UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) of the
               Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement          [_]  Soliciting Material Pursuant to
[_]  Confidential, For Use of the              SS.240.14a-11(c) or SS.240.14a-12
     Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials




                           O'REILLY AUTOMOTIVE, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)



--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


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                               O'REILLY AUTO PARTS
                            PROFESSIONAL PARTS PEOPLE


                                                                   April 6, 2001

Dear Shareholder:

         You are  cordially  invited  to  attend  the  2001  Annual  Meeting  of
Shareholders  of O'Reilly  Automotive,  Inc. to be held at the University  Plaza
Convention  Center,  Arizona  Room,  333 John Q. Hammons  Parkway,  Springfield,
Missouri on Tuesday, May 8, 2001, 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 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) 862-2674
ext. 1161.

         We look forward to seeing you at the Annual Meeting.



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





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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            To be held on May 8, 2001

Springfield, Missouri
April 6, 2001

To the Shareholders of O'Reilly Automotive, Inc.:

     The Annual  Meeting of  Shareholders  of  O'Reilly  Automotive,  Inc.  (the
"Company"),  will be held on Tuesday, May 8, 2001, at 10:00 a.m., local time, at
the  University   Plaza  Convention   Center,   333  John  Q.  Hammons  Parkway,
Springfield, Missouri 65806, for the following purposes:

     (1)  To elect three Class II Directors to the Company's Board of Directors,
          to serve for three years;

     (2)  To consider  and approve a proposal  to amend the  Company's  Restated
          Articles of Incorporation to eliminate  certain director  liability to
          the extent permitted by Missouri law; and

     (3)  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 28,
2001,  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 conduct of the meeting.

         A copy of the  Company's  Annual  Shareholders'  Report for fiscal year
2000 accompanies this notice.

                                 By Order of the Board of Directors


                                 TRICIA HEADLEY
                                 Secretary

--------------------------------------------------------------------------------
                                    IMPORTANT
--------------------------------------------------------------------------------
Please VOTE by proxy card,  telephone  or Internet  whether or not you intend to
attend the meeting.



                            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 University Plaza Convention  Center,  333 John Q.
Hammons Parkway, Springfield,  Missouri 65806, on Tuesday, May 8, 2001, 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 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 April 6, 2001.

                              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 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  28, 2001,
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 Lawrence P. O'Reilly, Rosalie O'Reilly Wooten
               and  Joe C.  Greene,  named  herein  as  nominees  for  Class  II
               Directors of the Company, to hold office until the annual meeting
               of the Company's  shareholders in 2004 and until their successors
               have      been      duly       elected       and       qualified;

         (2)      FOR the  adoption  of the  proposal  to  amend  the  Company's
                  Restated   Articles  of  Incorporation  to  eliminate  certain
                  director liability to the extent permitted by Missouri law;

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

         None of the three  nominees have indicated that they would be unable or
will decline 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 person 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  28,  2001,  there were  51,571,313  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  present or represented by proxy
will constitute a quorum at the meeting.  The affirmative  vote of a majority of
the votes 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 which 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.




                                       1


         The vote  required  for the  approval  of  Proposal  2 -  Amendment  to
Restated Articles of Incorporation,  is the affirmative vote of the holders of a
majority of the shares of the Company's  Common Stock entitled to notice of such
vote at the Annual  Meeting.  Shares  present at the  Annual  Meeting  but which
abstain with respect to the amendment (including proxies that deny discretionary
authority with respect to the  amendment) as well as broker  non-votes will have
the same effect as votes against the amendment.

         The vote  required 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 of the Company's  Restated
Articles of Incorporation  or By-laws require a greater vote.  Shares present at
the meeting which abstain (including proxies which 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.

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The  following  table sets forth  information  as of February 28, 2001 with
respect to each person known to us to be the beneficial  owner of more than five
percent  (5%) of our  outstanding  shares  of  Common  Stock.  Unless  otherwise
indicated,  the Company  believes  that the  beneficial  owners set forth in the
table have sole voting and investment power.



            Name and Address of                            Amount and Nature of                      Percent
             Beneficial Owner                             Beneficial Ownership(1)                    Of Class
             ----------------                             -----------------------                    --------
                                                                                                  
       David E. O'Reilly                                       3,211,507(2)                             6.2%
       233 S. Patterson
       Springfield, Missouri  65802

       Wasatch Advisors, Inc.                                  3,361,099(3)                             6.4%
       150 Social Hall Avenue
       Salt Lake City, Utah 84111

       FMR Corp.                                               4,542,880(4)                             8.7%
       82 Devonshire Street
       Boston, Massachusetts 02109

       T. Rowe Price Associates, Inc.                          5,088,900(5)                             9.8%
       100 E. Pratt Street
       Baltimore, Maryland  21202

----------
(1)  Reflects the number of shares  outstanding on February 28, 2001,  and, 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 the date of
     this proxy  statement  (such  options  being  referred  to  hereinafter  as
     "currently exercisable options").

(2)  The stated number of shares includes  760,158 shares held through the David
     O'Reilly,  Rev.  Trust,  2,144,136  shares  controlled  by Mr.  O'Reilly as
     trustee of two trusts for the benefit of his children,  166,582 shares held
     by Mr.  O'Reilly as custodian for two of his three  children,  3,131 shares
     held in the  O'Reilly  Employee  Savings  Plus Plan with  SunTrust  Bank as
     trustee and 137,500 shares subject to options exercisable within 60 days of
     February 28, 2001.

(3)  As reflected on such  beneficial  owner's  Schedule 13G dated  February 14,
     2001,  provided to the Company in accordance  with the Securities  Exchange
     Act of 1934, as amended.  According to such filing, Wasatch Advisors,  Inc.
     possesses sole voting and  dispositive  power over the 3,361,099  shares it
     beneficially owns.

