SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2002

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 0-21318

O'REILLY AUTOMOTIVE, INC.
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(Exact name of registrant as specified in its charter)

Missouri 44-0618012
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or
organization)

233 South Patterson
Springfield, Missouri 65802
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(Address of principal executive offices, zip code)

(417) 862-6708
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(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained here, and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act.) Yes X No _____

At June 28, 2002, an aggregate of 53,139,484 shares of the common stock of the
registrant was outstanding. As of that date, the aggregate market value of the
voting stock held by non-affiliates of the Company was approximately
$1,547,204,179 based on the last sale price of the common stock reported by the
Nasdaq Stock Market (Nation Market). At February 28, 2003, an aggregate of
53,368,259 shares of the common stock of the registrant was outstanding. As of
that date, the aggregate market value of the voting stock held by non-affiliates
of the Company was approximately $1,362,491,650 based on the last sale price of
the common stock reported by the Nasdaq Stock Market (National Market).

DOCUMENTS INCORPORATED BY REFERENCE

As provided below, portions of the registrant's documents specified below are
incorporated here by reference:

Document Part-Form 10-K
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Portions of the Annual Shareholders' Report for the Year
Ended December 31, 2002 Part II

Proxy Statement for 2003 Annual Meeting of Shareholders (to
be filed pursuant to Regulation 14A within 120 days of the
end of registrant's most recently completed fiscal year) Parts I and III

Forward Looking Information

The information contained in this Form 10-K includes statements regarding
matters which are not historical facts (including statements as to O'Reilly
Automotive, Inc.'s plans, beliefs or expectations) which are forward-looking
statements within the meaning of the federal securities laws within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on estimates, projections, beliefs and assumptions and are
not guarantees of future events and results. Such statements are subject to
risks, uncertainties and assumptions, including, but not limited to,
competition, product demand, the market for auto parts, the economy in general,
inflation, consumer debt levels, governmental approvals, our ability to hire and
retain qualified employees, risks associated with the integration of acquired
businesses, weather, terrorist activities, war and the threat of war. Actual
results may materially differ from anticipated results described in these
forward-looking statements. Because such forward-looking statements involve
certain risks and uncertainties, our actual results and the timing of certain
events could differ materially from those discussed in this document. Factors
that could cause or contribute to such differences include those discussed in
the Sections captioned "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (incorporated here by reference)
and the "Risk Factors" discussed below.

Unless otherwise indicated, "we", "us", "our", and similar terms, as well as
references to the "Company" and "O'Reilly" refer to O'Reilly Automotive, Inc.
and its subsidiaries.

PART I
Item 1. Business
- -----------------

O'Reilly Automotive, Inc. is one of the largest specialty retailers of
automotive aftermarket parts, tools, supplies, equipment and accessories in the
United States, selling our products to both do-it-yourself ("DIY") customers and
professional installers. At December 31, 2002, we operated 981 stores in
Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Missouri, Mississippi, Nebraska, North Carolina, Oklahoma, Tennessee
and Texas. Eighteen, net additional stores were acquired in December 2002, and
will be included in 2003 as new stores. Our stores carry an extensive product
line consisting of:

o new and remanufactured automotive hard parts, such as alternators,
starters, fuel pumps, water pumps, brake shoes and pads, chassis parts and
engine parts;

o maintenance items, such as oil, antifreeze, fluids, engine additives and
appearance products;

o accessories, such as floor mats and seat covers; and

o a complete line of autobody paint and related materials, automotive tools
and professional service equipment.

We do not sell tires or perform automotive repairs or installations.

We were founded in 1957 by Charles F. O'Reilly and his son, Charles H.
"Chub" O'Reilly, Sr. and initially operated from a single store in Springfield,
Missouri. The O'Reilly family has managed the Company since our inception.

Our goal is to continue to achieve growth in sales and profitability by
capitalizing on our competitive advantages and executing our growth and
expansion strategies.

See "Risk Factors" beginning on page 11 for a description of certain risks
relevant to our business. These risk factors include, among others, risks
related to competition in the automotive aftermarket business, our growth
strategy, our acquisition strategy, our sensitivity to regional economic and
weather conditions, our dependence upon key and other personnel and the
significant voting control held by our principal shareholders.

Competitive Advantages

Proven Ability to Execute Dual Market Strategy. We have an established
track record of serving both DIY customers and professional installers. We
believe our ability to execute a dual market strategy is a competitive
advantage, which enables us to:

o target a larger base of consumers of automotive aftermarket parts;

o capitalize on our existing retail and distribution infrastructure;

o profitably operate both in large markets and less densely populated
geographic areas which typically attract fewer competitors; and

o enhance service levels offered to our DIY customers by offering a broad
selection of stock keeping units ("SKUs") and extensive product knowledge
required by professional installers.

We have been committed to a dual market strategy for over 20 years. For
2002, we derived approximately 54% of our product sales from our DIY customers
and approximately 46% from our professional installer customers. As a result of
our historical success in executing our dual market strategy and our over 135
full-time sales representatives dedicated solely to calling upon and selling to
the professional installer, we believe we will increase the sales to
professional installers and have a competitive advantage over our retail
competitors who have only recently entered and begun focusing on the
professional installer market.

Superior Customer Service. We seek to attract new DIY and professional
installer customers and to retain existing customers by offering superior
customer service, the key elements of which include:

o superior in-store service through highly-motivated, technically proficient
store personnel ("Professional Parts People") using advanced point-of-sale
systems;

o an extensive selection of products;

o attractive stores in convenient locations; and

o competitive pricing, with a low price guarantee.

Technically Proficient Professional Parts People. Our highly proficient
Professional Parts People provide us with a significant competitive advantage,
particularly over less specialized retail operators. We require our Professional
Parts People to undergo extensive and ongoing training and to be technically
knowledgeable, particularly with respect to hard parts, in order to better serve
the technically-oriented professional installers with whom they interact on a
daily basis. Such technical proficiency also enhances the customer service we
provide to our DIY customers, who appreciate the expert assistance provided by
our Professional Parts People.

Strategic Distribution Systems. We believe that the geographic
concentration of our store network in seventeen, contiguous states (Alabama,
Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Missouri, Mississippi, Nebraska, North Carolina, Oklahoma, Tennessee
and Texas) and the strategic locations of our nine distribution centers enable
us to maintain optimum inventory levels throughout our store network. In
addition, our inventory management and distribution systems electronically link
each of our stores to a distribution center, providing for efficient inventory
control and management. Our distribution system provides each of our stores with
same day or overnight access to approximately 100,000 SKUs, many of which are
hard to find items not typically stocked by other parts retailers. We believe
the availability of a broad range of products is a key competitive advantage in
satisfying customer demand and generating repeat business.

Experienced Management Team. Our management team has a demonstrated ability
to successfully execute our business plan, including the identification and
integration of strategic acquisitions. We have experienced ten consecutive years
of record revenues and earnings growth. We have a strong senior management team
comprised of 49 professionals who average 17 years of experience with O'Reilly.
In addition, our 93 district managers average over 9 years of experience with
us.

Growth and Expansion Strategies

Aggressively Open New Stores. We intend to continue to aggressively open
new stores in order to achieve greater penetration in existing markets and to
expand into new, contiguous markets. We plan to open approximately 130 stores in
2003 and approximately 145 stores in 2004. A majority of the sites for our
proposed 2003 store openings and several of the sites for our proposed 2004
store openings have been identified. In selecting sites for new stores, we seek
to strategically locate store sites in clusters within geographic areas in order
to achieve economies of scale in areas such as management, advertising and
distribution.

Until 1986, our expansion was targeted to markets with populations of less
than 100,000. We entered into a more densely populated market in August 1986
with the opening of the first of 29 stores in the greater Kansas City, Missouri,
market area. Of the 106 net new stores added in 2002, 2 are located in Alabama,
3 in Arkansas, 3 in Georgia, 7 in Illinois, 2 in Kansas, 4 in Kentucky, 7 in
Louisiana, 10 in Mississippi, 7 in Missouri, 20 in Tennessee, and 41 in Texas.
While we have faced, and expect to continue to face, more aggressive competition
in the more densely populated markets, we believe that we have competed
effectively, and that we are well positioned to continue to compete effectively,
in such markets and achieve our goal of continued sales and profit growth within
these markets. We also believe that because of our dual market strategy, we are
better able to operate stores in less densely populated areas within our
regional market which would not otherwise support a national or regional chain
store selling to one portion of the market or the other. Consequently, we expect
to continue to open new stores in less densely populated market areas.

To date, we have experienced no significant difficulties in locating
suitable store sites for construction of new stores or identifying suitable
acquisition candidates for conversion to O'Reilly stores. We typically open new
stores either (i) by constructing a new store at a site which is purchased or
leased and stocking the new store with fixtures and inventory, or (ii) by
acquiring an independently owned parts store, typically by the purchase of
substantially all of the inventory and other assets (other than realty) of such
store. Store sites are strategically located in clusters within geographic
areas, which complement our distribution system in order to achieve economies of
scale in management, advertising, and distribution costs. Other key factors we
consider in the site selection process include population density and growth
patterns, age and per capita income, vehicle traffic counts, the number and type
of existing automotive repair facilities, auto parts stores, and other
competitors within a pre-determined radius, and the operational strength of such
competitors. When entering new, more densely populated markets, we generally
seek to initially open several stores within a short span of time in order to
maximize the effect of initial promotional programs and achieve further
economies of scale.

Same store growth through increased sales and profitability is also an
important part of our growth strategy. To achieve improved sales and
profitability at existing O'Reilly stores, we continually strive to improve upon
the service provided to our customers. We believe that while competitive pricing
is essential in the competitive environment of the automotive aftermarket
business, it is customer satisfaction (whether of the DIY consumer or
professional installer), resulting from superior customer service that generates
increased sales and profitability.

Selectively Pursue Strategic Acquisitions. Although the automotive
aftermarket industry is still highly fragmented, we believe the ability of
national and regional specialty retail chains, such as O'Reilly, to operate more
efficiently than smaller independent operators or mass merchandisers will result
in continued industry consolidation. Thus, we intend to selectively pursue
acquisition targets that will strengthen our position as a leading automotive
products retailer.

Continually Enhance Store Design and Location. Our current prototype store
design features enhancements such as greater square footage, higher ceilings,
more convenient interior store layouts, brighter lighting, increased parking
availability and dedicated counters to serve professional installers, each
designed to increase product sales and operating efficiencies and enhance
customer service. We continually update the location and condition of our store
network through systematic renovation and relocation of our existing stores to
conform with our prototype store design. We believe that our ability to
consistently achieve growth in same store product sales is due in part to our
commitment to maintaining an attractive store network, which is strategically
located to best serve our customers.

Products and Purchasing

Our stores offer DIY and professional installer customers a wide selection
of brand name and private label products for domestic and imported automobiles,
vans and trucks. We do not sell tires or perform automotive repairs or
installations. Our merchandise generally consists of nationally recognized,
well-advertised, name brand products such as AC Delco, Moog, Murray, Wagner,
Gates Rubber, Federal Mogul, Monroe, Prestone, Quaker State, Pennzoil, Castrol,
Valvoline, STP, BWD, Cardone, Wix, Armor All and Turtle Wax. In addition to name
brand products, our stores carry a wide variety of high-quality private label
products under our O'Reilly Auto Parts, SuperStart, BrakeBest, Ultima and
Omnispark proprietary name brands. Because most of our private label products
are produced by nationally recognized manufacturers in accordance with our
specifications, we believe that the private label products are generally of
equal or, in some cases, better quality than comparable name brand products, a
characteristic which is important to our professional installer clientele. We
further believe that the private label products are packaged attractively to
promote customer interest and are generally priced below comparable name brand
products carried in our stores.

We purchase automotive products from approximately 400 vendors, the five
largest of which accounted for approximately 25% of our total purchases in 2002.
Our largest vendor in 2002 accounted for approximately 7% of our total purchases
and the next four largest vendors accounted for 4-5% of such purchases each. We
have no long-term contractual purchase commitments with any of our vendors, nor
have we experienced difficulty in obtaining satisfactory alternative sources of
supply for automotive parts. We believe that alternative supply sources exist at
substantially similar costs, for substantially all automotive products that we
sell. It is our policy to take advantage of early payment and seasonal
purchasing discounts offered by our vendors, and to utilize extended dating
terms available from vendors due to volume purchasing. We consider our
relationships with our suppliers to be good.

Inflation and Seasonality

We have been successful, in many cases, in reducing the effects of
merchandise cost increases principally by taking advantage of vendor incentive
programs, economies of scale resulting from increased volume of purchases and
selective forward buying. As a result, we do not believe our operations have
been materially affected by inflation.

Our business is seasonal to some extent primarily as a result of the impact
of weather conditions on store sales. Store sales and profits have historically
been higher in the second and third quarters (April through September) of each
year than in the first and fourth quarters.

Store Network

Store Locations. As a result of our dual market strategy, we are able to
profitably operate in both large, densely populated markets and less densely
populated areas which would not otherwise support a national or regional chain
selling to just one portion of the automotive aftermarket. The following table
sets forth the geographic distribution of our stores:

State Number of Stores
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Texas 363
Missouri 130
Oklahoma 99
Arkansas 67
Iowa 63
Kansas 55
Tennessee 61
Louisiana 47
Nebraska 24
Alabama 18
Kentucky 11
Mississippi 16
Georgia 8
Indiana 5
Florida 4
Illinois 10
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Total 981
=====

Our stores on average carry approximately 22,000 SKUs and average
approximately 6,700 total square feet in size. At December 31, 2002, we had a
total of approximately 6.6 million square feet in our 981 stores. Our stores are
served primarily by the nearest distribution center, but also have access to the
broader selection of inventory available at one of our 46 Master Inventory
Stores, which on average carry approximately 38,000 SKUs and average
approximately 9,400 square feet in size. Master Inventory Stores, in addition to
serving DIY and professional installer customers in their markets, also provide
our other stores within their area access to a greater selection of SKUs on a
same day basis.

We believe that our stores are "destination stores" generating their own
traffic rather than relying on traffic created by the presence of other stores
in the immediate vicinity. Consequently, most of our stores are freestanding
buildings situated on or near major traffic thoroughfares, and offer ample
parking and easy customer access.

Store Layout. We utilize a computer-assisted "plan-o-grammed" store layout
system to provide a uniform and consistent merchandise presentation; however,
some variation occurs in order to meet the specific needs of a particular market
area. Merchandise is arranged to provide easy customer access and maximum
selling space, keeping high-turnover products and accessories within view of the
customer. Aisle displays are generally used to feature high-demand or seasonal
merchandise, new items and advertised specials.

Store Automation. To enhance store level operations and customer service,
we use IBM AS/400 computer systems in all of our stores. These systems are
linked with the IBM AS/400 computers located in each of our distribution
centers. Our point-of-sale terminals provide immediate access to our electronic
catalog to display parts and pricing information by make, model and year of
vehicle and use bar code scanning technology to price our merchandise. This
system speeds transaction times, reduces register lines and provides enhanced
customer service. Moreover, our store automation systems capture sales
information which assists in store management, strategic planning, inventory
control and distribution efficiency.

New Store Site Selection. In selecting sites for new stores, we seek to
strategically locate store sites in clusters within geographic areas in order to
achieve economies of scale in management, advertising and distribution. Other
key factors we consider in the site selection process include:

o population density and growth patterns;

o age and per capita income;

o vehicle traffic counts;

o the number and type of existing automotive repair facilities; and

o the number of auto parts stores and other competitors within a
pre-determined radius and the operational strength of such competitors.

When entering new, more densely populated markets, we generally seek to
initially open several stores within a short span of time in order to maximize
the effect of initial promotional programs and achieve further economies of
scale. After opening this initial cluster of new stores, we seek to begin
penetrating the less densely populated surrounding areas. This strategy enables
us to achieve additional distribution and advertising efficiencies in each
market.

