UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of report (Date of earliest event reported): February 25, 2004


                            O'REILLY AUTOMOTIVE, INC.


             (Exact Name of Registrant as Specified in Its Charter)


         Missouri                                      44-0618012
--------------------------------------------------------------------------------
(State or Other Jurisdiction                  (IRS Employer Identification No.)
     of Incorporation)

                                233 S. Patterson
                           Springfield, Missouri 65802
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)


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


                                (Not Applicable)
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


ITEM 9. REGULATION FD DISCLOSURE

     The press  release is attached  hereto as Exhibit 99.1 and is  incorporated
herein by reference.


                                    SIGNATURE

     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 hereunto duly authorized.

Date:  February 27, 2004

                                     O'REILLY AUTOMOTIVE, INC.

                                     By:/s/ James R. Batten
                                     -------------------------------------------
                                     James R. Batten
                                     Executive Vice President of Finance
                                      Chief Financial Officer and Treasurer
                                      (principal financial officer)



                                  EXHIBIT INDEX

Exhibit
Number         Description
------         -----------------------------------------------------------------

 99.1          Press Release dated February 25, 2004




                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                                  Exhibit 99.1





For further information contact:                               David O'Reilly
                                                              James R. Batten
                                                               (417) 862-3333
________________________________________________________________________________

         O'REILLY AUTOMOTIVE REPORTS FOURTH QUARTER AND ANNUAL EARNINGS
              11TH CONSECUTIVE YEAR OF RECORD REVENUES AND EARNINGS
                 7.8% INCREASE IN COMPARABLE STORE PRODUCT SALES
________________________________________________________________________________

Springfield,  MO, February 25, 2004 -- O'Reilly Automotive,  Inc. ("O'Reilly" or
"the Company")  (Nasdaq:  ORLY) today announced record revenues and earnings for
the fourth quarter and year ended December 31, 2003, representing 11 consecutive
years of record  revenues and earnings and  positive  comparable  store  product
sales increases for O'Reilly since becoming a public company in April 1993.

Net income for the year ended  December 31, 2003,  totaled  $100.1  million,  up
22.1% from $82.0  million for the same period a year ago.  Diluted  earnings per
common share for the year ended December 31, 2003,  increased  20.3% to $1.84 on
54.5 million  shares  versus $1.53 a year ago on 53.7  million  shares.  Product
sales for the year ended December 31, 2003, totaled $1.51 billion, up 15.2% from
$1.31 billion for the year ending  December 31, 2002.  Gross profit for the year
ended December 31, 2003, increased to $638.3 million (or 42.2% of product sales)
from $553.4  million (or 42.2% of product sales) for the year ended December 31,
2002,  representing  an  increase  of 15.4%.  Operating,  selling,  general  and
administrative  ("OSG&A")  expenses  for  the  year  ended  December  31,  2003,
increased to $473.1  million (or 31.3% of product sales) from $415.1 million (or
31.6% of product  sales) for the year ended December 31, 2002,  representing  an
increase of 14.0%.

Net income  for the fourth  quarter  ended  December  31,  2003,  totaled  $23.9
million,  up 27.8%  from  $18.7  million  for the same  period in 2002.  Diluted
earnings  per common  share for the fourth  quarter of 2003  increased  22.9% to
$0.43 on 55.3 million shares compared to $0.35 for the fourth quarter of 2002 on
53.7 million  shares.  Product sales for the fourth  quarter ended  December 31,
2003, totaled $367.0 million, up 16.8% from $314.2 million for the same period a
year ago. Gross profit for the fourth quarter ended December 31, 2003, increased
to $156.0  million (or 42.5% of product  sales) from $131.0 million (or 41.7% of
product  sales) for the same  period a year ago,  representing  an  increase  of
19.1%.  OSG&A  expenses  for the  fourth  quarter of 2003,  increased  to $117.2
million  (or 31.9% of product  sales)  from $99.8  million  (or 31.8% of product
sales) for the same period a year ago, representing an increase of 17.4%.

Comparable  store product sales for stores open at least one year increased 9.8%
and 7.8% for the fourth quarter and year ending December 31, 2003, respectively,
representing  43 quarters of  comparable  store product  sales  increases  since
becoming a public company in April 1993.

David O'Reilly,  co-chairman and chief executive officer,  stated, "We are proud
to report another strong year for Team  O'Reilly.  Our sales  increased 15% over
last year and our net income  increased 22%,  reflecting our expansion into many
less populated but very profitable markets and our continuing efforts to control
expenses.  Our net cash provided by operating  activities allowed us to pay down
debt by  approximately  $70.0 million for 2003, a decrease of 36%. Our customers
continue to reward our good customer  service,  resulting in an industry leading
comparable store product sales increase of 7.8%."

"We opened 35, net new stores in the fourth  quarter for a total of 128, net new
stores  in 2003,  bringing  our  total  store  count to  1,109"  said Ted  Wise,
co-president. "Our 2004 plans call for opening approximately 140 new stores."