(4)  As reflected on such  beneficial  owner's  Schedule 13G dated  February 14,
     2001,  provided to the Company in accordance  with the Securities  Exchange
     Act of 1934, as amended.  According to such filing, of the 4,542,880 shares
     it is deemed to  beneficially  own, FMR Corp.  claimed sole voting power of
     493,910 shares, no shared voting power, sole dispositive power of 4,542,880
     shares and no shared dispositive power.

(5)  As  reflected on such  beneficial  owner's  Schedule 13G dated  February 8,
     2001,  provided to the Company in accordance  with the Securities  Exchange
     Act of 1934, as amended.  These securities are owned by various  individual
     and institutional investors, to whom T. Rowe Price Associates,  Inc. (Price
     Associates)  serves as investment  adviser with power to direct  investment
     and or sole  power  to vote  securities.  Price  Associates  has  expressly
     disclaimed that it is, in fact, the beneficial owner of such securities. Of
     the 5,088,900 shares reported,  Price Associates  claimed sole voting power
     of 820,600  shares,  no shared  voting  power,  sole  dispositive  power of
     5,088,900 shares and no shared dispositive power.



                                       2


                        SECURITY OWNERSHIP OF MANAGEMENT

     The following  table sets forth,  as of February 28, 2001,  the  beneficial
ownership of each current Director  (including the three 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 table have sole voting and investment power.



                                                                       Amount and Nature of         Percent
        Name                                                          Beneficial Ownership(a)       of Class
        ----                                                          -----------------------       --------
                                                                                                 
Charles H. "Chub" O'Reilly, Sr. (b)                                               87,280                 *
Charles H. O'Reilly, Jr. (c)                                                   1,758,561                3.4%
David E. O'Reilly (d)                                                          3,211,507                6.2%
Lawrence P. O'Reilly (e)                                                       2,446,343                4.7%
Rosalie O'Reilly Wooten (f)                                                    2,261,188                4.3%
Ted F. Wise (g)                                                                  286,188                 *
Greg Henslee (h)                                                                  59,362                 *
Jay D. Burchfield (i)                                                             44,000                 *
Joe C. Greene (j)                                                                 58,400                 *
Paul R. Lederer                                                                   20,000                 *
All Directors and executive officers as a group
   (11 persons) (k)                                                           10,286,958               19.7%

----------
*less than 1%

(a)    Reflects the number of shares outstanding on February 28, 2001, and, 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 the date
       of this proxy  statement  (such options being  referred to hereinafter as
       "currently exercisable options").

(b)    The stated  number of shares  includes  71,000  shares  held  through the
       Charles H. O'Reilly,  Sr. Rev.  Trust,  4,088 shares held in the O'Reilly
       Automotive  Employee Stock Purchase Plan with UMB Bank,  N.A. as trustee,
       3,000  shares held by Mr.  O'Reilly's  wife and 9,192  shares held in the
       O'Reilly Employee Savings Plus Plan with SunTrust Bank as trustee.

(c)    The stated number of shares  includes  1,166,926  shares held through the
       Charles H. O'Reilly,  Jr. Rev.  Trust,  504,590 shares  controlled by Mr.
       O'Reilly  as trustee of a trust for the benefit of his  children,  60,000
       shares  controlled  by Mr.  O'Reilly  as a  general  partner  of a family
       limited  partnership,  4,545 shares held in the O'Reilly Employee Savings
       Plus Plan with  SunTrust  Bank as trustee  and 22,500  shares  subject to
       options exercisable within 60 days of February 28, 2001.

(d)    See  Note  (2) to  the table under "Security  Ownership of Certain  Bene-
       ficial Owners."

(e)    The stated number of shares  includes  1,313,041  shares held through the
       Lawrence  P.  O'Reilly  Rev.  Trust,  990,918  shares  controlled  by Mr.
       O'Reilly  as trustee of a trust for the  benefit of his  children,  4,884
       shares held in the O'Reilly Employee Savings Plus Plan with SunTrust Bank
       as trustee and 137,500  shares subject to options  exercisable  within 60
       days of February 28, 2001.

(f)    The stated number of shares includes  891,705 shares held through Rosalie
       O'Reilly Wooten,  Rev. Trust,  993,172 shares controlled by Ms. Wooten as
       trustee  of a trust  for the  benefit  of her  children,  350,788  shares
       controlled  by Ms.  Wooten's  husband as trustee  for the  benefit of Ms.
       Wooten's  children  and  their  descendants,  3,023  shares  held  in the
       O'Reilly  Automotive Savings Plus Plan with Sun Trust Bank as trustee and
       22,500 shares subject to options  exercisable  within 60 days of February
       28, 2001.

(g)    Includes  104,726 shares held of record by a revocable trust of which Mr.
       Wise, as the sole trustee,  has sole voting and  investing  power,  3,962
       shares held in the O'Reilly Employee Savings Plus Plan with SunTrust Bank
       as trustee and 97,500  shares  subject to options  exercisable  within 60
       days of February 28 2001. Also includes 80,000 shares held of record by a
       revocable  trust of which Mr. Wise's wife, as the sole trustee,  has sole
       voting and investment power.



                                       3


(h)    The stated number of shares  includes  8,690 shares  jointly owned by Mr.
       Henslee and his wife, 4,486 shares held in the O'Reilly  Employee Savings
       Plus Plan with  SunTrust  Bank as Trustee,  1,220  shares  awarded by the
       Company's  Performance  Incentive  Plan  and  2,466  shares  held  in the
       O'Reilly  Automotive  Stock Purchase Plan with UMB Bank, N.A. as trustee.
       Also includes 42,500 shares subject to options exercisable within 60 days
       of February 28, 2001.

