O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                       Exhibit 99.1 - Certain Risk Factors


The following  factors could affect the Company's actual results,  including its
revenues,  expenses  and net  income,  and could  cause them to differ  from any
forward-looking statements made by or on behalf of the Company.

Competition

The Company  competes  with a large  number of retail and  wholesale  automotive
aftermarket  product  suppliers.  The  distribution  of  automotive  aftermarket
products is a highly  competitive  industry,  particularly  in the more  densely
populated market areas served by the Company.  Competitors  include national and
regional  automotive  parts  chains,  independently  owned parts stores (some of
which are associated  with national auto parts  distributors  or  associations),
automobile  dealerships,  mass or general merchandise,  discount and convenience
chains that carry automotive products,  independent  warehouse  distributors and
parts stores and national warehouse  distributors and associations.  Some of the
Company's  competitors  are larger than the Company and have  greater  financial
resources than the Company.

No Assurance of Future Growth

Management  believes that the Company's  ability to open additional stores at an
accelerated rate will be a significant factor in achieving its growth objectives
for the  future.  The  ability  of the  Company  to  accomplish  its  growth  is
dependent,  in part, on matters  beyond the Company's  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. No assurance can be given that the Company's current growth rate can
be maintained.

Dependence Upon Key and Other Personnel

The success of the Company has been largely  dependent on the efforts of certain
key personnel of the Company, including David E. O'Reilly, Lawrence P. O'Reilly,
Charles H. O'Reilly,  Jr.,  Rosalie O'Reilly Wooten and Ted F. Wise. The loss of
the services of one or more of these  individuals  could have a material adverse
effect on the Company's  business and results of  operations.  Additionally,  in
order to successfully implement and manage its growth strategy, the Company will
be  dependent  upon its  ability to  continue  to attract  and retain  qualified
personnel.  There can be no assurance  that the Company will be able to continue
to attract such personnel.

Concentration of Ownership by Management

The Company's  executive  officers and directors as a group  beneficially  own a
substantial  percentage of the outstanding shares of the Company's common stock.
These  officers  and  directors  have the ability to exercise  effective  voting
control  of the  Company,  including  the  election  of  all  of  the  Company's
directors, and to effectively determine the vote on any matter being voted on by
the Company  shareholders,  including any merger, sale of assets or other change
in control of the Company.



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