SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 11 - K


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

                   For the fiscal year ended December 31, 2001

                                       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 8, 2002.

(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, 2001 and 2000, and the year ended
                                December 31, 2001
                       with Report of Independent Auditors

























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

                              Financial Statements
                                  and Schedules

                 December 31, 2001 and 2000, and the year ended
                                December 31, 2001




                                    Contents

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

Audited Financial Statements (Modified Cash Basis)

Statements of Net Assets Available for Plan Benefits...........................2
Statement of Changes in Net Assets Available for Plan Benefits.................3
Notes to Financial Statements..................................................4

Supplemental Schedules
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at
    End of Year...............................................................10
Schedule H, Line 4j - Schedule of Reportable Transactions.....................11



                         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, 2001 and 2000,  and the related
statement of changes in net assets  available for plan benefits  (modified  cash
basis) for the year ended December 31, 2001. 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, the financial statements and supplemental schedules were
prepared on the  modified  cash basis of  accounting,  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) as of December 31, 2001 and 2000, and the changes in net assets available
for plan benefits (modified cash basis) for the year ended December 31, 2001, 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 (modified
cash basis) 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 (modified cash basis) 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 8, 2002

                                       1

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

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

                                                         December 31,
                                                  2001                   2000
                                             -----------------------------------
                                                               
  Assets
  Investments, at fair value (Note 3)         $63,724,017            $49,720,079
                                             -----------------------------------
  Net assets available for benefits           $63,724,017            $49,720,079
                                             ===================================

See accompanying notes.

                                       2


                           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, 2001




                                                                 
 Additions:
   Investment income:
     Net realized and unrealized appreciation
      in fair value of investments (Note 3)                         $ 10,065,683
     Dividend and interest income                                        468,016
   Contributions:
        Employer                                                       2,655,246
        Employee                                                       3,815,812
                                                                ----------------
                                                                       6,471,058
                                                                ----------------
   Total additions                                                    17,004,757

 Deductions:
   Distributions to participants                                     (3,000,819)
                                                                ----------------
 Net increase                                                         14,003,938
 Net assets available for benefits, at beginning of year              49,720,079

                                                                ----------------
Net assets available for benefits, at end of year                   $ 63,724,017
                                                                ================



                             See accompanying notes.

                                       3


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

                          Notes to Financial Statements

                                December 31, 2001


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.

                                       4


                            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 4% 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,  2001,  the Plan  received  discretionary
contributions  from the Company amounting to $1,729,324,  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.  Total forfeitures at the end of 2001, amounting to
$749,008,  were  first  applied  to  administrative  expenses  and then  reduced
employer contributions.

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
five years.

                                       5

                            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 payments to the beneficiary or in a
lump sum,  as  elected by the  participant.  At  December  31,  2001,  and 2000,
terminated  employees had  approximately  $408,480 and  $703,184,  respectively,
included in net assets available for plan benefits which were to be paid in 2002
and 2001, respectively.  The Plan pays all administrative expenses. During 2001,
administrative   expenses   totaled   $229,759  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, 2001, and 2000, 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:


                                                     2001                2000
                                                 -------------------------------
                                                                
SunTrust common collective trusts:
  Classic Balanced Fund                          $ 3,978,469          $3,700,449
  Stable Asset Fund                                5,380,347           4,948,356
  500 Index Fund                                   4,988,900           5,385,736
Registered investment company fund:
O'Reilly Automotive, Inc. common stock            14,790,033          12,034,985
    Participant Directed
O'Reilly Automotive, Inc. common stock
    Non-participant Directed
                                                  25,961,178          17,899,934



                                       6


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

                    Notes to Financial Statements (Continued)



3.   Investments (Continued)

During 2001, 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, 2001
   Stable Asset Fund                                          $           64,875
   Classic 500 Index Fund                                              (682,255)
   Classic Investment Grade Bond Fund                                     49,007
   Classic Balanced Fund                                               (166,901)
   Classic Capital Appreciation Fund                                    (41,383)
   Classic Life Vision-Moderate Growth                                   (8,841)
   Classic Life Vision-Growth & Income                                   (1,613)
   Classic Life Vision-Aggressive Growth                                 (1,917)
   Franklin Small Cap Growth Fund                                       (29,435)
   Fidelity  Advisor Equity Income Fund                                 (46,339)
   Fidelity Advisor Growth Opportunities Fund                           (73,022)
   Janus Worldwide Fund                                                (325,907)
   Janus Advisor Aggressive Growth Fund                                (134,180)
   Classic Small Cap Fund                                                 45,636
   American Century Value Advisor Fund                                    23,933
   O'Reilly Automotive, Inc. common stock                             11,394,025
                                                         -----------------------
                                                              $       10,065,683
                                                         =======================


