UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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:

O’Reilly Automotive, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

March 19, 201018, 2011

Dear Shareholder:

You are cordially invited to attend the 20102011 Annual Meeting of Shareholders of O’Reilly Automotive, Inc. to be held at the Doubletree Hotel Springfield, 2431 North Glenstone Avenue, Springfield, Missouri 65803, on Tuesday, May 4, 2010,3, 2011, at 10:00 a.m. central time.

Details of the business to be conducted at the Annual Meeting are given in the attached Notice of Annual Meeting of Shareholders 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) 874-7161.

We look forward to seeing you at the Annual Meeting.

David E. O’Reilly

Chairman of the Board

O’REILLY AUTOMOTIVE, INC.

233 South Patterson

Springfield, Missouri 65802

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on May 4, 20103, 2011

Springfield, Missouri

March 19, 201018, 2011

The Annual Meeting of Shareholders of O’Reilly Automotive, Inc. (the “Company”), will be held on Tuesday, May 4, 2010,3, 2011, at 10:00 a.m. central time, at the Doubletree Hotel Springfield, 2431 North Glenstone Avenue, Springfield, Missouri 65803,65803.

The Annual Meeting is being held for the following purposes:

The Board of Directors has fixed the close of business on February 26, 2010,28, 2011, 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.postponements thereof. 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 office of the Corporate Secretary, Tricia Headley, at 2831 South Ingram Mill Road, Springfield, Missouri 65804, 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 course of the meeting.

Your vote is important to ensure a quorum at the meeting. Even if you own only a few shares, and whether or not you expect to be present at the meeting, we request you mark, date, sign and mail the enclosed proxy card in the postage-paid envelope provided or vote your shares by telephone or Internet as directed on the enclosed proxy card. Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close on Monday, May 3, 2010,2, 2011, at 11:59 p.m. eastern time.

A copy of the Company’s Annual Shareholders’ Report for fiscal year 20092010 accompanies this notice.

By Order of the Board of Directors,

Tricia Headley

Secretary

TABLE OF CONTENTS

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’sour shareholders to be held at the Doubletree Hotel Springfield, 2431 North Glenstone Avenue, Springfield, Missouri 65803, on Tuesday, May 4, 2010,3, 2011, at 10:00 a.m., central time, and at any adjournments thereof. Whether or not you expect to attend the meeting in person, please return your executed proxy card in the enclosed postage-paid envelope or vote via telephone or Internet, using the instructions discussed below and on the proxy card, 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 March 19, 2010.18, 2011.

Solicitation of proxies is being made by the Companyus and willmay be made by mail, electronic mail, telephone or fax. The cost of solicitation of proxies will be borne by the Companyus and will also include reimbursement paid to brokerage firms and others for their reasonable out-of-pocket expenses of forwarding solicitation materials to their principals. Additionally, the Company has engaged Georgeson Inc. (“Georgeson”) to assist in the solicitation of proxies for the Annual Meeting and estimates it will pay Georgeson a fee of approximately $15,000. The Company has also agreed to reimburse Georgeson for reasonable administrative and out-of-pocket expenses incurred in connection with the proxy solicitation and indemnify Georgeson against certain losses, costs and expenses.

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

What is the purpose of the Annual Meeting?

At our Annual Meeting, shareholders will act upon the matters described in the accompanying notice of meeting. In addition, our management will report on O’Reilly Automotive’sAutomotive Inc.’s performance during fiscal 20092010 and respond to questions from shareholders.

When and where will the 20102011 Annual Meeting be held?

The 20102011 Annual Meeting will be held at the Doubletree Hotel Springfield, 2431 North Glenstone Avenue, Springfield, Missouri 65803, on Tuesday, May 4, 2010,3, 2011, at 10:00 a.m. central time.

What is a “shareholder of record”?

A shareholder of record is a shareholder whose ownership of the Company’sour common stock is reflected directly on the books and records of the Company’sour transfer agent, Computershare Trust Company, N.A.

What is the record date for the Annual Meeting?

The record date is February 26, 2010.28, 2011. Shareholders of record at the close of business on February 26, 2010,28, 2011, will be entitled to vote at the Annual Meeting. Each share of common stock will have one vote on each matter to be voted upon.

Which O’Reilly shares are included in the proxy card I received?

The proxy card you received covers the number of common shares to be voted in your account as of the record date.

What matters will be voted on at the Annual Meeting?

At the Annual Meeting, shareholders will be asked to vote on the following proposals, which were solicited by the Board of Directors:

May I vote with my proxy card in person at the Annual Meeting?

If you wish to vote your shares in person at the Annual Meeting, you may bring a signed proxy card with your choices specified by marking the appropriate boxes on the card.

May I vote without attending the Annual Meeting?

If you do not plan to attend the meeting, you have three additional options to vote your shares:

If you choose to vote on the proxy cardInternet or by markingtelephone, please note the appropriate boxes. Sharesvoting will be voted by your written instructions; however, it is not necessary to mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations, outlined further below.

Instead of returning a signed proxy card, you may also vote your shares via telephone or Internet by following the instructionsclose at 11:59 PM eastern time, on the materials enclosed.May 2, 2011.

If you do not attend the Annual Meeting, your shares cannot be voted unless a signed proxy card is returned, shares are voted using the Internet or the telephone, or other specific arrangements have been made to have your shares represented. Whether or not you attend the meeting, we encourage you to vote your shares promptly.

May I vote with my proxy card in person at the Annual Meeting?

If you wish to vote your shares in person at the Annual Meeting, you may bring a signed proxy card with your choices specified by marking the appropriate boxes on the card.

May I change my vote after I submit my proxy?

Yes, youYou may change your vote.vote after submitting a proxy card. 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 at our principal office at any time prior to the voting of the proxy. Our principal executive office is located at 233 South Patterson, Springfield, Missouri 65802.

What mattersAre my votes confidential?

All shareholder meeting proxies, ballots and tabulations that identify the vote of a particular shareholder will be voted on atkept confidential, except as necessary to allow the Annual Meeting?

Atinspectors of election to certify the Annual Meeting, shareholdersvoting results or to meet legal requirements. Representatives of Broadridge Financial Solutions (“Broadridge”) will be asked to vote onact as the following proposals, which were solicited byinspector of election and will count the Board of Directors:votes.

How will my vote be counted?

All votes will be tabulated by Broadridge Financial Solutions (“Broadridge”).Broadridge. 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 signed and returned proxy card, the shares will be voted by the persons named in the enclosed proxy card as follows:

The Board of Directors is not aware of any matter to be presented for action at the Annual Meeting other than the matters set forth herein. TheOur shareholders of the Company have no dissenter’s or appraisal rights in connection with any of the proposals described herein.

No nominee has indicated that he or she would be unable or unwilling 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 persons 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.

Are my votes confidential?

All shareholder meeting proxies, ballots and tabulations that identify the vote of a particular shareholder will be kept confidential, except as necessary to allow the inspectors of election to certify the voting results or to meet legal requirements. Representatives of Broadridge will act as the inspector of election and will count the votes.

May I contact O’Reilly’s Transfer Agent?

