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Correspondence

 April 22, 2010

VIA OVERNIGHT MAIL AND EDGAR

 Securities
and Exchange Commission

 Division of Corporate Finance

100 F Street, NE

 Washington, DC 20549

 Attn:

 H. Christopher Owings

Assistant Director

 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. Owings:

 We are writing in response to the comments contained in a letter from you dated April 9, 2010 to O’Reilly
Automotive, Inc., with respect to our Form 10-K for the Fiscal Year Ended December 31, 2009 and our Schedule 14A Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. For your convenience, 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 all changes will be made in our future filings.

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 discuss 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 introduction of new products or services. Refer to Item 303(A)(3)(iii) of Regulation S-K.

Response:

 In future
filings, we will expand our disclosure to further discuss the contributing causes of changes in sales. In particular, our disclosure will highlight the impact on our comparable store sales of changes in total transaction (ticket) counts and changes
in average transaction value with corresponding discussion of the factors driving such changes. This manner of analysis and associated terminology is common within our industry and is consistent with public comments we have made on prior earnings
release conference calls. Our proposed revised disclosure is expanded as follows:

 We believe that the increased sales
achieved by our stores are the result of superior inventory availability, a broader selection of products offered in most stores, a targeted promotional and advertising effort through a variety of media and localized promotional events, continued
improvement in the merchandising and store layouts of the stores, compensation programs for all store team members that provide incentives for performance and our continued focus on serving professional installers. The improvement in comparable
store sales was primarily driven by an increase in transaction counts, while the average ticket remained flat with the prior year. The flat average ticket value was attributable to more complex and costly repair parts, consistent with ongoing
industry trends offset by competitive price reductions in the acquired CSK stores and the addition of a wider assortment of entry level products in those stores.

Contractual Obligations, page 35

2.
Please consider revising your contractual obligations table to include estimated interest payments on all of your long-term debt through maturity. Because the table is
aimed at increasing transparency of cash flow, we believe these payments should be included in the table. 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 interest expense recognized during the periods presented.

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 Response:

The contractual obligations table includes scheduled principal and interest payments on fixed rate long-term debt, the principal balance of our
variable rate asset backed revolving credit facility (“ABL facility”) and obligations under our interest rate swap agreements. However, due to the uncertainty of forecasting expected variable interest rates and expected borrowing levels
under our ABL facility, we are unable to reasonably estimate expected variable rate interest payments on such facility, and this conclusion is stated in the paragraph preceding the contractual obligations table. In response to the Commission’s
request, in future filings, and so long as these uncertainties continue to exist, we will add a footnote to the contractual obligations table reiterating this conclusion. We will also provide additional information in this footnote disclosing
amounts borrowed under the ABL facility, interest rate ranges for the applicable period covered in the filing and historical interest expense relating to the ABL facility for the period. Our proposed footnote to the contractual obligations table is
as follows:

 Due to the uncertainty of future interest rates and the borrowings under our ABL facility, future ABL
interest payments are not included in the above table. At December 31, 2009, we had borrowings of $679 million under our ABL facility with interest rates ranging from 2.50% to 4.50%. At December 31, 2008, we had borrowings of $614 million
under our ABL facility with interest rates ranging from 3.125% to 4.75%. During the years ended December 31, 2009 and 2008, we incurred interest expense of $23 million and $16 million, respectively, as a result of borrowings under our ABL
facility, exclusive of obligations under interest rate swap agreements. See Note 4 “Long-Term Debt” to the consolidated financial statements for further information.

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 include such items. Provide a context for the reader to understand the impact of these items on your total operating lease obligations.

Response:

 Most of our
operating leases obligate us to pay certain tax, insurance and maintenance expenses. In future filings, we will supplement our disclosure to note this and will provide a context for the reader to understand the impact of these items on our total
operating lease obligations. Our proposed revised disclosure would include the following as a footnote to our contractual obligations table:

The minimum lease payments above do not include certain tax, insurance and maintenance costs, which are also required contractual
obligations under our operating leases but are generally not fixed and can fluctuate from year to year. These expenses historically average approximately 20% of the corresponding lease payments.

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 Item 8. Financial Statements and Supplementary Data, page 40

Notes to Consolidated Financial Statements, page 48

Note 1 – Summary of Significant Accounting Policies, page 48

Revenue Recognition, page 48

4.
We note that you record sales net of estimated return allowances. Please clarify whether the reduction in sales is based on the gross profit of the related transactions
or total estimated revenue related to estimated returns with an offsetting credit to cost of sales. Please also clarify why there are no amounts reflected in the deductions column for fiscal years 2007 and 2009 of your Schedule II rollforward.

 Response:

During any given period, we record sales returns as a reduction of sales on a gross basis. At each period end, we record an allowance for sales returns
that is based on the gross profit of the estimated returns subsequent to the end of the period. Our schedule II rollforward reflects adjustments to our estimated sales returns allowances during the periods presented. To the extent that estimates are
lower, we reflect the adjustment in the deductions column. We did not make downward adjustments in the sales returns allowances in 2007 or 2009 because of increases in overall sales volumes in those years which corresponded to increases in our
estimates of returns. The amount reflected in the deductions column in 2008 related to minor refinements in our estimation process that resulted in an immaterial adjustment to the allowance.