Distribution System

The following table sets forth the distribution centers we currently
operate:

Square Footage
------------------------------------------------ Number of
Location Distribution Center (1) Office Total Stores Served
- ------------------ ----------------------- -------- ------- ---------------

Houston, TX 449,825 21,280 471,105 229
Oklahoma City, OK 296,600 5,940 302,540 158
Dallas, TX 442,376 21,889 464,265 163
Springfield, MO 310,666 108,690 (2) 419,359 113
Des Moines, IA 178,391 8,325 186,716 90
Kansas City, MO 128,064 2,590 130,654 72
Nashville, TN 346,604 35,000 381,604 92
Little Rock, AR 89,852 7,200 97,052 40
Knoxville, TN 153,664 9,725 163,389 24
---------- -------- --------- ----
2,396,042 220,639 2,616,682 981
<FN>
(1) Includes both floor and mezzanine square footage.

(2) Includes square footage for corporate offices, technical center and
training center.
</FN>

In addition, adjacent to the Springfield, Missouri distribution center, we
operate a 36,000 square foot bulk merchandise warehouse used for the
distribution of bulk products such as motor oil, antifreeze, batteries,
lubricants and other fast moving bulk products, and an 20,000 square foot
returned goods processing facility. We also operate a 31,000 square foot bulk
warehouse in McAllen, Texas that serves the surrounding distribution centers
with bulk motor oil. A tenth distribution center, located in Saraland, Alabama
near Mobile, Alabama with approximately 301,000 square feet to be used for
distribution and approximately 13,000 square feet to be used for offices, is
under construction and is expected to open June 2003.

Our distribution centers are equipped with highly automated conveyor
systems, which expedite the movement of our products to loading areas for
shipment to individual stores on a nightly basis. The distribution centers
utilize computer-assisted technology to electronically receive orders from
computers located in each of our stores. In addition to the bar code system
employed in our stores, we have established a satellite-based data interchange
system among those stores in which high-speed data transmission technology is
not readily available, the distribution center, which services such stores and
our corporate headquarters.

We believe that our distribution system assists us in lowering our
inventory-carrying costs, improving our store in-stock positions, and
controlling and managing our inventory. Moreover, we believe that our expanding
network of distribution centers allows us to more efficiently service existing
stores, as well as new stores planned for opening in contiguous market areas.
Our distribution center expansion strategy also complements our new store
opening strategy by supporting newly established clusters of stores located in
the regions surrounding each distribution center. As part of our continuing
efforts to enhance our distribution network, in 2003 we plan to:

o open a distribution center in the Saraland/Mobile, Alabama area providing
opportunity for continued expansion in the southeast United States; and

o continue to implement improvement plans to increase inventory turnover in
all distribution centers; and

o upgrade material handling equipment in several distribution centers
including conveyor systems, forklifts and racking.

Marketing

Marketing to the DIY Customer. We aggressively promote sales to DIY
customers through an extensive advertising program, which includes direct mail
and newspaper, radio and television advertising in selected markets. We believe
that our advertising and promotional activities have resulted in significant
name recognition in each of our market areas. Newspaper and radio advertisements
are generally directed towards specific product and price promotions, frequently
in connection with specific sale events and promotions. To promote sales to car
enthusiasts, who we believe on an individual basis spend more on automotive
products than the public generally, we sponsor 16 nationally televised races and
over 200 motorsports races and car shows at over 150 racetracks in 17 states,
including the O'Reilly Chili Bowl, the World of Outlaws Series, the NASCAR
Craftsmen Truck Series, as well as four National Hotrod Racing Association races
in Topeka, Memphis, Houston and Dallas. O'Reilly Auto Parts is the "official
auto parts store" of Texas Motor Speedway, Kansas Speedway, Bristol Motor
Speedway, Houston Raceway Park, Texas Motorplex, Memphis Motorsports Park and
Heartland Park. We have found that the more progressive marketing concepts
utilized in the DIY portion of our business can also be applied to increase
sales to our professional installer customers.

Marketing to the Professional Installer. We have over 135 full-time
O'Reilly sales representatives strategically located in the more densely
populated market areas that we serve, and each is dedicated solely to calling
upon and selling to the professional installer. Our First Call program, which is
our commitment to the professional customer, includes a dedicated sales force,
sales and promotions directed to the professional installer and overnight
delivery service from the distribution center to the professional customer.
Moreover, each district manager and store manager throughout our store network
calls upon existing and potential new professional installer customers on a
regular basis. Our First Call marketing strategy, with respect to professional
installers, emphasizes our ability to offer:

o prompt delivery using small trucks or vans operated by most of our stores;

o a separate counter in most of our stores dedicated exclusively to serving
professional installers;

o trade credit for qualified professional installers;

o broad inventory of merchandise and competitive pricing;

o a professional installer computer system that connects directly to our
inventory system; and

o seminars concerning topics of interest to professional installers, such as
technical updates, safety and general business management.

Marketing to the Independently Owned Parts Store. Along with the operation
of the distribution centers and the distribution of automotive products to the
O'Reilly stores, Ozark Automotive Distributors, Inc. ("Ozark") also sells
automotive products to independently owned parts stores whose retail stores are
generally located in areas not serviced by an O'Reilly store. We generally do
not compete with any independently owned parts store to which we sell automotive
products, but have, on occasion, acquired the business assets of an
independently owned parts store supplied by Ozark. Ozark operates its own
separate marketing program to independently owned parts stores through a staff
of three.

Of the approximately 230 independently owned parts stores currently
purchasing automotive products from Ozark, 219 participate in the Auto Value
program through Ozark. As a participant in this program, an independently owned
parts store which meets certain minimum financial and operational standards is
permitted to indicate its Auto Value membership through the display of the Auto
Value logo, which is owned by The Alliance, Inc. (formerly known as Auto Value
Associates, Inc.), a non-profit buying group consisting of approximately 4,500
members as of December 31, 2002, including O'Reilly, engaged in the distribution
or sale of automotive products. Additionally, we provide advertising and
promotional assistance to Auto Value stores purchasing automotive products from
Ozark, as well as marketing and sales support. In return for a commitment to
purchase automotive products from Ozark, we offer assistance to an Auto Value
independently owned parts store by making available computer software for
inventory control.

Management Structure

Each of our stores is staffed with a store manager and an assistant
manager, in addition to the parts specialists and support staff required to meet
the specific needs of each store. Each of our 93 district managers has general
supervisory responsibility for an average of 10.5 stores within such manager's
district.

Each district manager receives comprehensive training on a bi-monthly
basis, focusing on management techniques, new product announcements, advanced
automotive systems and our policies and procedures. In turn, the information
covered at such bi-monthly meetings is discussed in full by district managers at
bi-monthly meetings with their store managers. All assistant managers and
manager trainees are required to successfully complete a six-month manager
training program, which includes classroom and field training, as a prerequisite
to becoming a store manager. This program covers operations extensively, as well
as principles of successful management. Shortly after becoming a store manager,
all managers attend a manager development program, at the corporate office
headquarters, which includes 72 hours of classroom training. Upon returning to
the stores, managers are given continuous field training throughout their
management experience.

We provide financial incentives to our district managers, store managers,
assistant managers and sales specialists through an incentive compensation
program. Under our incentive compensation program, base salary is augmented by
incentive compensation based upon the achievement of sales and profitability
goals. We believe that our incentive compensation program significantly
increases the motivation and overall performance of our Professional Parts
People and our ability to attract and retain qualified management and other
personnel.

Most of our current senior management, district managers and store managers
were promoted to their positions from within the Company. Our senior management
team averages 17 years of experience with the Company and district managers have
an average length of service with the Company of over 9 years.

Professional Parts People

We believe our highly trained team of Professional Parts People is
essential in providing superior service both to DIY and professional installer
customers. Each of our Professional Parts People is required to be technically
proficient in the workings and application of automotive products due to the
significant portion of our business represented by the professional installer.
In addition, we have found that the typical DIY customer often seeks assistance
from sales persons, particularly in connection with the purchase of hard parts.
We believe that the ability of our Professional Parts People to provide such
assistance to the DIY customer creates a favorable impression during a
customer's visit to our store and is a significant factor in generating repeat
DIY business.

We screen prospective employees, whom we refer to as team members, to
identify highly motivated individuals either with experience in automotive parts
or repairs, or an aptitude for automotive knowledge. Each person who becomes a
team member first participates in an intensive two-day orientation program
designed to introduce the team member to our culture and his or her job duties
before being assigned specific job responsibilities. The successful completion
of additional training is required before a team member is deemed qualified as a
parts specialist and thus able to work at the parts counter of one of our
stores. All new counter people are required to successfully complete a six-month
basic automotive systems training course and are then enrolled in a six-month
advanced automotive systems course for certification by the National Institute
for Automotive Service Excellence ("ASE"), which administers national exams for
various automotive specialties and requires ASE certified specialists to take
recertification exams every five years.

Each of our stores participates in our sales specialist training program.
Under this program, selected team members complete two days of extensive sales
call training for business development, after which these team members will
spend one day per week calling on existing and new professional installer
customers. Additionally, each team member engaged in such sales activities will
participate in quarterly advanced training programs for sales and business
development.

Customer Service

We seek to provide our customers with an efficient and pleasant in-store
experience by maintaining attractive stores in convenient locations with a wide
selection of automotive products. We believe that the satisfaction of DIY and
professional installer customers is substantially dependent upon our ability to
provide, in a timely fashion, the specific automotive product requested.
Accordingly, each O'Reilly store carries a broad selection of automotive
products designed to cover a wide range of vehicle specifications. We
continuously refine the inventory levels carried in our stores, based in large
part on the sales movement shown by our computerized inventory control system
and on management's assessment of the changes and trends in the marketplace.

Pricing

We believe that a competitive pricing policy is essential within product
categories in order to compete successfully. Product pricing is generally
established to meet the pricing policies of competitors in the market area
served by each store. Most automotive products that we sell are priced at
discounts to the manufacturer suggested prices, and additional savings are
offered through volume discounts and special promotional pricing. Consistent
with our low price guarantee, each of our stores will match any verifiable price
on any in-stock product of the same or comparable quality offered by any of our
competitors.

Competition

We compete in both the DIY and professional installer portions of the
automotive aftermarket. We compete primarily with:

o national and regional retail automotive parts chains (such as AutoZone,
Inc., Advance Auto Parts, CSK Auto Corp. and The Pep Boys-Manny, Moe and
Jack, Inc.);

o independently owned parts stores;

o wholesalers or jobber stores (some of which are associated with national
automotive parts distributors or associations such as NAPA and CarQuest);

o automobile dealers; and

o mass merchandisers that carry automotive replacement parts, maintenance
items and accessories (such as Wal-Mart Stores, Inc.).

We compete on the basis of customer service, which includes merchandise
selection and availability, price, helpfulness of store personnel and store
layout and location.

Team Members

As of December 31, 2002, we had 11,513 full-time team members and 2,760
part-time team members, of whom 10,849 were employed at our stores, 2,494 were
employed at our distribution centers and 930 were employed at our corporate and
administrative headquarters. Our team members are not subject to a collective
bargaining agreement. We consider our relations with our team members to be
excellent, and strive to promote good relations with our team members through
various programs designed for such purposes.

Servicemarks and Trademarks

We have registered the servicemarks O'Reilly Automotive, O'Reilly Auto
Parts, and Parts Payoff and the trademarks SuperStart, BrakeBest, Omnispark,
First Call, Ultima, and Master Pro. Further, we are licensed to use the
registered trademarks and servicemarks Auto Value and Parts Master owned by The
Alliance (formerly Auto Value Associates) in connection with our marketing
program. We believe that our business is not otherwise dependent upon any
patent, trademark, servicemark or copyright.

Regulations

Although subject to various laws and governmental regulations relating to
our business, including those related to the environment, we do not believe that
compliance with such laws and regulations has a material adverse effect on our
operations. Further, we are unaware of any failure to comply with any such laws
and regulations that could have a material adverse effect on our operations. We
can not give any assurance, however, that we will not incur significant expenses
in the future in order to comply with any such law or regulation.

Internet Address and Access to SEC Filings

Our Internet address is www.oreillyauto.com. Interested readers can access
the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and any amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, through the www.sec.gov. Such reports are generally available
on the day they are filed. Additionally, the Company will furnish interested
readers upon request and free of charge, a paper copy of such reports.

Risk Factors

Some of the information in this Form 10-K contains and future reports and
press releases and other public information may contain forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate," and "continue" or similar words. These
"forward-looking statements" are made in reliance upon the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 (See Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934.) You should read statements that contain these words carefully because
they: (1) discuss our future expectations; (2) contain projections of our future
results of operations or of our financial condition; or (3) state other
"forward-looking" information. We believe it is important to communicate our
expectations to our investors. However, there may be events in the future that
we are not able to accurately predict or over which we have no control. The risk
factors listed in this section, as well as any cautionary language in this Form
10-K, are subject to risks, uncertainties and assumptions, including, but not
limited to, competition, product demand, the market for auto parts, the economy
in general, inflation, consumer debt levels, governmental approvals, our ability
to hire and retain qualified employees, risks associated with the integration of
acquired business, weather, terrorist activities, war and the threat of war.
Actual results may materially differ from anticipated results described in these
forward-looking statements. You should be aware that the occurrence of the
events described in these risk factors and elsewhere in this Form 10-K could
have a material adverse effect on our business, operating results and financial
condition.

The Automotive Aftermarket Business is Highly Competitive

Both the DIY and professional installer portions of our business are highly
competitive, particularly in the more densely populated areas that we serve.
Some of our competitors are larger than we are and have greater financial
resources. In addition, some of our competitors are smaller than we are overall
but have a greater presence than we do in a particular market. For a list of our
principal competitors, see the "Competition" section of Item 1 of this Form
10-K.

We Cannot Assure Future Growth

We believe that our ability to open additional stores at an accelerated
rate will be a significant factor in achieving our growth objectives for the
future. Failure to achieve our growth objectives may negatively impact the
trading price of our common stock. Our ability to accomplish our growth
objectives is dependent, in part, on matters beyond our control, such as weather
conditions, zoning and other issues related to new store site development, the
availability of qualified management personnel and general business and economic
conditions. We cannot be sure that our growth plans for 2003 and beyond will be
achieved. For a discussion of our growth strategies, see the "Growth and
Expansion Strategies" section of Item 1 of this Form 10-K.

Acquisitions May Not Lead to Expected Growth

We expect to continue to make acquisitions as an element of our growth
strategy. Acquisitions involve certain risks that could cause our actual growth
to differ from our expectations. For example: (1) we may not be able to continue
to identify suitable acquisition candidates or to acquire additional companies
at favorable prices or on other favorable terms; (2) our management's attention
may be distracted; (3) we may fail to retain key acquired personnel; (4) we may
assume unanticipated legal liabilities and other problems; and (5) we may not be
able to successfully integrate the operations (accounting and billing functions,
for example) of businesses we acquire to realize economic, operational and other
benefits.

Sensitivity to Regional Economic and Weather Conditions

All of our stores are located in the Central and Southern United States. In
particular, approximately 37% of our stores are located in Texas. Therefore, our
business is sensitive to the economic and weather conditions of these regions.
Unusually severe or inclement weather tends to reduce sales, particularly to DIY
customers.

Dependence Upon Key and Other Personnel

Our success has been largely dependent on the efforts of certain key
personnel, including David E. O'Reilly, Lawrence P. O'Reilly, Ted F. Wise and
Greg L. Henslee. One key person, Lawrence P. O'Reilly retired from his
operational duties in February 2003, but will continue to serve on the Board of
Directors. Our business and results of operations could be materially adversely
affected by the loss of the services of one or more of these individuals.
Additionally, our successful implementation and management of our growth and
expansion strategies will depend on our ability to continue to attract and
retain qualified personnel. We cannot be sure that we will be able to continue
to attract such personnel. For a further discussion of our management and
personnel, see the "Business" section of Item 1 and Item 4a of this Form 10-K
and our Proxy Statement on Schedule 14A for the 2003 Annual Meeting of
Shareholders, a portion of which is incorporated herein.

Significant Voting Control is held by the O'Reilly Family

As of the date of this Form 10-K the O'Reilly family beneficially owns
approximately 13% of the outstanding shares of our common stock. As a result,
the O'Reilly family acting together will continue to be able to exercise
significant voting control over the Company, including the election of our
directors and on any other matter being voted on by our shareholders, including
any merger, sale of assets or other change in control.