You may contact our transfer agent either by writing Computershare Trust Company, N.A., Post Office Box 43078, Providence, Rhode Island 02940, or by telephoning at (800) 884-4225.

What constitutes a quorum?

On February 26, 2010,28, 2011, there were 137,596,970140,849,493 shares of Common Stock outstanding, which constitute all of the outstanding shares of theour voting capital stock of the Company.stock. A majority of the outstanding shares entitled to vote at the Annual Meeting, represented in person or by proxy, will constitute a quorum at the meeting. The affirmative vote of a majority 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 that are marked “WITHHOLD AUTHORITY” with respect to the election of all persons or any person to serve on the Board of Directors or for which no direction is given, will be considered in determining whether the requisite number of affirmative votes are cast on such matter. Accordingly, such proxiesProxies marked “WITHHOLD AUTHORITY” 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.

TheIn voting on Proposals 2 (Executive Compensation) and 4 (Ratification of Auditors), the vote required for the other proposals described in this Proxy Statement and 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 or the Company’s Restatedour Articles of Incorporation, as amended, or Amended and Restated Bylaws, as amended, require a greater vote. Shares presentof Common Stock represented by proxies which are marked “Abstain,” proxies on which no direction on the proposal is provided or proxies which are marked to deny discretionary authority on other matters will be counted for the purpose of determining the number of shares represented by proxy at the meeting that abstain (includingmeeting. Abstentions and proxies that deny discretionary authority on any matters properly brought before the meeting) will be counted as shares present and entitled to vote and willthus have the same effect as if the shares of Common Stock were voted against such proposal to ratify the appointment of the independent registered public accounting firm and against the proposal to approve the Company’s executive compensation, respectively. With regard to Proposal 3 (Say on Pay), there is no standard for determining which frequency has been “adopted” by shareholders. If none of the alternatives receives a majority vote, the alternative that receives the most votes will be deemed approved by shareholders. You may vote in favor of these proposals, against these proposals or abstain from voting. Proxies marked or voted “abstain” on the proposal regarding the frequency of future advisory votes on executive compensation will not be counted as a vote againstfor any of the three options, and the Board of Directors shall determine the impact of such matter.votes.

While counted for quorum purposes, shares represented by a proxy as to which there is a “broker non-vote” (for example, where a broker does not have discretionary authority to vote the shares) as to one or more matters to be voted on shall not be deemed represented at the meeting for purposes of such matter or matters and, therefore, will have no effect thereon.

How does the Board of Directors recommend I vote?

The Board of Directors recommends a vote “for”“FOR” each of the Class IIIII nominees. The Board of Directors recommends a vote “for”“FOR” the proposal to ratifyapproval, by an advisory (non-binding) vote, of the 2010 compensation of our Named Executive Officers. The Board of Directors recommends a vote for the selection, by an advisory (non-binding) vote, of conducting future advisory (non-binding) votes on executive compensation every “THREE YEARS” (triennial). The Board of Directors recommends a vote “FOR” the ratification of the selection of Ernst & Young, LLP, as our independent auditors for the year ending December 31, 2010.2011.

Are the Notice, Proxy Statement and Annual Report available on the Internet?

The Notice and Proxy Statement and Annual Report are available atwww.proxyvote.com. The required control number can be found on your proxy card in the box next to the arrow.

Where may I find the voting results of the Annual Meeting?

The Company plansWe plan to announce the preliminary voting results at the Annual Meeting and plan to publish the final results in a Form 8-K filed with the Securities and Exchange Commission within four business days following the Annual Meeting.

Will a proxy solicitor be used?

Yes, the Company hasWe have not engaged Georgesona third party proxy solicitor to assist in the solicitation of proxies for the 2011 Annual Meeting and estimates it will pay Georgeson a fee of approximately $15,000. The Company has also agreed to reimburse Georgeson for reasonable administrative and out-of-pocket expenses incurred in connection with the proxy solicitation and indemnify Georgeson against certain losses, costs and expenses.Shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of December 31, 2009,2010, with respect to each person (other than management) known to the Company to be the beneficial owner of more than five percent (5%) of ourits outstanding shares of Common Stock.

(2)

As reflected on such beneficial owner’s Schedule 13G dated February 16, 2010, provided to the Company in accordance with the Exchange Act. Janus Capital (“Janus”) has a direct 91.8% ownership stake in INTECH Investment Management (“INTECH”) and a direct 77.8% ownership stake in Perkins Investment Management LLC (“Perkins”). Due to the above ownership structure, holdings for Janus Capital, Perkins and INTECH are aggregated for purposes of this filing. Janus Capital, Perkins and INTECH are registered investment advisers, each furnishing investment advice to various investment companies registered under Section 8 of the Investment Company Act of 1940 and to individual and institutional clients (collectively referred to herein as “Managed Portfolios”). As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Perkins may be deemed to be the beneficial owner of 1,904,129 shares or 1.3% of the shares outstanding of O’Reilly Common Stock held by such Managed Portfolios. However, Perkins does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, INTECH may be deemed to be the beneficial owner of 5,703,881 shares or 4.2% of the shares outstanding of O’Reilly Common Stock held by such Managed Portfolios. However, INTECH does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. Of the 7,608,010 shares reported, Janus claimed no sole voting power, shared voting power of 7,608,010 shares, no sole dispositive power and shared dispositive power of 7,608,010 shares.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth, as of February 26, 2010,28, 2011, the beneficial ownership of the Company’s outstanding shares of common stock for each current Director (including currently nominated existing Directors), each of the Company’s Named Executive Officers and all Directors and executive officers named in theSummary Compensation Table set forth herein and the executive officers and Directors as a group, of the outstanding common stock.group. Unless otherwise indicated, the Company believes that the beneficial owners set forth in the following table have sole voting and investmentdispositive power.

* denotes less than 1.0%

(d)	The stated number of indirectly owned shares includes 15,89719,917 shares owned by Lawrence P. O’Reilly’s spouse and 74,28837,548 shares held in a GRAT. A portion of Mr. O’Reilly’s directly owned shares are heldpledged against a line of credit with Credit Suisse.credit.

PROPOSAL 1 – ELECTION OF CLASS IIIII DIRECTORS

Information about the Nominees and Directors Continuing in Office

The Company’s AmendedBylaws, as amended, and Restated Bylaws and Restated Articles of Incorporation, currentlyas amended, 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 IIII and Class III Directors expire in 20112012 and 2012,2013, respectively. The Board of Directors has nominated Lawrence P.David E. O’Reilly, Rosalie O’Reilly-Wooten,Jay D. Burchfield and Thomas T. HendricksonPaul R. Lederer as Class IIIII Directors for a term expiring at the Company’s annual shareholders’ meetingAnnual Meeting of our Shareholders in 2013.2014.

The following table lists (i) the business experience and principal occupation for at least the last five years of each of the nominees and the present Directors continuing in office, (ii) his or her present positions and offices with the Company, as applicable, (iii) the year in which he or she was first was elected or appointed a Director (each serving continuously since first elected or appointed, unless otherwise stated), (iv) his or her age, and(v) his or her directorships for at least the last five years in any company with a class of securities registered pursuant to Section 12 or subject to the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, or in any company registered as an investment company under the Investment Company Act of 1940 (as specifically noted)., as applicable and (vi) the qualifications or skills, which the Director possesses, that qualify him or her for service on the Company’s Board.