                                       7







                            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,
                                                        2001             2000
                                                    ----------------------------
                                                              
Investments, at fair value:
O'Reilly Automotive, Inc. common stock              $ 25,961,178    $ 17,899,934
                                                    ----------------------------
                                                    $ 25,961,178    $ 17,899,934
                                                    ============================


                                                                    Year Ended
                                                               December 31, 2001
                                                               -----------------
Changes in net assets:
  Contributions                                                 $      3,030,160
  Net realized and unrealized appreciation
    in fair value                                                      7,439,964
  Distributions to participants                                      (2,408,880)
                                                               -----------------
                                                                $      8,061,244
                                                               =================


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:


                                                         2001             2000
                                                        ------           ------
                                                             
Net assets available for benefits per
  the financial statements                       $  63,724,017     $  49,720,079
Accrual for employer voluntary contribution
  to be received in the subsequent year              2,201,499         1,737,697
                                                 -------------------------------
Net assets available for benefits per the
  Form 5500                                      $  65,925,516     $  51,457,776
                                                 ===============================




                                        8









                            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, 2001
                                                              ------------------
                                                            
Benefits paid to the participants per
  the financial statements                                     $       3,000,819
Amounts allocated on Form 5500 as
  corrective distributions                                                 6,391
Benefits paid to the participants per
  the Form 5500                                                $       3,007,210
                                                              ==================



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.  Subsequent to this issuance of the determination  letter,
the Plan was  amended.  Once  qualified,  the Plan is  required  to  operate  in
conformity with the Code to maintain its  qualification.  The Plan Administrator
believes  the  Plan  is  being  operated  in  compliance   with  the  applicable
requirements  of the  Code  and,  therefore,  believes  the Plan as  amended  is
qualified and the related trust is tax exempt.


                                       9








                             Supplemental Schedules








                            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, 2001

                                            Number of
      Identify of Issue                       Shares       Cost       Fair Value
--------------------------------------------------------------------------------
                                                            
SunTrust common and collective trusts*:
      Stable Asset Fund                                $ 2,546,273   $ 5,380,346
      Classic Investment Grade Bond Fund                 1,653,102     1,743,073
      Classic Balanced Fund                              3,312,005     3,978,469
      Classic Capital Appreciation Fund                    408,254       359,242
      Classic Small Cap Fund                               330,388       390,906
      Classic 500 Index Fund                             6,581,554     5,711,825
      Classic Life Vision-Moderate Growth                  254,187       244,994
      Classic Life Vision-Growth & Income                   65,323        63,134
      Classic Life Vision-Aggressive Growth                 51,606        47,927
Registered investment company funds:
      Fidelity Advisor Equity Income Fund                  781,842       743,946
      Franklin Small Cap Growth Fund                       294,530       270,859
      Janus Worldwide Fund                               1,807,745     1,375,068
      Janus Advisor Aggressive Growth Fund                 392,594       283,895
     American Century Value Advisor Fund                   308,639       339,070
O'Reilly Automotive, Inc. common stock*      1,117,390  16,526,603    40,751,212
Participant loans (interest rates ranging
  from 6.0% to 10.5%)                                           --     2,040,051

                                                      --------------------------
                                                       $35,314,645   $63,724,017
                                                      ==========================


*Party-in-interest to the Plan

                                       10




                            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, 2001


                                                                                                          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       $7,249,862     $       --       $7,249,862    $7,249,862         $       --


O'Reilly    O'Reilly Automotive, Inc. common stock               --      7,840,205        7,934,812     7,840,205           (94,607)





There were no category (i), (ii) or (iv) reportable transactions during 2001.


                                       11


                         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 8, 2002, 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, 2001.




                                                               Ernst & Young LLP

Kansas City, Missouri
June 25, 2002