We cannot be sure that our growth  plans for 2005 and beyond  will be  achieved.
For a  discussion  of our growth  strategies,  see the  "Growth  and  Expansion
Strategies" section of Item 1 to our 2004 Form 10-K.

Acquisitions May Not Lead to Expected Growth

We expect to continue to make acquisitions as an element of our growth strategy.
Acquisitions  involve certain risks that could cause our actual growth to differ
from  our  expectations.  For  example:  (1) we may not be able to  continue  to
identify suitable  acquisition  candidates or to acquire additional companies at
favorable prices or on other favorable terms; (2) our management's attention may
be  distracted;  (3) we may fail to retain key  acquired  personnel;  (4) we may
assume unanticipated legal liabilities and other problems; and (5) we may not be
able to successfully integrate the operations (accounting and billing functions,
for example) of businesses we acquire to realize economic, operational and other
benefits.

                                    Page 22



                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                 Exhibit 99.1 - Certain Risk Factors (continued)

Sensitivity to Regional Economic and Weather Conditions

All of our stores are located in the  Central and  Southern  United  States.  In
particular, approximately 28% of our stores are located in Texas. Therefore, our
business is sensitive to the  economic  and weather  conditions  of this region.
Unusually severe or inclement weather tends to reduce sales, particularly to DIY
customers.

Dependence Upon Key and Other Personnel

Our success has been largely  dependent on the efforts of certain key personnel,
including  David E. O'Reilly,  Ted F. Wise, Greg L. Henslee and James R. Batten.
Our business and results of operations could be materially adversely affected by
the loss of the services of one or more of these individuals.  Additionally, our
successful  implementation and management of our growth and expansion strategies
will  depend  on our  ability  to  continue  to  attract  and  retain  qualified
personnel.  We cannot be sure that we will be able to continue  to attract  such
personnel.  For a further  discussion of our management  and personnel,  see the
"Business"  section  of Item 1 and Item 4a of our 2004  Form  10-K and our Proxy
Statement on Schedule 14A for the 2005 Annual Meeting of Shareholders.

Concentration of Ownership by Management

Our executive  officers and directors as a group  beneficially own a substantial
percentage of the  outstanding  shares of our common stock.  These  officers and
directors have the ability to exercise  effective voting control of the company,
including the election of all of our directors, and to effectively determine the
vote on any matter  being voted on by our  shareholders,  including  any merger,
sale of assets or other change in control of the company.
 
Possible Volatility of Our Stock Price

The stock  market and the price of our common  stock may be subject to  volatile
fluctuations based on general economic and market  conditions.  The market price
for our common  stock may also be  affected  by our  ability  to meet  analysts'
expectations.  Failure to meet such expectations,  even slightly,  could have an
adverse  effect on the market  price of our common  stock.  In  addition,  stock
market  volatility  has  had a  significant  effect  on  the  market  prices  of
securities  issued by many  companies  for reasons  unrelated  to the  operating
performance of these companies.  In the past, following periods of volatility in
the market price of a company's  securities,  securities class action litigation
has often been  instituted  against such a company.  If similar  litigation were
instituted  against us, it could result in substantial  costs and a diversion of
our management's attention and resources,  which could have an adverse effect on
our business.

Shares Eligible for Future Sale

All of the shares of common stock  currently  held by our affiliates may be sold
in reliance upon the exemptive  provisions of Rule 144 of the  Securities Act of
1933, as amended, subject to certain volume and other conditions imposed by such
rule.  We cannot  predict the  effect,  if any,  that future  sales of shares of
common stock or the availability of such shares for sale will have on the market
price of the common stock  prevailing  from time to time.  Sales of  substantial
amounts of common stock,  or the perception  that such sales might occur,  could
adversely affect the prevailing market price of the common stock.



                                    Page 23