Thomas T. Hendrickson		55		Chief Administrative Officer, Chief Financial Officer and Treasurer for The Sports Authority, Inc., the parent of retailer “Sports Authority”, since 2003; Director of Sports Authority, since 2006. From 1998 to 2003, Mr. Hendrickson held the positions of Executive Vice President and Chief Financial Officer, and Treasurer of Gart Sports Company until its merger with Sports Authority in 2003. He was Vice President of Finance, Senior Vice President, and Executive Vice President and Chief Financial Officer of Sportmart, Inc. from 1993 to 1997. From 1987 to 1993, Mr. Hendrickson was employed as a Divisional Vice President and Controller of Millers Outpost Stores, a retailer specializing in apparel to young consumers. Mr. Hendrickson is a Certified Public Accountant and has over 28 years of retail business experience. Mr. Hendrickson was nominated as a Director because, among his other qualifications, he possess experience and expertise in the retail industry and in the accounting and finance areas including experience as a chief financial officer.		Nominated in February of 2010
				Directors Continuing in Office - Class III
				(Term Expiring in 2011)
David E. O’Reilly		60		Chairman of the Board from February 2005 to current; Co-Chairman of the Board from August 1999 to February 2005; Chief Executive Officer from March 1993 to February 2005; President of the Company from March 1993 to August 1999; Vice President of the Company from 1975 to March 1993. Mr. O’Reilly was last re-nominated as a Director because, among his other qualifications, he possess experience and expertise in the Company’s operations, in the automotive aftermarket industry and in strategic business development.		1972
Jay D. Burchfield		63		Chairman of the Board and Director of Trust Company of the Ozarks since April 1998; Director of Banyan Group, Inc., a clinical research organization, since January 1998; Director of Quest Capital Alliance since January 2002; Director of Heart of America Beverage, a Miller/Coors distributor in Missouri and Oklahoma, since January 2003; Director of Intuitive Medical Software, an electronic medical records provider, since January 2008; appointed as Director of Primary Care Education in 2009; appointed as Director and Treasurer of the I-470 Community Improvement District, a tax increment financing plan to develop road infrastructure in Lee’s Summit, MO, in 2009. Mr. Burchfield’s career has spanned more than 35 years in the banking and financial services industry. Mr. Burchfield was last re-nominated as a Director because, among his other qualifications, he possess experience and expertise in banking industry, in strategic business development and in executive compensation and leadership development.		1997

Directors Continuing in Office - Class I
(Term Expiring in 2012)
Charles H. O’Reilly Jr. Director since 1966 Age: 71		Retired from active Company management in February 2002 and has served as a consultant to the Company pursuant to a retirement agreement since that time. Vice-Chairman of the Board since August 1999; Chairman of the Board from March 1993 to August 1999; President and Chief Executive Officer of the Company from 1975 to March 1993. Mr. O’Reilly was last re-nominated as a Director because, among his other qualifications, he possesses 53 years of experience and expertise in the Company’s operations and in the automotive aftermarket industry, as well as experience in strategic business development, real estate investment and risk management and assessment.
John Murphy Director since 2003 Age: 60		Served as Senior Vice President and Chief Financial Officer of Smurfit-Stone Container Corporation, a leading manufacturer of paperboard and paper-based packaging products, from 2009 to 2010. Served as President and Chief Executive Officer of Accuride Corporation and a member of its Board of Directors until 2008; served as Accuride’s President and Chief Operating Officer during 2007; served as President and Chief Financial Officer during 2006, and as Executive Vice President/Finance and Chief Financial Officer of Accuride from 1998 to 2006. (Accuride Corporation filed Chapter 11 bankruptcy in October of 2009, emerging in 2010); Mr. Murphy was elected as a director and audit committee member of Graham Packaging in February of 2011. Mr. Murphy holds a Bachelor of Science in Accounting from Pennsylvania State University and Master Of Business Administration from University of Colorado, and is a Certified Public Accountant. Mr. Murphy was last re-nominated as a Director because, among his other qualifications, he possesses experience and expertise in the automotive aftermarket industry and in the accounting and finance areas including experience as a chief financial officer. Mr. Murphy also possesses experience in enterprise risk management and assessment, as well as experience in restructuring and mergers and acquisitions.
Ronald Rashkow Director since 2003 Age: 70		Founder, CEO, and chairman of Handy Andy Home Improvement Centers, a retail chain with 72 stores in eight Midwest states. Mr. Rashkow currently is CEO and Principal of RPMS, Inc. a strategic consulting enterprise. Current advisory boards include Hilco Trading, among the largest asset liquidation companies in the country, and RTC a specialty retail fixturing and merchandising company. Mr. Rashkow is currently chairman of the Knapp Entrepreneurial Center advisory board at the University of IIT. Additional activities include substantial interests in retail commercial shopping center investments and development. Mr. Rashkow was last re-nominated as a Director because, among his other qualifications, he possesses experience and expertise in the retail industry, executive compensation, risk management, operations as a chief executive officer and advisory services to retail companies and private equity groups focused on retail companies.

Paul R. Lederer		70		Lead Director from 2002 to current; Retired October 1998; Executive Vice President of Worldwide 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: MAXIMUS, Dorman Products, UCI, Inc. and Proliance (ceased being a director for Proliance during 2009). Mr. Lederer had been a Director of the Company from April 1993 to July 1997 and was appointed again as a Director in 2001. Mr. Lederer was last re-nominated as a Director because, among his other qualifications, he possess experience and expertise in the automotive aftermarket industry, in operations and governance as a chief executive officer and director.		2001
				Directors Continuing in Office - Class I
				(Term Expiring in 2012)
Charles H. O’Reilly, Jr.		70		Retired from active Company management, February 2002 and has served as a consultant to the Company pursuant to a retirement agreement since that time. Vice-Chairman of the Board since August 1999; Chairman of the Board from March 1993 to August 1999; President and Chief Executive Officer of the Company from 1975 to March 1993. Mr. O’Reilly was last re-nominated as a Director because, among his other qualifications, he possess experience and expertise in the Company’s operations, in the automotive aftermarket industry and in strategic business development.		1966
John Murphy		59		Served as Senior Vice President and Chief Financial Officer of Smurfit-Stone Container Corporation, a leading manufacturer of paperboard and paper-based packaging products, from 2009 to 2010. Served as President and Chief Executive Officer of Accuride Corporation and a member of its Board of Directors until 2008; served as Accuride’s President and Chief Operating Officer during 2007; served as President and Chief Financial Officer during 2006, and as Executive Vice President/Finance and Chief Financial Officer of Accuride from 1998 to 2006. (Accuride Corporation filed Chapter 11 bankruptcy in October of 2009, emerging in 2010); Mr. Murphy holds a Bachelor of Science in Accounting from Pennsylvania State University and Master Of Business Administration from University of Colorado, and is a Certified Public Accountant. Mr. Murphy was last re-nominated as a Director because, among his other qualifications, he possess experience and expertise in the automotive aftermarket industry and in the accounting and finance areas including experience as a chief financial officer.		2003

