SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                              FORM 11 - K


(Mark One)
   (X)          ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended December 31, 2000

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

For the transition period from                                to
                               ----------------------------

Commission file number:  0-21318

  A.  Full title of the plan and the address of the plan, if different from that
      of the Issuer named below.

                       O'Reilly Automotive, Inc.
                    Profit Sharing and Savings Plan

  B.  Name of issuer of the securities held pursuant to the plan and the address
      of its principal executive office:

                       O'Reilly Automotive, Inc.
                       233 South Patterson
                       Springfield, Missouri  65802










Securities and Exchange Commission
Washington, D.C.  20549

FORM 11-K

REQUIRED INFORMATION

(a)      Financial Statements. Filed as part of this Report on Form 11-K are the
         financial   statements  and  the  schedules  thereto  of  the  O'Reilly
         Automotive,  Inc.  Profit  Sharing and Savings Plan as required by Form
         11-K,   together  with  the  report  thereon  of  Ernst  &  Young  LLP,
         independent auditors, dated May 18, 2001.

(b)      Exhibits.  A consent of Ernst & Young LLP is being filed as Exhibit 23
         to this Report.






                       Financial Statements and Schedules

                              (Modified Cash Basis)

                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan

                 December 31, 2000 and 1999, and the year ended
                                December 31, 2000
                       with Report of Independent Auditors































                         Report of Independent Auditors

The Plan Administrators and Participants
O'Reilly Automotive, Inc.
Profit Sharing and Savings Plan

We have audited the  accompanying  statements  of net assets  available for plan
benefits (modified cash basis) of the O'Reilly  Automotive,  Inc. Profit Sharing
and Savings  Plan (the Plan) as of December  31, 2000 and 1999,  and the related
statement of changes in net assets  available for plan benefits  (modified  cash
basis) for the year ended December 31, 2000. These financial  statements are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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.

As described in Note 1, these financial  statements and  supplemental  schedules
were  prepared on the modified  cash basis,  which is a  comprehensive  basis of
accounting  other than accounting  principles  generally  accepted in the United
States.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets available for plan benefits (modified cash
basis) of the Plan at December 31, 2000 and 1999,  and the changes in net assets
available for plan benefits  (modified  cash basis) for the year ended  December
31, 2000, on the basis of accounting described in Note 1.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying  supplemental  schedules of assets
held for investment purposes at the end of the year, and reportable transactions
for the year then ended,  are presented for purposes of additional  analysis and
are  not a  required  part of the  financial  statements  but are  supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974.  These  supplemental  schedules  are  the  responsibility  of  the  Plan's
management. The supplemental





schedules have been subjected to the auditing  procedures  applied in our audits
of the  financial  statements  and, in our opinion,  are fairly  stated,  in all
material respects, in relation to the financial statements taken as a whole.




                                                               Ernst & Young LLP

Kansas City, Missouri
May 18, 2001





                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan
                              (Modified Cash Basis)

                              Financial Statements
                                  and Schedules

                 December 31, 2000 and 1999, and the year ended
                                December 31, 2000




                                    Contents

Report of Independent Auditors.................................................1

Audited Financial Statements (Modified Cash Basis)

Statements of Net Assets Available for Plan Benefits...........................3
Statement of Changes in Net Assets Available for Plan Benefits.................4
Notes to Financial Statements..................................................5

Supplemental Schedules
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
  at End of Year..............................................................11
Schedule H, Line 4j - Schedule of Reportable Transactions.....................12





                              O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan

              Statements of Net Assets Available for Plan Benefits
                              (Modified Cash Basis)


                                                        December 31,
                                              2000                       1999
Assets                               -------------------------------------------

Investments, at fair value (Note 3)     $49,720,079                  $38,885,736
                                     -------------------------------------------
Net assets available for benefits       $49,720,079                  $38,885,736
                                     ===========================================

See accompanying notes.