The Company will host a conference  call  Thursday,  February 26, 2004, at 10:00
a.m.  central  time to discuss its results as well as future  expectations.  The
call will be  available  by web cast at  www.oreillyauto.com,  www.vcall.com  or
www.streetevents.com.  Investors may listen to the  conference  call live on the
Company web site, www.oreillyauto.com, by clicking "News". A replay will also be
available on the web site shortly after the call.

O'Reilly  Automotive,  Inc.  is  one  of  the  largest  specialty  retailers  of
automotive aftermarket parts, tools, supplies,  equipment and accessories in the
United  States,  serving  both the  do-it-yourself  and  professional  installer
markets.  Founded in 1957 by the O'Reilly  family,  the Company  operated  1,109
stores  within the states of  Alabama,  Arkansas,  Florida,  Georgia,  Illinois,
Indiana, Iowa, Kansas, Kentucky,  Louisiana,  Mississippi,  Missouri,  Nebraska,
North Carolina, Oklahoma, Tennessee, Texas and Virginia as of December 31, 2003.

The  Company  claims  the  protection  of the  safe-harbor  for  forward-looking
statements  contained in the Private  Securities  Litigation Reform Act of 1995.
These statements discuss, among other things, expected growth, store development
and  expansion  strategy,  business  strategies,   future  revenues  and  future
performance.   These   forward-looking   statements   are  based  on  estimates,
projections, beliefs and assumptions and are not guarantees of future events and
results.  Such statements are subject to risks,  uncertainties  and assumptions,
including, but not limited to, competition,  product demand, the market for auto
parts,  the economy in general,  inflation,  consumer debt levels,  governmental
approvals and regulations,  our ability to hire and retain qualified  employees,
risks associated with the integration of acquired businesses, weather, terrorist
activities, war and the threat of war. Actual results may materially differ from
anticipated results described in these forward-looking statements.  Please refer
to the Risk  Factors  sections  of the  Company's  Form 10-K for the year  ended
December 31, 2002, for more details.


                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                 December 31,     December 31,
                                                    2003              2002
                                               ---------------   ---------------
                                                (Unaudited)          (Note)
                                               (In thousands, except share data)
                                                            
Assets
Current assets:
   Cash                                         $      21,094     $      29,333
   Accounts receivable, net                            52,235            45,421
   Amounts receivable from vendors                     43,608            42,918
   Inventory                                          554,309           504,098
   Deferred income taxes                                4,753             5,040
   Other current assets                                 4,399             4,235
                                               ---------------   ---------------
         Total current assets                         680,398           631,045

Property and equipment, at cost                       626,142           491,523
Accumulated depreciation and amortization             177,084           137,922
                                               ---------------   ---------------
         Net property and equipment                   449,058           353,601

Notes receivable                                        1,743             1,880
Long-term receivable                                   37,654             3,761
Other assets                                           18,739            19,132
                                               ---------------   ---------------
Total assets                                    $   1,187,592     $   1,009,419
                                               ===============   ===============

Liabilities and shareholders' equity
Current liabilities:
   Income taxes payable                         $       6,872     $       9,798
   Accounts payable                                   176,513            85,370
   Accrued payroll                                     17,307            15,257
   Accrued benefits and withholdings                   27,368            19,165
   Other current liabilities                           16,883            17,150
   Current portion of long-term debt                      925               682
                                               ---------------   ---------------
          Total current liabilities                   245,868           147,422

Long-term debt, less current portion                  120,977           190,470
Deferred income taxes                                  29,448            15,939
Other liabilities                                       7,014             5,064
Commitments and contingencies                              --                --

Shareholders' equity:
   Common stock, $0.01 par value:
      Authorized shares - 90,000,000
      Issued and outstanding shares -
        54,664,976 at December 31, 2003,
        and 53,371,242 at December 31, 2002               547               534
   Additional paid-in capital                         302,691           269,030
   Retained earnings                                  481,047           380,960
                                               ---------------   ---------------
Total shareholders' equity                            784,285           650,524
                                               ---------------   ---------------
Total liabilities and shareholders' equity      $   1,187,592     $   1,009,419
                                               ===============   ===============




Note:  The condensed  consolidated  balance sheet at December 31, 2002, has been
derived from the audited  consolidated  financial  statements at that date,  but
does not include all of the  information  and  footnotes  required by accounting
principles  generally  accepted in the United  States for complete  consolidated
financial statements.