Ronald Rashkow		69		Founder, CEO, and chairman of Handy Andy Home Improvement Centers a retail chain with 72 stores in eight Midwest states. Mr. Rashkow currently is CEO and Principal of RPMS, Inc. a strategic consulting enterprise. Current advisory boards include Hilco Trading, among the largest asset liquidation companies in the country, and RTC a specialty retail fixturing and merchandising company. Mr. Rashkow is also a member of the IIT-Knapp Entrepreneurial Center advisory board. Additional activities include substantial interests in retail commercial shopping center investments and development. Mr. Rashkow was last re-nominated as a Director because, among his other qualifications, he possess experience and expertise in the retail industry, in executive compensation and in operations as a chief executive officer.		2003

Rosalie O’Reilly-Wooten Director since 1980 Age: 69		Retired from active Company management in February 2002 and has served as a consultant to the Company pursuant to a retirement agreement since that time. Executive Vice President of the Company from March 1993 to February 2002 where she managed Telecommunications, Risk Management and Human Resources. Currently serving on the Ozarks Greenways Board of Directors, CASA Advisory Board, Breast Cancer Foundation of the Ozarks Advisory Board, Missouri Council for the Arts Board and Drury University Board of Trustees. Ms. Wooten was last re-nominated as a Director because, among her other qualifications, she possesses 30 years of experience and expertise in the Company’s operations, in the automotive aftermarket industry and experience in leadership development, risk management and human resources.
Thomas T. Hendrickson Director since 2010 Age: 56		Chief Administrative Officer, Chief Financial Officer and Treasurer for The Sports Authority, Inc., the parent of retailer “Sports Authority”, since 2003; Director of Sports Authority since 2006. From 1998 to 2003, Mr. Hendrickson held the positions of Executive Vice President and Chief Financial Officer, and Treasurer of Gart Sports Company until its merger with Sports Authority in 2003. He was Vice President of Finance, Senior Vice President, and Executive Vice President and Chief Financial Officer of Sportmart, Inc. from 1993 to 1997. From 1987 to 1993, Mr. Hendrickson was employed as a Divisional Vice President and Controller of Miller’s Outpost Stores, a retailer specializing in apparel to young consumers. Mr. Hendrickson is a Certified Public Accountant and has over 28 years of retail business experience. Mr. Hendrickson was last nominated as a Director because, among his other qualifications, he possesses experience and expertise in the retail industry, risk assessment and in the accounting and finance areas including experience as a chief financial officer.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE CLASS IIIII NOMINEES.

INFORMATION CONCERNING OURTHE BOARD OF DIRECTORS

Director Independence

Rules of the Nasdaq Stock Market (the “Nasdaq”) require that a majority of the Board of Directors be “independent,” as defined in Rule 5605(a)(2) of the National Association of Securities Dealers listing standards (the “NASD Rule”)“independent”. Under the NASD Rule,Nasdaq rules, a director is independent if he or she is not an officer or employee of the Company and does not have any relationship with the Company which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has reviewed the independence of its Directors under the NASD Rule.Nasdaq rules. During this review, the Board considered transactions and relationships between each Director or any member of his or her family and the Company including all legal and other fees paid to Husch Blackwell Sanders, LLC, where Joe C. Greene was of counsel, prior to his death in 2009. During 2009, the Company paid Husch Blackwell Sanders, LLC, $47,030 for legal and other fees incurred. .during 2010. Consistent with these considerations, the Board has determined that Messrs. Burchfield, Hendrickson, Lederer, Murphy Lederer,and Rashkow and Burchfield are independent under the NASD Rule. The Board had also determined that Joe C. Greene, a member of the Company’s Board of Directors until his death on May 8, 2009, was independent under the NASD rule.

In May of 2009, as a result of Mr. Greene’s death, the Company received notice from the NASDAQ Stock Market (“Nasdaq”) that it was no longer in compliance with Nasdaq Listing Rule 5605, which requires that a majority of the board of directors be comprised of independent directors. The company currently has eight directors, only four of which qualify as independent. In accordance with Nasdaq Listing Rule 5605(b)(1)(A), the Company has a “cure period” of until the next annual shareholders’ meeting to regain compliance. The Board has nominated Thomas T. Hendrickson to serve as a Class II Director to be elected at the 2010 Annual Shareholders’ Meeting. The Board has determined that Mr. Hendrickson is independent under the NASD Rule.rules.

Family Relationships

Charles H. O’Reilly, Jr., Rosalie O’Reilly-Wooten, Lawrence P. O’Reilly and David E. O’Reilly, Directors of the Board, are siblings.

Leadership Structure

The Company’s leadership structure, within its Board of Directors, consists of a Chairman of the Board, two Vice Chairmen of the Board, a Lead Director, an Audit Committee, a Corporate Governance/Nominating Committee and a Compensation Committee. The Lead Director also serves on the Audit Committee, the Compensation Committee and as Chairman of the Corporate Governance/Nominating Committee. All Committee members are independent Directors. Our Amended and RestatedDirectors, under the Nasdaq rules. The Company’s Bylaws, as amended, permit the positions of Chairman of the Board and Chief Executive Officer to be held by the same person. However, the Board has historically believed that these roles and their attendant responsibilities should be separate and fulfilled by two separate individuals. We believeThe Company believes having separate roles allows ourits Board to effectively provide guidance to and oversight of ourits management. In 2005, the Corporate Governance/Nominating Committee recommended and the Board approved the appointment of David E. O’Reilly to serve in the role of Chairman of the Board of the Company. The appointment was made in recognition of the substantial role Mr. O’Reilly plays in the development of the Company’s strategic initiatives. The appointment of Mr. O’Reilly as Chairman of the Board did not alter Gregory L. Henslee’s duties and responsibilities as our Chief Executive Officer.Officer of the Company.

Lead Director

Following the passage of the Sarbanes-Oxley Act of 2002 and in the interest of sound corporate governance, the Board has adopted a practice of appointing a Lead Director who is charged with acting as a liaison among other directors,Directors, with management and between board committees and the Board. The Lead Director could also preside at Board meetings in the absence of the Chairman. This position improves the functionality of the Board and its Committees and aids in the fiduciary obligations each directorDirector has to the Company and its shareholders. Paul R. Lederer has served as Director, Executive Vice President and Chief Operating Officer within the automotive aftermarket and has over 40 years of experience in this industry. Based upon Mr. Lederer’s experience, qualifications and skills, in 2002, the Corporate Governance/Nominating Committee nominated, and the Board of Directors approved, Mr. Lederer to serve as Lead Director.

Meeting Attendance

During fiscal year 2009,2010, four regularly scheduled meetings of the Board of Directors were held. During such year, each Director attended (i) 100% of the total number of meetings of the Board of Directors held during the period for which he or she has served as a Director, with the exception of Lawrence P. O’Reilly, who attended 75% of the meetings, and (ii) 100% of 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.served, with the exception of Ronald Rashkow, who attended 86% of the meetings.

