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        August
        2, 2007

        Securities and Exchange Commission

        450
        Fifth Street Northwest

        Washington , D.C. 20549

                    Attn:

                    Yong Kim

                    Division of Corporate Finance

                    Re:

                    O’Reilly Automotive, Inc.

                    Form 10-K for the Fiscal Year Ended December 31,
                    2006

                    Filed March 1, 2007

                    File No. 0-21318

        Ladies and
        Gentlemen:

        We are writing in response to the comments contained in a letter from the
        staff of the Securities and Exchange Commission dated July 19, 2007 to O’Reilly
        Automotive, Inc., with respect to our Form 10-K for Fiscal Year Ended December 31, 2006.
        For the convenience of the staff, we have set forth the comments contained in the comment
        letter along with our responses. All responses in our letter are provided on a supplemental
        basis and, as confirmed in our preliminary discussion with the staff, all changes will be
        made in our future filings.

        In addition to the transmission of this letter via EDGAR, we are delivering
        via overnight mail three hard copies of this letter and three copies of the exhibits
        showing our proposed changes to the original disclosure.

        Form 10-K for the Year Ended December 31, 2006

        Schedule II – Valuation and Qualifying Accounts, page
        21

                        1.

                        Please revise this schedule to include the activity in
                        your sales allowances, amounts receivable from vendor reserve and your
                        notes receivable reserve, if any. Alternatively, you may provide such
                        disclosure in the notes to the financial statements. Refer to Rules 5-04
                        and 12-09 of Regulation S-X for guidance.

        Response:

        In future filings, we will revise this schedule to include the activity in
        our sales allowances. The supplemental disclosure for the activity in these allowances is
        reflected in the following table:

        Securities
        and Exchange Commission

        August 2,
        2007

        Page
        2

                    Col. A

                    Col. B

                    Col. C

                    Col. D

                    Col. E

                    Description

                    Balance at Beginning of Period

                    Additions – Charged to Costs and Expenses

                    Additions – Charged to Other Accounts –
                    Describe

                    Deductions – Describe

                    Balance at End of Period

                    (Amounts in thousands)

                    Year ended December 31, 2006:

                    Deducted from asset account:

                    Sales and Returns Allowances

                    $

                    1,176

                    $

                    364

                    $

                    --

                    $

                    --

                    $

                    1,540

                    Year ended December 31, 2005:

                    Deducted from asset account:

                    Sales and Returns Allowances

                    $

                    1,176

                    $

                    --

                    $

                    --

                    $

                    --

                    $

                    1,176

                    Year ended December 31, 2004:

                    Deducted from asset account:

                    Sales and Returns Allowances

                    $

                    1,566

                    $

                    --

                    $

                    --

                    $

                    390

                    (1)

                    $

                    1,176

                    (1) Reduction is the result of enhanced
                    sales return data derived from improved point-of-sale system.

        As discussed
        in greater detail in our responses to comments 8 and 10, we did not record reserves for
        amounts receivable from vendors and notes receivable during the periods reflected in
        Schedule II – Valuation and Qualifying Accounts in our 2006 Form 10-K.

        Exhibit 13.1 - Portions of the 2006 Annual Report to
        Shareholders

        Management’s Discussion and Analysis of Financial Condition and
        Results of Operations, page 29

        Critical Accounting Policies and Estimates, page 30

                        2.

                        Please revise the discussion of your critical accounting
                        policies to include the following:

                        •

                        The specific assumptions and uncertainties underlying
                        your estimates. Explain how the assumptions that you have made compare to
                        other assumptions that could have reasonably been made, under the
                        circumstances, and address the specific uncertainties that are reasonably
                        likely to give rise to material effects in the course of resolution. Please
                        provide information about the quality and potential variability of your
                        earnings and cash flow so that investors may ascertain the extent to which
                        your reported financial information is indicative of your future results.
                        We generally find that disclosures including both sensitivity analyses and
                        discussions of historical experience in making the critical estimates are
                        effective in meeting this management’s discussion and analysis
                        objective. Please refer to the guidance in FRC Section 501.14 if you
                        require further clarification; and

        Securities and Exchange Commission

        August 2, 2007

        Page 3

                        •

                        Please also revise to disclose the estimates,
                        assumptions, and uncertainties related to your accounting for inventory
                        obsolescence and shrink, or tell us why you believe such disclosure is not
                        necessary.

        Please include your proposed revisions with your response.

        Response:

        In future filings, we will revise our critical accounting policies
        discussion to disclose the additional information identified in your comment. Additionally,
        we will supplement our disclosure to include the estimates, assumptions, and uncertainties
        related to our accounting for inventory obsolescence and shrink. Our proposed revised
        disclosure is attached hereto as Exhibit
        1. Please note our response to comment 8 regarding amounts
        receivable from vendors for additional clarification regarding these balances.

        Results of Operations. page 31

        2006 Compared to 2005, page 32

                        3.