Possible Volatility of Our Stock Price

The stock market and the price of our common stock may be subject to
volatile fluctuations based on general economic and market conditions. The
market price for our common stock may also be affected by our ability to meet
analysts' expectations. Failure to meet such expectations, even slightly, could
have an adverse effect on the market price of our common stock. In addition,
stock market volatility has had a significant effect on the market prices of
securities issued by many companies for reasons unrelated to the operating
performance of these companies. In the past, following periods of volatility in
the market price of a company's securities, securities class action litigation
has often been instituted against such a company. If similar litigation were
instituted against us, it could result in substantial costs and a diversion of
our management's attention and resources, which could have an adverse effect on
our business.

Shares Eligible for Future Sale

All of the shares of common stock currently held by our affiliates may be
sold in reliance upon the exemptive provisions of Rule 144 of the Securities Act
of 1933, as amended, subject to certain volume and other conditions imposed by
such rule. We cannot predict the effect, if any, that future sales of shares of
common stock or the availability of such shares for sale will have on the market
price of the common stock prevailing from time to time. Sales of substantial
amounts of common stock, or the perception that such sales might occur, could
adversely affect the prevailing market price of the common stock.

Item 2. Properties
- -------------------

The following table provides certain information regarding our
administrative offices and distribution centers and offices as of December 31,
2002:

Square
Location Principal Uses(s) Footage Interest
- ----------------- -------------------- --------- ---------

Springfield, MO Distribution Center, Bulk and Return
Facilities and Corporate Offices 330,866 Owned
Springfield, MO Corporate Offices, Training and Technical 33,580 Leased (a)
Center
Springfield, MO Corporate Offices 54,910 Leased (b)
Kansas City, MO Distribution Center and Offices 130,654 Owned
Oklahoma City, OK Distribution Center and Offices 302,540 Owned
Des Moines, IA Distribution Center and Offices 186,716 Owned
Houston, TX Distribution Center and Offices 471,105 Owned
Dallas, TX Distribution Center and Offices 464,265 Owned
Little Rock, AR Distribution Center and Offices 97,052 Leased (c)
Nashville, TN Distribution Center and Offices 381,604 Leased (d)
Knoxville, TN Distribution Center and Offices 163,389 Owned

<FN>
(a) Occupied under the terms of a lease expiring in 2007 with an unaffiliated
party, subject to renewal for three five-year terms at our option. To
facilitate construction, we loaned to the owner of the facility an
aggregate of approximately $2.5 million. The principal balance of such loan
bears interest at a rate of 6% per annum, is payable in equal monthly
installments through January 2005 and is secured by a first deed of trust.

(b) Occupied under the terms of a lease with an unaffiliated party expiring
July 31, 2007, subject to renewal for three three-year terms at our option.

(c) Occupied under the terms of a lease with an unaffiliated party expiring
September 30, 2005, subject to renewal for three five-year terms at our
option.

(d) Occupied under the terms of a two separate leases with an unaffiliated
party with the distribution center lease expiring in December 31, 2008,
subject to renewal of two five-year options. The office space lease expires
December 14, 2008, subject to renewal of two five year options.
</FN>

Of the 981 stores that we operated at December 31, 2002, 375 stores were
owned, 536 stores were leased from unaffiliated parties and 70 stores were
leased from one of two real estate investment partnerships and a limited
liability corporation formed by the O'Reilly family. Leases with unaffiliated
parties generally provide for payment of a fixed base rent, payment of certain
tax, insurance and maintenance expenses, and an original term of 10 years,
subject to one or more renewals at our option. We have entered into separate
master lease agreements with each of the affiliated real estate investment
partnerships for the occupancy of the stores covered thereby. Such master lease
agreements expired on December 31, 1998, and were renewed through December 31,
2004. We believe that the lease agreements with the affiliated real estate
investment partnerships are on terms comparable to those obtainable from third
parties.

We believe that our present facilities are in good condition, are
adequately insured and together with those under construction, are suitable and
adequate for the conduct of our current operations.

Item 3. Legal Proceedings
- -------------------------

The Company was a defendant in a lawsuit entitled "Coalition for Level
Playing Field, L.L.C., et. AL., v. AutoZone, Inc., et. AL.," in the United
States District Court for the Eastern District of New York. The suit had been
brought by a group of automotive aftermarket warehouse distributors and jobbers,
who alleged that the defendants, including the Company, were in violation of the
Robinson-Patman Act. The Company settled the case for an undisclosed amount that
did not have a material impact on the consolidated financial position or results
of operations.

The Company is involved in various other legal proceedings incidental to
the conduct of its business. Although the Company cannot ascertain the amount of
liability that it may incur from any of these matters, it does not currently
believe that, in the aggregate, they will have a material adverse effect on the
consolidated financial position, results of operations or cash flows of the
Company.

Item 4. Submission Of Matters To A Vote Of Security Holders
- -----------------------------------------------------------

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended December 31, 2002.

Item 4a. Executive Officers of the Company
- ------------------------------------------

The following paragraphs discuss information about executive officers of
the Company who are not also directors:

Ted F. Wise, age 52, Co-President, has been an O'Reilly team member for 32
of his 52 years. Mr. Wise's primary areas of responsibilities are Sales,
Operations and Real Estate. He began his O'Reilly career in sales in 1970, was
promoted to store manager in 1973, and became our first district manager in
1977. He continued his progression through the ranks as Operations Manager, Vice
President, Senior Vice President focusing on Operations and Sales, and Executive
Vice President. In July 1999, he was promoted to President of Sales, Operations
and Real Estate.

Greg L. Henslee, age 42, Co-President, has been an O'Reilly team member for
18 of his 42 years. Mr. Henslee's primary areas of responsibilities are
Merchandise, Systems and Distributions. His O'Reilly career started as a Parts
Specialist, and during his first five years served in several positions in
retail store operations, including District Manager. From there he advanced to
Computer Operations Manager, and over the past ten years, he has served as
Director of Computer Operations/Loss Prevention, Vice President of Store
Operations and as Senior Vice President. He has been in his current position as
President of Merchandise, Distribution, Information Systems and Loss Prevention
since July 1999.

James R. Batten, CPA, age 40, has served as Chief Financial Officer and
Treasurer since March 1994 and, in addition, as Vice-President of Finance since
October 1997. Mr. Batten served as our Finance Manager from January 1993 until
being elected to his current position. From September 1986 until joining us in
January 1993, Mr. Batten was employed by the accounting firm of Whitlock, Selim
& Keehn. Mr. Batten was employed with the accounting firm Deloitte, Haskins &
Sells from 1984 until 1986.

PART II

Item 5. Market For Registrant's Common Equity And Related Shareholder Matters
- -----------------------------------------------------------------------------

Common Stock Market Prices and Dividend Information on page 52 of the
Annual Shareholders' Report for the year ended December 31, 2002, under the
captions, "Market Prices and Dividend Information" and "Number of Shareholders,"
are incorporated herein by reference.

Item 6. Selected Financial Data
- -------------------------------

Selected Financial Data on pages 26 and 27 of the Annual Shareholders'
Report for the year ended December 31, 2002, under the caption "Selected
Consolidated Financial Data," is incorporated herein by reference.

Item 7. Management's Discussion And Analysis Of Financial Condition And Results
- --------------------------------------------------------------------------------
Of Operations
-------------

Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 28 through 33 of the Annual Shareholders' Report for the
year ended December 31, 2002, under the caption, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," is incorporated
herein by reference.

Item 7(A). Quantitative And Qualitative Disclosures About Market Risk
- ---------------------------------------------------------------------

At December 31, 2002, we had floating rate obligations totaling
approximately $90 million for amounts outstanding under our revolving line of
credit and long-term debt. These floating rate obligations expose us to the risk
of increased interest expense in the event of increases in short-term rates. If
the floating interest rate were to increase by 100 basis points (or 1%) from
December 31, 2002, levels, our interest expense would increase by a total of
approximately $75,000 per month.

Item 8. Financial Statements And Supplementary Data
- ---------------------------------------------------

The Company's consolidated financial statements, the notes thereto and the
report of Ernst & Young LLP, independent auditors, on pages 34 through 48 of the
Annual Shareholders' Report for the year ended December 31, 2002, under the
captions, "Consolidated Financial Statements," "Notes to Consolidated Financial
Statements" and "Report of Independent Auditors," are incorporated herein by
this reference.

Item 9. Changes In And Disagreements With Accountants On Accounting And
- --------------------------------------------------------------------------------
Financial Disclosure
--------------------
None.

PART III

Item 10. Directors And Executive Officers Of The Registrant
- -----------------------------------------------------------

The information regarding the directors of the Company contained in the
Company's Proxy Statement on Schedule 14A for the 2003 Annual Meeting of
Shareholders ("the Proxy Statement") under the caption "Proposal 1-Election of
Class I Directors" is incorporated herein by this reference. The Proxy Statement
is being filed with the Securities and Exchange Commission within 120 days of
the end of the Company's most recent fiscal year end. The information regarding
executive officers called for by item 401 of Regulation S-K is included in Part
I as Item 4A, in accordance with General Instruction G(3) to Form 10-K, for the
executive officers of the Company who are not also directors.

The information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 included in the Company's Proxy Statement under the caption
"Compliance with Section 16(a) of the Securities Exchange Act of 1934" is
incorporated herein by this reference.

Item 11. Executive Compensation
- -------------------------------

The material in the Proxy Statement under the caption "Executive
Compensation", other than the material under the captions "Compensation
Committee Report", "Audit Committee Report" and "Performance Graph" is
incorporated herein by this reference.

Item 12. Security Ownership Of Certain Beneficial Owners And Management
- -----------------------------------------------------------------------

Information regarding equity compensation plans of the Company in the Proxy
Statement under the caption "Securities Authorized for Issuance Under Equity
Compensation Plans" is incorporated here by the reference. The material in the
Proxy Statement under the caption "Security Ownership of Management and Certain
Beneficial Owners" is incorporated here by this reference.

Item 13. Certain Relationships And Related Transactions
- -------------------------------------------------------
The material in the Proxy Statement under the caption "Transactions with
Insiders and Others" is incorporated here by this reference.

Item 14. Controls and Procedures
- ---------------------------------

Our chief executive officer and chief financial officer have reviewed and
evaluated the Company's disclosure controls and procedures as of December 31,
2002. Based on such review and evaluation, the officers believe that the
disclosure controls and procedures are designed effectively to ensure that the
information required to be disclosed by the Company in the reports that it files
or submits under the Securities Exchange Act of 1934, as amended, (i) is
recorded, processed, summarized and reported within the time period specified in
the SEC's rules and forms and that the information required to be discussed by
the Company in the reports that it files and submits under the Securities
Exchange Act of 1934, as amended, and (ii) is accumulated, documented and
communicated to the Company's management, including the officers, as appropriate
to allow timely decisions regarding required disclosure. There were no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Item 15. Exhibits, Financial Statement Schedule And Reports On Form 8-K
- -----------------------------------------------------------------------

(a) 1. Financial Statements-O'Reilly Automotive, Inc. and Subsidiaries

The following consolidated financial statements of O'Reilly Automotive,
Inc. and Subsidiaries included in the Annual Shareholders' Report of the
registrant for the year ended December 31, 2002, are incorporated here by
this reference in Part II, Item 8:

Consolidated Balance Sheets as of December 31, 2002, and 2001 (page
34)

Consolidated Statements of Income for the years ended December 31,
2002, 2001, and 2000 (page 35)

Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2002, 2001, and 2000 (page 36)

Consolidated Statements of Cash Flows for the years ended December 31,
2002, 2001, and 2000 (page 37)

Notes to Consolidated Financial Statements for the years ended
December 31, 2002, 2001, and 2000 (pages 38-46)

Report of Independent Auditors (page 47)

(a) 2. Financial Statement Schedule-O'Reilly Automotive, Inc. and Subsidiaries

The following consolidated financial statement schedule of O'Reilly
Automotive, Inc. and Subsidiaries is included in Item 15(d):

Schedule II-Valuation and qualifying accounts

All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore
have been omitted.

(a) 3. Management Contracts and Compensatory Plans or Arrangements

Each of the Company's management contracts and compensatory plans or
arrangements is identified in the Exhibit Index.

(b) Reports on Form 8-K

The Company filed a Current Report dated May 8, 2002, that contained a
press release stating that the Company had implemented a shareholder rights
plan attaching such as an exhibit therewith.

See Exhibit Index on page E-1.

(d) Financial Statement Schedules

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

- ------------------------------- ------------- ------------------------------ ---------------- -------------
Col. A Col. B Col. C Col. D Col. E
- ------------------------------- ------------- ------------------------------ ---------------- -------------
Additions -
Balance at Additions - Charged to
Beginning Charged to Other Balance at
of Period Costs and Accounts - Deductions - End of
Description Expenses Describe Describe Period
- ------------------------------- ------------- -------------- --------------- ---------------- -------------
(Amounts in thousands)

Year ended December 31, 2002:
Deducted from asset account:
Allowance for doubtful
accounts $ 1,760 $ 1,633 $ -- $ 2,528 $ 865

Year ended December 31, 2001:
Deducted from asset account:
Allowance for doubtful
accounts $ 135 $ 2,635 $ 1,386 (3) $ 2,396 (1) $ 1,760

Year ended December 31, 2000:
Deducted from asset account:
Allowance for doubtful
Accounts $ 681 $ 1,235 $ 0 $ 1,781 (1) $ 135
Inventory reserve $ 53 $ 0 $ 0 $ 53 (2) $ 0

<FN>
(1) Uncollectible accounts written off.

(2) Inventory acquired from Hi/LO written off.

(3) Reserves assumed upon acquisition of Mid-State.

</FN>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

O'REILLY AUTOMOTIVE, INC.
(Registrant)

Date: March 27, 2003
By /s/ David E. O'Reilly
---------------------------------------
David E. O'Reilly
Co-Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the registrant in the
capacities and on the dates indicated.

Signature Title Date
- ------------------------------------- ---------------------------------------------- --------------

Director, Co-Chairman of the Board and Chief March 27, 2003
/s/David E. O'Reilly Executive Officer (principal executive officer)
- -------------------------------------
David E. O'Reilly

/s/Lawrence P. O'Reilly Director and Co-Chairman of the Board March 27, 2003
- -------------------------------------
Lawrence P. O'Reilly

/s/Charles H. O'Reilly, Jr. Director and Vice-Chairman of the Board March 27, 2003
- -------------------------------------
Charles H. O'Reilly, Jr.

/s/Rosalie O'Reilly Wooten Director March 27, 2003
- -------------------------------------
Rosalie O'Reilly Wooten

/s/Ted F. Wise Co-President March 27, 2003
- -------------------------------------
Ted F. Wise

/s/Greg Henslee Co-President March 27, 2003
- -------------------------------------
Greg Henslee
Vice-President of Finance
Chief Financial Officer and Treasurer
/s/James R. Batten (principal financial officer) March 27, 2003
- -------------------------------------
James R. Batten

/s/ Jay D. Burchfield Director March 27, 2003
- -------------------------------------
Jay D. Burchfield

/s/ Joe C. Greene Director March 27, 2003
- -------------------------------------
Joe C. Greene

/s/ Paul R. Lederer Director March 27, 2003
- -------------------------------------
Paul R. Lederer

CERTIFICATIONS

I, David E. O'Reilly, certify that:

1. I have reviewed this annual report on Form 10-K of O'Reilly Automotive,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):

a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

/s/ David E. O'Reilly
---------------------------------------
Co-Chairman and Chief Executive Officer

March 27, 2003

CERTIFICATIONS

I, James R. Batten, certify that:

1. I have reviewed this annual report on Form 10-K of O'Reilly Automotive,
Inc.;

b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

/s/ James R. Batten
------------------------------------------
Vice-President of Finance, Chief Financial
Officer and Treasurer
March 27, 2003

EXHIBIT INDEX
Exhibit
No. Description
- ------- ------------

2.1* Plan of Reorganization Among the Registrant, Greene County Realty Co.
("Greene County Realty") and Certain Shareholders.

