REVOLVING NOTE


$125,000,000.00                                                 January 27, 1998

     FOR VALUE RECEIVED, the undersigned,  O'REILLY AUTOMOTIVE, INC., a Delaware
corporation  (the   "Borrower"),   hereby  promises  to  pay  to  the  order  of
NATIONSBANK,  N.A. (the "Lender"), at the Principal Office of the Administrative
Agent,  in lawful  money of the  United  States of  America  and in  immediately
available  funds,  the principal  amount of ONE HUNDRED  TWENTY FIVE MILLION AND
NO/100  DOLLARS  ($125,000,000.00)  or such  lesser  amount  as shall  equal the
aggregate  unpaid  principal amount of the Revolving Loans made by the Lender to
the Borrower under the Credit  Agreement  referred to below, on the dates and in
the principal amounts provided in the Credit  Agreement,  and to pay interest on
the unpaid principal amount of each such Revolving Loan, at such office, in like
money and funds,  for the period  commencing on the date of such  Revolving Loan
until such  Revolving  Loan shall be paid in full, at the rates per annum and on
the dates provided in the Credit Agreement.

     The  Borrower  hereby  authorizes  the Lender to record in its  records the
amount  of each  Revolving  Loan and Type of  Accounts  established  under  each
Revolving Loan and all  Continuations,  Conversions and payments of principal in
respect  thereof,  which  records  shall,  in the  absence  of  manifest  error,
constitute prima facie evidence of the accuracy thereof; provided, however, that
the failure to make such  notation  with respect to any such  Revolving  Loan or
payment  shall not limit or  otherwise  affect the  obligations  of the Borrower
under the Credit Agreement or this Revolving Note.

     This Revolving Note is one of the Revolving Notes referred to in the Credit
Agreement  dated as of January 27, 1998,  among the  Borrower,  the Lender,  the
other lenders  party  thereto  (collectively  with the Lender,  the  "Lenders"),
NationsBank,  N.A.,  as  administrative  agent for the Lenders  ("Administrative
Agent") and NationsBanc  Montgomery  Securities,  LLC as syndication agent (such
Credit Agreement,  as the same may be amended or otherwise modified from time to
time,  being  referred  to  herein as the  "Credit  Agreement"),  and  evidences
Revolving Loans made by the Lender thereunder. The Credit Agreement, among other
things,  contains  provisions for acceleration of the maturity of this Revolving
Note  upon the  happening  of  certain  stated  events  and for  prepayments  of
Revolving  Loans prior to the maturity of this Revolving Note upon the terms and
conditions  specified in the Credit  Agreement.  Capitalized  terms used in this
Revolving  Note have the  respective  meanings  assigned  to them in the  Credit
Agreement.

     THIS REVOLVING  NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF TEXAS AND THE  APPLICABLE  LAWS OF THE UNITED STATES OF
AMERICA.

     Except  for any  notices  expressly  required  by the Loan  Documents,  the
Borrower  and each surety,  guarantor,  endorser and other party ever liable for
payment  of any  sums of  money  payable  on this  Revolving  Note  jointly  and
severally  waive notice,  presentment,  demand for payment,  protest,  notice of
protest and non-payment or dishonor, notice of acceleration, notice of intent to
accelerate,  notice of intent to demand, diligence in collecting,  grace and all
other formalities of any kind, and consent to all extensions  without notice for
any period or periods of time and partial  payments,  before or after  maturity,
and any impairment of any collateral  securing this Revolving  Note, all without
prejudice to the holder.  The holder shall  similarly  have the right to deal in
any way, at any time,  with one or more of the foregoing  parties without notice
to any other  party,  and to grant any such  party  any  extensions  of time for
payment of any of said indebtedness,  or to release any such party or to release
or substitute part or all of the collateral  securing this Revolving Note, or to
grant any other  indulgences or forbearances  whatsoever,  without notice to any
other party and without in any way affecting the personal liability of any party
hereunder.

                                       O'REILLY AUTOMOTIVE, INC.

                                       By: /s/ James R. Batten
                                           ------------------------------
                                       Name:  James R. Batten
                                       Title:  CFO & Treasurer