Committees of the Board

The Board of Directors has three standing committees, the Audit Committee, the Compensation Committee and the Corporate Governance/Nominating Committee. Each committee is governed by its owna written charter and is comprised solely of independent directors in accordance with the Nasdaq Stock Market Listing Qualifications. Charters for each committee are available on the Company’s website atwww.oreillyauto.com, and can be obtained free of charge by written request to the attention of the Secretary at the Company’s address appearing on the first page of this proxy statement or by telephone at (417) 874-7161.

Current committee membership, including the committee chairperson, is identified in the below table:

As explained above, Charles H. O’Reilly, Jr., Rosalie O’Reilly-Wooten, Lawrence P. O’Reilly and David E. O’Reilly do not qualify as independent directors; therefore, they do not participate on any committee of the Board.

Audit Committee

The Company’s standing Audit Committee was established in accordance with Section (3)(a)(58)(A) of the Exchange Act. The Audit Committee is responsible for reviewing reports of the Company’s financial results, audits and internal controls, including the Company’s Internal Audit Department, and communicating the results of these evaluations to management. The Audit Committee recommends the engagement of independent auditors, confers with the external auditors regarding the adequacy of ourthe Company’s financial controls and fiscal policy in accordance with generally accepted auditing standards and directs changes to financial policies or procedures as appropriate. The Committee also reviews the procedure of the independent registered public accounting firm for ensuring its independence with respect to the services performed for the company.Company.

The Board has determined that each member of the Audit Committee is “independent” pursuant to the NASD Rule,Nasdaq rules, as well as the independence requirements for audit committee members under Rule 10A-3 promulgated under the Exchange Act. In addition, the Board has determined that Mr. Murphy a memberand Mr. Hendrickson, members of the Audit Committee, isare both qualified as an audit committee financial expert, as that term is defined in the rules of the Securities and Exchange Commission.Commission (“SEC”). During fiscal year 2009,2010, eight Audit Committee meetings were held. OurThe Company’s Audit Committee Charter may be viewed on ourits website atwww.oreillyauto.com.

Compensation Committee

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 Committee has responsibility for defining and articulating the Company’s overall executive compensation philosophy, and administering and approving all elements of compensation for elected executive officers. The Committee is directly responsible for reviewing and approving the corporate goals and objectives relevant to the Chairman and CEO’s compensation, evaluating his performance based on those goals and objectives, and determining and approving the Chairman and CEO’s compensation level based on this evaluation. The Company’s Human Resources Department works directly with the Compensation Committee to assist in making recommendations to the Committee for the Chairman and CEO’s total compensation. The Compensation Committee also oversees the grants and related actions under the Company’s various equity plans.

The Committee has the authority to retain consultants and advisors as it may deem appropriate in its discretion. The Committee utilizes third party compensation survey data and has engaged outside consultant advisors and consultants in the past and will do so in the future in order to achieve its goal of attracting and retaining executive officers who contribute to the long-term success of the Company. In 2010, the Committee retained Buck Consultants (“Buck”) for compensation advisory services. As part of the engagement, Buck provided the Committee with assessments of the Company’s executive compensation program including, among other things, a review of total compensation philosophy, a definition of the Company’s peer group, an assessment of short and long-term incentive plans with regard to alignment, risk and pay for performance including recommendations for target incentive opportunity, the relationship between current pay practices and the Company’s total compensation strategy, share ownership guidelines and the effectiveness of designing executive incentive compensation plans to drive financial performance and creating alignment with ownership interests. During fiscal year 2009, four2010, six Compensation Committee meetings were held. OurThe Company’s Compensation Committee Charter may be viewed on ourits website atwww.oreillyauto.com.

Corporate Governance/Nominating Committee

The principal purposes of the Corporate Governance/Nominating Committee are: (1) to establish criteria for the selection of Directors and to recommend to the Board the nominees for Director in connection with the Company’s annual meetingAnnual Meeting of our shareholders; (2) to take a leadership role in shaping the Company’s corporate governance policies and to issue and implement the Corporate Governance Principles of the Company; (3) to develop and coordinate annual evaluations of the Board, its committees and its members; and (4) to adhere to all legal standards required by the Securities and Exchange CommissionSEC and Nasdaq. During fiscal year 2009,2010, four Corporate Governance/Nominating Committee meetings were held. OurThe Company’s Corporate Governance Principles may be viewed along with the Corporate Governance/Nominating Committee Charter on ourits website atwww.oreillyauto.com.

The Corporate Governance/Nominating Committee does not have a written policy on the consideration of Director candidates recommended by shareholders. It is the view of the Board of Directors that all candidates, whether recommended by a shareholder or the Corporate Governance/Nominating Committee, shall be evaluated based on the same established criteria for persons to be nominated for election to the Board and its committees. The established criteria for persons to be nominated for election to the Board and its committees, taking into account the composition of the Board as a whole, at a minimum, includes (a) a candidate’s qualification as “independent” under the federal securities laws and the rules and regulations of the Securities and Exchange CommissionSEC and Nasdaq applicable to the Board and each of its committees; (b) depth and breadth of experience within the Company’s industry and otherwise; (c) outside time commitments; (d) special areas of expertise; (e) accounting and financefinancial knowledge; (f) business judgment; (g) leadership ability; (h) experience in developing and assessing business strategies; (i) corporate governance expertise; (j) risk management skills; and (k) for incumbent members of the Board, the past performance of the incumbent director. The Corporate Governance/Nominating Committee’s methods for identifying candidates for election to ourthe Company’s Board include the solicitation of possible candidates from a number of sources, including from members of ourits Board, ourits executives, individuals personally known to the members of ourits Board and other research. The Board believes it is best qualified to evaluate candidates based on its knowledge of the Company’s business structure and the Corporate Governance/Nominating Committee may retain one or more third-party search firms to identify suitable candidates.

Shareholder Nominations

A shareholder who desires to nominate one or more persons for election as directors shall deliver “timely notice” (as defined in Section 12, Article II of the Company’s Amended and Restated Bylaws)Bylaws (“Bylaws”) of the shareholder’s intent to make such nomination or nominations, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company at the Company’s address appearing on the first page of this proxy statement. SuchIn accordance with Section 13, Article II of the Bylaws, such notice shall set forth: (a) the name and address of record of the shareholder who intends to make the nomination; (b) the class and number of shares of the capital stock that are beneficially owned by the shareholder on the date of such notice; (c) the name, age, business and residential addresses, and principal occupation or employment of each proposed nominee; (d) a description of all arrangements or understandings between the shareholder and each nominee, and other arrangements or understandings known to the shareholder, pursuant to which the nomination or nominations are to be made by the shareholder; (e) any other information regarding each proposed nominee that would be required to be included in a proxy statement filed with the Securities and Exchange Commission;SEC; and (f) the written consent of each proposed nominee being so named to serve as a Director of the Company. The presiding officer of a meeting may, if the facts warrant, determine at the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should make that determination, he or she shall so declare at the meeting, and the defective nomination shall be disregarded.

