O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
              EXHIBIT 3.3 - AMENDMENT OF ARTICLES OF INCORPORATION



Pursuant  to the  provisions  of The  General and  Business  Corporation  Law of
Missouri, the undersigned Corporation certifies the following:

1.   The name of the Corporation is O'Reilly Automotive, Inc.

2.   An amendment to the  Corporation's  Restated  Articles of Incorporation was
     adopted by the shareholders at a meeting duly held on May 4, 1999.

3.   Section  (a) of  Article  III of the  Corporation's  Restated  Articles  of
     Incorporation is deleted in its entirety,  and the following is inserted in
     its place:

                                   ARTICLE III

          The  aggregate  number,  class  and par  value  of  shares  which  the
     corporation  shall  have the  authority  to issue  shall be ninety  million
     (90,000,000)  shares of  common  stock,  par value  $.01 per share and five
     million (5,000,000) shares of preferred stock, par value $.01 per share.

4.   Of the 21,376,421 shares  outstanding,  all of such shares were entitled to
     vote on such amendment.

5.   The number of shares voted for and against the amendment was as follows:

                  16,122,317 shares voted for the amendment
                  1,080,310 shares voted against the amendment
                  28,027 shares abstained from voting

6.   The amendment  changed the number of authorized  shares having a par value,
     and the  amount  in  dollars  of  authorized  shares  having a par value as
     changed is $950,000.

     The amendment did not change the number of  authorized  shares  without par
     value.

7.   The  amendment  does  not  provide  for an  exchange,  reclassification  or
     cancellation  of issued shares,  or a reduction of the number of authorized
     shares of any class.


     IN WITNESS  WHEREOF,  the undersigned,  James R. Batten,  has executed this
     instrument  and its  Secretary  has affixed its  corporate  seal hereto and
     attested said seal as of the 20th day of July, 1999.


                                                    O'REILLY AUTOMOTIVE, INC.
CORPORATE SEAL
                                                  By:/s/ James R. Batten
                                                     ---------------------------
                                               Title:Vice-President of Finance
                                                       and CFO

ATTEST:

/s/ Tricia Headley, Secretary
- -----------------------------


STATE OF MISSOURI )
                  ) SS
COUNTY OF GREENE  )

I, Cynthia L. Bennett,  a Notary Public, do hereby certify that on this 20th day
of July, 1999,  personally  appeared before me James R. Batten,  who being by me
first duly sworn,  declared that he is the Vice  President of Finance and CFO of
O'Reilly   Automotive,   Inc.,   that  he  signed  the  foregoing   document  as
Vice-President of the Corporation, and that the statements therein contained are
true.



                                                   /s/ Cynthia L. Bennett
                                                   -----------------------------
                                                   Notary Public

My commission expires:
January 28, 2003