2.2 Agreement and Plan of Merger, dated as of December 23, 1997, by and among
O'Reilly Automotive, Inc., Shamrock Acquisition, Inc. and Hi/LO Automotive,
Inc., filed as Exhibit (c)(1) to the Registrant's Tender Offer Statement on
Schedule 14D-1 dated December 23, 1997, are incorporated herein by this
reference.

3.1* Restated Articles of Incorporation of the Registrant.

3.2* Amended and Restated Bylaws of the Registrant.

3.3 Restated Articles of Incorporation of the Registrant, as Amended, filed as
Exhibit 3.3 to the Registrant's quarterly report on Form 10-Q for the
quarter ended September 30,1999, are incorporated herein by this reference.

4.1* Form of Stock Certificate for Common Stock.

4.2 Rights Agreement, dated as of May 7, 2002, between O'Reilly Automotive,
Inc. and UMB Bank, N.A., as Rights Agent, including the form of Certificate
of Designation, Preferences and Rights as Exhibit A, the form of Rights
Certificates as Exhibit B and the Summary of Rights as Exhibit C, filed as
Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated May 8,
2002, is incorporated herein by this reference.

10.1* (a) Form of Employment Agreement between the Registrant and David E.
O'Reilly, Lawrence P. O'Reilly, Charles H. O'Reilly, Jr. and Rosalie
O'Reilly Wooten.

10.2* Lease between the Registrant and O'Reilly Investment Company.

10.3* Lease between the Registrant and O'Reilly Real Estate Company.

10.4 (a) Form of Retirement Agreement between the Registrant and David E.
O'Reilly, Lawrence P. O'Reilly, Charles H. O'Reilly, Jr. and Rosalie
O'Reilly Wooten, filed as Exhibit 10.4 to the Registrant's Annual
Shareholders' Report on Form 10-K for the year ended December 31, 1997, is
incorporated herein by this reference.

10.7 (a) O'Reilly Automotive, Inc. Profit Sharing and Savings Plan, filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, File
No. 33-73892, is incorporated herein by this reference.

10.8* (a) O'Reilly Automotive, Inc. 1993 Stock Option Plan.

10.9* (a) O'Reilly Automotive, Inc. Stock Purchase Plan.

10.10* (a) O'Reilly Automotive, Inc. Director Stock Option Plan.

10.11* Commercial and Industrial Real Estate Sale Contract between Westinghouse
Electric Corporation and Registrant.

Page E-1

EXHIBIT INDEX (continued)

Exhibit
No. Description
- ------- -------------

10.12* Form of Assignment, Assumption and Indemnification Agreement between
Greene County Realty and Shamrock Properties, Inc.

10.13 Loan commitment and construction loan agreement between the Registrant and
Deck Enterprises, filed as Exhibit 10.13 to the Registrant's Annual
Shareholders' Report on Form 10-K for the year ended December 31, 1993, are
incorporated here by this reference.

10.14 Lease between the Registrant and Deck Enterprises, filed as Exhibit 10.14
to the Registrant's Annual Shareholders' Report on Form 10-K for the year
ended December 31, 1993, is incorporated here by this reference.

10.15(a) Amended Employment Agreement between the Registrant and Charles H.
O'Reilly, Jr., filed as Exhibit 10.17 to the Registrant's Annual
Shareholders' Report on Form 10-K for the year ended December 31, 1996, is
incorporated herein by this reference.

10.16 O'Reilly Automotive, Inc. Performance Incentive Plan, filed as Exhibit
10.18 (a) to the Registrant's Annual Shareholders' Report on Form 10-K for
the year ended December 31, 1996, is incorporated herein by this reference.

10.17(a) Second Amendment to the O'Reilly Automotive, Inc. 1993 Stock Option
Plan, filed as Exhibit 10.20 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, is incorporated herein by this
reference.

10.18 Credit Agreement between the Registrant and NationsBank, N.A. , dated
October 16, 1997, filed as Exhibit 10.17 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997, is
incorporated herein by this reference.

10.19 Credit Agreement between the Registrant and NationsBank, N.A. , dated
January 27, 1998, filed as Exhibit 10.20 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998, is incorporated
herein by this reference.

10.20 (a) Third Amendment to the O'Reilly Automotive, Inc. 1993 Stock Option
Plan, filed as Exhibit 10.21 to the Registrant's Amended Quarterly Report
on Form 10-Q/A for the quarter ended March 31, 1998, is incorporated herein
by this reference.

10.21 (a) First Amendment to the O'Reilly Automotive, Inc. Directors' Stock
Option Plan, filed as Exhibit 10.22 to the Registrant's Amended Quarterly
Report on Form 10-Q/A for the quarter ended March 31, 1998, is incorporated
herein by this reference.

10.22 (a) O'Reilly Automotive, Inc. Deferred Compensation Plan, filed as Exhibit
10.23 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, is incorporated herein by this reference.

10.23 Trust Agreement between the Registrant's Deferred Compensation Plan and
Bankers Trust, dated February 2, 1998, filed as Exhibit 10.24 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, is incorporated herein by this reference.

Page E-2

EXHIBIT INDEX (continued)

Exhibit
No. Description
- ------- -------------

10.24(a) 2001 Amendment to the O'Reilly Automotive, Inc. 1993 Stock Option Plan,
dated May 8, 2001, filed herewith.

10.25 Note Purchase Agreement, filed as Exhibit 10.25 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, is
incorporated herein by this reference.

10.26(a) First Amendment to Retirement Agreement, dated February 7, 2001, filed on
Exhibit 10.26 to the Registrant's Annual Shareholders' Report on Form 10-K
for the year ended December 31, 2001, is incorporated herein by this
reference.

10.27(a) Fourth Amendment to the O'Reilly Automotive, Inc. 1993 Stock Option Plan,
dated February 7, 2001, filed on Exhibit 10.27 to the Registrant's Annual
Shareholders' Report on Form 10-K for the year ended December 31, 2001, is
incorporated herein by this reference.

10.28 Credit Agreement between Registrant and Wells Fargo Bank, N.A., dated July
29, 2002 filed as Exhibit 10.28 to the Registrant's Quarterly Report on
From 10-Q for the quarter ended June 30, 2002, is incorporated herein by
this reference.

13.1 Portions of the 2002 Annual Report to Shareholders, filed herewith.

21.1 Subsidiaries of the Registrant, filed herewith.

23.1 Consent of Ernst & Young LLP, independent auditors, filed herewith.

99.1 Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.

99.2 Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.

<FN>
* Previously filed as Exhibit of same number to the Registration Statement of
the Registrant on Form S-1, File No. 33-58948, and incorporated here by
this reference.

(a) Management contract or compensatory plan or arrangement required to be
filed pursuant to Item 14(c) of Form 10-K.
</FN>

Page E-3

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders

Selected Consolidated Financial Data

Years ended December 31, 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993
- ------------------------ ---------- ---------- -------- -------- -------- -------- -------- -------- -------- --------
(In thousands, except per share data)

INCOME STATEMENT DATA:
Product sales $1,312,490 $1,092,112 $890,421 $754,122 $616,302 $316,399 $259,243 $201,492 $167,057 $137,164
Cost of goods sold,
including warehouse and
distribution expenses 759,090 624,294 507,720 428,832 358,439 181,789 150,772 116,768 97,758 82,102
---------- ---------- -------- -------- -------- -------- -------- -------- -------- --------
Gross profit 553,400 467,818 382,701 325,290 257,863 134,610 108,471 84,724 69,299 55,062
Operating, selling, general
and administrative expenses 415,099 353,987 292,672 248,370 200,962 97,526 79,620 62,687 52,142 42,492
---------- ---------- -------- -------- -------- -------- -------- -------- -------- --------
Operating income 138,301 113,831 90,029 76,920 56,901 37,084 28,851 22,037 17,157 12,570
Other income (expense), net (7,319) (7,104) (6,870) (3,896) (6,958) 472 1,182 236 376 216
Provision for income taxes 48,990 40,375 31,451 27,385 19,171 14,413 11,062 8,182 6,461 4,556
---------- ---------- -------- -------- -------- -------- -------- -------- -------- --------
Income from continuing
operations 81,992 66,352 51,708 45,639 30,772 23,143 18,971 14,091 11,072 8,230
---------- ---------- -------- -------- -------- -------- -------- -------- -------- --------
Income from discontinued
operations - - - - - - - - - 48
---------- ---------- -------- -------- -------- -------- -------- -------- -------- --------
Net income $ 81,992 $ 66,352 $ 51,708 $ 45,639 $ 30,772 $ 23,143 $ 18,971 $ 14,091 $ 11,072 $ 8,278
========== ========== ======== ======== ======== ======== ======== ======== ======== ========
BASIC EARNINGS PER COMMON
SHARE:
Income per share from
continuing operations $ 1.54 $ 1.27 $ 1.01 $ 0.94 $ 0.72 $ 0.55 $ 0.45 $ 0.40 $ 0.32 $ 0.25
Income per share from
discontinued operations - - - - - - - - - -
---------- ---------- -------- -------- -------- -------- -------- -------- -------- --------
Net income per share $ 1.54 $ 1.27 $ 1.01 $ 0.94 $ 0.72 $ 0.55 $ 0.45 $ 0.40 $ 0.32 $ 0.25
========== ========== ======== ======== ======== ======== ======== ======== ======== ========
Weighted-average common
shares outstanding 53,114 52,121 51,168 48,674 42,476 42,086 41,728 35,640 34,620 32,940
========== ========== ======== ======== ======== ======== ======== ======== ======== ========

EARNINGS PER COMMON SHARE-
ASSUMING DILUTION:
Income per share from
continuing operations $ 1.53 $ 1.26 $ 1.00 $ 0.92 $ 0.71 $ 0.54 $ 0.45 $ 0.39 $ 0.32 $ 0.25
Income per share from
discontinued operations - - - - - - - - - -
---------- ---------- -------- -------- -------- -------- -------- -------- -------- --------
Net income per share $ 1.53 $ 1.26 $ 1.00 $ 0.92 $ 0.71 $ 0.54 $ 0.45 $ 0.39 $ 0.32 $ 0.25
========== ========== ======== ======== ======== ======== ======== ======== ======== ========
Weighted-average common
shares outstanding-adjusted 53,692 52,786 51,728 49,715 43,204 42,554 42,064 35,804 34,778 33,046
========== ========== ======== ======== ======== ======== ======== ======== ======== ========

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Selected Consolidated Financial Data (continued)

Years ended December 31, 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993
- ------------------------------- --------- -------- -------- -------- -------- -------- -------- -------- -------- --------
(In thousands, except selected operating data)

SELECTED OPERATING DATA:
Number of stores at year-end (a) 981 875 672 571 491 259 219 188 165 145
Total store square footage at
year-end (in 000's) (a) (b) 6,617 5,882 4,491 3,777 3,172 1,454 1,155 923 785 671
Weighted-average product sales
per store (in 000's) (a) (b) $ 1,415 $ 1,425 $ 1,412 $ 1,423 $ 1,368 $ 1,306 $ 1,239 $ 1,101 $ 1,007 $ 949
Weighted-average product sales
per square foot (b) (e) $ 210.70 $ 213.00 $ 212.60 $ 216.50 $ 238.00 $ 235.80 $ 242.20 $ 227.30 $ 215.40 $ 208.70
Percentage increase in same-
store product sales open two
full periods (c) 3.1% 8.2% 4.0% 9.6% 6.8% 6.8% 14.4% 8.9% 8.9% 14.9%
Percentage increase in same-store
product sales open one year (d) 3.7% 8.8% 5.0%

BALANCE SHEET DATA:

Working capital $ 483,623 $429,527 $296,272 $249,351 $208,363 $ 93,763 $ 74,403 $ 80,471 $ 41,416 $ 41,193

Total assets 1,009,419 856,859 715,995 610,442 493,288 247,617 183,623 153,604 87,327 73,112

Short-term debt 682 16,843 49,121 19,358 13,691 130 3,154 231 311 495

Long-term debt, less
current portion 190,470 165,618 90,463 90,704 170,166 22,641 237 358 461 732

Shareholders' equity 650,524 556,291 463,731 403,044 218,394 182,039 155,782 133,870 70,224 57,805

<FN>
(a) Store count for 2002 does not include 27 stores acquired from Dick Smith
Enterprises and Davie Automotive, Inc. in December 2002.

(b) Total square footage includes normal selling, office, stockroom and
receiving space. Weighted-average product sales per store and per square
foot are weighted to consider the approximate dates of store openings or
expansions.

(c) Same-store product sales data are calculated based on the change in product
sales of only those stores open during both full periods being compared.
Percentage increase in same-store product sales is calculated based on
store sales results, which exclude sales of specialty machinery, sales by
outside salesmen and sales to employees.

(d) Beginning January 2000, same-store product sales data are calculated based
on the change in product sales of stores open at least one year. Percentage
increase in same-store product sales is calculated based on store sales
results, which exclude sales of specialty machinery, sales by outside
salesmen and sales to employees.

(e) 1998 does not include stores acquired from Hi/LO. Consolidated
weighted-average product sales per square foot were $207.30.

</FN>

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition, results of operations
and liquidity and capital resources should be read in conjunction with our
consolidated financial statements, related notes and other financial information
included elsewhere in this annual report.

We are one of the largest specialty retailers of automotive aftermarket
parts, tools, supplies, equipment and accessories in the United States, selling
our products to both do-it-yourself ("DIY") customers and professional
installers. Our stores carry an extensive product line consisting of new and
remanufactured automotive hard parts, maintenance items and accessories, and a
complete line of auto body paint and related materials, automotive tools and
professional service equipment.

Beginning in January 2000, we calculate same-store product sales based on
the change in product sales for stores open at least one year. We also calculate
same-store product sales based on the change in product sales of only those
stores open during both full periods being compared. We calculate the percentage
increase in both same-store product sales based on store sales results, which
exclude sales of specialty machinery, sales by outside salesmen and sales to
employees.

Cost of goods sold consists primarily of product costs and warehouse and
distribution expenses. Cost of goods sold as a percentage of product sales may
be affected by variations in our product mix, price changes in response to
competitive factors and fluctuations in merchandise costs and vendor programs.

Operating, selling, general and administrative expenses consist primarily
of store payroll, store occupancy, advertising expenses, other store expenses
and general and administrative expenses, including salaries and related benefits
of corporate team members, administrative office occupancy expenses, data
processing, professional expenses and other related expenses.

DISCLOSURE AND INTERNAL CONTROL

Our chief executive officer and chief financial officer have reviewed and
evaluated the Company's disclosure controls and procedures as of December 31,
2002. Based on such review and evaluation, the officers believe that the
disclosure controls and procedures are designed effectively to ensure that the
information required to be disclosed by the Company in the reports that it files
or submits under the Securities Exchange Act of 1934, as amended, (i) is
recorded, processed, summarized and reported within the time period specified in
the SEC's rules and forms and that the information required to be discussed by
the Company in the reports that it files and submits under the Securities
Exchange Act of 1934, as amended, and (ii) is documented and communicated to the
Company's management, including the officers, as appropriate to allow timely
decisions regarding required disclosure. There were no significant changes in
the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The fundamental objective of financial reporting is to provide useful
information that allows a reader to comprehend the business activities of our
company. To aid in that understanding, management has identified our "critical
accounting policies." These policies have the potential to have a more
significant impact on our financial statements, either because of the
significance of the financial statement item to which they relate, or because
they require judgment and estimation due to the uncertainty involved in
measuring, at a specific point in time, events which are continuous in nature.

o Cost of goods sold - Cost of goods sold includes estimates of shortages
that are adjusted upon physical inventory counts in subsequent periods and
estimates of amounts due from vendors for certain merchandise allowances
and rebates. These estimates are consistent with historical experience.

o Operating, selling, general and administrative expense ("OSG&A") -
Operating, selling, general and administrative expense includes estimates
for worker's compensation and other general liability obligations, which
are partially based on estimates of certain claim costs and historical
experience.

o Credit operations - Allowance for doubtful accounts is estimated based on
historical loss ratios and consistently have been within management's
expectations.

o Revenue - We recognize sales upon shipment of the products.

o Stock-based compensation - We have elected to use the intrinsic value
method of accounting for stock options issued under our stock option plans
and accordingly do not record an expense for such stock options. For
purposes of pro forma disclosures under the fair value method, the
estimated fair value of the options is amortized to expense over the
options' vesting period. Our pro forma information for the years ended
December 31, is as follows:

2002 2001 2000
-------------------------------------
(In thousands, except per share data)

Net income as reported......................... $ 81,992 $ 66,352 $ 51,708
=====================================
Stock-based compensation expense
as reported................................. $ - $ - $ -
Stock-based compensation expense
under fair value method..................... $ 7,217 $ 5,406 $ 3,531
-------------------------------------
Pro forma net income........................... $ 74,775 $ 60,946 $ 48,177
=====================================
Pro forma basic net income per share........... $ 1.41 $ 1.17 $ 0.94
=====================================
Pro forma net income per share-
assuming dilution........................... $ 1.39 $ 1.15 $ 0.93
=====================================

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Results of Operations

The following table sets forth certain income statement data as a
percentage of product sales for the years indicated:

Years ended December 31,
------------------------------
2002 2001 2000

Product sales............................................ 100.0% 100.0% 100.0%
Cost of goods sold, including warehouse and
distribution expenses............................. 57.8 57.2 57.0
------------------------------
Gross profit 42.2 42.8 43.0
Operating, selling, general and administrative
expenses............................................ 31.6 32.4 32.9
------------------------------
Operating income......................................... 10.6 10.4 10.1
Other expense, net....................................... (0.6) (0.6) (0.8)
------------------------------
Income before income taxes............................... 10.0 9.8 9.3
Provision for income taxes............................... 3.7 3.7 3.5
------------------------------
Net income............................................... 6.3% 6.1% 5.8%
==============================

2002 Compared to 2001

Product sales increased $220.4 million, or 20.2% from $1.09 billion in 2001
to $1.31 billion in 2002, due to 106 net additional stores opened during 2002,
and a 3.7% increase in same-store product sales for stores open at least one
year. We believe that the increased product sales achieved by the existing
stores are the result of our offering of a broader selection of products in most
stores, an increased promotional and advertising effort through a variety of
media and localized promotional events, and continued improvement in the
merchandising and store layouts of most stores. Also, our continued focus on
serving professional installers contributed to increased sales.

Gross profit increased 18.3% from $467.8 million (or 42.8% of product
sales) in 2001 to $553.4 million (or 42.2% of product sales) in 2002. The
increase in gross profit dollars is primarily due to increases in sales. The
decrease in gross profit as a percent of product sales is primarily due to
increased sales to independent jobbers, which are at a lower gross margin, and
increased distribution costs at the distribution centers acquired from Mid-State
Automotive Distributors, Inc.

Operating, selling, general and administrative expenses increased $61.1
million from $354.0 million (or 32.4% of product sales) in 2001 to $415.1
million (or 31.6% of product sales) in 2002. The increase in these expenses in
dollar amount was primarily attributable to increased salaries and benefits,
rent and other costs associated with the addition of employees and facilities to
support the increased level of our operations. The decrease in OSG&A expenses as
a percent of product sales was primarily due to reductions in payroll, benefits
and other OSG&A expenses through management's expense control initiatives.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Other expense, net, increased by $215,000 from $7.1 million in 2001 to $7.3
million in 2002. The increase was primarily due to interest expense on increased
borrowings under our credit facility and a decrease in interest income.

Provision for income taxes increased from $40.4 million in 2001 (37.8%
effective tax rate) to $49.0 million in 2002 (37.4% effective tax rate). The
increase in the dollar amount was primarily due to the increase of income before
income taxes. The decrease in the effective rate was primarily due to changes in
the mix of business between the states in which we operate.

Principally as a result of the foregoing, net income in 2002 was $82.0
million (or 6.3% of product sales), an increase of $15.6 million (or 23.6%of
product sales) from net income in 2001 of $66.4 million (or 6.1% of product
sales).

2001 Compared to 2000

Product sales increased $201.7 million, or 22.7% from $890.4 million in
2000 to $1.09 billion in 2001, primarily due to 121 net additional stores opened
during 2001, an 8.8% increase in same-store product sales for stores open at
least one year. We believe that the increased product sales achieved by the
existing stores are the result of our offering of a broader selection of
products in most stores, an increased promotional and advertising effort through
a variety of media and localized promotional events, and continued improvement
in the merchandising and store layouts of most stores. Also, our continued focus
on serving professional installers contributed to increased sales.

Gross profit increased 22.2% from $382.7 million (or 43.0% of product
sales) in 2000 to $467.8 million (or 42.8% of product sales) in 2001.

Operating, selling, general and administrative expenses increased $61.3
million from $292.7 million (or 32.9% of product sales) in 2000 to $354.0
million (or 32.4% of product sales) in 2001. The increase in these expenses in
dollar amount was primarily attributable to increased salaries and benefits,
rent and other costs associated with the addition of employees and facilities to
support the increased level of our operations.

Other expense, net, increased by $234,000 from $6.9 million in 2000 to $7.1
million in 2001. The increase was primarily due to interest expense on increased
debt levels related to the issuing of $100 million of senior notes, partially
offset by lower interest expense on borrowings under the revolving credit
facility due to lower interest rates.

Provision for income taxes increased from $31.5 million in 2000 (37.8%
effective tax rate) to $40.4 million in 2001 (37.8% effective tax rate). The
increase in the dollar amount was due to the increase of income before income
taxes.

Principally as a result of the foregoing, net income in 2001 was $66.4
million (or 6.1% of product sales), an increase of $14.6 million (or 28.3%of
product sales) from net income in 2000 of $51.7 million (or 5.8% of product
sales).

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources

Net cash provided by operating activities was $104.5 million in 2002, $50.0
million in 2001 and $5.8 million in 2000. The increase in cash provided by
operating activities in 2002 compared to 2001 is primarily due to increases in
net income, accounts payable, income taxes payable, accrued payroll and accrued
benefits and withholdings, partially offset by increases in receivables and
inventory. The increase in cash provided by operating activities in 2001
compared to 2000 is largely the result of smaller increases in inventory,
increased net income and to a lesser extent, increased accrued benefits and
withholdings. This increase in cash provided by operating activities in 2001
compared to 2000 was partially offset by the increase in amounts receivable from
vendors and a decrease in accounts payable and other current liabilities.

Net cash used in investing activities was $105.4 million in 2002, $77.8
million in 2001 and $40.5 million in 2000. The increase in cash used in
investing activities in 2002 was primarily due to increased purchases of
property and equipment. The increase in cash used in investing activities in
2001 was largely due to the purchase of Mid-State, as discussed in Note 2 of the
Consolidated Financial Statements, and a significant reduction in the amount of
proceeds received from the sale of property and equipment.

On December 15, 2000, we entered into a $50 million Synthetic Operating
Lease Facility ("the Facility") with a group of financial institutions. Under
the Facility, the Lessor generally acquires land to be developed for O'Reilly
Auto Parts stores and funds the development thereof by the Company as the
Construction Agent and Guarantor. We subsequently leases the property from the
Lessor for an initial term through December 15, 2005, and has an option to
request two additional successive renewal periods of five years each. The
Facility provides for a residual value guarantee of $41.7 million at December
31, 2002, and purchase options on the properties. It also contains provisions
for an event of default whereby the Lessor, among other things, may require us
to purchase any or all of the properties. We are utilizing the Facility to
finance a portion of its store growth. Funding under the Facility at December
31, 2002, and 2001, totaled $49.0 million and $43.0 million, respectively.
Future minimum rental commitments under the Facility have been included in the
table of future minimum annual rental commitments below. Our lessor under the
Facility acts as lessor to numerous other lessees under similar synthetic lease
arrangements and has no other operations. The Company's maximum loss under its
Facility is limited to its $41.7 million residual value guarantee and none of
the Company's assets have been pledged as collateral for the Lessor's
obligations.

On December 29, 2000, we completed a sale-leaseback transaction. Under the
terms of the transaction, we sold 90 properties, including land, buildings and
improvements, for $52.3 million. The lease, which is being accounted for as an
operating lease, provides for an initial lease term of 21 years and may be
extended for one initial ten-year period and two additional successive periods
of five years each. The resulting gain of $4.5 million has been deferred and is
being amortized over the initial lease term. Net rent expense during the initial
term will be approximately $5.5 million annually and is included in the table of
future minimum annual rental commitments under non-cancelable operating leases.
Proceeds from the transaction were used to reduce outstanding borrowings under
our former revolving credit facility.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

On May 16, 2001, we completed a $100 million private placement of two
series of unsecured senior notes ("Senior Notes"). The Series 2001-A Senior
Notes were issued for $75 million, are due May 16, 2006, and bear interest at
7.72% per year. The Series 2001-B Senior Notes were issued for $25 million, are
due May 16, 2008, and bears interest at 7.92% per year. The private placement
agreement allows for a total of $200 million of Senior Notes issuable in series
and is guaranteed by all of our susidiaries. Proceeds from the transaction were
used to reduce outstanding borrowings under our former revolving credit
facility.

In August, 2001, we completed a sale-leaseback with O'Reilly-Wooten 2000
LLC (an entity owned by certain shareholders of the Company). The transaction
closed on September 1, 2001, with a purchase price of approximately $5.6 million
for nine O'Reilly Auto Parts stores and did not result in a material gain or
loss. The lease, which has been accounted for as an operating lease, calls for
an initial term of 15 years with three five-year renewal options.

Capital expenditures were $102.3 million in 2002, $68.5 million in 2001 and
$82.0 million in 2000. These expenditures were primarily related to the opening
of new stores, as well as the relocation or remodeling of existing stores. We
either opened or acquired 106, 203 and 101 net stores in 2002, 2001 and 2000,
respectively. Eighteen net, additional stores were acquired in December 2002,
and will be included in 2003 as new stores. We remodeled or relocated 27 stores
in 2002, 16 stores in 2001 and 8 stores in 2000. Three new distribution centers
were acquired; two in October 2001, located in Nashville, Tennessee and
Knoxville, Tennessee, and one in October 2000, located in Little Rock, Arkansas.

Our continuing store expansion program requires significant capital
expenditures and working capital principally for inventory requirements. The
costs associated with the opening of a new store (including the cost of land
acquisition, improvements, fixtures, inventory and computer equipment) are
estimated to average approximately $900,000 to $1.1 million; however, such costs
may be significantly reduced where we lease, rather than purchase, the store
site. Although the cost to acquire the business of an independently owned parts
store varies, depending primarily upon the amount of inventory and the amount,
if any, of real estate being acquired, we estimate that the average cost to
acquire such a business and convert it to one of our stores is approximately
$400,000. We plan to finance our expansion program through cash expected to be
provided from operating activities and available borrowings under our existing
credit facilities.

On July 29, 2002, we completed an unsecured, three-year syndicated credit
facility in the amount of $150 million led by Wells Fargo Bank as the
Administrative Agent replacing a five-year syndicated credit facility. The new
credit facility is guaranteed by all of our subsidiaries and may be increased to
a total of $200 million, subject to availability of such additional credit from
either existing banks within the facility or other banks. The Credit Facility
bears interest at LIBOR plus .875% (2.26% at December 31, 2002) and expires in
July 2005. At December 31, 2002, and 2001, $90,000,000 and $61,350,000,
respectively, of the revolving credit facility were outstanding. Additionally,
$15 million of the term loan under the old credit facility outstanding at
December 31, 2001,was fully repaid in 2002.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Our contractual obligations, including commitments for future payments
under non-cancelable lease arrangements and short and long-term debt
arrangements, are summarized below and are fully disclosed in Notes 6 and 7 to
the consolidated financial statements.

Payments Due By Period
----------------------------------------------------------
Less than 2-3 4-5 After 5
Total 1 Year Years Years Years
---------- ---------- ---------- ---------- ----------
Contractual Obligations: (In thousands)

Notes payable......................... $ 95 $ 78 $ 17 $ - $ -
Long-term debt........................ 190,076 12 90,027 75,033 25,004
Capital lease obligations............. 981 592 389 - -
Operating leases...................... 252,301 29,882 51,346 39,004 132,069
Unconditional purchase commitments.... 41,094 41,094 - - -
---------- ---------- ---------- ---------- ----------
Total contractual cash obligations.... $ 484,547 $ 71,658 $ 141,779 $ 114,037 $ 157,073
========== ========== ========== ========== ==========

We believe that our existing cash, short-term investments, cash expected to
be provided by operating activities, available bank credit facilities and trade
credit will be sufficient to fund both our short- and long-term capital needs
for the foreseeable future.

Inflation and Seasonality

We succeeded, in many cases, in reducing the effects of merchandise cost
increases principally by taking advantage of vendor incentive programs,
economies of scale resulting from increased volume of purchases and selective
forward buying. As a result, we do not believe that our operations have been
materially affected by inflation.

Our business is somewhat seasonal, primarily as a result of the impact of
weather conditions on store sales. Store sales and profits have historically
been higher in the second and third quarters (April through September) of each
year than in the first and fourth quarters.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Quarterly Results

The following table sets forth certain quarterly unaudited operating data
for fiscal 2002 and 2001. The unaudited quarterly information includes all
adjustments which management considers necessary for a fair presentation of the
information shown.

The unaudited operating data presented below should be read in conjunction
with our Consolidated Financial Statements and related notes included elsewhere
in this annual report, and the other financial information included here.

Fiscal 2002
------------------------------------------------------------
(In thousands, except per share data)
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------

Product sales...................................... $ 295,489 $ 343,181 $ 359,579 $ 314,241
Gross profit....................................... 126,028 144,186 152,196 130,990
Operating income................................... 28,638 37,769 40,723 31,171
Net income......................................... 16,642 22,547 24,096 18,707
Basic net income per common share.................. 0.31 0.42 0.45 0.35
Net income per common share-assuming dilution...... 0.31 0.42 0.45 0.35

Fiscal 2001
------------------------------------------------------------
(In thousands, except per share data)
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------

Product sales...................................... $ 239,063 $ 280,676 $ 293,996 $ 278,377
Gross profit....................................... 102,426 117,789 125,287 122,316
Operating income................................... 21,732 30,758 34,142 27,199
Net income......................................... 12,317 17,987 20,140 15,908
Basic net income per common share.................. 0.24 0.35 0.38 0.30
Net income per common share-assuming dilution...... 0.24 0.34 0.38 0.30

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Shareholder Rights Plan

On May 17, 2002, the Board of Directors adopted a Shareholder Rights Plan.
One Right was distributed for each share of common stock, par value $.01 per
share, of the Company held by stockholders of record as of the close of business
on May 31, 2002. The Rights initially entitle stockholders to buy a unit
representing one one-hundredth of a share of a new series of preferred stock of
the Company for $160 and expire on May 30, 2012. The Rights generally will be
exercisable only if a person or group acquires beneficial ownership of 15% or
more of the Company's common stock or commences a tender or exchange offer upon
consummation of which such person or group would beneficially own 15% or more of
the Company's common stock. If a person of group acquires beneficial ownership
of 15% or more of the Company's common stock, each Right (other than Rights held
by the acquiror) will, unless the Rights are redeemed by the Company, become
exercisable upon payment of the exercise price of $160 for common stock of the
Company having a market value of twice the exercise price of the Right. A copy
of the Stockholder Rights Plan was filed on May 28, 2002, with the Securities
and Exchange Commission, as Exhibit 99.1 to our report on Form 8-K.

New Accounting Standards

In August 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Asset, superseding Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
SFAS 144 applies to all long-lived assets, including discontinued operations.
SFAS 144 requires that those long-lived assets classified as held for sale be
measured at the lower of carrying amount (cost less accumulated depreciation) or
fair value less costs to sell. Discontinued operations will no longer be
measured at net realizable value or include amounts for operating losses that
have not yet occurred. SFAS 144 also broadens the reporting of discontinued
operations to include all components of an entity with operations that can be
distinguished from the rest of the entity and that will be eliminated from the
ongoing operations of the entity in a disposal transaction. We do not expect the
adoption of the new statement to have a significant financial impact on our
consolidated financial position or results of operations.

