O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
  Exhibit 10.17 - Amended Form of Employment Agreement between Registrant and
                           Charles H. O'Reilly, Jr.



                                 AMENDMENT TO
                        EXECUTIVE EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT ("Amendment") is
effective as of the 1st day of January, 1995 by and between O'REILLY
AUTOMOTIVE, INC., a Missouri corporation (the "Company") and Charles H.
O'Reilly, Jr., an individual currently residing in Springfield, Missouri (the
"Executive"):

          WHEREAS, the Company and the Executive entered into an Executive
     Employment Agreement dated as of January 1, 1995 (the "Employment
     Agreement");
 
          WHEREAS, paragraph 3 of the Employment Agreement provides for an
     annual base salary (the "Annual Base Salary") of Two Hundred Twenty
     Thousand Dollars ($220,000), which Annual Base Salary is based upon the
     full-time employment of the Executive;

          WHEREAS, at the request of the Executive, the Company and the
     Executive have agreed that effective January 1, 1995, the work week of the
     Executive be reduced from a five-day week to a four-day week, and that the
     Annual Base Salary of the Executive be reduced proportionately to reflect
     such reduced work week;

          WHEREAS, consistent with such agreement, since January 1, 1995, the
     Executive has been performing services on behalf of the Company on a four-
     day week basis, and the Company has been paying to the Executive an Annual
     Base Salary of One Hundred Seventy-Six Thousand Dollars ($176,000); and

          WHEREAS, the parties hereto desire to set forth in writing their
     agreement with respect to the Executive's reduced work week and Annual
     Base Salary.

          NOW, THEREFORE, it is hereby agreed that, effective as of January 1,
     1995, the Employment Agreement shall be amended as follows:

          1.  The first sentence of paragraph 3 of the Executive Employment
     Agreement is hereby deleted in its entirety, and the following substituted
     in lieu thereof:

              "For all services rendered by the
              Executive, the Company shall pay to the
              Executive a base salary of One Hundred
              Seventy-Six Thousand Dollars ($176,000)
              payable in equal monthly installments in
              advance on the first of each month."

          2.  Paragraph 2 (a) (ii) of the Employment Agreement is hereby deleted
     in its entirety, and the following substituted in lieu thereof:
     

              "(ii) In no event shall the Base Salary be
              less that One Hundred Seventy-Six Thousand 
              Dollars ($176,000) per year."

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                  O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

  Exhibit 10.17 - Amended Form of Employment Agreement between Registrant and
  Charles H. O'Reilly, Jr. (continued)


     3.  A new sentence shall be added to paragraph 4 of the Employment
  Agreement, which new sentence shall constitute the last sentence of said
  paragraph 4, to read as follows:

                "In no event shall the Executive be required to
                perform services hereunder for more that four
                days in any calendar week, and the Executive
                shall not be required to work more that the
                normal eight hour day during any such working
                day."

     4.  Except to the extent amended hereby, the Company and the Executive
  hereby ratify and confirm all of the provisions of the Executive Employment
  Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and date first above written.

                                       O'REILLY AUTOMOTIVE, INC.



                                       By: /s/ David E. O'Reilly
                                          -------------------------- 
                                                   "Company"



                                       /s/ Charles H. O'Reilly, Jr.
                                       ----------------------------- 
                                                "Executive"

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