                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan

         Statement of Changes in Net Assets Available for Plan Benefits
                              (Modified Cash Basis)

                          Year ended December 31, 2000



Additions:
 Investment income:
  Net realized and unrealized appreciation in
  fair value of investments (Note 3)                                $ 6,301,113
  Dividend and interest income                                          667,953
 Contributions:
  Employer                                                            2,660,365
  Employee                                                            3,316,420
                                                           ---------------------
                                                                      5,976,785
                                                           ---------------------
 Total additions                                                     12,945,851

Deductions:
 Distributions to participants                                       (2,111,508)
                                                           ---------------------
Net increase                                                         10,834,343
Net assets available for benefits, at beginning of year              38,885,736
                                                           ---------------------
Net assets available for benefits, at end of year                   $49,720,079
                                                           =====================

                             See accompanying notes.





                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan
                              (Modified Cash Basis)

                          Notes to Financial Statements

                                December 31, 2000


1.       Summary of Significant Accounting Policies

The following is a summary of the significant  accounting policies of the
O'Reilly Automotive,  Inc. (the "Company") Profit Sharing and Savings Plan
(the "Plan"):

Basis of Presentation

The  accompanying  financial  statements have been prepared on the modified cash
basis of accounting,  which is a  comprehensive  basis of accounting  other than
generally accepted accounting  principles.  Under this basis,  contributions are
recorded  when  received  rather  than in the period to which they  relate,  and
expenses are recorded when paid rather than when incurred.

Valuation of Investments

The value of investments in common and collective trusts,  registered investment
company  funds and  O'Reilly  Automotive,  Inc.  common stock is based on quoted
market values received from SunTrust Bank, Central Florida,  N.A.  (SunTrust) on
the last business day of the plan year.

Use of Estimates

The preparation of financial  statements  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.






                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan
                              (Modified Cash Basis)

                    Notes to Financial Statements (Continued)



2.  Description of the Plan

The following  description of the Plan is provided for general information only.
Participants should refer to the plan agreement for a more complete  description
of the Plan's provisions.

The Plan is a defined contribution pension plan providing retirement benefits to
substantially  all  employees  of  the  Company  who  have  attained  age 21 and
completed   six   months   and  at   least   1,000   hours  of   service   in  a
12-consecutive-month  period of employment. The Plan is sponsored by the Company
and is subject to the provisions of the Employee  Retirement Income Security Act
of 1974 (ERISA).

The  Plan  allows   participants  to  contribute  up  to  15%  of  their  annual
compensation  to the  Plan.  At its  discretion,  the  Company  has  elected  to
contribute  50%  of  each  employee's  voluntary  contribution  up to 2% of  the
employee's  compensation  and 25% of the  next 2% of each  employee's  voluntary
contribution.  Additionally, the Company may make voluntary contributions to the
Plan  annually,  as  determined  by its  Board  of  Directors,  up to a  maximum
aggregate company contribution of 15% of participants' annual compensation.  All
employer contributions are invested in the O'Reilly Automotive, Inc. Stock Fund.
During  the year  ended  December  31,  2000,  the Plan  received  discretionary
contributions  from the Company amounting to $1,918,600,  not including matching
contributions.

Each participant's  account is credited with the participant's  contribution and
an allocation of the Company's  contribution  and Plan earnings.  Allocations of
Company  contributions are based on participant  contributions and compensation.
Allocations  of Plan  earnings  are  based on  participants'  account  balances.
Forfeitures of terminated  participants' non-vested accounts are allocated based
on participant compensation.

Participants   are   immediately   vested  with   respect  to  their   voluntary
contributions.  With respect to employer contributions,  participants become 20%
vested after three years of service with the Company.  Vesting  increases in 20%
increments annually to 100% after seven years.

Participating  employees  are  entitled  to borrow  from the Plan the  lesser of
$50,000 or 50% of the employee's  vested account  balance at a rate equal to one
percentage point above the prime interest rate in effect as reported in the Wall
Street  Journal on the last business day of the month prior to the date the loan
is made. Loans are repaid by payroll deductions over a period no longer than ten
years.





                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan
                              (Modified Cash Basis)

                    Notes to Financial Statements (Continued)


2.  Description of the Plan (continued)

Although  it has not  expressed  any intent to do so, the  Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan  subject  to the  provisions  of ERISA.  In the event of plan  termination,
participants will become 100% vested in their accounts.