(i)    Includes  40,000 shares  subject to options  exercisable  within 60  days
       of February 28, 2001, and 4,000 shares directly owned.

(j)    Includes 50,000 shares subject to options  exercisable within 60  days of
       February 28, 2001, and 8,400 shares directly owned.

(k)    Includes  options  to  purchase  a total of  600,000  shares  held by the
       Company's   directors  and  executive  officers  as  a  group  which  are
       exercisable within 60 days of February 28, 2001.



                    PROPOSAL 1-ELECTION OF CLASS II DIRECTORS

Information About The Nominees And Directors Continuing in Office

         The Company's  Amended and Restated By-laws 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 III
Directors  expire in 2003 and 2002,  respectively.  The Board of  Directors  has
nominated  Lawrence P. O'Reilly,  Rosalie  O'Reilly Wooten and Joe C. Greene who
are the current Class II Directors,  for a term expiring at the Company's annual
shareholders meeting in 2004.

         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 or in any company  registered as an investment company under the Investment
Company  Act of 1940.  Charles  H.  O'Reilly,  Sr. is the  father of  Charles H.
O'Reilly,  Jr.,  Rosalie  O'Reilly  Wooten,  Lawrence P.  O'Reilly  and David E.
O'Reilly.



                                                                                                         Service as
                                                                                                          Director
       Name                    Age                          Principal Occupation                            Since
       ----                    ---                          --------------------                            -----

                                                   Nominees for Director--Class II
                                    (To Be Elected to Serve a Three-Year Term Expiring in 2004)

                                                                                                      
Lawrence P. O'Reilly            54    Co-Chairman  of the  Board  since  August  1999;  Chief  Operating    1969
                                      Officer  since  March  1993;  President  from March 1993 to August
                                      1999; Vice President of the Company from 1975 to March 1993.

Rosalie O'Reilly Wooten         58    Executive Vice-President of the Company since 1980.                   1980

Joe C. Greene                   65    Attorney-At-Law,  managing  partner of the  Springfield,  Missouri    1993
                                      firm of Greene & Curtis,  LLP and Director of Commerce Bank,  N.A.
                                      in  Springfield,  Missouri;  Mr.  Greene  has been  engaged in the
                                      private practice of law for more than 30 years.


                                                   Directors Continuing in Office--Class I
                                                           (Terms Expiring in 2003)

Charles H. O'Reilly, Sr.        88    Chairman  Emeritus  since   March  1993  and  co-founder   of         1957
                                      the Company; Chairman of the Board from 1975 to March 1993.

Charles H. O'Reilly, Jr.        61    Vice-Chairman  of the Board  since  August  1999;  Chairman of the    1966
                                      Board  from  March  1993  to  August  1999;  President  and  Chief
                                      Executive Officer of the Company from 1975 to March 1993.


                                                   Directors Continuing in Office--Class III
                                                           (Terms Expiring in 2002)

David E. O'Reilly               51    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.



                                       4


Jay D. Burchfield               54    President of Oklahoma City Bakery,  Inc. in Springfield,  Missouri    1997
                                      from January  1999 to present;  Chairman of the Board and Director
                                      of Trust  Company  of the  Ozarks in  Springfield,  Missouri  from
                                      April 1998 to present;  Director of The  Primary  Care  Network in
                                      Springfield,  Missouri  from January 1998 to present;  Chairman of
                                      the Board and  Director of City Bancorp in  Springfield,  Missouri
                                      from  January  1997 to  present;  Chairman of the Board and CEO of
                                      Boatmen's  National  Bank of  Oklahoma  in  Tulsa,  Oklahoma  from
                                      January  1996 to  January  1997;  Chairman,  President  and CEO of
                                      Boatmens' Bank of Southern Missouri in Springfield,  Missouri from
                                      April 1987 to January 1996.  Mr.  Burchfield's  career has spanned
                                      more than 25 years in the banking industry.

Paul R. Lederer                 61    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:   R  &  B,  Inc.,   Woods  Equipment  Co.,  FPM,  Inc.,
                                      Icarz.com and Trans-Pro,  Inc.  Serves as a member of the advisory
                                      boards of the  following  companies:  Richco,  Inc.,  Turtle  Wax,
                                      Inc.,  Ampere Products and The Wine Discount  Center.  Mr. Lederer
                                      had been a director of the Company from April 1993 to July 1997.

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

Information Concerning Board of Directors

         During  fiscal  year 2000,  4 meetings of the Board of  Directors  were
held.  During such year, each Director  attended 75% or more of the aggregate of
(i) the total  number of  meetings  of the Board of  Directors  held  during the
period  for which he or she has been 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,  with the  exception  of
Charles H. O'Reilly, Sr., who attended 50% of the aggregate meetings and Charles
H. O'Reilly, Jr., who attended 50% of the aggregate meetings.

         The Board of Directors has two standing committees, the Audit Committee
and the Compensation Committee. The Company has no standing nominating committee
or other committee performing a similar function.

         The Audit Committee  currently consists of Messrs.  Burchfield,  Greene
and Lederer, each of whom are "independent" pursuant to the standards imposed by
the Nasdaq Stock  Market.  The Audit  Committee  recommends  the  engagement  of
independent  accountants,  confers with internal and external auditors regarding
the adequacy of our financial control and fiscal policy,  and directs changes to
financial  policies  or  procedures  as  suggested  by the  auditors.  The Audit
Committee  functions  pursuant to a written charter, a copy of which is attached
hereto as Appendix A. During  fiscal year 2000,  four Audit  Committee  meetings
were held.