Thomas T. Hendrickson was nominated to the Board of Directors as a Class II Director on February 11, 2010, to replace Mr. Greene’s open position. Potential candidates were solicited from members of the Board, the Company’s executives, individuals personally known to the members of our Board, shareholder nominations and a third-party search firm. The Board interviewed several solicited candidates who were evaluated based on the established criteria for persons to be nominated, as listed above. The Board believes Mr. Hendrickson meets the established criteria and he is the best qualified candidate for election to the Board. Mr. Hendrickson is a new nominee for election to the Board this year. His nomination is recommended by the Corporate Governance/Nominating Committee and approved by the Board.

Certain Business Relationships

Joe C. Greene, a director of the Company and a member of the Corporate Governance/Nominating Committee through May 8, 2009, his date of death, was of counsel in the law firm of Husch Blackwell Sanders LLC, which has provided legal services to the Company and is expected to continue to provide legal services to the Company in the future. We believe that the terms of the legal services provided by Husch Blackwell Sanders LLC were no less favorable to the Company than those that would have been available to the Company in comparable transactions with unaffiliated parties.

Director Attendance of Annual Meeting

We strongly encourage,The Company encourages, but dodoes not require, the members of ourits Board of Directors to attend the Annual Meeting of our Shareholders. All members of the Board of Directors attended the Company’s 20092010 Annual Meeting of Shareholders.our Shareholders, with the exception of John Murphy.

Risk Oversight

It is management’s responsibility to manage risk and bring to the Board of Directors’ attention the most material risks to the Company. The Board of Directors has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. In its oversight role, the Board of Directors annually reviews the Company’s strategic plan, which addresses, among other things, the risks and opportunities facing the Company. A quarterly risk overview is provided to the Board by the Company’s General Counsel and the Company’s Vice President of Treasury and Risk Management, which details the Company’s current and future litigation and self insurance risks and risk exposures. The Board has delegated certain risk management oversight

responsibility to the Board committees. As part of its responsibilities as set forth in its charter, the Audit Committee is responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s risk assessment and risk management policies. The Audit Committee reviews, with management, the Company’s financial performance and financing arrangements and meets with the Company’s external auditors to review the Company’s compliance with all applicable financial reporting and Sarbanes-Oxley requirements. The Corporate Governance/Nominating Committee reviews the Company’s corporate governance guidelines and their implementation and reviews the Corporate Risk Assessment and Management Status Report. This report identifies the material business risks (including strategic and operational) for the Company as a whole and identifies the controls that respond to and mitigate those risks. The Corporate Governance/Nominating Committee also receives a Fraud Risk Assessment report from management which reviews the Company’s Code of Conduct and Ethics program compliance as well as the Company’s TIPS Hotline and Corporate policies and procedures. The Compensation Committee has overall responsibility for executive officer succession planning and reviews succession plans each year. The Compensation Committee also reviews total compensation for the Company’s management and executives including base salary, incentive compensation, benefits, and perquisites to ensure they are market competitive and consistent with the Company’s performance goals and insuresensures that the compensation plans and arrangements do not create inappropriate risks. Each committee regularly reports to the full Board.

Board Diversity

The Board of Directors does not have a formal policy on Board diversity as it relates to the selection of nominees for the Board. The Board believes that while diversity and variety of experiences and viewpoints represented on the Board should always be considered, a Director nominee should not be chosen nor excluded solely or largely because of race, color, religion, disability, age, gender, national origin or sexual orientation or identity. In selecting a Director nominee, the Corporate Governance/Nominating Committee focuses on skills, viewpoints, expertise or background that would complement the existing Board. The Corporate Governance/Nominating Committee will also consider diversity in market knowledge, experience, employment, and other factors. Decisions by the Board regarding continued service of Directors are made based on expected contributions to the Board in furtherance of the interests of shareholders, not based on race, color, gender or other demographic, orientation or identity.

Compensation of Directors

In 2009, each of the non-employee or non-consultant members of our Board ofIndependent Directors receivedare paid an annual fee of $36,000 and was paid $2,500meeting fees for attendance at each Board meeting attended.and Committee meeting. Each member of the Audit Committee wasChairman is paid an additional $1,000fee for each Audit Committee meeting attended that was not scheduled in conjunction with a meetingtheir service as chairman of the full Board. In addition, the Audit Committee Chairman received an annual fee of $7,500 and the Compensation Committee Chairman and the Corporate Governance/Nominating Committee Chairman each received an annual fee of $4,000. Non-employee or non-consultant members of our Board of Directors were paid an additional $1,000 for each special meeting attended. Wetheir respective Committees. The Company also reimbursereimbursed Directors for out-of-pocket expenses incurred in connection with their attendance at Board and Committee meetings. Directors' fees in the aggregate amount of $237,500 were paid during 2009.

As an incentive for recruiting and retaining qualified Directors, wethe Company also maintainmaintains a Director’s stock option plan. This plan provides for an automatic annual grant to each independent Director who is not an employee or consultant of the Company of a non-qualified stock option to purchase 5,000 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. This annual grant occursThe stock options are granted on the first business day afterfollowing the Annual Meeting of our Shareholders and have a life of seven years. Upon resignation from the Shareholders of the Company. Director stock options vest fully six months after the date of grant. If a Director ceases to be a DirectorBoard for any reason other

than retirement, death or disability, all outstanding stock options are immediately forfeited. The following table summarizes the compensation paid to the independent Directors, including the stock options granted, during 2010:

Independent Directors’ fees in the aggregate amount of $254,000 were paid during 2010. The Company does not pay any fees to David E. O’Reilly for service on the Board or seven years after the date on which the optionany committee, as he is granted, whichever first occurs, any unexercised options immediately expire. Eachan employee of the Company’s five non-employee, non-consultant Directors in 2009 were granted options during the year to purchase 5,000 shares of common stock under such plan at an exercise price of $37.50 per share.Company.

Each of the non-employeeemployee consultant members of ourthe Company’s Board of Directors (Charles H. O’Reilly, Jr., Lawrence P. O’Reilly and Rosalie O’Reilly-Wooten), receives an annual payment for services provided to the Board pursuant to written retirement agreements. Such agreements, as amended and which are in substantially identical form, provide for each of the foregoing Directors to be retained as a consultant upon retirement from active Company management, for a period of ten years at a yearly salaryyears. These agreements consist of $125,000, adjusted annually three percent for inflationthe compensation and payable in equal monthly payments. In addition, the agreements provide additional compensation for medical and vehicle benefits. We also reimburse these Directors for out-of-pocket expenses incurred in connection with their services to the Board and attendance at Board meetings. supplemental benefits identified below:

During the period covered by the retirement agreements, thethese Directors have agreed that they shall not become associated with, engage in, or render service to any other business in competition with the Company.

The following table details the compensation paid to non-employeeall Directors for the fiscal year ended December 31, 2009:2010:

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is now an officer or an employee of the Company or any of its subsidiaries or has been, at any time, an officer or an employee of the Company or any of its subsidiaries.

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

This section describes the compensation packages for our Named Executive Officers (“NEOs”). Our NEOs include our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated officers that were employed at December 31, 2010. Our NEOs and their positions with the Company are identified below:

Executive Summary

The Compensation Committee of ourthe Company’s Board of Directors is responsible for reviewing the performance of the Company’s executive officers, recommending to the Board of Directors compensation packages and specific compensation levels for ourits executive officers and other management team members, establishing policies and guidelines for other benefit programs and administering the award of stock options and other stock-based incentives under our O’Reilly Automotive, Inc. 2009 Incentive Plan and Amended and Restated O’Reilly Automotive, Inc. 2003 Director’s Stock Plan.the Company’s incentive plans.

