Exhibit 10.22


                             FIRST AMENDMENT TO THE
                            O'REILLY AUTOMOTIVE, INC.
                           DIRECTOR STOCK OPTION PLAN


         WHEREAS,  O'Reilly  Automotive,  Inc. (the  "Company")  has  heretofore
adopted the O'Reilly  Automotive,  Inc. Director Stock Option Plan (the "Plan"),
under which shares of the Company's  common stock, par value $.01 per share (the
"Common  Stock"),  may be issued  upon the  exercise  of stock  options  granted
pursuant to and in accordance with the terms of the Plan; and

         WHEREAS,  Section 11 of the Plan  empowers  the Board of  Directors  to
alter and amend the Plan; and,

         WHEREAS,  in order to  provide a  continuing  means of  fulfilling  the
purpose of the Plan,  the Board of Directors of the Company has  authorized  the
amendment of the Plan to increase the number of shares of Common Stock  issuable
upon the exercise of options granted thereunder from 100,000 to 150,000; and

         WHEREAS,  the stockholders of the Company approved the amendment of the
Plan to increase the number of shares of Common Stock  issuable  thereunder at a
meeting duly called and held on May 5, 1998;

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1.  Paragraph  (a) of  Section 4 of the Plan is hereby  deleted  in its
entirety,  and the following substituted in lieu thereof to constitute Paragraph
(a) of said Section 4 from and after the effectiveness of this Amendment:

                  "Subject  to the  provisions  of Section 10 hereof,  the Stock
         which may be issued  pursuant to the exercise of Options  granted under
         the Plan shall not exceed in the aggregate 150,000 shares of Stock."

         2. The  provisions  of this  Amendment  shall be effective as of May 6,
1998.

         3.  Except and to the  extent  hereinabove  set  forth,  the Plan shall
remain in full force and effect.

         IN WITNESS  WHEREOF,  this Amendment is dated as of the 6th day of May,
1998.



                                          By:    /s/ Charles H. O'Reilly, Jr.
                                                 Charles H. O'Reilly, Jr.
                                                 Chairman of the Board