                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)



                                                Three Months Ended          Twelve Months Ended
                                                    December 31,                 December 31,
                                             -------------------------   -------------------------
                                                2003          2002          2003          2002
                                             -----------   -----------   -----------   -----------
                                                      (In thousands, except per share data)

                                                                           
Product sales                                $   367,047   $   314,241   $ 1,511,816   $ 1,312,490

Cost of goods sold, including warehouse
  and distribution expenses                      211,024       183,251       873,481       759,090
                                             -----------   -----------   -----------   -----------
Gross profit                                     156,023       130,990       638,335       553,400

Operating, selling, general and
  administrative expenses                        117,177        99,819       473,060       415,099
                                             -----------   -----------   -----------   -----------
Operating income                                  38,846        31,171       165,275       138,301

Other expense, net                                  (639)       (1,949)       (5,233)       (7,319)
                                             -----------   -----------   -----------   -----------
Income before income taxes                        38,207        29,222       160,042       130,982

Provision for income taxes                        14,305        10,515        59,955        48,990
                                             -----------   -----------   -----------   -----------
Net income                                   $    23,902   $    18,707   $   100,087   $    81,992
                                             ===========   ===========   ===========   ===========
Net income per common share                  $      0.44   $      0.35   $      1.86   $      1.54
                                             ===========   ===========   ===========   ===========
Net income per common share
  - assuming dilution                        $      0.43   $      0.35   $      1.84   $      1.53
                                             ===========   ===========   ===========   ===========
Weighted average common shares outstanding        54,492        53,322        53,908        53,114
                                             ===========   ===========   ===========   ===========
Adjusted weighted average common shares
      outstanding - assuming dilution             55,266        53,740        54,530        53,692
                                             ===========   ===========   ===========   ===========




                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                         SELECTED FINANCIAL INFORMATION
                                   (Unaudited)


                                                          December 31,
                                                   -------------------------
                                                       2003         2002
                                                   -----------   -----------
                                                           
Inventory turnover (1)                                1.7                1.6
Inventory turnover, net of payables (2)               2.2                1.9

AP to Inventory (3)                                  31.8%             16.9%
Debt-to-capital (4)                                  13.5%             22.7%
Return on equity (5)                                 14.0%             13.6%
Return on assets (6)                                  9.1%              8.8%

Square footage (in thousands)                       7,348              6,408

Store count:
  New stores, net (twelve months ended)               128                106
  Total stores                                      1,109                981

Total employment                                   15,484             14,273



                                                  Three Months Ended      Twelve Months Ended
                                                      December 31,              December 31,
                                                ----------------------    ----------------------
                                                  2003          2002         2003        2002
                                                ---------    ---------    ---------    ---------
                                                                           
Other Information (in thousands):
  Capital Expenditures                          $  36,450    $  29,647    $ 136,497    $ 102,257
  Depreciation & Amortization                   $  11,131    $   9,786    $  42,374    $  36,979
  Interest Expense                              $     956    $   2,296    $   6,864    $   9,248
  Lease & Rental Expense                        $   8,587    $   8,268    $  33,456    $  31,383

Sales per weighted-average square foot (7)      $   49.82    $   48.44    $  214.73    $  211.38

Sales per weighted-average
     store (in thousands) (8)                   $     330    $     316    $   1,413    $   1,372





(1)  Calculated  as cost of sales  for the last 12  months  divided  by  average
     inventory.  Average  inventory  is  calculated  as the  simple  average  of
     beginning and ending  inventory for the same period used in determining the
     numerator.

(2)  Calculated  as cost of sales  divided by average  inventory  less  accounts
     payable. Average inventory is calculated as the simple average of beginning
     and ending inventory for the same period used in determining the numerator.

(3)  Accounts payable divided by inventory.

(4)  The sum of long-term debt and current portion of long-term debt, divided by
     the sum of long-term  debt,  current  portion of  long-term  debt and total
     shareholders' equity.

(5)  Last 12 months net income divided by average shareholders' equity.  Average
     shareholders'  equity  is  calculated  by  taking a simple  average  of the
     beginning  and  ending  shareholders'  equity for the same  period  used in
     determining the numerator.

(6)  Last 12 months net income  divided by average total  assets.  Average total
     assets is calculated by taking a simple average of the beginning and ending
     total assets for the same period used in determining the numerator.

(7)  Total sales less jobber  sales,  divided by  weighted-average  square feet.
     Weighted-average  sales  per  square  foot  is  weighted  to  consider  the
     approximate dates of store openings or expansions.

(8)  Total  sales  less  jobber  sales,  divided  by  weighted-average   stores.
     Weighted-average  sales per store is weighted to consider  the  approximate
     dates of store openings or expansions.




                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
             RECONCILIATION OF FREE CASH FLOW TO OPERATING CASH FLOW
                                   (Unaudited)



                                                   Three Months Ended        Twelve Months Ended
                                                      December 31,                December 31,
                                                ----------------------    ----------------------
                                                   2003        2002         2003         2002
                                                ---------    ---------    ---------    ---------
                                                                  (In thousands)
                                                                           
Net cash provided by operating activities       $     722    $    (591)   $ 172,841    $ 104,533

Capital expenditures                               36,450       29,647      136,497      102,257
                                                ---------    ---------    ---------    ---------
Free cash flow (1)(2)                           $ (35,728)   $ (30,238)   $  36,344    $   2,276
                                                =========    =========    =========    =========


(1)  Free cash flow is calculated  as net cash provided by operating  activities
     less capital expenditures.

(2)  The Company  believes that presenting  free cash flow provides  investors a
     metric to evaluate the Company's ability to fund its planned growth.