The policies and procedures of the Compensation Committee are designed to assist ourthe Company’s Board of Directors in its oversight of the implementation and effectiveness of ourits policies and strategies regarding the investment in our biggestits largest asset, our people.its Team Members. These strategies and policies include, but are not limited to:

Compensation Objectives and Philosophy

The main objective of ourthe Company’s compensation philosophy is to provide ourits executive officers and management with a total compensation package that is competitive and equitable, which encourages and rewards performance based in part upon the Company’s performance in terms of increases in shareshareholder value. We believeThe Company’s compensation objectives include both long-term, share-based incentives and short-term, cash incentives. The Company believes that aligning the interests of ourits executives and management with those of ourits shareholders further promotes the success of not only the Company, but also our team members. its Team Members.

Risk Assessment of Compensation Programs

The Compensation Committee has reviewed the potential effects of the various components of ourthe Company’s executive officers’ compensation and benefits programs uponon individual and collective behavior and, ultimately, upon ouron its risk profile and our overall approach to risk management. During its review, the Committee focused upon ouron the Company’s short-term incentives, long-term incentives, and change-in-control benefits as having the greatest potential to create incentives for individual or collective risk taking. Following a thorough review of these and the other components of ourthe Company’s compensation and benefits programs, the Committee has determined that the programs do not create any incentives with respect to individual or collective behavior that are likely to have a material adverse effect upon either ourits risk profile or our overall approach to risk management.

Our team member (non-officer or management)Additionally, the Company’s non-executive officer and management compensation policies and practices do not excessively incentivize or create need for inappropriate risk-taking by our team membersits Team Members and therefore, it is not reasonably likely that ourcurrent compensation policies and practices would have a material adverse effect on the Company.

Overview of Our Compensation Programs

The key elements of the compensation packages for ourthe Company’s executive officers are base salary, annual cash bonusesincentive compensation and long-term, stock-basedshare-based incentives. In determining the composition of elements in each compensation package, the Compensation Committee looks to create a balanced reward, utilizing both market-driven influences and external compensation

benchmarks as well as current cash considerations. To ensure that the Company thrives in the competitive working environment, the Compensation Committee consults industry resources, references and benchmarks to determine competitive market ranges and reasonable levels of compensation. In addition, during 2010, the Committee engaged Buck to provide an assessment of executive compensation.

In reviewing the compensation packages of each of ourthe Company’s executives and management, the Compensation Committee tallies the corresponding dollar value of each element of an individual’s compensation, including salary, bonus,incentive compensation, accumulated realized and unrealized stock optionshare-based compensation gains, the dollar value to such individual and cost to the companyCompany of all perquisites and other personal benefits, the earnings and accumulated payout obligationsbenefits under the Company’s non-qualified deferred compensation program and under several potential severance and change-in-control scenarios. For new appointments to executive management, the Company’s management presents compensation recommendations to the Committee for consideration.

Competitive Assessments

The Company’s Human Resources department provides the Committee with industry benchmark information and compensation survey data. In addition, during 2010 Buck provided the Committee with additional industry benchmark information and compensation survey data. The Committee considers the Company’s relative performance compared with an established group of peer companies in the automotive aftermarket industry and other specialty retailers. The companies comprising our 2009the 2010 peer group for the Company were as follows:

The Compensation Committee reviews ourthe Company’s peer group, as necessary, to ensure that the comparisons are meaningful. The Committee evaluates peers who conduct business outside of the automotive aftermarket industry based on criteria such as revenue, operating margin, profit margin and market capitalization. The Committee also considers broad-based survey data, compiled by Mercer and Buck, of total compensation for top management at companies with total revenues comparable to the total revenues of the Company. The Committee uses the industry and market survey data as a context in reviewing the overall compensation levels and maintaining a reasonable and competitive compensation program. The Committee does not use this data to set specific compensation targets for a position. Rather, the Committee evaluates the overall performance of the Company and the individual performance of management to set compensation at reasonable and competitive levels.

Base Salary

In determining annual base salary, it is the Compensation Committee’s goal to bring ourthe Company’s executives and management in line with base compensation being paid by our competitors.its peer group. The Compensation Committee specifically reviews compensation information for other publicly traded automotive aftermarket companies and compensation surveys and data for other specialty retailers. The Compensation Committee believes that ourthe 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, as noted in “Overview of Our Compensation Programs,” may not be the same as the companies comprising the Nasdaq Retail Trade Stocks Total Return Index, Nasdaq United States Stock Market Total Returns Index or the Standard and Poor’s 500 Index included in the Annual Shareholders’ Report of the Company for fiscal 20092010 that accompanies this Proxy Statement. The Compensation Committee established increased base salary levels in 20092010 for our named executive officersthe Company’s NEOs to maintain compensation at competitive levels and to reflect the Company’sits performance and the individual performance of each named executive officer.of its NEOs.

Performance Incentive Compensation Plan

The Compensation Committee has established an incentive compensation plan for ourthe Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer based upon certain objective performance goals. At the beginning of each year, a comprehensive operating plan is developed which contains estimates for the Company’s projected performance for the year. The operating plan is compiled by reviewing ourthe Company’s historical performance, trends in the automotive aftermarket and retail industry and the performance of industry peers and other comparable companies. The targets for incentive compensation plans set by the Compensation Committee generally correspond to this operating plan, which is approved by ourthe Company’s Board of Directors in

February of each year, and reflects these projected results for the upcoming fiscal year. The Compensation Committee has designed these targeted performance goals to address multiple facets ofboth Company and individual performance. The Company financial performance includingmetrics utilized by the Compensation Committee include sales performance, net income performance and financial returns, andas well as various balance sheet measures as well as addressing the progress towards completion of the CSK Auto, Inc integration plan.measures. Targets are set forth in ranges with a corresponding bonusincentive percentage for each level of attainment. OurThe Company’s actual performance in each of these areas is compared to the individual targets predetermined by the Committee, in order to determine the bonusincentive amount, if any, achieved by each executive officer. Upon achievement of such performance goals, executive officers receive a bonusincentive compensation based upon a percentage of their respective base salaries for the attainment of a defined performance goal. The overall bonus potential varies depending upon the executive’s position. For 2009, our2010, the Company’s Chief Executive Officer had a cumulative bonus target of 100% of his base salary and ourits Chief Operating Officer and Chief Financial Officer each had cumulative bonus targets of 80% of their respective base salaries.

OurThe Company’s Senior Vice President of Store Operations and Sales participates in the Company’sits Performance Incentive Plan (“PIP”), which has been established by the Company, to award bonusescash and restricted stock to all othermembers of senior management. The PIP bonusesincentives are based uponon individual performance goals established for each member of senior management andas well as certain companyCompany performance targets.targets for the plan year. The companyCompany’s targets for the PIP bonusesincentives are established in a similar manner to the performance targets set forth for the bonusincentive plan for ourits Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. For 2010, the Company’s Senior Vice President of Store Operations and Sales had a cumulative target of 35% of his base salary.