In June, 2002, the Financial Accounting Standards Board issued Statement
No. 146, Accounting for Costs Associated with Exit or Disposal Activities. Under
the new rules, a liability for the costs associated with an exit or disposal
activity will be recognized when the liability is incurred as opposed to the
date of an entity's commitment to an exit plan. The new rules are effective for
exit or disposal activities that are initiated after December 31, 2002. We do
not expect the adoption of new rules to have a significant impact on our
consolidated financial position or results of operations.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

In December 2002, the Financial Accounting Standards Board issued Statement
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure,
amending SFAS 123, Accounting for Stock-Based Compensation. SFAS 148 gives
companies electing to expense employee stock options three methods to do so. In
addition, the statement amends the disclosure requirements to require more
prominent disclosure about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results in both
annual and interim financial statements. We have elected to continue using the
intrinsic value method of accounting for stock-based compensation. Therefore,
the new statement will not have any effect on our consolidated financial
position or results of operations. See Note 10 to the Consolidated Financial
Statements for additional information regarding stock-based compensation.

In November 2002, the Financial Accounting Standards Board issued
Interpretation 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees. The interpretation elaborates on the disclosures to be made in
interim and annual financial statements of a guarantor about its obligations
under certain guarantees that it has issued. It also clarifies that a guarantor
is required to recognize, at the inception of a guarantee, a liability for the
fair value of the obligation undertaken in issuing a guarantee. Initial
recognition and measurement provisions of the interpretation are applicable on a
prospective basis to guarantees issued or modified after December 31, 2002. The
disclosure requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. As of December 31, 2002, we did
not have any outstanding guarantees. Other than subsidiary guarantees of parent
debt as disclosed in Note 6 to the Consolidated Financial Statements.

In January 2003, the Financial Accounting Standards Board issued
Interpretation 46, Consolidation of Variable Interest Entities. The
interpretation expands upon and strengthens existing accounting guidance that
addresses when a company should include in its financial statements the assets,
liabilities and activities of another entity. A variable interest entity is a
corporation, partnership, trust or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity investors that do not provide sufficient financial resources for
the entity to support its activities. The interpretation requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
is entitled to receive a majority of the entity's residual returns or both. The
consolidation requirements of the interpretation apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. We have determined that our Lessor under the Synthetic
Lease Facility is a variable interest entity under Interpretation No. 46 and
that we are the primary beneficiary. We are evaluating the various options and
their related impact on our consolidated financial position or results of
operations.

During 2002, the Emerging Issues Task Force reached a consensus on Issue
No. 02-16, Accounting by a Customer (including a Reseller) for Certain
Consideration Received from a Vendor." Under the new guidance, cash
consideration received from a vendor should be classified as a reduction of cost
of sales. If the consideration received represents a payment for assets
delivered to the vendor, it should be classified as revenue. If the
consideration is a reimbursement of a specific, incremental, identifiable cost
incurred in selling the vendor's product, the cost should be characterized as a
reduction of that cost incurred. The guidance is effective for fiscal periods
beginning after December 15, 2002. We do not expect the adoption of this
guidance to have a significant impact on our consolidated financial position or
results of operations.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Forward-Looking Statements

We claim the protection of the safe-harbor for forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Certain statements contained within this discuss, among other things, expected
growth, store development and expansion strategy, business strategies, future
revenues and future performance. These forward-looking statements are based on
estimates, projections, beliefs and assumptions and are not guarantees of future
events and results. Such statements are subject to risks, uncertainties and
assumptions, including, but not limited to, competition, product demand, the
market for auto parts, the economy in general, inflation, consumer debt levels,
governmental approvals, our ability to hire and retain qualified employees,
risks associated with the integration of acquired businesses, weather, terrorist
activities, war and the threat of war. Actual results may materially differ from
anticipated results described in these forward-looking statements. Please refer
to the Risk Factors sections of the company's Form 10-K for the year ended
December 31, 2002, for more details.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Consolidated Balance Sheets
(In thousands, except per share data)

December 31,
2002 2001
------------ ------------

Assets
Current assets:
Cash............................................................... $ 29,333 $ 15,041
Accounts receivable, less allowance for doubtful accounts
of $865 in 2002 and $1,760 in 2001............................... 45,421 41,486
Amounts receivable from vendors, net............................... 42,918 38,440
Inventory.......................................................... 504,098 447,793
Refundable income taxes............................................ -- 168
Deferred income taxes.............................................. 5,040 3,908
Other current assets............................................... 4,235 3,827
---------- ----------
Total current assets..................................... 631,045 550,663

Property and equipment, at cost:
Land............................................................... 52,362 48,096
Buildings......................................................... 160,425 121,250
Leasehold improvements............................................. 57,376 45,456
Furniture, fixtures and equipment ................................. 177,293 143,046
Vehicles........................................................... 44,067 34,517
---------- ----------
491,523 392,365
Accumulated depreciation and amortization.......................... 137,922 103,361
---------- ----------
Net property and equipment............................... 353,601 289,004

Notes receivable....................................................... 1,880 2,557
Other assets, net...................................................... 22,893 14,635
---------- ----------
Total assets........................................................... $1,009,419 $ 856,859
========== ==========

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Consolidated Balance Sheets (continued)
December 31,
2002 2001
----------- -----------
(In thousands)

Liabilities and shareholders' equity
Current liabilities:
Notes payable to bank.............................................. $ -- $ 5,000
Income taxes payable............................................... 9,798 --
Accounts payable................................................... 85,370 61,875
Accrued payroll.................................................... 15,257 12,866
Accrued benefits and withholdings.................................. 19,165 14,038
Other current liabilities.......................................... 17,150 15,514
Current portion of long-term debt.................................. 682 11,843
---------- ----------
Total current liabilities................................ 147,422 121,136

Long-term debt, less current portion................................... 190,470 165,618
Deferred income taxes.................................................. 15,939 9,141
Other liabilities...................................................... 5,064 4,673
Commitments and contingencies.......................................... -- --

Shareholders' equity:
Preferred stock, $0.01 par value:
Authorized shares - 5,000,000
Issued and outstanding shares - none........................ -- --
Common stock, $0.01 par value:
Authorized shares - 90,000,000
Issued and outstanding shares - 53,371,242 in 2002 and
52,850,713 in 2001......................................... 534 528
Additional paid-in capital ............................................ 269,030 256,795
Retained earnings...................................................... 380,960 298,968
---------- ----------
Total shareholders' equity............................................. 650,524 556,291
---------- ----------
Total liabilities and shareholders' equity............................. $1,009,419 $ 856,859
========== ==========

See accompanying notes.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Consolidated Statements Of Income

Years ended December 31,
2002 2001 2000
------------ ------------ ------------
(In thousands, except per share data)

Product sales................................................... $ 1,312,490 $ 1,092,112 $ 890,421
Cost of goods sold, including warehouse and
distribution expenses...................................... 759,090 624,294 507,720
Operating, selling, general and administrative expenses......... 415,099 353,987 292,672
------------ ------------ ------------
1,174,189 978,281 800,392
------------ ------------ ------------
Operating income................................................ 138,301 113,831 90,029
Other income (expense):
Interest expense............................................ (9,248) (9,092) (8,362)
Interest income............................................. 989 1,362 439
Other, net.................................................. 940 626 1,053
------------ ------------ ------------
(7,319) (7,104) (6,870)
------------ ------------ ------------
Income before income taxes...................................... 130,982 106,727 83,159
Provision for income taxes...................................... 48,990 40,375 31,451
------------ ------------ ------------
Net income...................................................... $ 81,992 $ 66,352 $ 51,708
============ ============ ============
Basic income per common share:
Net income per common share..................................... $ 1.54 $ 1.27 $ 1.01
============ ============ ============
Weighted-average common shares outstanding...................... 53,114 52,121 51,168
============ ============ ============
Income per common share-assuming dilution:
Net income per common share-assuming dilution................... $ 1.53 $ 1.26 $ 1.00
============ ============ ============
Adjusted weighted-average common shares outstanding............. 53,692 52,786 51,728
============ ============ ============

See accompanying notes.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Consolidated Statements Of Shareholders' Equity

Additional
Common Stock Paid-In Retained
Shares Par Value Capital Earnings Total
----------------------------------------------------------------------
(In thousands)

Balance at December 31, 1999...................... 50,800 $ 508 $221,628 $180,908 $403,044
Issuance of common stock under
employee benefit plans..................... 364 3 4,535 - 4,538
Issuance of common stock under stock
option plans............................... 381 4 3,460 - 3,464
Tax benefit of stock options exercised........ - - 977 - 977
Net income.................................... - - - 51,708 51,708
----------------------------------------------------------------------
Balance at December 31, 2000...................... 51,545 515 230,600 232,616 463,731
Issuance of common stock under
employee benefit plans..................... 223 2 4,856 - 4,858
Issuance of common stock under
stock option plans......................... 1,083 11 14,924 - 14,935
Tax benefit of stock options exercised........ - - 6,415 - 6,415
Net income.................................... - - - 66,352 66,352
----------------------------------------------------------------------
Balance at December 31, 2001...................... 52,851 528 256,795 298,968 556,291
Issuance of common stock under
employee benefit plans..................... 223 3 6,094 - 6,097
Issuance of common stock under
stock option plans......................... 297 3 4,677 - 4,680
Tax benefit of stock options exercised........ - - 1,464 - 1,464
Net income.................................... - - - 81,992 81,992
----------------------------------------------------------------------
Balance at December 31, 2002...................... 53,371 $ 534 $269,030 $380,960 $650,524
======================================================================

See accompanying notes.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Consolidated Statements Of Cash Flows

Years ended December 31,
2002 2001 2000
---------- ---------- ----------
(In thousands)

Operating activities
Net income................................................................ $ 81,992 $ 66,352 $ 51,708
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation........................................................ 35,923 28,963 23,846
Amortization........................................................ 984 1,581 966
Provision for doubtful accounts..................................... 1,873 2,635 1,235
Loss (gain) on sale of property and equipment....................... (58) (158) 220
Deferred income taxes............................................... 5,666 6,371 3,245
Common stock contributed to employee benefit plans.................. 3,512 2,690 2,648
Tax benefit of stock options exercised.............................. 1,464 6,415 977
Changes in operating assets and liabilities,
net of the effects of the acquisition:
Accounts receivable............................................... (5,701) (3,432) (7,446)
Amounts receivable from vendors .................................. (4,478) (7,908) (3,191)
Inventory......................................................... (56,305) (35,115) (78,145)
Refundable income taxes........................................... 168 (76) 2,241
Other current assets.............................................. (788) 1,244 (444)
Accounts payable.................................................. 23,495 (16,891) 4,062
Income taxes payable.............................................. 9,798 (1,011) 1,011
Accrued payroll................................................... 2,391 3,557 3,031
Accrued benefits and withholdings................................. 5,127 4,678 (1,022)
Other current liabilities......................................... (1,148) (9,756) 870
Other liabilities................................................. 618 (110) 20
---------- ---------- ----------
Net cash provided by operating activities 104,533 50,029 5,832
---------- ---------- ----------
Investing activities
Purchases of property and equipment....................................... (102,257) (68,521) (81,987)
Proceeds from sale of property and equipment ............................. 2,278 8,534 52,861
Acquisition, net of cash acquired......................................... -- (20,536) --
Payments received on notes receivable..................................... 862 721 604
Investment in other assets................................................ (6,268) 1,956 (11,995)
---------- ---------- ----------
Net cash used in investing activities.......................... (105,385) (77,846) (40,517)
---------- ---------- ----------
Financing activities
Borrowings on notes payable to bank....................................... -- 5,000 30,000
Payments on notes payable to bank......................................... (5,000) (35,000) --
Proceeds from issuance of long-term debt.................................. 179,640 289,974 431,159
Principal payments on long-term debt...................................... (166,761) (243,422) (432,415)
Net proceeds from issuance of common stock................................ 7,265 17,102 5,354
---------- ---------- ----------
Net cash provided by financing activities................................. 15,144 33,654 34,098
---------- ---------- ----------
Net increase (decrease) in cash........................................... 14,292 5,837 (587)
Cash at beginning of year................................................. 15,041 9,204 9,791
---------- ---------- ----------
Cash at end of year....................................................... $ 29,333 $ 15,041 $ 9,204
========== ========== ==========

See accompanying notes.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

O'Reilly Automotive, Inc. ("the Company") is a specialty retailer and
supplier of automotive aftermarket parts, tools, supplies and accessories to
both the "DIY" customer and the professional installer throughout Alabama,
Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Mississippi, Missouri, Nebraska, North Carolina, Oklahoma, Tennessee
and Texas.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.

Revenue Recognition

The Company recognizes sales upon shipment of products.

Use of Estimates

The preparation of the consolidated financial statements, in conformity
with accounting principles generally accepted in the United States ("GAAP"),
requires management to make estimates and assumptions that affect the amounts
reported in the Consolidated Financial Statements and accompanying notes. Actual
results could differ from those estimates.

Inventory

Inventory, which consists of automotive hard parts, maintenance items,
accessories and tools, is stated at the lower of cost or market. Cost has been
determined using the last-in, first-out ("LIFO") method. If the first-in,
first-out ("FIFO") method of costing inventory had been used by the Company,
inventory would have been $499,501,000 and $442,989,000 as of December 31, 2002,
and 2001, respectively.

Amounts Receivable from Vendors

Amounts receivable from vendors consist primarily of amounts due the
Company for changeover merchandise, rebates and other allowances. Reserves for
uncollectable amounts receivable from vendors are provided for in the Company's
Consolidated Financial Statements and consistently have been within management's
expectations.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

Property and equipment are carried at cost. Depreciation is provided on
straight-line and accelerated methods over the estimated useful lives of the
assets. Service lives for property and equipment generally range from three to
forty years. Leasehold improvements are amortized over the terms of the
underlying leases. Maintenance and repairs are charged to expense as incurred.
Upon retirement or sale, the cost and accumulated depreciation are eliminated
and the gain or loss, if any, is included in the determination of net income as
a component of other income (expense). The Company reviews long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be fully recoverable.

The Company capitalizes interest costs as a component of construction in
progress, based on the weighted-average rates paid for long-term borrowings.
Total interest costs capitalized for the years ended December 31, 2002, 2001 and
2000, were $369,000, $324,000 and $1,354,000, respectively.

Income Taxes

The Company accounts for income taxes using the liability method in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 109.
The liability method provides that deferred tax assets and liabilities are
determined based on differences between the financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense
charged to operations amounted to $14,442,000, $12,796,000 and $12,150,000 for
the years ended December 31, 2002, 2001 and 2000, respectively.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Pre-opening Costs

Costs associated with the opening of new stores, which consist primarily of
payroll and occupancy costs, are charged to operations as incurred.

Stock Option Plans

The Company has elected to follow Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees ("APB 25"), and related
interpretations in accounting for its employee stock options because, as
discussed in Note 10, the alternative fair value accounting provided for under
SFAS No. 123, Accounting for Stock-Based Compensation, requires the use of
option valuation models that were not developed for use in valuing employee
stock options. Under the intrinsic value method in accordance with APB 25,
because the exercise price of the Company's stock options equals the market
price of the underlying stock on the date of grant, no compensation expense is
recognized.

Earnings per Share

Basic earnings per share is based on the weighted-average outstanding
common shares. Diluted earnings per share is based on the weighted-average
outstanding shares adjusted for the effect of common stock equivalents. Stock
equivalents that could potentially dilute basic EPS in the future that were not
included in the fully diluted computation because they would have been
antidilutive were 577,551 and 664,650 for the years ended December 31, 2002 and
2001, respectively.

Concentration of Credit Risk

The Company grants credit to certain customers who meet the Company's
pre-established credit requirements. Generally, the Company does not require
security when trade credit is granted to customers. Credit losses are provided
for in the Company's consolidated financial statements and consistently have
been within management's expectations.

The Company has provided long-term financing to a company, through a note
receivable, for the construction of an office building which is leased by the
Company (see Note 7). The note receivable, amounting to $1,911,000 and
$1,991,000 at December 31, 2002 and 2001, respectively, bears interest at 6% and
is due in August 2017. These amounts are included in other current assets in the
accompanying consolidated balance sheet.

The carrying value of the Company's financial instruments, including cash,
short-term investments, accounts receivable, accounts payable and long-term
debt, as reported in the accompanying consolidated balance sheets, approximates
fair value.