Benefit  distributions are payable in monthly installments to the beneficiary or
in a lump sum, as elected by the  participant.  At December 31, 2000,  and 1999,
terminated  employees had  approximately  $703,184 and  $259,000,  respectively,
included in net assets available for plan benefits which were to be paid in 2001
and 2000, respectively.  The Plan pays all administrative expenses.  During 2000
administrative   expenses   totaled   $168,500  and  are  included  in  the  net
realized/unrealized   appreciation   in  fair  value  of   investments   in  the
accompanying Statement of Changes in Net Assets Available for Plan Benefits.

3.  Investments

At December 31, 2000, and 1999, the Plan's investments are held by SunTrust,  in
a bank-administered trust fund. SunTrust has authority for the purchase and sale
of investments based on participant discretion,  subject to certain restrictions
as specified in the trust agreement and in ERISA.

The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
                                                  2000                1999
                                         --------------------- -----------------
SunTrust common collective trusts:
  Classic Balanced Fund                       $ 3,700,449            $3,504,817
  Stable Asset Fund                             4,948,356             4,652,091
  500 Index Fund                                5,385,736                    --
Registered investment company fund:
  Vanguard 500 Index Fund                              --             5,685,920
O'Reilly Automotive, Inc. common stock
    Participant Directed                       12,034,985             8,376,525
O'Reilly Automotive, Inc. common stock
    Non-participant Directed                   17,899,934            11,686,247







                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan
                              (Modified Cash Basis)

                    Notes to Financial Statements (Continued)



3.       Investments (Continued)

During 2000, the Plan's investments (including  investments purchased,  sold, as
well as held,  during  the  year)  appreciated  (depreciated)  in fair  value as
follows:

                                                              Net Realized
                                                                  And
                                                               Unrealized
                                                              Appreciation
                                                             (Depreciation)
                                                            in Fair Value of
                                                               Investments
                                                         -----------------------
Year ended December 31, 2000
  Stable Asset Fund                                              $       84,981
  Classic 500 Index Fund                                               (269,894)
  Classic Investment Grade Bond Fund                                        851
  Classic Balanced Fund                                                  (5,397)
  Classic Capital Appreciation Fund                                     (22,604)
  Classic Life Vision-Moderate Growth                                      (389)
  Classic Life Vision-Growth & Income                                      (644)
  Classic Life Vision-Aggressive Growth                                  (4,035)
  Franklin Small Cap Growth Fund                                         (1,828)
  Vanguard 500 Index Fund                                              (374,483)
  Fidelity Advisor Growth Opportunities Fund                           (285,256)
  Janus Worldwide Fund                                                 (389,927)
  Janus Advisor Aggressive Growth Fund                                  (10,944)
  Classic Small Cap Fund                                                 19,510
  American Century Value Advisor Fund                                    17,325
  O'Reilly Automotive, Inc. common stock                              7,543,849
                                                         -----------------------
                                                                  $   6,301,113
                                                         =======================







                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan
                              (Modified Cash Basis)

                    Notes to Financial Statements (Continued)

4.  Non-participant Directed Investments

Information  about the net assets and the significant  components of the changes
in  net  assets  relating  to the  non-participant  directed  investments  is as
follows:

                                                       December 31,
                                                 2000               1999
                                         ---------------------------------------
Investments, at fair value:
O'Reilly Automotive, Inc. common stock           $ 17,899,934  $     11,686,247
                                         ---------------------------------------
                                                 $ 17,899,934  $     11,686,247
                                         =======================================


                                                                 Year Ended
                                                              December 31, 2000
                                                              ------------------
Changes in net assets:
  Contributions                                                $      2,859,627
  Net realized and unrealized appreciation in fair value              4,550,551
  Distributions to participants                                      (1,196,490)
                                                              ------------------
                                                                    $ 6,213,687
                                                              ==================


5.       Differences Between Financial Statements and Form 5500

The following is a  reconciliation  of net assets available for benefits per the
financial statements to the Form 5500:

                                                      2000              1999
                                                      ----              ----
Net assets available for benefits per
 the financial statements                     $    49,720,079   $    38,885,736
Miscellaneous receivables                                                87,807
Accrual for employer voluntary contribution
 to be received in the subsequent year              1,727,697         1,918,600
                                              ----------------------------------
Net assets available for benefits per the
  Form 5500                                   $    51,457,776   $    40,892,143
                                              ==================================





                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan
                              (Modified Cash Basis)