The targets for the named executive officer bonusNEO plans are highly confidential and competitively sensitive. We believeThe Company believes that if weit were to publish ourits targets, it would allow our competitors to recreate ourits internal forecasts and gain valuable insight on ourits business strategies. Such public disclosure could materially harm ourthe Company’s competitive position within ourits industry. Because the targets are confidential, we believethe Company believes that the best indication of the difficulty of achieving such targets is ourits track record.record with respect to incentive payouts. Over the last five years, annual bonusincentive payouts forunder the executive bonus plan for our Chairman of the Board, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer have exceeded target three times and have been below target two times (bonus(incentive payments during this period of time have ranged from 48% to 288%403% of target). Over the last five years, annual bonusincentive payouts for the portion of the PIP based on companyCompany performance targets have equaled or exceeded target four times and have been below target once (bonus(the portion of the incentive payments based on Company performance during this period of time have ranged from 53%76% to 205%220% of target). The table below includes the 2010 performance incentive compensation plan targets and payouts for each of the Company’s NEOs:

Long-Term, Stock-Based Incentives

We offerThe Company offers long-term incentives for senior executives and management in the form of stock option and restricted stock awards. Stock options and restricted stock may be awarded to our Named Executive Officers,the Company’s NEOs, upper- and middle-managers, store managers and other key personnel.

We believeThe Company believes that ourits stock-based incentive award programs are an important component of compensation as an incentive for long-term corporate performance. The Compensation Committee has determined that the annual grant of stock options to ourthe Company’s Chairman of the Board, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer is a key component of such executive’s total compensation packages based on their duties. The amounts of such grants are determined by the Committee annually in conjunction with performance reviews and salary adjustments during the February Compensation Committee meeting. In determining whether and how many stock options should be granted, the Committee considers the responsibilities and seniority of each of the executives, as well as ourthe Company’s financial performance and other factors as it deems appropriate, consistent with ourits compensation philosophy and policies. The stock options awarded by the Committee in 2009,2010, as reflected in theGrants of Plan Based Awards table, include an annual grant of stock options determined by the Committee in consideration of the factors described above.

We awardThe Company awards restricted stock to ourits Senior Vice President of Store Operations and Sales, as well as all members of senior management on an annual basis as athe restricted stock component of the PIP bonus award. The amount of such award is determined in the same manner as the cash component of the PIP bonusincentive and reflects the individual contribution, responsibility and performance of our Senior Vice President of Store Operations and Sales

the Team Member as well as certain company performance targets. Restricted stock awards under the PIP plan are granted in the year following the target plan year, coincide with the payment of the cash portion of the incentive for the target plan year and vest in equal annual installments over a three-year period commencing onwith the first anniversary of the award.target plan year.

In the past, the Compensation Committee has reviewed and considered using other equity-based incentives for the long-term compensation component. After a thorough analysis, including the use of a national consulting firm, stock options and restricted stock were considered the most effective methods of aligning management interests with those of shareholders.

The Compensation Committee has also established specific stock option awards to be granted upon the achievement of certain defined positions of employment. These are automatic grants that occur on the date of promotion or appointment to such positions with an option price equal to the fair market value of the common stock underlying the option on such date. It is ourthe Company’s belief that these position-related grants provide additional incentive to ourits executives, management and other team members to set personal long-term employment goals. In furtherance of this belief, wethe Company also havehas a team member stock purchase plan that enables team members to purchase ourits common stock at a discount through payroll deductions and a 401(k) plan under which team members can invest in ourits common stock. In addition, the Compensation Committee may grant stock option awards in connection with a material business event, such as a large acquisition. The Committee believes that these special stock option awards provide additional incentive to ourthe Company’s executives, management and other team members to ensure these material acquisitions are integrated effectively and efficiently. During 2009,2010, no Named Executive OfficerNEO received a position level stock option award or other special stock option award in connection with a material business event.

Other

The Company sponsors a 401(k) Profit Sharing and Savings Plan (“401(k) Plan”) that allows team members to make plan contributions on a pre-tax basis. The Company matches 100% of the first 2% of the team member’s compensation, and 25% of the next 4% of the member’s compensation. Although Executive OfficersNEOs are eligible to participate in the 401(k) plan, the application of the annual limitations on contributions under Section 401(a)(17) of the Internal Revenue Code prevents highly compensated employees, as defined by the Internal Revenue Code, from participating at the same levels as non-highly compensated employees. The O’Reilly Automotive Deferred Compensation Plan (“Deferred Comp Plan”) provides executives who participate in the 401(k) Plan

with the opportunity to defer up to the full 6% of covered compensation by making contributions to the Deferred Comp Plan that are then matched by the Company as if they had been made under the 401(k) Plan. The Deferred Comp Plan is solely intended solely to restore contributions lost because of application of the annual limitations under the Internal Revenue Code that are applicable to the 401(k) Plan. This benefit, which assists Executives in accumulating funds for retirement, is consistent with observed competitive practices of similarly situated companies.

It is ourthe Company’s policy to have the compensation paid to ourits Chairman of the Board, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other named executive officersNEOs qualify as performance-based and deductible for federal income tax purposes under Section 162(m) of the Internal Revenue Code. We haveThe Company has structured ourits incentive plans so that bonusesincentive payments and stock options are fully deductible.

In addition, the Company provides named executive officersits NEOs with certain perquisites which the Compensation Committee believes are reasonable and consistent with the objectives of attracting and retaining superior team members as well as maintaining a competitive total compensation package for the named executives. Perquisites can include personal use of a Company automobile, reimbursement for health and country club memberships and reimbursements under the Company’s Executive Management Medical Reimbursement Benefit Plan. Perquisite amounts for named executive officersthe Company’s NEOs are included in the belowSummary Compensation Table in the columnAll Other Compensation.Compensation.

Compensation Mix

The Company’s 2010 compensation mix, which includes base salary, equity and non-equity incentive compensation and stock options, for each of its NEOs is summarized in the table below:

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in O’Reilly Automotive, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009.2010.

Respectfully submitted,

THE COMPENSATION COMMITTEE OF THE BOARD

OF DIRECTORS OF O’REILLY AUTOMOTIVE, INC.

Jay D. Burchfield

Chairman of the Compensation Committee

Paul R. Lederer

Member of the Compensation Committee

Ronald Rashkow

Member of the Compensation Committee

EXECUTIVE COMPENSATION TABLES

The following table showsreports the annual compensation paid to or earned by the Chief Executive Office,Officer, Chief Financial Officer and three other most highly compensated executive officers (the “Named Executive Officers”“NEOs”) for the fiscal years ended December 31, 2010, 2009 2008 and 2007:2008:

SUMMARY COMPENSATION TABLE

The following table showsreports all grants of awards in 20092010 to each of the Named Executive Officers:NEOs:

GRANTS OF PLAN-BASED AWARDS

The following table details information concerning unexercised stock options, stock options that have not vested and stock awards that have not vested for each of the Named Executive OfficersNEOs as of December 31, 2009:2010:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE