UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of report (Date of earliest event reported): July 26, 2005


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


         Missouri                                      44-0618012
- --------------------------------------------------------------------------------
(State or Other Jurisdiction                  (IRS Employer Identification No.)
     of Incorporation)

                                233 S. Patterson
                           Springfield, Missouri 65802
- --------------------------------------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)


                                  417-862-6708
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                (Not Applicable)
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-d(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240-13e-4(c))

Section 2 - Financial Information
Item 2.02  Results of Operations and Financial Condition.

On July 26, 2005,  O'Reilly  Automotive,  Inc. issued a press release announcing
second  quarter  earnings.  The text of the press release is attached  hereto as
Exhibit 99.1.


Section 7 - Regulation FD
ITEM 7.01. REGULATION FD DISCLOSURE

On July 26, 2005,  O'Reilly  Automotive,  Inc. issued a press release announcing
second  quarter  earnings.  The text of the press release is attached  hereto as
Exhibit 99.1.

Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits

Exhibit
Number         Description
- ------         -----------------------------------------------------------------

 99.1          Press Release dated July 26, 2005

The  information  in this  Current  Report on Form 8-K,  including  the  exhibit
hereto,  shall not be deemed  "filed"  for the  purposes  of  Section  18 of the
Securities  Exchange  Act of 1934,  as  amended,  or  otherwise  subject  to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended.

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:  July 29, 2005
                                     O'REILLY AUTOMOTIVE, INC.

                                     By:/s/ James R. Batten
                                     -------------------------------------------
                                     James R. Batten
                                     Executive Vice President of Finance
                                      Chief Financial Officer and Treasurer
                                      (principal financial officer)





FOR IMMEDIATE RELEASE

For further information contact:                             Greg Henslee
                                                             Jim Batten
                                                             (417) 862-3333
________________________________________________________________________________

                    O'REILLY AUTOMOTIVE, INC. REPORTS RECORD
                           2005 SECOND QUARTER RESULTS
                 9.6% INCREASE IN COMPARABLE STORE PRODUCT SALES
                      26.7% INCREASE IN EARNINGS PER SHARE
________________________________________________________________________________

Springfield,  MO, July 26, 2005 -- O'Reilly Automotive, Inc. ("O'Reilly" or "the
Company")  (Nasdaq:  ORLY) today announced  record revenues and earnings for the
second quarter of 2005, representing 47 quarters of record revenues and earnings
for O'Reilly since becoming a public company in April 1993.

Net  income,  before  cumulative  effect of  accounting  change,  for the second
quarter ended June 30, 2005, totaled $42.9 million,  up 27.3% from $33.7 million
for the  same  period  in  2004.  Diluted  earnings  per  common  share,  before
cumulative effect of accounting change, for the second quarter of 2005 increased
26.7% to $0.38 on 113.1 million shares  compared to $0.30 for the second quarter
of 2004 on 111.4 million shares.

Product sales for the three months ended June 30, 2005,  totaled $521.2 million,
up 19.8% from $435.2  million for the same period a year ago.  Gross  profit for
the second  quarter of 2005  increased  to $229.0  million  (or 43.9% of product
sales) from $189.4 million (or 43.5% of product sales) for the second quarter of
2004,  representing  an  increase  of 20.9%.  Operating,  Selling,  General  and
Administrative  ("OSG&A")  expenses  increased  to $160.8  million  (or 30.9% of
product  sales) for the second  quarter of 2005 from $135.2 million (or 31.1% of
product  sales) for the second  quarter of 2004,  representing  an  increase  of
18.9%.

Net income,  before  cumulative effect of accounting  change,  for the first six
months of 2005 totaled $76.1  million,  up 24.8% from $61.0 million for the same
period a year ago. Diluted earnings per common share,  before  cumulative effect
of accounting  change, for the first six months of 2005 increased 21.8% to $0.67
on 112.8 million shares compared to $0.55 a year ago on 111.1 million shares.

Product sales for the first six months of 2005 totaled $987.4 million,  up 17.8%
from $838.5  million for the same period a year ago.  Gross profit for the first
six months of 2005  increased to $425.1 million (or 43.1% of product sales) from
$359.0  million  (or 42.8% of  product  sales)  for the same  period a year ago,
representing  an increase of 18.4%.  OSG&A expenses  increased to $303.4 million
(or 30.7% of product sales) for the first six months of 2005 from $260.8 million
(or 31.1% of product  sales)  for the same  period a year ago,  representing  an
increase of 16.3%.

Comparable  store product sales for stores open at least one year increased 9.6%
and 8.4% for the second quarter and first six months of 2005 respectively.

On June 15, 2005, the Company issued dividend  payments for all  shareholders as
of record on May 31, 2005,  for a two-for-one  stock split that was announced on
May 24, 2005.

"We're very proud of Team O'Reilly's outstanding second quarter performance. The
9.6%  comparable  store product sales increase was the result of the outstanding
efforts  of each team  member to give  every  customer  the best  service in our
business," said Greg Henslee, CEO and Co-President.