                        Please revise your discussion for the
                        following:

                        •

                        When you describe two or more business reasons that
                        contributed to a material change in a financial statement line item between
                        periods, please quantify the extent to which each change contributed to the
                        overall change in that line item. For example, you state that sales
                        increased in 2006 ‘‘primarily due to 170 net additional stores
                        opening during 2006, a full year of sales for stores opened throughout 2005
                        and a 3.3% increase in same-store sales for stores open at least one
                        year.” You further state that “increased sales achieved by
                        existing stores are a result of our offering broader selection of products,
                        increased promotional and advertising efforts, continued improvement in
                        merchandising and store layouts, compensation programs for store team
                        members and continued focus on serving professional installers.” You
                        also discuss factors that negatively impacted sales, such as constraints on
                        customer’s discretionary income. For each item identified, please
                        quantity the amount each change contributed to, or deducted from, the
                        overall change in sales. Additionally, please expand your discussion of
                        each of the significant changes in financial statement line items to
                        indicate whether these changes represent trends expected to continue in the
                        future;

                        •

                        Where you identify intermediate causes of changes in net
                        sales, please expand your discussion to describe the reasons underlying the
                        intermediate causes. For example, where you indicate that gross profit as a
                        percentage of sales increased as a result of improvements in product mix
                        and product acquisition costs, please expand your discussion to describe
                        how you achieved improvements in product mix and products acquisition
                        costs; and

        Securities and Exchange Commission

        August 2, 2007

        Page 4

                        •

                        For line items presented as “net” please
                        include a discussion of all major components within that line item that
                        contributed to material changes. For example, we note that you include not
                        only interest expense, but also interest income and other within your other
                        expense, net line item, yet you attribute the entire change to interest
                        expense only.

        Refer to Item 303(a) of Regulation S-K and SEC Release No. 33-8350.
        Please provide examples of your proposed revisions with your response.

        Response:

        In future filings, we will prepare our disclosure to include the items
        identified in comment 3. Specifically, we will take the following approach with regard to
        each bullet point of comment 3.

        First Bullet:

        In situations where we identify multiple business reasons that contributed
        to a material change in a financial statement line item between periods, we will quantify
        the impact of each identified reason to the extent possible. Additionally, we will
        supplement our disclosure to include discussion of the extent to which significant changes
        in financial statement line items represent known trends that we expect to continue in the
        future. An example of proposed revised disclosure is as follows:

        Sales increased $237.9 million, or 11.6%, from $2.05 billion in 2005 to
        $2.28 billion in 2006. The addition of 170 net new stores opened during 2006 provided $67.4
        million of the increase. A full year of sales for stores opened throughout 2005 contributed
        an additional $76.1 million of the increase. Finally, a 3.3% increase in same-store sales
        for stores open at least one year added $93.5 million of the increase. We anticipate that
        continued store unit and sales growth consistent with our historical rates will continue in
        the future.

        In some instances, we may identify material changes in certain financial
        statement line items that are caused by business reasons which would be reasonably
        impracticable to quantify. For instance, as noted in comment 3, we disclosed in our 2006
        10-K filing that our comparable store sales increased due to a variety of factors. However,
        while we believe that each of the factors listed in our disclosure had a positive impact on
        our ability to increase sales at existing stores, we do not have systems capable of
        calculating this impact nor would it be feasible to develop such calculations. Likewise, it
        would not be reasonably practicable to identify, and thereby quantify, the specific
        negative impact of the macroeconomic factors that we disclose in our discussion. In
        circumstances where quantification is not possible, we will qualitatively discuss the
        business reasons that impact our financial results.

        Securities and Exchange Commission

        August 2, 2007

        Page 5

        Second Bullet:

        When we identify and discuss intermediate causes that impacted our financial
        results, we will expand our disclosure to include additional analysis of underlying causes.
        Our proposed revision of our disclosure identified in the second bullet of comment 3 is as
        follows:

        Gross profit increased $114.2 million, or 12.8%, from $892.5 million (43.6%
        of sales) in 2005 to $1.01 billion (44.1% of sales) in 2006, due to increased sales. The
        increase in gross profit as a percent of sales is the result of improvements in product mix
        and product acquisition cost. We improved our product mix by implementing strategies to
        differentiate our merchandise selections at each store based on customer demand and vehicle
        demographics in the store’s market and through Team Member training initiatives
        focused on selling products with greater gross margin contribution. Product acquisition
        cost improved due to increased imports from lower cost providers in foreign countries as
        well as improved negotiating leverage with our vendors as a result of our growth. We
        anticipate these trends to continue at a moderate rate through 2007.

        Third bullet:

        We will include discussion of all major components that contributed to
        material changes in all line items that we present as “net.” With respect to
        our “other expenses, net” line item on our income statement, however, the only
        major component that contributed materially to the change in the line item was the
        decreased interest expense noted in our disclosure. While other components did affect the
        line item, none of these individual components contributed materially to the change. In
        future filings, we will discuss the changes in each of the individual components of
        “other expenses, net” to the extent that the applicable change is
        material.

        Financial Statements

        General

                        4.

                        You state on page 6 that that you entered into various
                        programs and arrangements with certain vendors including “pay-on-scan
                        arrangements.” Please tell us the nature and general terms of
                        pay-on-scan arrangements and tell us how you account for them. If you are
                        not obligated to pay for merchandise until sold, please confirm that you
                        account for such merchandise as consignment inventory. Otherwise, please
                        explain.

        Response:

        We are party to various programs and arrangements with certain of our
        vendors, including pay-on-scan arrangements. Pursuant to these agreements, we remit payment
        to vendors on a regular basis after the sale of specific products identified in the