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By U.S. Mail and facsimile to 417-829-5861

Mr. Gregory L. Henslee
Chief Executive Officer and Co-President
O’Reilly Automotive, Inc.
233 South Patterson
Springfield, Missouri 65802

Re: O’Reilly Automotive, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2007
Filed March 3, 2008
Definitive Proxy Statement on Schedule 14A
Filed March 24, 2008
 File No. 000-21318

Dear Mr. Henslee:

We have reviewed your filings and have the following comments.  Please provide
a written response to our comments.  Pleas e be as detailed as  necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

In some comments we have asked you to provide us with additional information
so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us in

Mr. Gregory L. Henslee
O’Reilly Automotive, Inc.
April 9, 2008 Page 2
sufficient detail how you intend to comply by pr oviding us with your proposed revisions.
Please understand that after our review of all of your responses, we may raise additional
comments.

If you disagree with any of these comments , we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18 (Annual Report to Shareholders)
1. Please include an overview that discusses the events, trends, and uncertainties that
management views as most critical to the company’s revenues, financial position,
liquidity, plan of operations and results of operations.  In an effort to assist you in
this regard, please refer to the Comm ission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations,
Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rule s/interp/33-8350.htm.    This guidance is intended to elicit
more meaningful disclosure in MD&A in a number of areas, including the overall
presentation and focus of MD&A, with general emphasis on the discussion and analysis of known trends, demands, commit ments, events and uncertainties, and
specific guidance on disclosures about liq uidity, capital resources and critical
accounting.

Definitive Proxy on Schedule 14A

Compensation of Executive Officers, page 10

Compensation Discussion and Analysis, page 10

Overview of Our Compensation Programs, page 10
2. You indicate that your human resources department provides the compensation committee with industry benchmark info rmation.  Please clarify how this
information is used in making comp ensation decisions.  If you benchmark
compensation, you are required to identif y the companies that comprise the
benchmark group.  If you have benchmarked different elements of your compensation against different benc hmarking groups, please identify the
companies that comprise each group.  This disclosure should include a discussion of where actual payments fall within target ed parameters.  To the extent actual
compensation was outside a targeted per centile range, include an explanation of
the reasons for this.  See Item 402(b)(2)(xiv) of Regulation S-K.

Mr. Gregory L. Henslee
O’Reilly Automotive, Inc.
April 9, 2008 Page 3
Bonuses, page 10; Long-Term, Stock-Based Incentives, page 11
3. You refer to targets and performance goals .  You have not provided quantitative
disclosure of all of the terms of the n ecessary targets to be achieved for your
executive officers to earn their annu al bonuses and long-term stock-based
incentives.  Please disclose the specific  performance targets used to determine
incentive amounts or provide a supplemental  analysis as to why it is appropriate
to omit these targets pursuant  to Instruction 4 to Item 402(b) of Regulation S-K.
If part of the compensation is based upon qualitative performance factors, please
note that qualitative goals generally need  to be presented to conform to the
requirements of Item 402(b)(2)(v).  To th e extent that it is appropriate to omit
specific targets, please provide the disclo sure pursuant to Instruction 4 to Item
402(b) of Regulation S-K.  General statemen ts regarding the level of difficulty, or
ease, associated with achieving performance goals either corporately or individually are not sufficient.  In discussing how likely it will be for the company to achieve the target levels or other fact ors, provide as much detail as necessary
without providing information that poses a reasonable risk of competitive harm.
4. You indicate that individual contribution, responsibility and performance is an important factor in determining bonuses to senior management other than the
Chairman of the Board, Chief Executive Office, Chief Operating Officer, and
Chief Financial Officer.  Please discuss how the specific forms of compensation
are structured and implemented to re flect senior manage ment’s individual
performance and/or indivi dual contribution to the company’s performance,
describing the elements of individual pe rformance and/or co ntribution that are
taken into account.  See Item 402(b)(2)(vii) of Regulation S-K.

Signatures, page 20
5. The Form 10-K must also be signed by your controller or principal accounting
officer.  Please tell us if Mr. McFall  signed in that capacity.  See General
Instruction D to Form 10-K.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

Mr. Gregory L. Henslee
O’Reilly Automotive, Inc.
April 9, 2008 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any act ion with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Please contact Ronald E. Alper, Staff A ttorney, at (202) 551-3329, or me at (202)
551-3720 with any questions.

Sincerely,

H. Christopher Owings
Assistant Director