Reclassifications

Certain reclassifications have been made to the 2001 and 2000 consolidated
financial statements in order to conform to the 2002 presentation.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Asset, superseding Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
SFAS 144 applies to all long-lived assets, including discontinued operations.
SFAS 144 requires that those long-lived assets classified as held for sale be
measured at the lower of carrying amount (cost less accumulated depreciation) or
fair value less costs to sell. Discontinued operations will no longer be
measured at net realizable value or include amounts for operating losses that
have not yet occurred. SFAS 144 also broadens the reporting of discontinued
operations to include all components of an entity with operations that can be
distinguished from the rest of the entity and that will be eliminated from the
ongoing operations of the entity in a disposal transaction. The Company does not
expect the adoption of the new statement to have a significant financial impact
on our consolidated financial position or results of operations.

In June, 2002, the Financial Accounting Standards Board issued Statement
No. 146, Accounting for Costs Associated with Exit or Disposal Activities. Under
the new rules, a liability for the costs associated with an exit or disposal
activity will be recognized when the liability is incurred as opposed to the
date of an entity's commitment to an exit plan. The new rules are effective for
exit or disposal activities that are initiated after December 31, 2002. The
Company does not expect the adoption of new rules to have a significant impact
on our consolidated financial position or results of operations.

In December 2002, the Financial Accounting Standards Board issued Statement
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure,
amending SFAS 123, Accounting for Stock-Based Compensation. SFAS 148 gives
companies electing to expense employee stock options three methods to do so. In
addition, the statement amends the disclosure requirements to require more
prominent disclosure about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results in both
annual and interim financial statements. The Company has elected to continue
using the intrinsic value method of accounting for stock-based compensation.
Therefore, the new statement will not have any effect on the Company's
consolidated financial position or results of operations. See Note 10 to the
Consolidated Financial Statements for additional information regarding
stock-based compensation.

In November 2002, the Financial Accounting Standards Board issued
Interpretation 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees. The interpretation elaborates on the disclosures to be made in
interim and annual financial statements of a guarantor about its obligations
under certain guarantees that it has issued. It also clarifies that a guarantor
is required to recognize, at the inception of a guarantee, a liability for the
fair value of the obligation undertaken in issuing a guarantee. Initial
recognition and measurement provisions of the interpretation are applicable on a
prospective basis to guarantees issued or motified after December 31, 2002. The
disclosure requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. As of December 31, 2002, the
Company did not have an outstanding guarantees other than subsidiary guarantees
of parent debt as disclosed in Note 6 to the Consolidated Financial Statements.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In January 2003, the Financial Accounting Standards Board issued
Interpretation 46, Consolidation of Variable Interest Entities. The
interpretation expands upon and strengthens existing accounting guidance that
addresses when a company should include in its financial statements the assets,
liabilities and activities of another entity. A variable interest entity is a
corporation, partnership, trust or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity investors that do not provide sufficient financial resources for
the entity to support its activities. The interpretation requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
is entitled to receive a majority of the entity's residual returns or both. The
consolidation requirements of the interpretation apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. The Company has determined that its Lessor under the
Synthetic Lease Facility is a variable interest entity under Interpretation No.
46 and that the Company is the primary beneficiary.

During 2002, the Emerging Issues Task Force reached a consensus on Issue
No. 02-16, Accounting by a Customer (including a Reseller) for Certain
Consideration Received from a Vendor." Under the new guidance, cash
consideration received from a vendor should be classified as a reduction of cost
of sales. If the consideration received represents a payment for assets
delivered to the vendor, it should be classified as revenue. If the
consideration is a reimbursement of a specific, incremental, identifiable cost
incurred in selling the vendor's product, the cost should be characterized as a
reduction of that cost incurred. The guidance is effective for fiscal periods
beginning after December 15, 2002. The Company does not expect the adoption of
this guidance to have a significant impact on our consolidated financial
position or results of operations.

Shareholder Rights Plan

On May 17, 2002, the Board of Directors adopted a Shareholder Rights Plan. One
Right was distributed for each share of common stock, par value $.01 per share,
of the Company held by stockholders of record as of the close of business on May
31, 2002. The Rights initially entitle stockholders to buy a unit representing
one one-hundredth of a share of a new series of preferred stock of the Company
for $160 and expire on May 30, 2012. The Rights generally will be exercisable
only if a person or group acquires beneficial ownership of 15% or more of the
Company's common stock or commences a tender or exchange offer upon consummation
of which such person or group would beneficially own 15% or more of the
Company's common stock. If a person of group acquires beneficial ownership of
15% or more of the Company's common stock, each Right (other than Rights held by
the acquiror) will, unless the Rights are redeemed by the Company, become
exercisable upon payment of the exercise price of $160 for common stock of the
Company having a market value of twice the exercise price of the Right. A copy
of the Stockholder Rights Plan was filed on May 28, 2002, with the Securities
and Exchange Commission, as Exhibit 99.1 to our report on Form 8-K.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 2 - ACQUISITION

On October 1, 2001, the Company purchased all of the outstanding stock of
Mid-State Automotive Distributors, Inc. ("Mid-State") for approximately $20.5
million including acquisition costs. Mid-State was a specialty retailer which
supplied automotive aftermarket parts throughout certain states in the
southeastern part of the United States. The acquisition was accounted for using
the purchase method of accounting, and accordingly, the results of operations of
Mid-State are included in the consolidated statements of income from the date of
acquisition. The purchase price was allocated to assets acquired and liabilities
assumed based on their estimated fair values on the date of acquisition. The pro
forma effect on earnings of the acquisition of Mid-State were not material.

NOTE 3 - SHORT-TERM INVESTMENTS

The Company's short-term investments are classified as available-for-sale
in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," and are carried at cost, which approximates fair market
value. At December 31, 2002, and 2001, short-term investments consisted of
preferred equity securities.

NOTE 4 - RELATED PARTIES

The Company leases certain land and buildings related to its O'Reilly Auto
Parts stores under six-year operating lease agreements with O'Reilly Investment
Company and O'Reilly Real Estate Company, partnerships in which certain
shareholders of the Company are partners. Generally, these lease agreements
provide for renewal options for an additional six years at the option of the
Company. Additionally, the Company leases certain land and buildings related to
its O'Reilly Auto Parts stores under 15-year operating lease agreements with
O'Reilly-Wooten 2000 LLC, which is owned by certain shareholders of the Company.
Generally, these lease agreements provide for renewal options for two additional
five-year terms at the option of the Company (see Note 7). Rent expense under
these operating leases totaled $3,222,000, $2,894,000 and $2,671,000 in 2002,
2001 and 2000, respectively.

NOTE 5 - NOTE PAYABLE TO BANK

At December 31, 2001, the Company had available short-term unsecured bank lines
of credit providing for maximum borrowings of $5 million, all of which was
outstanding at December 31, 2001. The lines of credit, which expired in 2002,
bore interest at LIBOR plus 0.50% and were full repaid in 2002. Additionally, at
December 31, 2001, the Company had available a short-term line of credit in the
amount of $25 million, none of which was outstanding at December 31, 2001. The
line of credit bore interest at LIBOR plus 0.75%. Neither line of credit was
renewed during 2002.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 6 - LONG-TERM DEBT

On July 29, 2002, the Company completed an unsecured, three-year syndicated
credit facility ("Credit Facility") in the amount of $150 million led by Wells
Fargo Bank as the Administrative Agent replacing a five-year syndicated credit
facility. The Credit Facility is guaranteed by all of our subsidiaries and may
be increased to a total of $200 million, subject to availability of such
additional credit from either existing banks within the Credit Facility or other
banks. The Credit Facility bears interest at LIBOR plus .875% (2.26% at December
31, 2002) and expires in July 2005. At December 31, 2002, $90,000,000 of the
Credit Facility was outstanding. At December 31, 2001, the Company had available
an unsecured credit facility providing for maximum borrowings of $140 million.
The facility was comprised of a revolving credit facility of $125 million, and a
term loan of $15 million. At December 31, 2001, $61,350,000 of the revolving
credit facility and $15 million of the term loan was outstanding. The credit
facility, which bore interest at LIBOR plus 0.50%, expired in January 2003. All
borrowings outstanding under the old credit facility at December 31, 2001, were
fully repaid in 2002.

On May 16, 2001, the Company completed a $100 million private placement of
two series of unsecured senior notes ("Senior Notes"). The Series 2001-A Senior
Notes were issued for $75 million, are due May 16, 2006, and bear interest at
7.72% per year. The Series 2001-B Senior Notes were issued for $25 million, are
due May 16, 2008, and bear interest at 7.92% per year. The private placement
agreement allows for a total of $200 million of Senior Notes issuable in series.
Proceeds from the transaction were used to reduce outstanding borrowings under
the Company's former revolving credit facility.

During 2002 and 2001, the Company leased certain computer equipment under
capitalized leases. The lease agreements have three-year terms expiring from
2003 to 2005. At December 31, 2002, the monthly installments under these
agreements were approximately $53,000. The present value of the future minimum
lease payments under these agreements totaled $549,000 and $427,000 at December
31, 2002, and 2001, respectively, which has been classified as long-term debt in
the accompanying consolidated financial statements. During 2002, 2001 and 2000,
the Company purchased $812,000, $467,000 and $800,000, respectively, of assets
under capitalized leases.

Additionally, the Company has various unsecured notes payable to
individuals and banks, amounting to $172,000 and $251,000, at December 31, 2002,
and 2001, respectively. The average interest rate on these notes is 5.25% with
monthly installments approximate $7,000 including interest.

Indirect borrowings under letters of credit provided by a $20,000,000
sublimit of the Credit Facility totaled $6,028,000 and $210,650 at December 31,
2002, and 2001, respectively. These letters of credit reduced availability of
borrowings at December 31, 2002, and 2001.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 6 - LONG-TERM DEBT (CONTINUED)

Principal maturities of long-term debt for each of the next five years
ending December 31, are as follows (amounts in thousands):

2003 $ 682
2004 332
2005 90,102
2006 75,015
2007 17
Thereafter 25,004
----------
$ 191,152
==========

Cash paid by the Company for interest during the years ended December 31,
2002, 2001, and 2000, amounted to $9,248,000, $9,092,000, and $8,240,000,
respectively.

NOTE 7 - COMMITMENTS

Lease Commitments

On December 15, 2000, the Company entered into a $50 million Synthetic
Operating Lease Facility ("the Facility") with a group of financial
institutions. Under the Facility, the Lessor generally acquires land to be
developed for O'Reilly Auto Parts stores and funds the development thereof by
the Company as the Construction Agent and Guarantor. The Company subsequently
leases the property from the Lessor for an initial term through December 15,
2005, and has an option to request two additional successive renewal periods of
five years each. The Facility provides for a residual value guarantee of $41.7
million at December 31, 2002, and purchase options on the properties. It also
contains provisions for an event of default whereby the Lessor, among other
things, may require the Company to purchase any or all of the properties. The
Company is utilizing the Facility to finance a portion of its store growth.
Funding under the Facility at December 31, 2002, and 2001, totaled $49.0 million
and $43.0 million, respectively. Future minimum rental commitments under the
Facility have been included in the table of future minimum annual rental
commitments below. The Company's lessor under the Facility acts as lessor to
numerous other lessees under similar synthetic lease arrangements and has no
other operations. The Company's maximum loss under its Facility is limited to
its $41.7 million residual value guarantee and none of the Company's assets have
been pledged as collateral for the Lessor's obligations.

On December 29, 2000, the Company completed a sale-leaseback transaction.
Under the terms of the transaction, the Company sold 90 properties, including
land, buildings and improvements, for $52.3 million. The lease, which is being
accounted for as an operating lease, provides for an initial lease term of 21
years and may be extended for one initial ten-year period and two additional
successive periods of five years each. The resulting gain of $4.5 million has
been deferred and is being amortized over the initial lease term. Net rent
expense during the initial term will be approximately $5.5 million annually and
is included in the table of future minimum annual rental commitments. Proceeds
from the transaction were used to reduce outstanding borrowings under the
Company's former revolving credit facility.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 7 - COMMITMENTS (CONTINUED)

In August, 2001, the Company completed a sale-leaseback with
O'Reilly-Wooten 2000 LLC (an entity owned by certain shareholders of the
Company). The transaction closed on September 1, 2001, with a purchase price of
approximately $5.6 million for nine O'Reilly Auto Parts stores and did not
result in a material gain or loss. The lease, which has been accounted for as an
operating lease, calls for an initial term of 15 years with three five-year
renewal options.

The Company also leases certain office space, retail stores, property and
equipment under long-term, non-cancelable operating leases. Most of these leases
include renewal options and some include options to purchase and provisions for
percentage rent based on sales. At December 31, 2002, future minimum rental
payments under all of the Company's operating leases for each of the next five
years and in the aggregate are as follows (amounts in thousands):

Related Non-related
Parties Parties Total
-------- --------- ---------

2003 $ 2,240 $ 27,642 $ 29,882
2004 1,855 25,211 27,066
2005 1,626 22,654 24,280
2006 1,398 19,318 20,716
2007 1,332 16,956 18,288
Thereafter 8,700 123,369 132,069
-------- --------- ---------
$ 17,151 $ 235,150 $ 252,301
======== ========= =========

Rental expense amounted to $29,652,000, $25,122,000 and $16,219,000 for the
years ended December 31, 2002, 2001, and 2000, respectively.

Other Commitments

The Company had construction commitments, which totaled approximately $41.1
million, at December 31, 2002.

NOTE 8 - LEGAL PROCEEDINGS

The Company was a defendant in a lawsuit entitled "Coalition for Level
Playing Field, L.L.C., et. AL., v. AutoZone, Inc., et. AL.," in the United
States District Court for the Eastern District of New York. The suit had been
brought by a group of automotive aftermarket warehouse distributors and jobbers,
who alleged that the defendants, including the Company, were in violation of the
Robinson-Patman Act. The Company settlled the case for an undisclosed amount
that did not have a material impact on the consolidated financial position or
results of operations.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 8 - LEGAL PROCEEDINGS (CONTINUED)

The Company is involved in various legal proceedings incidental to the
conduct of its business. Although the Company cannot ascertain the amount of
liability that it may incur from any of these matters, it does not currently
believe that, in the aggregate, they will have a material adverse effect on the
consolidated financial position, results of operations or cash flows of the
Company.

