SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q/A

|X| Quarterly report pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934

For the quarterly period ended March 31, 1998 or

|_| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the Transition period from __________ to __________

                         Commission file number: 0-21318

                           O'REILLY AUTOMOTIVE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

        Missouri                                            44-0618012

(State or Other Jurisdiction of                             (IRS Employer
 Incorporation or Organization)                             Identification No.)

233 South Patterson, Springfield, Missouri                     65801
 (Address of Principal Executive Offices)                   (Zip Code)

                                 (417) 862-6708
              (Registrant's Telephone Number, Including Area Code)


              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   X            No

Common Stock,  $0.01 par value - 21,199,313  shares  outstanding as of March 31,
1998.





Item 6. Exhibits and Reports on Form 8-K

         (a) Exhibits:  See Exhibit Index

         (b)  Reports  on Form 8-K:  A Form 8-K was filed by the  Registrant  on
         February 2, 1998, to disclose the acquisition of Hi-Lo Automotive, Inc.
         on January 27, 1998, and is incorporated herein by this reference. This
         filing was amended by a Form 8-K/A which was filed by the Registrant on
         April 13, 1998, and is also incorporated herein by this reference.


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                     O'REILLY AUTOMOTIVE, INC.


September 14, 1998                   /s/ David E. O'Reilly
                                     David E. O'Reilly, President and
                                     Chief Executive Officer


September 14, 1998                   /s/ James R. Batten
                                     James R. Batten, Chief Financial Officer
                                     (Principal Financial Officer)


September 14, 1998                   /s/ Christopher T. Stange
                                     Christopher T. Stange, Corporate Controller
                                     (Principal Accounting Officer)


                                  EXHIBIT INDEX

Number         Description
- ------         -----------

*10.20         Credit Agreement between the Registrant and 
               NationsBank, N.A., dated January 27, 1998.

 10.21         Third Amendment to the O'Reilly Automotive, Inc. 
               1993 Stock Option Plan, filed herewith.

 10.22         First Amendment to the O'Reilly Automotive, Inc. 
               Directors' Stock Option Plan, filed herewith.

*10.23         O'Reilly Automotive, Inc. Deferred Compensation Plan.

*10.24         Trust Agreement between the Registrant's Deferred 
               Compensation Plan and Bankers Trust Company, 
               dated February 2, 1998.

*27.1          Financial Data Schedule.

*99.1          Certain Risk Factors.


*Previously  filed as an exhibit to the  Registrant's  Form 10-Q for the quarter
  ended March 31, 1998, dated May 15, 1998.