         The Compensation  Committee consists of Messrs.  Burchfield and Greene.
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 2000, one Compensation  Committee meeting was
held.

Compensation of Directors

         The  Company  pays an annual fee of $10,000  to  Directors  who are not
employees of the Company. In addition,  the Company pays non-employee  Directors
$500 for each Board of Directors  meeting or  committee  meeting  attended.  The
Company  also  reimburses  Directors  for  out-of-pocket  expenses  incurred  in
connection  with their  attendance at Board and committee  meetings.  Directors'
fees of $24,000 were paid during 2000.

         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  10,000 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 two
non-employee  directors in 2000 were granted options during the year to purchase
10,000 shares of Common Stock under the Company's  Directors'  Stock Option Plan
at an exercise price of $12.4375 per share.



                                       5


Executive Compensation

         The following  information is given for the fiscal years ended December
31,  2000,  1999 and 1998,  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
2000.



                                                           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             2000    312,000    312,000       -           -            -              13,107
   Co-Chairman of the         1999    300,000    300,000       -           -         50,000            15,538
   Board and Chief            1998    277,000    277,000       -           -            -               7,691
   Executive Officer

Charles H. O'Reilly, Jr.      2000    142,500    142,500       -           -            -              10,400
   Vice-Chairman of the       1999    167,500    167,500       -           -            -              14,206
   Board                      1998    198,500    198,500       -           -            -               7,956

Lawrence P. O'Reilly          2000    275,000    275,000       -           -            -              12,945
   Co-Chairman of the         1999    300,000    300,000       -           -         50,000            15,538
   Board and Chief            1998    277,000    277,000       -           -            -               7,919
   Operating Officer

Ted F. Wise                   2000    235,000    115,000       -           -            -              13,002
   Co-President               1999    215,000    105,000       -           -         50,000            14,985
                              1998    190,000      95,000      -           -            -               6,854

Greg Henslee                  2000    167,500      82,500   20,007      9,992           -              15,727
   Co-President               1999    175,000        -      19,660      9,824        50,000            13,067
                              1998    108,000        -      13,136      6,564        15,000             9,374

----------

(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 awared to Mr. Henslee under the Company's Performance Incentive Plan
     ("PIP") include (i) 778 shares in fiscal year 2000, having a per share fair
     market value of $12.84375  on the day  awarded,  for an aggregate  value of
     $9,992, (ii) 428 shares in fiscal year 1999, having a per share fair market
     value of $22.95325 on the day  awarded,  for an aggregate  value of $9,824,
     and (iii) 472 shares in fiscal  year 1998,  having a per share fair  market
     value of $6,564 on the day awarded,  for an aggregate value of $26,380. 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 for the year preceding the
     year in which the  awards  are  made.  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, 2000, includes (i)
     Company contributions of $9,500, $12,207,  $12,045,  $12,207 and $15,507 to
     its Profit  Sharing and Savings Plan made on behalf of Charles H. O'Reilly,
     Jr., David E. O'Reilly, Lawrence P. O'Reilly, Ted F. Wise and Greg Henslee,
     respectively,  and (ii) the benefits  inuring to Charles H.  O'Reilly,  Jr.
     ($900), David E. O'Reilly ($900),  Lawrence P. O'Reilly ($900), Ted F. Wise
     ($795),  and Greg Henslee ($220) from the Company's payment of certain life
     insurance premiums.



                                       6


Information as to Stock Options

         During fiscal year 2000, no grants of options to purchase  Common Stock
were made to the executive officers.



                               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 ($)(1)
                                    Options            Value              Exercisable/              Exercisable/
            Name                 Exercised (#)       Realized($)         Unexercisable             Unexercisable
            ----                 -------------       -----------         -------------             -------------
                                                                                          
David E.  O'Reilly                          0              0            137,500 / 52,500        2,200,469 / 421,406
Charles H. O'Reilly, Jr.                    0              0             22,500 /  7,500          326,250 / 108,750
Lawrence P. O'Reilly                        0              0            137,500 / 52,500        2,200,469 / 421,406
Rosalie O'Reilly Wooten                     0              0             22,500 /  7,500          326,250 / 108,750
Ted F. Wise                                 0              0             97,500 / 52,500        1,464,219 / 421,406
Greg Henslee                           60,000        425,333             42,500 / 52,500          454,219 / 372,656

----------
(1) Represents  the market value of the underlying  Common Stock on December 31,
2000, less the aggregate exercise price.



Employment Arrangements with Executive Officers

         The  Company  entered  into  written  employment  agreements  effective
January 1, 1993,  with David E.  O'Reilly,  Lawrence P.  O'Reilly and Charles H.
O'Reilly,  Jr.  Such  agreements,  which are in  substantially  identical  form,
provide  for each of the  foregoing  executive  officers  to be  employed by the
Company  for a minimum  period of three years and  automatically  renew for each
calendar year thereafter.  As compensation for services rendered to the Company,
the agreements  provide for each executive  officer to receive (i) a base annual
salary of $220,000  for David and  Lawrence  O'Reilly  and  $176,000 for Charles
O'Reilly,  Jr.,  adjusted  annually  for  increases  in the  cost of  living  as
reflected by the Consumer  Price Index for All Urban  Consumers as determined by
the United States Department of Labor,  Bureau of Labor  Statistics,  and (ii) a
bonus, the amount of which is determined by reference to such criteria as may be
established by the Compensation Committee.

         The Company has also entered into written  retirement  agreements  with
David E.  O'Reilly,  Lawrence  P.  O'Reilly  and Charles H.  O'Reilly,  Jr. Such
agreements,  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  $100,000.  The  agreements  also
provide  for each  officer to receive  medical  benefits,  death and  disability
benefits, as well as the use of a car and the Company plane.