"In addition to opening 41 stores during the quarter, we successfully closed our
acquisition  of Midwest Auto Parts which  included 72 stores and 2  distribution
centers in St.  Paul,  Minnesota,  and  Billings,  Montana.  We look  forward to
working with our new team members to grow the business in that region," said Ted
Wise, COO and Co-President.

The Company will host a conference call Wednesday,  July 27, 2005, at 10:00 a.m.
central time to discuss its results, as well as future expectations.  Interested
parties  may  listen  to the  conference  call live on the  Company's  web site,
www.oreillyauto.com,  by clicking "News." A replay will also be available on the
web site shortly after the call.

O'Reilly  Automotive,  Inc.  is  one  of  the  largest  specialty  retailers  of
automotive aftermarket parts, tools, supplies,  equipment and accessories in the
United  States,  serving  both the  do-it-yourself  and  professional  installer
markets.  Founded in 1957 by the O'Reilly  family,  the Company  operated  1,399
stores  within the states of  Alabama,  Arkansas,  Florida,  Georgia,  Illinois,
Indiana, Iowa, Kansas, Kentucky, Louisiana,  Minnesota,  Mississippi,  Missouri,
Montana, Nebraska, North Carolina, North Dakota, Oklahoma, South Carolina, South
Dakota, Tennessee, Texas, Virginia, Wisconsin and Wyoming as of June 30, 2005.

The  Company  claims  the  protection  of the  safe-harbor  for  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  These  statements  can be  identified  by  forward-looking  words such as
"expect,"  "believe,"   "anticipate,"   "good,"  "plan,"  "intend,"  "estimate,"
"project,"  "will" or similar words. In addition,  statements  contained  within
this press release that are not historical facts are forward-looking statements,
such as  statements  discussing  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 or implied 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, 2004, for more details.

<page>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<table>
<caption>
                                                    June 30,       December 31,
                                                     2005             2004
                                                 ------------     ------------
                                                 (Unaudited)          (Note)
                                                    (In thousands, except
                                                          share data)
                                                            
Assets
Current assets:
  Cash and cash equivalents                       $    36,452      $    69,028
  Accounts receivable, net                             75,481           60,928
  Amounts receivable from vendors, net                 47,304           52,976
  Inventory                                           695,842          625,320
  Other current assets                                 13,093            5,225
                                                 ------------     ------------
   Total current assets                               868,172          813,477

Property and equipment, at cost                       895,448          791,794
Accumulated depreciation and amortization             248,527          224,301
                                                 ------------    -------------
   Net property and equipment                         646,921          567,493

Notes receivable, less current portion                 31,290           21,690
Other assets, net                                      61,726           29,697
                                                 ------------     ------------
Total assets                                      $ 1,608,109      $ 1,432,357
                                                 ============     ============

Liabilities and shareholders' equity
Current liabilities:
  Income taxes payable                            $    29,379      $     9,736
  Accounts payable                                    272,100          240,548
  Accrued payroll                                      16,884           15,130
  Accrued benefits and withholdings                    43,596           35,794
  Deferred income taxes                                 5,209            7,198
  Other current liabilities                            51,946           24,817
  Current portion of long-term debt                    75,587              592
                                                 ------------     ------------
    Total current liabilities                         494,701          333,815

Long-term debt, less current portion                   25,471          100,322
Deferred income taxes                                  31,353           38,440
Other liabilities                                      12,998           11,963

Shareholders' equity:
  Common stock, $0.01 par value:
    Authorized shares - 250,000,000
    Issued and outstanding shares -
     111,816,886 at June 30, 2005,
     and 55,377,130 at December 31, 2004                1,118              554
  Additional paid-in capital                          346,278          326,650
  Retained earnings                                   696,190          620,613
                                                 ------------     ------------
    Total shareholders' equity                      1,043,586          947,817
                                                 ------------     ------------
Total liabilities and shareholders' equity        $ 1,608,109      $ 1,432,357
                                                 ============     ============
</table>

Note:  The balance sheet at December 31, 2004, has been derived from the audited
financial  statements at that date, but does not include all of the  information
and footnotes required by United States generally accepted accounting principles
for complete financial statements.



<page>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<table>
<caption>

                                             Three Months Ended      Six Months Ended
                                                  June 30,                June 30,
                                             --------------------   --------------------
                                               2005       2004        2005       2004
                                             ---------  ---------   ---------  ---------
                                                 (In thousands, except per share data)
                                                                   
