SWINGLINE NOTE


$10,000,000.00                                                  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 TEN  MILLION  AND  NO/100  DOLLARS
($10,000,000.00)  or such  lesser  amount as shall  equal the  aggregate  unpaid
principal amount of the Loans constituting Swingline Advances 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 Loan, at such office,  in like money
and funds,  for the period  commencing  on the date of each such Loan until each
such  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 Loan  constituting  a  Swingline  Advance  and Type of  Accounts
established under each such 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 Loan or
payment  shall not limit or  otherwise  affect the  obligations  of the Borrower
under the Credit Agreement or this Note.

     This Swingline Note is one of the 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  itself  and the other  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 Loans
constituting  Swingline  Advances  made by the  Lender  thereunder.  The  Credit
Agreement,  among other things,  contains  provisions  for  acceleration  of the
maturity  of this Note upon the  happening  of  certain  stated  events  and for
prepayments of the Loans  constituting  Swingline Advances prior to the maturity
of this Note upon the terms and  conditions  specified in the Credit  Agreement.
Capitalized  terms used in this Note have the  respective  meanings  assigned to
them in the Credit Agreement.

     THIS 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 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 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 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 and Treasurer