         An executive officer's  employment may be terminated by the Company for
cause (as defined in the agreement) or without cause. If an executive  officer's
employment  is terminated  for cause or if an executive  officer  resigns,  such
executive  officer's  salary  and bonus  rights  will  cease on the date of such
termination  or  resignation.  If the Company  terminates  an executive  officer
without cause, all compensation  payments will continue through the remainder of
the  agreement's  term.  Pursuant  to  his  or her  respective  agreement,  each
executive  officer  has  agreed for so long as he or she 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.

Compensation Committee Interlocks and Insider Participation

         Joe C. Greene, a Director of the Company and member of the Compensation
Committee,  is the  Managing  Partner  of the law firm of Greene & Curtis,  LLP,
which has provided  legal services to the Company in prior years and is expected
to provide  legal  services to the Company in the future.  Mr.  Greene is also a
Director of Commerce  Bank,  N.A. in  Springfield,  Missouri which has loaned $5
million to the Company under a promissory  note.  The Company  believes 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.



                                       7


                          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  1993
Stock Option Plan. The  Compensation  Committee is composed of two  non-employee
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 minimum  annual base  salary of each of Charles H.  O'Reilly,  Jr.,
David E.  O'Reilly  and  Lawrence P.  O'Reilly  is fixed under their  employment
agreements  with the  Company,  subject to  increases  by the Board of Directors
(after considering the recommendations of the Compensation Committee).  The base
salary  for  each of  these  executive  officers  was  established  prior to the
Company's initial public offering in April 1993. The minimum annual base salary,
which was set by the Board of Directors  (as then  constituted)  for purposes of
the employment  agreements with each of the aforementioned  executive  officers,
represented  the  subjective  judgment  of  the  Board  as  to  a  fair  minimum
compensation  level,  taking into account the then  contemplated  initial public
offering and the potential for  additional  cash  compensation  in the form of a
bonus for 1993.  Any future  recommendation  by the  Compensation  Committee for
adjustments  to the annual base salary of an  executive  officer will be for the
purposes of bringing 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,  and, in the case of executive  officers other than the
Chief  Executive  Officer,  the  Chairman  of the Board or the  Chief  Operating
Officer,  reflecting  increased  responsibilities.  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-Amex  Retail  Trade Stock Price Index
included  in this  Proxy  Statement.  The base  salaries  of the  aforementioned
executive  officers were increased in 2000 to reflect  increases in the Consumer
Price  Index  from  1999  to  2000,  increases  in  responsibilities  due to the
Company's growth and to align executive  compensation with comparable  companies
and positions.



                                       8


Bonuses

         The  Compensation  Committee has established a bonus plan for the Chief
Executive Officer,  the Chairman of the Board and the Chief Operating Officer of
the Company  based upon  objective  criteria.  Under this bonus plan,  the Chief
Executive Officer,  the Chairman of the Board and the Chief Operating Officer of
the  Company  each will  receive a bonus  based  upon a  percentage  of  pre-tax
earnings  (with no minimum  level of pre-tax  earnings  required),  exclusive of
extraordinary  items,  earned by the  Company,  subject to a maximum  cash bonus
equal to such  executive  officer's base salary for the year in which such bonus
is earned.  The  bonuses to be awarded to all other  officers of the Company are
based upon each such  officer's  contribution,  responsibility  and  performance
during  the  year,  and are  thus  subjective  in  nature.  In  formulating  its
recommendation  for the  bonuses  of such other  officers  of the  Company,  the
Compensation  Committee  considers,  among other things,  the  evaluation of the
Chief  Executive  Officer  of the  Company  with  regard  to  the  contribution,
responsibility  and  performance of the officer in question and his views on the
appropriate compensation level of such executive officer.

Long-Term Incentives

         The only long-term incentive currently offered for senior executives by
the Company is 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 individual 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 such other  factors  as it deems  appropriate,
consistent with the Company's compensation  policies.  However, the Compensation
Committee has not  established  specific  target  awards  governing the receipt,
timing  or size of option  grants.  Thus,  determinations  with  respect  to the
granting of stock options are subjective in nature.

CEO Compensation

         The base salary of Mr. 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 2000, based upon a percentage of the pre-tax
earnings,  exclusive of extraordinary items, earned by the Company in 1999. This
cash  bonus,  in an amount  equal to his base  salary for 2000,  was paid to the
Chief  Executive  Officer in equal monthly  installments  during 2000.  The cash
bonus to be paid to the Chief  Executive  Officer in 2001 will be based upon the
same percentage of pre-tax earnings, exclusive of extraordinary items, earned by
the Company in 2000, not to exceed the Chief Executive Officer's base salary for
2001.
                                                         Respectfully submitted,

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

                                          Jay D. Burchfield,
                                          Chairman of the Compensation Committee

                                          Joe C. Greene,
                                          Member of the Compensation Committee




                                       9


                             Audit Committee Report

     In connection  with the December 31, 2000 financial  statements,  the Audit
Committee has:

o    reviewed and discussed  with  management  the Company's  audited  financial
     statements as of and for the fiscal year ended December 31, 2000;

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  auditors  required by Independence  Standard No. 1,
     Independence  Discussions  with  Audit  Committees,   as  amended,  by  the
     Independence  Standards  Board,  and have  discussed  with the auditors the
     auditors' independence.

     Based on the reviews and discussions referred to above, the Audit Committee
has 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, 2000.