                    Notes to Financial Statements (Continued)


5.  Differences Between Financial Statements and Form 5500 (Continued)

The  following is a  reconciliation  of benefits  paid to  participants  per the
financial statements to the Form 5500:
                                                                  Year Ended
                                                              December 31, 2000
Benefits paid to the participants per
 the financial statements                                  $          2,111,508
Less: Amounts allocated on Form 5500 as out
 of year excess deferral                                                 (4,523)
                                                           ---------------------
Benefits paid to the participants per
 the Form 5500                                             $          2,106,985
                                                           =====================



6.  Income Tax Status

The Plan has received a determination  letter from the Internal  Revenue Service
dated February 7, 1995,  stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and,  therefore,  the related trust is
exempt  from  taxation.  Once  qualified,  the Plan is  required  to  operate in
conformity  with  the  Code to  maintain  its  qualification.  The Plan has been
amended  since  receiving  the  latest  tax  determination   letter.   The  Plan
Administrator  believes  the  Plan is  being  operated  in  compliance  with the
applicable requirements of the Code and the related trust is tax exempt.













                             Supplemental Schedules







12



                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan
                           EIN#-44-00618012 Plan#-002

                               Schedule H, Line 4i
           Schedule of Assets Held for Investment Purposes at End of Year


                                December 31, 2000




        Identify of Issue                          Number of Shares     Cost         Fair Value
-------------------------------------------------  ----------------  ----------- -------------------
                                                                               
SunTrust common and collective trusts*:
  Stable Asset Fund                                                 $2,089,869          $4,948,356
  Classic Investment Grade Bond Fund                                 1,340,390           1,390,665
  Classic Balanced Fund                                              2,798,593           3,700,449
  Classic Capital Appreciation Fund                                    286,564             263,891
  Classic Small Cap Fund                                               145,341             164,435
  Classic 500 Index Fund                                             5,654,277           5,385,736
  Classic Life Vision-Moderate Growth                                   25,928              25,551
  Classic Life Vision-Growth & Income                                   23,810              23,194
  Classic Life Vision-Aggressive Growt                                  36,471              32,581
Registered investment company funds:
  Fidelity Advisor Growth Opportunities Fund                         1,152,483             866,187
  Franklin Small Cap Growth Fund                                        20,117              18,945
  Janus Worldwide Fund                                               1,375,353           1,224,722
  Janus Advisor Aggressive Growth Fund                                  81,331              70,433
  American Century Value Advisor Fund                                  119,764             127,940
O'Reilly Automotive, Inc. common stock*            1,119,062        14,820,391          29,934,919
Participant loans (interest rates ranging
  from 8.75% to 10.5%)                                                      --           1,542,075

                                                          ---------------------- -------------------
                                                                    $29,970,682         $49,720,079
                                                          ====================== ===================



*Party-in-interest to the Plan









                            O'Reilly Automotive, Inc.
                         Profit Sharing and Savings Plan
                           EIN #-44-0618012 Plan #-002

                               Schedule H, Line 4j
                       Schedule of Reportable Transactions



                          Year ended December 31, 2000
                                                                                                            Current
Identity of Party                                                                              Cost of      Value of      Net Gain
Involved                      Description of Assets                Purchases       Sales       Assets        Assets        (Loss)
---------------------- ----------------------------------------- ------------- ----------- ------------- ------------- -------------
Category (iii) - Series of transactions in excess of 5% of
 plan assets
                                                                                                        

O'Reilly               O'Reilly Automotive, Inc. common stock     $6,826,767  $          --     $6,826,797    $6,826,797  $      --


O'Reilly               O'Reilly Automotive, Inc. common stock             --      4,498,468      4,947,076     4,498,468   (448,608)









There were no category (i), (ii) or (iv) reportable transactions during 2000.








Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-73892)  pertaining to the Profit Sharing and Savings Plan of O'Reilly
Automotive, Inc. of our report dated May 18, 2001, with respect to the financial
statements  and schedules of the O'Reilly  Automotive,  Inc.  Profit Sharing and
Savings  Plan  included  in this  Annual  Report  (Form 11-K) for the year ended
December 31, 2000.




                                                               Ernst & Young LLP

Kansas City, Missouri
June 25, 2001