NOTE 9 - EMPLOYEE BENEFIT PLANS

The Company sponsors a contributory profit sharing and savings plan that
covers substantially all employees who are 21 years of age with at least six
months of service. Employees may contribute up to 100% of their annual
compensation subject to Internal Revenue Code maximum limitations. The Company
has agreed to make matching contributions equal to 50% of the first 2% of each
employee's contribution and 25% of the next 4% of each employee's contribution.
Additional contributions to the plan may be made as determined annually by the
Board of Directors. After two years of service, Company contributions and
earnings thereon vest at the rate of 20% per year. Company contributions charged
to operations amounted to $3,438,000 in 2002, $3,207,000 in 2001 and $2,454,000
in 2000. Company contributions, in the form of common stock, to the profit
sharing and savings plan to match employee contributions during the years ended
December 31 were as follows:

Year Market
Contributed Shares Value
----------- ------ -----------

2002 41,332 $1,202,000
2001 37,567 969,000
2000 49,891 724,000

Profit sharing contributions accrued at December 31, and funded in the next
year through the issuance of shares of the Company's common stock were as
follows:

Year Market
Funded Shares Value
-------- -------- ----------

2002 77,876 $2,200,000
2001 88,118 1,729,000
2000 132,890 1,919,000

The Company also sponsors a non-funded non-contributory defined benefit
health care plan, which provides certain health benefits to qualified retired
employees. According to the terms of this plan, retirees' annual benefits are
limited to $1,000 per employee starting at age 66 for employees with 20 or more
years of service. Post-retirement benefit costs for each of the years ended
December 31, 2002, 2001, and 2000 amounted to $12,000.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 9 - EMPLOYEE BENEFIT PLANS (CONTINUED)

Additionally, the Company has adopted a stock purchase plan under which
1,000,000 shares of common stock are reserved for future issuance. Under the
plan, substantially all employees and non-employee directors have the right to
purchase shares of the Company's common stock monthly at a price equal to 85% of
the fair market value of the stock, not to exceed 5% of the participants annual
salary. Purchases of common stock under the plan during the years ended December
31 were as follows:

Weighted
Average
Year Shares Price
------ -------- ---------

2002 102,662 $25.18
2001 97,991 22.13
2000 147,315 12.83

The Company has in effect a performance incentive plan for the Company's
senior management under which 400,000 shares of restricted stock are reserved
for future issuance. Under the plan, 5,881 shares were issued during 2002, no
shares were issued during 2001 and 12,164 shares were issued during 2000.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 10 - STOCK OPTION PLANS

The Company has a stock option plan under which incentive stock options or
non-qualified stock options may be granted to officers and key employees. An
aggregate of 6,000,000 shares of common stock is reserved for future issuance
under this plan. The exercise price of options granted shall not be less than
the fair market value of the stock on the date of grant and the options will
expire no later than 10 years from the date of grant. Options granted pursuant
to the plan become exercisable no sooner than six months from the date of grant.
In the case of a shareholder owning more than 10% of the outstanding stock of
the Company, the exercise price of an incentive option may not be less than 110%
of the fair market value of the stock on the date of grant. Also, the aggregate
fair market value of the stock with respect to which incentive stock options are
exercisable for the first time by any individual in any calendar year may not
exceed $100,000. All grants under the plan since its inception have been
non-qualified stock option grants. A summary of outstanding stock options under
this plan is as follows:

Number
Price per Share of Shares
-------------------------------------

Outstanding at December 31, 1999 $ 6.07 - 26.75 3,346,480
Granted................................. 10.56 - 24.38 581,250
Exercised............................... 6.07 - 22.75 (362,125)
Canceled................................ 10.00 - 25.88 (206,625)
-------------------------------------
Outstanding at December 31, 2000.......... $ 8.00 - 26.75 3,358,980
Granted................................. 14.37 - 37.62 1,279,000
Exercised............................... 7.88 - 35.21 (1,012,695)
Canceled................................ 8.00 - 34.30 (220,787)
-------------------------------------
Outstanding at December 31, 2001.......... $ 8.69 - 37.62 3,404,498
Granted................................. 24.96 - 37.25 630,750
Exercised............................... 8.69 - 26.75 (294,693)
Canceled................................ 8.75 - 38.00 (206,075)
-------------------------------------
Outstanding at December 31, 2002.......... $ 8.94 - 37.62 3,532,565
=====================================

Options to purchase 1,566,104, 1,250,261 and 1,729,033 shares of common
stock were exercisable at December 31, 2002, 2001, and 2000, respectively.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 10 - STOCK OPTION PLANS (CONTINUED)

The Company also maintains a stock option plan for non-employee directors
of the Company under which 300,000 shares of common stock are reserved for
future issuance. All director stock options are granted at fair market value on
the date of grant and expire on the earlier of termination of service to the
Company as a director or seven years. Options granted under this plan become
exercisable six months from the date of grant. A summary of outstanding stock
options under this plan is as follows:

Number
Price per Share of Shares
-------------------------------

Outstanding at December 31, 1999.......... $ 6.56 - 23.91 90,000
Granted................................. 12.44 20,000
Exercised............................... 6.56 - 6.75 (20,000)
-------------------------------
Outstanding at December 31, 2000.......... $ 9.09 - 23.91 90,000
Granted................................. 20.65 30,000
Exercised............................... 9.09 - 23.91 (70,000)
-------------------------------
Outstanding at December 31, 2001.......... $ 12.44 - 23.91 50,000
Granted................................. 29.02 30,000
-------------------------------
Outstanding at December 31, 2002.......... $ 12.44 - 29.02 80,000
===============================

All options under this plan were exercisable at December 31, 2002, 2001,
and 2000.

Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee and non-employee director stock options under the
fair value method.

The fair values for these options were estimated at the date of grant using
a Black-Scholes option pricing model with the following weighted-average
assumptions for 2002, 2001, and 2000, respectively: risk-free interest rates of
4.01%, 5.16% and 5.02%; volatility factors of the expected market price of the
Company's common stock of .481, .475, and .442; and weighted-average expected
life of the options of 9, 9 and 8.9 years. The Company assumed a 0% dividend
yield over the expected life of the options. The weighted-average fair values of
options granted during the years ended December 31, 2002, 2001, and 2000 were
$17.75, $16.52 and $9.24, respectively. The weighted-average remaining
contractual life at December 31, 2002, for all outstanding options under the
Company's stock option plans is 7.058 years. The weighted-average exercise price
for all outstanding options under the Company's stock option plans was $22.78,
$20.63 and $16.12 at December 31, 2002, 2001 and 2000, respectively.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options, which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. Because the Company's stock options have characteristics
significantly different from those of traded options and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing model does not necessarily provide a reliable
single measure of the fair value of its employee stock options.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 10 - STOCK OPTION PLANS (CONTINUED)

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information for the year ended December 31, is as follows:

2002 2001 2000
--------- --------- ---------
(In thousands, except per share data)

Net income as reported................... $ 81,992 $ 66,352 $ 51,708
========= ======== ========
Stock-based compensation expense
as reported........................... $ - $ - $ -
Stock-based compensation expense
under fair value method............... $ 7,217 $ 5,406 $ 3,531
-------- -------- --------
Pro forma net income..................... $ 74,775 $ 60,946 $ 48,177
======== ======== ========
Pro forma basic net income per share..... $ 1.41 $ 1.17 $ 0.94
======== ======== ========
Pro forma net income per share-
assuming dilution..................... $ 1.39 $ 1.15 $ 0.93
======== ======== ========

NOTE 11 - INCOME PER COMMON SHARE

The following table sets forth the computation of basic and diluted income
per common share:

Years ended December 31,
2002 2001 2000
---------- ---------- ----------
(In thousands, except per share data)

Numerator (basic and diluted):
Net income............................................. $ 81,992 $ 66,352 $ 51,708
========== ========== ==========
Denominator:
Denominator for basic income per common share-
weighted-average shares.............................. 53,114 52,121 51,168
Effect of stock options (Note 10)...................... 578 665 560
---------- ---------- ----------
Denominator for diluted income per common share-
adjusted weighted-average shares and
assumed conversion.................................. 53,692 52,786 51,728
========== ========== ==========
Basic net income per common share........................ $ 1.54 $ 1.27 $ 1.01
========== ========== ==========
Net income per common share-assuming dilution............ $ 1.53 $ 1.26 $ 1.00
========== ========== ==========

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 12 - INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows at December 31:

2002 2001
---------- ----------
(In thousands

Deferred tax assets:
Current:
Allowance for doubtful accounts........... $ 327 $ 665
Inventory carrying value.................. 967 -
Other accruals............................ 3,746 4,284
---------- ----------
5,040 4,949

Deferred tax liabilities:
Current:
Inventory carrying value.................. - 1,041

Noncurrent:
Property and equipment.................... 15,685 8,333
Other................................... 254 808
---------- ----------
Total deferred tax liabilities.......... 15,939 10,182
---------- ----------
Net deferred tax liabilities ........... $ (10,899) $ (5,233)
========== ==========

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Notes to Consolidated Financial Statements

NOTE 12 - INCOME TAXES (CONTINUED)

The provision for income taxes consists of the following:

Current Deferred Total
-------- -------- --------
(In thousands)

2002:
Federal............ $ 39,038 $ 5,113 $ 44,151
State.............. 4,286 553 4,839
-------- -------- --------
$ 43,324 $ 5,666 $ 48,990
======== ======== ========
2001:
Federal............ $ 30,429 $ 5,702 $ 36,131
State.............. 3,575 669 4,244
-------- -------- --------
$ 34,004 $ 6,371 $ 40,375
======== ======== ========
2000:
Federal............ $ 25,120 $ 2,946 $ 28,066
State.............. 3,086 299 3,385
-------- -------- --------
$ 28,206 $ 3,245 $ 31,451
======== ======== ========

A reconciliation of the provision for income taxes to the amounts computed
at the federal statutory rate is as follows:

2002 2001 2000
--------- --------- ---------
(In thousands)

Federal income taxes at statutory rate............... $ 45,844 $ 37,354 $ 29,106
State income taxes, net of federal tax benefit....... 3,140 2,775 2,200
Other items, net..................................... 6 246 145
--------- --------- ---------
$ 48,990 $ 40,375 $ 31,451
========= ========= =========

The tax benefit associated with the exercise of non-qualified stock options
has been reflected as additional paid-in capital in the accompanying
consolidated financial statements.

During the years ended December 31, 2002, 2001, and 2000, cash paid by the
Company for income taxes amounted to $31,119,000, $28,676,000 and $24,244,000,
respectively.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 10.24 - 2001 Amendment to the O'Reilly Automotive, Inc.
1993 Stock Option Plan

2001 AMENDMENT TO THE
O'REILLY AUTOMOTIVE, INC.
1993 STOCK OPTION PLAN

WHEREAS, O'Reilly Automotive, Inc. (the "Company") has heretofore adopted,
and subsequently amended the O'Reilly Automotive, Inc. 1993 Stock Option Plan
(the "Stock Option Plan"), under which shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), may be issued upon the exercise of
incentive and nonqualified stock options granted pursuant to and in accordance
with the terms of the Stock Option Plan; and

WHEREAS, Article VIII of the Stock Option Plan empowers the Board of
Directors to alter and amend the Stock Option Plan; and

WHEREAS, in order to provide a continuing means of fulfilling the purpose
of the Stock Option Plan, the Board of Directors of the Company has authorized
the amendment of the Stock Option Plan to increase the number of shares of
Common Stock issuable upon the exercise of options granted thereunder from
6,000,000 to 8,000,000.

NOW, THEREFORE, the Stock Option Plan is hereby amended as follows:

1. The first sentence of Article III of the Stock Option Plan is hereby
deleted in its entirety, and the following substituted in lieu thereof
to constitute the first sentence of said Article III from and after
the effectiveness of this Amendment:

"The aggregate number of shares which may be issued under the Plan
shall not exceed 8,000,000 shares of Stock."

2. The provisions of this Amendment shall be effective as of the date
hereof.

3. Except and to the extent hereinabove set forth, the Stock Option Plan
shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment is dated as of the 8th day of May 2001.

By: /s/ David E. O'Reilly
-------------------------------
David E. O'Reilly
Chief Executive Officer

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Report Of Independent Auditors

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

We have audited the accompanying consolidated balance sheets of O'Reilly
Automotive, Inc. and Subsidiaries as of December 31, 2002, and 2001, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of O'Reilly
Automotive, Inc. and Subsidiaries at December 31, 2002, and 2001, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP
----------------------

Kansas City, Missouri
February 21, 2003

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

Shareholder Information

CORPORATE ADDRESS

233 South Patterson
Springfield, Missouri 65802
417/862-3333
Web site - www.oreillyauto.com

REGISTRAR AND TRANSFER AGENT

UMB Bank
928 Grand Boulevard
Kansas City, Missouri 64141-0064

Inquiries regarding stock transfers, lost certificates or address changes should
be directed to UMB Bank at the above address.

INDEPENDENT AUDITORS

Ernst and Young LLP
One Kansas City Place
Kansas City, Missouri 64105-2143

LEGAL COUNSEL

Gallop Johnson & Neuman, L.C.
101 South Hanley Road, Suite 1600
St. Louis, Missouri 63105

Skadden, Arps, Slate, Meagher & Flom
333 West Wacker Drive, Suite 2100
Chicago, Illinois 60606

ANNUAL MEETING

The annual meeting of shareholders of O'Reilly Automotive, Inc. will be held at
10:00 a.m. local time on May 6, 2003, at the University Plaza Convention Center,
333 John Q. Hammons Parkway in Springfield, Missouri. Sharedholders of record as
of February 28, 2003, will be entitled to vote at this meeting.

FORM 10-K REPORT

The Form 10-K Report of O'Reilly Automotive, Inc. filed with the Securities and
Exchange Commission and our quarterly press releases are available without
charge to shareholders upon written request. These requests and other investor
contacts should be directed to James R. Batten, Vice President of Finance/Chief
Financial Officer, at the corporate address.

TRADING SYMBOL

The Company's common stock is traded on The Nasdaq Stock Market (National
Market) under the symbol ORLY.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 13.1 - Portions of the 2002 Annual Report to Shareholders (continued)

NUMBER OF SHAREHOLDERS

As of February 28, 2003, O'Reilly Automotive, Inc. had approximately 23,876
shareholders based on the number of holders of record and an estimate of the
number of individual participants represented by security position listings.

ANALYST COVERAGE

The following analysts provide research coverage of O'Reilly Automotive, Inc.

William Blair & Co. - Mark Miller
Merrill Lynch - Douglas Neviera
Advest - Brett Jordan
U.S. Bancorp Piper Jaffray - Reed Anderson
Salomon Smith Barney - Bill Julian
Credit Suisse First Boston - Gary Balter
Sidoti & Co. - Scott Stember

MARKET PRICES AND DIVIDEND INFORMATION

The prices in the table below represent the high and low sales price for
O'Reilly Automotive, Inc. common stock as reported by the Nasdaq Stock Market.

The common stock began trading on April 22, 1993. No cash dividends have been
declared since 1992, and the Company does not anticipate paying any cash
dividends in the forseeable future.

2002 2001
- ------------------ ---------------------- ----------------------
High Low High Low
- ------------------ ---------- ---------- ---------- ----------

First Quarter $ 37.25 $ 28.61 $ 27.19 $ 15.50
Second Quarter 34.42 27.05 29.45 18.75
Third Quarter 32.47 24.10 35.54 22.60
Fourth Quarter 31.40 24.28 38.44 27.00
For the Year 37.25 24.10 38.44 15.50

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 21.1 - Subsidiaries of the Company

Subsidiary State of Incorporation

Ozark Automotive Distributors, Inc. Missouri
Greene County Realty Co. Missouri
O'Reilly II Aviation, Inc. Missouri
Hi-Lo Automotive, Inc. Delaware
Mid-State Automotive Distributors, Inc. Tennessee

One hundred percent of the capital stock of each of the above listed
subsidiaries is directly owned by O'Reilly Automotive, Inc.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 23.1 - Consent of Ernst & Young LLP, independent auditors

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of O'Reilly Automotive, Inc. and Subsidiaries of our report dated February 21,
2003 included in the 2002 Annual Report to Shareholders of O'Reilly Automotive,
Inc and Subsidiaries.

Our audits also included the consolidated financial statement schedule of
O'Reilly Automotive, Inc. and Subsidiaries listed in Item 15(a). This schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, the financial statements
schedule referred to above, when considered in relation to the basic financial
statement taken as a whole, presents fairly in all material respects the
information set forth therein.

We also consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-61632, Form S-8 No. 33-73892, Form S-8 No. 33-91022, Form S-8
No. 333-59568 and Form S-8 No. 333-63467) of O'Reilly Automotive, Inc. of our
report dated February 21, 2003, with respect to the consolidated financial
statements incorporated herein by reference, and our report included in the
preceding paragraph with respect to the consolidated financial statement
schedule included in this Annual Report (Form 10-K) of O'Reilly Automotive, Inc.
for the year ended December 31, 2002.

/s/ ERNST & YOUNG LLP
-----------------------

Kansas City, Missouri
March 24, 2003

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 99.1 CEO Certification

O'REILLY AUTOMOTIVE, INC.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of O'Reilly Automotive, Inc. (the
"Company") on Form 10-K for the period ending December 31, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
David E. O'Reilly, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.

/s/ David E. O'Reilly
- ----------------------
David E. O'Reilly
Chief Executive Officer

March 27, 2003

This certification is made solely for purposes of 18 U.S.C. Section 1350, and
not for any other purpose.

O'Reilly Automotive, Inc. and Subsidiaries
Exhibit 99.2 - CFO Certification

O'REILLY AUTOMOTIVE, INC.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of O'Reilly Automotive, Inc. (the
"Company") on Form 10-K for the period ending December 31, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
James R. Batten, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.

/s/ James R. Batten
- --------------------
James R. Batten
Chief Financial Officer

March 27, 2003

This certification is made solely for purposes of 18 U.S.C. Section 1350, and
not for any other purpose.