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

                                                 Jay D. Burchfield,
                                                 Chairman of the Audit Committee

                                                 Joe C. Greene,
                                                 Member of the Audit Committee

                                                 Paul R. Lederer,
                                                 Member of the Audit Committee


Fees Billed By Independent Public Accountants

     The  following  table  sets  forth  the  amount  of audit  fees,  financial
information systems design and implementation fees, and all other fees billed or
expected to be billed by Ernst & Young, LLP, the Company's principal accountant,
for the year ended December 31, 2000:



                                                                        Amount
                                                                        ------
                                                                
     Audit Fees(1)                                                 $  214,000.00
     Financial Information Systems Design
       and Implementation Fees(2)                                        -0-
     All Other Fees(3)                                                 81,000.00
                                                                 ---------------
                                    Total Fees                     $  295,000.00

----------
(1)  Includes  annual  financial  statement audit and limited  quarterly  review
     services.

(2)  No such services  were  provided by Ernst & Young,  LLP for the most recent
     fiscal year.

(3)  Primarily  represents audit related fees, including audits of the Company's
     benefit plans, SEC registration statements,  consents, and consultations on
     accounting  standards and  transactions,  as well as certain tax consulting
     services.



         The  Audit  Committee  of the Board of  Directors  of the  Company  has
considered  whether the provision of financial  information  systems  design and
implementation and other non-audit services is compatible with maintaining Ernst
& Young, LLP's independence.



                                       10


Transactions with Insiders and Others

         Sixty-two  of the  Company's  stores  were  leased from one of two real
estate investment partnerships and a limited liability corporation formed by the
O'Reilly family. David O'Reilly,  Larry 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  corporation.
Leases with  affiliated  parties  generally  provide for payment of a fixed base
rent,  payment  of certain  tax,  insurance  and  maintenance  expenses,  and an
original  term of 6 years,  subject  to one or more  renewals  at the  Company's
option.  The Company has entered into separate master lease agreements with each
of the affiliated real estate investment  partnerships and the limited liability
corporation  for the occupancy of the stores covered  thereby.  The master lease
agreements with the real estate investment  partnerships expired on December 31,
1998 and were renewed  through  December 2004. The term of the master lease with
the limited  liability  corporation  expires on  December  31,  2013.  The total
aggregate rent payments paid by the Company to the  partnerships and the limited
liability  corporation was $2,671,000 in fiscal 2000. 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.

         Joe C. Greene,  a Director of the Company,  is the Managing  Partner of
the law firm of Greene & Curtis,  LLP,  which has provided legal services to the
Company in prior years and is expected to provide legal  services to the Company
in the  future.  Mr.  Greene  is also a  Director  of  Commerce  Bank,  N.A.  in
Springfield,  Missouri,  which has  loaned $5  million  to the  Company  under a
promissory  note.  The  Company  believes  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.

Compliance with Section 162(m) of the Internal Revenue Code

         Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows  a tax  deduction  to public  companies  for  compensation  of over $1
million paid to any one of the  corporation's  chief executive  officer and four
other most highly  compensated  executive  officers for any single  fiscal year.
Qualifying  performance-based  compensation is not subject to such limitation if
certain  requirements  are met. Because the Company's 1993 Stock Option Plan may
not satisfy the  requirements of Section 162(m) with respect to the options more
recently granted thereunder,  the Compensation  Committee may take action in the
future to comply  with  these  requirements.  Given the  current  levels of cash
compensation  paid  to  the  Company's  executive  officers,   the  Compensation
Committee is not  expected to take any action with respect to the cash  elements
of the Company's executive  compensation program at this time, but will evaluate
possible action, to the extent consistent with other objectives of the Company's
compensation  program,  if  the  cash  compensation  of  any  executive  officer
approaches the $1 million level in the future.



                                       11


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,
1995, in the Company's  Common Stock against the Nasdaq-Amex  Stock Market Total
Return  Index and the  Nasdaq-Amex  Retail  Trade  Stocks  Total  Return  Index,
assuming reinvestment of all dividends.

(THE FOLLOWING TABLE WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL.)


Measurement Period                        O'Reilly              Nasdaq U.S.              Nasdaq Retail
(Fiscal Year Covered)                  Automotive, Inc.         Stock Market             Trade Stocks
---------------------                  ----------------         ------------             ------------
                                                                                      
       12/95                                 100                    100                        100
       12/96                                 110                    123                        119
       12/97                                 181                    151                        140
       12/98                                 326                    213                        171
       12/99                                 297                    395                        150
       12/00                                 369                    238                         92


Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
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. Based on the Company's
review of the copies of such forms  furnished to it and written  representations
with  respect to the timely  filing of all  reports  required  to be filed,  the
Company  believes  that such  persons  complied  with all Section  16(a)  filing
requirements applicable to them with respect to transactions during fiscal 2000.

          PROPOSAL 2 - AMENDMENT TO RESTATED ARTICLES OF INCORPORATION

Background

         The Company is incorporated under the General and Business  Corporation
Law of Missouri  (the  "Missouri  Law").  The law of Missouri  provides that the
board of directors has the ultimate responsibility for managing the business and
affairs of a corporation.  In discharging this function, the law holds directors
to fiduciary duties of care and loyalty to the corporation and its shareholders.

         The  Missouri Law has long  permitted a  corporation  to indemnify  its
directors (and officers) against expenses,  judgments,  settlement  payments and
other costs  incurred in  connection  with  litigation  or similar  proceedings,
subject to certain  limitations.  The  Restated  Articles of  Incorporation  and
Bylaws of the Company  provide for  indemnification  of directors to the fullest
extent legally permissible under the Missouri Law. In addition, the Missouri Law
permits a corporation to purchase and maintain,  on behalf of its directors (and
officers),  insurance  against  liability  incurred in their capacities as such,
regardless of whether the corporation  would have the power to indemnify against
such  liability  under the  Missouri  Law. As discussed  more fully  below,  the
Company currently maintains such directors' liability insurance.

