SecProbe.io

September 27, 2012

Via E -mail
Greg Henslee
Chief Executive Officer
O’Reilly Automotive, Inc.
233 South Patterson
Springfield, MO 65802

Re: O’Reilly Automotive, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2011
Filed February  28, 2012
Definitive Proxy  Statement on Schedule 14A
Filed March 23, 2012
File No. 000 -21318

Dear Mr. Henslee :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and  circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Definitive Proxy Statement on Schedule 14A

Compensation of Executive Officers, page 15

Incentive Compensation Plan, page 17

1. We note your disclosure that the Compensation Committee has established an
incentive compensation plan based upon “certain objective performance goals” and
that the financia l metrics utilized by your Compensation Committee include “sales
performance, operating income performance and financial returns, as well as various
balance sheet measures.”  Please provide greater detail regarding the performance
goals utilized by the Com pensation Committee in determining the amounts of non -
equity incentive compensation to award to your NEOs, specifically identifying each

Greg Henslee
O’Reilly Automotive, Inc.
September 27, 2012
Page 2

 performance goal utilized and any relative weight attributed to each goal.  In this
regard, we note that Instruction 4 to Item 402(b) of Regulation S -K allows registrants
to omit target levels with respect to the quantitative or qualitative performance -related
factors considered by the Compensation Committee, but does not allow registrants to
omit disclosure of the specifi c performance -related factors utilized by the
Compensation Committee.  Please also discuss how difficult it will be for each
executive to achieve the undisclosed target levels, and state whether there is a
maximum achievement level applicable to these targ ets.  In this regard, we note that
incentive payouts have been awarded at 403% of target.

2. Please also tell us whether the types of financial metrics you use now differ from
those disclosed in the proxy statement for your 2008 annual meeting, which was
when you last provided the staff with your analysis as to why quantified disclosure of
such targets is inappropriate due to the highly confidential and competitively sensitive
nature of such targets.  To the extent you are utilizing new targets, please provid e us
with your analysis as to why you believe competitive harm would result from the
disclosure of such targets. See Instruction 4 to Item 402(b) of Regulation S -K and
Question 118.04 of our Regulation S -K Compliance and Disclosure Interpretations
located at our web -site, www.sec.gov.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Greg Henslee
O’Reilly Automotive, Inc.
September 27, 2012
Page 3

Please contact Lisa Kohl, Staff A ttorney, at (202) 551 -3252, or me at (202) 551 -3720
with any questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director