SecProbe.io

Mail Stop 3561
 April 9, 2010
 Greg 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 the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A  Filed March 19, 2010 File No. 000-21318
  Dear Mr. Henslee:
 We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in sufficient detail for an understanding of the
disclosure how you intend to comply by providing us with your proposed revisions.  If you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.               Please understand that the purpos e of our review 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.

Greg Henslee
O’Reilly Automotive, Inc.
April 9, 2010 Page 2   Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 7.  Management’s Discussion and Analysis of Financial Condition and …, page 25

 Results of Operations, page 27

 2009 Compared to 2008, page 27

1. Please expand your disclosure to disc uss whether increases in sales are
attributable to increases in prices, to increases in the volume or amount of goods
or services being sold, or to the introduc tion of new products or services.  Refer to
Item 303(A)(3)(iii) of Regulation S-K.
 Contractual Obligations, page 35

2. Please consider revising your contractual obligations ta ble to include estimated
interest payments on all of your long-te rm debt through maturity.  Because the
table is aimed at increasing transparency of cash flow, we believe these payments
should be included in the ta ble.  If you choose not to include these payments due
to the variable nature of  the interest payments, a footnote to the table should
clearly identify the excluded item(s) and provide any additional information that
is material to understanding your cash requirements.  For example, consider
disclosing the amounts borrowed as of your  fiscal year-end, interest rate and
maturity terms, and historical intere st expense recognized during the periods
presented.

3. If your operating leases obligate you to pay certain tax, insurance and
maintenance expenses, please include a note to the table to specify that the operating lease obligations figure do not incl ude such items.  Provide a context for
the reader to understand th e impact of these items on your total operating lease
obligations.
 Item 8. Financial Statements and Supplementary Data, page 40

 Notes to Consolidated Financial Statements, page 48

 Note 1 – Summary of Significan t Accounting Policies, page 48

 Revenue Recognition, page 48

4. We note that you record sales net of estim ated return allowan ces.  Please clarify
whether the reduction in sales is base d on the gross profit of the related
transactions or total estimated revenue related to estimated returns with an

Greg Henslee
O’Reilly Automotive, Inc.
April 9, 2010 Page 3
offsetting credit to cost of sales.  Pl ease also clarify why there are no amounts
reflected in the deductions column for fiscal years 2007 and 2009 of your
Schedule II rollforward.
 Goodwill and Other Intangible Assets, page 49

5. You disclose that you operate as one reporting unit and test goodwill for
impairment at the consolidat ed level.  Please tell us if the executive management
team, which we assume represents your  chief operating decision maker function,
regularly reviews the perfor mance of individual stores  or stores by geographic
region.  Please explain to us the nature of  individual store or regional data, if any,
provided in the review packages provided to your CODM.  Please also explain to
us how management allocates resources on individual store opening, expansions and closures.
 Note 2 – Business Combination, page 53

6. We note that you made several purchase price allocation adjustments between
your preliminary allocation as of Decembe r 31, 2008 and the final allocation as of
June 30, 2009.  Please note that the allo cation period ends when the acquiring
entity is no longer waiting for information that it has arranged to  obtain and that is
known to be available or obtainable.  Wh ile the purchase price allocation period
usually should not exceed one year, a one-year allocation period cannot be automatically assumed to apply to any business combination.  Accordingly, please explain in sufficient detail how the final allocation adjustments you made should be reflected as adjustments to the purchase price rather than as an expense on your
statement of operations.   In other wo rds, explain what information you were
awaiting in order to finalize the purchase pr ice.  Also, tell us how you determined
your inventory adjustment was not a post- acquisition period impairment expense.

7. We note that you accrued amounts for lega l fees related to the ongoing SEC and
DOJ investigations as part  of your CSK purchase price allocation.  Please address
the following items:

• Tell us how you estimated the costs of futu re legal costs as of the date of the
final purchase price allocation and why you believe that amount is reasonable.
Considering you are able to reasonably es timate associated legal fees related
to the DOJ and SEC matters, explain in further detail why you are not able to
reasonably estimate the costs, or a range of  costs, to resolve these matters.

• Tell us why you believe the $20.7 million re maining accrual at year end is
reasonable.

Greg Henslee
O’Reilly Automotive, Inc.
April 9, 2010 Page 4
8. We note that you recorded goodwill in an amount in excess of the purchase price
of CSK.  Tell us the inte ractive process that  you and the seller went through in
arriving at the purchase price. Please also  explain to us how you determined the
existence and fair value of items, other than goodwill, to which the purchase price
was allocated.  Lastly, please tell us and disclose the business rationale that led
you to pay such a large premium over the fa ir value of the net assets acquired. See
ASC 805-10-50-2.