Missouri Law Amendments

         The Missouri legislature recently enacted amendments (the "Act") to the
Missouri Law that, among other things,  permit a Missouri corporation to provide
additional   protection   for   directors   by  including  in  its  articles  of
incorporation  or  bylaws a  provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  shareholders  for monetary
damages for certain breaches of fiduciary duty as a director.

         The Act authorizes a Missouri corporation to include in its articles of
incorporation or bylaws a provision that eliminates or limits the ability of the
corporation and its shareholders to recover monetary damages from a director for
breach  of  fiduciary  duty as a  director;  but the Act  does  not  permit  the
elimination  or  limitation of the liability of a director for (i) any breach of
duty of loyalty,  (ii) acts or omissions not in  subjective  good faith or which
involve  intentional  misconduct or a knowing  violation of law,  (iii) paying a
dividend that is illegal  under certain  provisions of the Missouri Law, or (iv)
any transaction from which the director derived an improper personal benefit.

         The  Act  does  not  change  a  director's  duty of  care,  but it does
authorize a corporation to eliminate  monetary  liability for violations of that
duty.  In  addition,  the Act does not  affect  the  availability  of  equitable
remedies,  such as an  action to enjoin or  rescind a  transaction  involving  a
breach of fiduciary  duty of care.  In some  circumstances,  however,  equitable
remedies may not be available as a practical matter.



                                       12


Proposed New Article XI

         Although  the Company has not  experienced  an  inability to attract or
retain  directors in the past,  the Board of Directors has  determined  that the
ability  of the  Company to  continue  to attract  and retain  highly  qualified
directors  will be enhanced  by  amending  the  Company's  Restated  Articles of
Incorporation  to eliminate the personal  liability of its directors to the full
extent  permitted by the Act. The  Company's  Board of Directors  has  therefore
approved, and recommends to the shareholders for their approval and adoption, an
amendment to the Company's  Restated Articles of Incorporation  that would add a
new Article XI ("Article XI") to read in its entirety as follows:

                                   ARTICLE XI

                  "No director of the corporation  shall be personally liable to
         the corporation or its  shareholders for monetary damages for breach of
         fiduciary duty by such director as a director;  provided, however, that
         this  Article  XI shall  not  eliminate  or limit  the  liability  of a
         director to the extent provided by applicable law (i) for any breach of
         the director's duty of loyalty to the corporation or its  shareholders,
         (ii)  for  acts or  omissions  not in  subjective  good  faith or which
         involve  intentional  misconduct or a knowing  violation of law,  (iii)
         under section 351.345 of the General  Corporation  Law of Missouri,  or
         (iv) for any  transaction  from which the director  derived an improper
         personal  benefit.  No  amendment to or repeal of this Article XI shall
         apply to or have any effect on the  liability  or alleged  liability of
         any  director  of the  corporation  for or with  respect to any acts or
         omissions of such director prior to such amendment or repeal."

         Section  351.345 of the  Missouri Law provides  that  directors  shall,
under  certain  circumstances,  be jointly  and  severally  liable  for  knowing
violations of certain requirements with respect to the payment of dividends.

Certain Effects of Article XI

         Article XI would eliminate  personal  liability of directors  (while in
office and  thereafter)  in their  capacity as  directors  (but not  officers or
directors  in their  capacity as  officers) of the Company to the Company or its
shareholders to the full extent  permitted by the Act. As a result,  even if the
Company's  directors were to fail to satisfy their duty of care,  they would not
be  liable  for  monetary  damages.  Article  XI would  not,  however,  limit or
eliminate the liability of a director for any act or omission occurring prior to
the date when Article XI becomes  effective,  or in any respect not permitted by
the Act,  such as for any  violation  of the duty of  loyalty  or for a  knowing
violation of the law.  Article XI would in no way affect a director's  liability
under the Federal securities laws.

         Adoption of Article XI may have the effect of reducing  the  likelihood
of derivative  litigation  against  directors,  and may also discourage or deter
shareholders or management from bringing a lawsuit against  directors for breach
of their  duty of  care,  even  though  such an  action,  if  successful,  might
otherwise have benefited the Company and its  shareholders.  Article XI provides
that no  amendment or repeal of Article XI would apply or have any effect on the
liability  of a  director  for any  acts or  omissions  occurring  prior to such
amendment or repeal.

         Adoption of Article XI, therefore,  would result in shareholders giving
up the right to pursue causes of action for monetary  damages against  directors
for breaches of their duty of care,  including  actions for damages arising from
the conduct of directors in connection with take over proposals for the Company,
even if such conduct involves negligent business  decisions.  The members of the
Board of  Directors,  therefore,  have a personal  interest  in  proposing  that
Article XI be adopted at the potential expense of shareholders.



                                       13


         There is no  litigation  pending  currently  or  previously  instituted
against the Board of Directors  or its members that might have been  affected by
Article XI had it been in effect at the time of any such litigation.

         Adoption of the amendment  adding Article XI to the Company's  Restated
Articles of  Incorporation  requires  the  affirmative  vote of the holders of a
majority of the shares of the Company's  Common Stock  entitled to notice of and
vote at the Annual Meeting.

         If approved by the shareholders, Article XI would become effective upon
the filing with the Secretary of State of Missouri of a Certificate of Amendment
to the Company's  Restated  Articles of  Incorporation,  which filing would take
place shortly after the Annual Meeting.

         The Board of  Directors  recommends  a vote "FOR" the  amendment to the
Company's Restated Articles of Incorporation adding Article XI, which eliminates
certain director liability to the extent permitted by Missouri Law.