Product sales                                $ 521,209  $ 435,167   $ 987,448  $ 838,461
Cost of goods sold, including warehouse
  and distribution expenses                    292,239    245,732     562,309    479,433
                                             ---------  ---------   ---------  ---------
Gross profit                                   228,970    189,435     425,139    359,028
Operating, selling, general and
  administrative expenses                      160,843    135,193     303,431    260,759
                                             ---------  ---------   ---------  ---------
Operating income                                68,127     54,242     121,708     98,269
Other income (expense), net                        195       (438)       (473)      (884)
                                             ---------  ---------   ---------  ---------
Income before income taxes and cumulative
  effect of accounting change                   68,322     53,804     121,235     97,385
Provision for income taxes                      25,399     20,109      45,099     36,405
                                             ---------  ---------   ---------  ---------
Income before cumulative effect
  of  accounting change                         42,923     33,695      76,136     60,980
Cumulative effect of accounting
  change, net of tax                                 -          -           -     21,892
                                             ---------  ---------   ---------  ---------
Net income                                   $  42,923  $  33,695   $  76,136  $  82,872
                                             =========  =========   =========  =========
Net income per common share: (1)
  Income before cumulative effect
    of accounting change                     $    0.39  $    0.31   $    0.68  $    0.56
  Cumulative effect of accounting
    change, net of tax                               -          -           -       0.20
                                             ---------  ---------   ---------  ---------
  Net income                                 $    0.39  $    0.31   $    0.68  $    0.76
                                             =========  =========   =========  =========
Net income per common share -
    assuming dilution: (1)
  Income before cumulative effect
    of accounting change                     $    0.38  $    0.30   $    0.67  $    0.55
  Cumulative effect of accounting
    change, net of tax                               -          -           -       0.20
                                             ---------  ---------   ---------  ---------
  Net income                                 $    0.38  $    0.30   $    0.67  $    0.75
                                             =========  =========   =========  =========

Weighted-average common shares
    outstanding - basic (1)                    111,448    109,868     111,174    109,627
                                             =========  =========   =========  =========
Adjusted weighted-average common shares
  outstanding - assuming dilution (1)          113,138    111,441     112,827    111,101
                                             =========  =========   =========  =========

<fn>
(1)  On June 15, 2005, the Company  completed a two-for-one  split of its common
     stock. All share and per share amounts for the periods  presented have been
     adjusted to reflect the effect of the stock split.
</fn>
</table>
<page>
                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                         SELECTED FINANCIAL INFORMATION
                                   (Unaudited)

<table>
<caption>
                                                          June 30,
                                                     2005         2004
                                                   -------      -------
                                                           
Inventory turnover (1)                                1.7          1.7
Inventory turnover, net of payables (2)               2.7          2.5

AP to inventory (3)                                  39.1%        38.8%
Debt-to-capital (4)                                   8.8%        10.3%
Return on equity (5)                                 13.8%        14.4%
Return on assets (6)                                  9.0%         9.3%

Square footage (in thousands) (7)                   8,860        7,768

Store count:
  New stores, net (three months ended) (8)            113           38
  Total stores                                      1,399        1,170

Total employment                                   19,426       17,203

<caption>
                                                     Three Months Ended
                                                          June 30,
                                                    -------------------
                                                      2005       2004
                                                    --------   --------
                                                         
Other information (in thousands):
  Capital expenditures                              $ 56,924   $ 41,669
  Depreciation & amortization                       $ 13,768   $ 11,670
  Interest expense                                  $  1,034   $    975
  Lease & rental expense                            $ 10,615   $  8,833

Sales per weighted-average square foot (9)          $  58.21   $  55.98

Sales per weighted-average
     store (in thousands) (10)                      $    388   $    371


<fn>

(1)  Calculated  as cost of sales  for the last 12  months  divided  by  average
     inventory.  Average  inventory  is  calculated  as the  simple  average  of
     beginning and ending  inventory for the same period used in determining the
     numerator.

(2)  Calculated  as cost of sales  divided by average  inventory  less  accounts
     payable. Average inventory is calculated as the simple average of beginning
     and ending inventory for the same period used in determining the numerator.

(3)  Accounts payable divided by inventory.

(4)  The sum of long-term debt and current portion of long-term debt, divided by
     the sum of long-term  debt,  current  portion of  long-term  debt and total
     shareholders' equity.

(5)  Last 12 months net income divided by average shareholders' equity.  Average
     shareholders'  equity  is  calculated  by  taking a simple  average  of the
     beginning  and  ending  shareholders'  equity for the same  period  used in
     determining the numerator.

(6)  Last 12 months net income  divided by average total  assets.  Average total
     assets is calculated by taking a simple average of the beginning and ending
     total assets for the same period used in determining the numerator.

(7)  Square  footage  calculation  excludes  stores  acquired  with Midwest Auto
     Parts.

(8)  Net new stores includes 72 new stores acquired with Midwest Auto Parts.

(9)  Total sales less jobber  sales,  divided by  weighted-average  square feet.
     Weighted-average  sales  per  square  foot  is  weighted  to  consider  the
     approximate  dates  of  store  openings  or  expansions.  This  calculation
     excludes stores acquired with Midwest Auto Parts.

(10) Total  sales  less  jobber  sales,  divided  by  weighted-average   stores.
     Weighted-average  sales per store is weighted to consider  the  approximate
     dates of store openings or expansions.  This  calculation  excludes  stores
     acquired with Midwest Auto Parts.
</fn>
</table>