9. Based on our review of your CSK acquisition Form S-4 and your page 54 disclosures, it appears th at outstanding unexercised CSK stock options, whether
vested or unvested, were automatically c onverted into vested options to acquire
O’Reilly common stock at the acquisiti on date and that other unvested CSK
share-based awards, such as restrict ed stock, were exchanged for O’Reilly
common shares based on the exchange ra tio.  Please confirm that the related
amount included in your purchase price alloca tion represents the fair value of the
replacement stock options and awards net of the portion of the fair value
attributable to future ve sting requirements, if any.  Also tell us how your
treatment complies with ASC 718-20-35-6 which indicates that exchanges of
share options or other equity instruments or changes to their terms in conjunction
with a business combination are modifications.  If you did not recognize
compensation expense related to these ex changes, please confirm that the fair
values of the new awards did not exceed th e fair values of the original awards.

Note 4 – Long-term Debt and Capital Leases, page 58

10. We note you determined that the market ra te of your 6 ¾% Exchangeable Senior
Notes without the conversion feature was 5.93% when applying the guidance of FASB ASC 470.  Please tell us in sufficie nt detail how you deri ved this rate, why
it is less than the stated rate, and why your  retroactive applica tion of this guidance
does not appear to have impacted historical interest expense.  Also, please help us
understand the nature and terms of the em bedded put option discussed at the top
of page 60.  In doing so, contrast it w ith the embedded call option and advise us
the extent to which the fair value of each  option offsets the other at the issuance
date.  We may have further comment.
 Item 12.  Security Ownership of Certain Be neficial Owners and Management …, page 73

11. We note your disclosure that the “i nformation required by Item 201(d) of
Regulation S-K regarding [your] equity co mpensation plans will be included in
the Proxy Statement under the caption “Secu rities Authorized for Issuance Under
Equity Compensation Plans …;” however, we were unable to locate this disclosure in your proxy statement.   Please revise or advise.

Greg Henslee
O’Reilly Automotive, Inc.
April 9, 2010 Page 5   Definitive Proxy Statement on Schedule 14A

 Proposal 1 – Election of  Directors, page 7

12. Your disclosure in the second paragra ph under this heading suggests that you may
have only listed the current directorships of your directors and director nominees.
Item 401(e) of Regulation S-K recently was amended and now requires that you
also disclose directorships held at any time during the past five years.  Please revise your disclosure in the second paragraph to give effect to the recent
amendment to Item 401(e) and, if necessa ry, update the table under his heading to
reflect any directorships held  during the past five year s by each of your directors
and director nominees in any company with a class of securities registered
pursuant to section 12 of the Exchange Act or subject to the requirements of
section 15(d) of the Exchange Act or a ny company registered as an investment
company under the Investment Compa ny Act of 1940, as amended, naming such
company.  Please refer to Part II.B of  Release No. 33-9089 and Item 401(e)(2) of
Regulation S-K.
 Information Concerning Our Bo ard of Directors, page 11

Committees of the Board, page 12

Compensation Committee, page 12

13. We note your disclosure in the second paragraph under this heading that your
compensation committee (1) “has the authority to retain consultants and advisors as it may deem appropriate in its discretion” and (2) “… has engaged outside advisors and consultants in the past and w ill do so in the future in order to achieve
its goal of attracting and retaining executive officers who contribute to the long-
term success of the Company.”  Please not e that Item 407(e)(3) of Regulation S-K
also recently was amended.  Please c onfirm that your compensation committee
did not engage any consultants during your  recently completed fiscal year for
which disclosure under Item 407(e)(3) of Regulation S-K would have been
required.
 Compensation of Executive Officers, page 16

 Change in Control Agreements, page 24

14. While the Commission has not mandated tabular disclosure of potential post-
employment payments, we encourage you to present this information in a tabular format so that investors may assess clearly the amount of compensation to be received under the various scenarios th at would lead to a named executive

Greg Henslee
O’Reilly Automotive, Inc.
April 9, 2010 Page 6
officer’s termination or change in contro l of the company.  Please refer to Section
VI of Securities Act Release 33-8732A.
 Certain Relationships and Re lated Transactions, page 25

15. Please provide the disclosu re required by Item 404(b) of Regulation S-K.

* * * * *

 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  You may wish  to provide us with marked copies of your
disclosure to expedite our revi ew.  Please furnish a letter th at keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.              We urge all persons who ar e responsible for the accuracy and adequacy of the
disclosure in these filings to  be certain that the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment 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 disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filings; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities 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.

Greg Henslee
O’Reilly Automotive, Inc.  April 9, 2010 Page 7
You may contact Yong Kim,  Staff Accountant, at (202) 551-3323 or Andrew
Blume, Staff Accountant, at (202) 551-3254 if you have questions regarding comments
on the financial statements and related matters.  Please contact Catherine Brown, Staff Attorney, at (202) 551-3513 or me at (202)  551-3720 with any other questions you may
have.

Sincerely,

H. Christopher Owings  Assistant Director