                           ANNUAL SHAREHOLDERS' REPORT

         The  Annual  Shareholders'  Report  of  the  Company  for  fiscal  2000
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 2002 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 December 7, 2001.
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, such  proposals  must be received by the Company at the Company's
principal  executive  offices by February 20, 2002. The Company's Amended Bylaws
require  that  proposals  of  shareholders  made outside of Rule 14a-8 under the
Exchange Act must be  submitted,  in  accordance  with the  requirements  of the
By-Laws, not later than February 20, 2002 and not earlier than January 21, 2002.

                                 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.

                             ADDITIONAL INFORMATION

         Additional  information  regarding  the  Company  can be  found  in the
Company's  Annual  Report on Form 10-K for the fiscal  year ended  December  31,
2000, 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 schedules (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
April 6, 2001




                                       14


APPENDIX  A

O'Reilly Automotive, Inc.
Audit Committee Charter


                                  Organization

This charter governs the operations of the audit committee.  The committee shall
review and reassess the charter at least annually and obtain the approval of the
board of directors.  The committee  shall be appointed by the board of directors
and shall  comprise at least three  directors,  each of whom are  independent of
management  and the  Company.  Members  of the  committee  shall  be  considered
independent if they have no relationship that may interfere with the exercise of
their independence from management and the Company.  All committee members shall
be  financially  literate,  (or  shall  become  financially  literate  within  a
reasonable  period of time after appointment to the committee,) and at least one
member shall have accounting or related financial management expertise.

                               Statement of Policy

The audit  committee  shall  provide  assistance  to the board of  directors  in
fulfilling  their  oversight  responsibility  to  the  shareholders,   potential
shareholders,  the investment  community,  and others  relating to the Company's
financial  statements  and the  financial  reporting  process,  the  systems  of
internal  accounting and financial  controls,  the internal audit function,  the
annual independent audit of the Company's  financial  statements,  and the legal
compliance and ethics programs as established by management and the board. In so
doing,  it is the  responsibility  of the  committee  to maintain  free and open
communication between the committee,  independent auditors and management of the
Company.  In  discharging  its  oversight  role,  the  committee is empowered to
investigate  any matter  brought to its attention with full access to all books,
records,  facilities,  and  personnel  of the  Company  and the  power to retain
outside counsel, or other experts for this purpose.

                         Responsibilities and Processes

The primary  responsibility  of the audit  committee is to oversee the Company's
financial  reporting  process on behalf of the board and  report the  results of
their  activities  to the board.  Management  is  responsible  for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing  those  financial  statements.   The  committee  in  carrying  out  its
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing  conditions  and  circumstances.  The  committee
should  take the  appropriate  actions to set the overall  corporate  "tone" for
quality  financial  reporting,   sound  business  risk  practices,  and  ethical
behavior.

The following shall be the principal  recurring processes of the audit committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide  with  the  understanding  that  the  committee  may  supplement  them  as
appropriate.

The  committee  shall  have  a  clear  understanding  with  management  and  the
independent auditors that the independent auditors are ultimately accountable to
the  board  and  the  audit  committee,  as  representatives  of  the  Company's
shareholders. The committee shall have the ultimate authority and responsibility
to evaluate  and,  where  appropriate,  replace the  independent  auditors.  The
committee shall discuss with the auditors their independence from management and
the Company and the matters included in the written disclosures  required by the
Independence Standards Board. Annually, the committee shall review and recommend
to the board the selection of the  Company's  independent  auditors,  subject to
shareholders' approval.

The committee shall discuss with the independent  auditors the overall scope and
plans for their  respective  audits  including  the  adequacy  of  staffing  and
compensation.  Also,  the  committee  shall  discuss  with  management  and  the
independent  auditors the  adequacy  and  effectiveness  of the  accounting  and
financial  controls,  including  the  Company's  system to  monitor  and  manage
business risk, and legal and ethical compliance programs. Further, the committee
shall meet separately with the independent auditors, with and without management
present, to discuss the results of their examinations.

The committee shall review the interim financial  statements with management and
the independent  auditors prior to the filing of the Company's  Quarterly Report
on Form10-Q.  Also,  the  committee  shall  discuss the results of the quarterly
review and any other matters required to be communicated to the committee by the
independent  auditors under generally accepted auditing standards.  The chair of
the committee may represent the entire committee for the purpose of this review.

The committee  shall review with  management  and the  independent  auditors the
financial  statements to be included in the Company's Annual Report on Form 10-K
(or the annual report to shareholders if distributed prior to the filing of Form
10-K),  including their judgment about the quality,  not just acceptability,  of
accounting  principles,  the reasonableness of significant  judgements,  and the
clarity of the  disclosures  in the financial  statements.  Also,  the committee
shall discuss the results of the annual audit and any other matters  required to
be  communicated  to the committee by the  independent  auditors under generally
accepted auditing standards.



                                      A-1


APPENDIX  B

O'Reilly Automotive, Inc.
Form of Proxy (Proxy Card)

                                      PROXY

                            O'REILLY AUTOMOTIVE, INC.
              Annual Meeting of Shareholders - Tuesday, May 8, 2001

          (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 28,
2001 at the Annual Meeting of Shareholders  (the "Annual Meeting") to be held on
May 8, 2001,  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.

              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
                            All       All      Except      to vote, mark "For
                                                           All Except" and write
                                                           the nominee's number
                                                           on the line below.

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

1.       Proposal to elect Class II Directors (three-year term).
01)      Joe C. Greene
02)      Lawrence P. O'Reilly
03)      Rosalie O'Reilly Wooten


Vote on Proposal

2.       Proposal to amend The Restated Articles of Incorporation.
                        For     Withhold     Abstain

                        ---        ---         ---

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

                                      A-2