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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000898173-98-000008.txt : 19980420
<SEC-HEADER>0000898173-98-000008.hdr.sgml : 19980420
ACCESSION NUMBER:		0000898173-98-000008
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19971231
FILED AS OF DATE:		19980417
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OREILLY AUTOMOTIVE INC
		CENTRAL INDEX KEY:			0000898173
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-AUTO & HOME SUPPLY STORES [5531]
		IRS NUMBER:				440618012
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K/A
		SEC ACT:		
		SEC FILE NUMBER:	000-21318
		FILM NUMBER:		98596187

	BUSINESS ADDRESS:	
		STREET 1:		233 S PATTERSON
		CITY:			SPRINGFIELD
		STATE:			MO
		ZIP:			65802
		BUSINESS PHONE:		4178622674

	MAIL ADDRESS:	
		STREET 1:		233 SOUTH PATTERSON
		CITY:			SPRINGFIELD
		STATE:			MO
		ZIP:			65802
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<DESCRIPTION>AMENDMENT TO 10-K
<TEXT>

                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
O'Reilly Automotive, Inc. and Subsidiaries

We have  audited  the  accompanying  consolidated  balance  sheets  of  O'Reilly
Automotive,  Inc. and  Subsidiaries  as of December  31, 1997 and 1996,  and the
related consolidated  statements of income,  stockholders' equity and cash flows
for each of the  three  years in the  period  ended  December  31,  1997.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements . An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  consolidated   financial  position  of  O'Reilly
Automotive,  Inc.  and  Subsidiaries  at  December  31,  1997 and 1996,  and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity  with generally
accepted accounting principles.

/s/ Ernst & Young, LLP

Ernst & Young, LLP

Kansas City, Missouri
February 16, 1998

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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