Goodwill and Other Intangible Assets, page 49

5.
You disclose that you operated as one reporting unit and test goodwill for impairment at the consolidated level. Please tell us if the executive management team, which
we assume represents your chief operating decision maker function, regularly reviews the performance 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.

Response:

 We have
determined the CODM for the Company is the senior executive management team comprised of the Chairman of the Board and our two Co-Presidents (the Chief Executive Officer and the Chief Operating Officer.) Our CODM receives regular monthly

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reports for review and analysis which contain consolidated financial statements including an income statement by major expense line broken out by store and headquarter expense and a consolidated
balance sheet. These consolidated financial statements focus on current period performance versus the prior year and plan. Additionally, items which make up gross margin are presented at a more detailed, but fully consolidated level to include point
of sale system gross margin and distribution costs that are included in calculating gross margin. The CODM does not regularly receive and review divisional, regional, geographic, individual store or customer type profitability reports.

 In addition to the consolidated financial statements described above, the regular monthly reports presented to the CODM include
consolidated sales information which is broken down by comparable and non-comparable store sales, comparable sales by product line (chassis, brakes, oil, filters etc.), and comparable sales by retail and wholesale customer type. The sales data by
customer type is compiled primarily for external reporting purposes so that we are able to provide descriptive information to stakeholders related to the performance of our business as a whole. Additionally, store level sales information is provided
to the CODM for the best, as well as poorest, performing stores, but not for all individual stores. Generally, all stores have similar characteristics including the nature of the products and services, the type and class of customers and the methods
used to distribute products and provide service to our customers and, as a whole, make up a single operating segment. Other than the sales data described above, discrete financial information, including profitability by geographic region or store,
is not reported or reviewed by the CODM as a part of the regular monthly Company performance package.

 The CODM allocates resources for
new store openings and expansions based on distribution capacity and submarket demographic information. O’Reilly has a model of organic, contiguous growth. This model consists of growing outward from our existing distribution infrastructure and
expanding into new markets which can be reached from an existing distribution center (“DC”). New DCs are opened primarily based on demographic information and proximity to existing DCs. Resources for store and DC expansion are allocated at
the consolidated Company level after an annual review by the CODM of distribution system excess capacity and potential new growth markets based on demographic analysis. Store closures are determined through a review of underperforming stores which
are identified by comparing sales results of peer stores based on age. Traditionally, we have not closed a material number of stores. We attribute this to the significant diligence we place on new store site selection and store openings and a focus
on profitable growth based on the contiguous growth philosophy described above.

 Note 2 – Business Combination, page 53

6.
We note that you made several purchase price allocation adjustments between your preliminary allocation as of December 31, 2008 and the final allocation as of
June 30, 2009. Please note that the allocation 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. While 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.

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 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 words, explain what information you were awaiting in order to finalize the purchase price. Also, tell us how you
determined your inventory adjustment was not a post-acquisition period impairment expense.

 Response:

The Company understands that SFAS 141, Business Combinations, regarding the allocation period for purchase price adjustments applies to its acquisition
of CSK Auto Corporation (“CSK”). SFAS 141 defines the allocation period as: “[t]he period that is required to identify and measure the fair value of the assets acquired and the liabilities assumed in a business combination. The
allocation 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. … Although the time required will vary with circumstances, the allocation
period should usually not exceed one year from the consummation of a business combination.” The Company closed its acquisition of CSK on July 11, 2008. The final purchase price adjustments made for this acquisition were recorded on
June 30, 2009, within the one-year period allowed in SFAS 141.

 The provisions of FAS 141 acknowledge that the time necessary to
obtain additional information related to estimating the fair values of the acquired assets and assumed liabilities for a given acquisition will vary with circumstances. The acquisition of a company of the size and complexity of CSK was an
undertaking unprecedented in the history of our Company. At the date of acquisition, CSK’s store base was 72% of the size of our existing store base. While the Company obtained meaningful information in the due diligence process prior to the
acquisition, the company’s access to certain data, including individual store and product information, was restricted because of legal and competitive considerations, including concerns that sharing of certain data would create antitrust
conflicts. As such, the accumulation and evaluation of the information necessary to reasonably estimate the fair values of assets acquired and liabilities assumed and to quantify pre-acquisition contingencies required significant internal and
external resources. The following provides the details you have requested for the primary items where we were waiting on information and subsequently made adjustments in the final purchase price allocation.

Pre-Acquisition Litigation Matters

In part, the intent of the allocation period following a business combination is to allow adequate time for discovering and quantifying pre-acquisition
contingencies. While the Company was able to complete meaningful due diligence of CSK prior to the closing of the acquisition on July 11, 2008, in order to protect CSK’s legal positions, CSK had not waived its legal privilege prior to the
closing with respect to the following ongoing CSK legal matters. Accordingly, the Company needed to obtain additional legal information relating to (i) CSK’s ongoing investigations by the SEC and DOJ relating to prior financial
restatements by CSK, (ii) defense of various f