SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q/A

|X| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended March 31, 1998 or

|_| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the Transition period from __________ to __________

Commission file number: 0-21318

O'REILLY AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in Its Charter) 

        Missouri                                            44-0618012

(State or Other Jurisdiction of                             (IRS Employer
 Incorporation or Organization)                             Identification No.)

233 South Patterson, Springfield, Missouri                     65801
 (Address of Principal Executive Offices)                   (Zip Code)

                                 (417) 862-6708
              (Registrant's Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

Common Stock, $0.01 par value - 21,199,313 shares outstanding as of March 31, 1998.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits: See Exhibit Index

(b) Reports on Form 8-K: A Form 8-K was filed by the Registrant on February 2, 1998, to disclose the acquisition of Hi-Lo Automotive, Inc. on January 27, 1998, and is incorporated herein by this reference. This filing was amended by a Form 8-K/A which was filed by the Registrant on April 13, 1998, and is also incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

O'REILLY AUTOMOTIVE, INC. 

September 14, 1998                   /s/ David E. O'Reilly
                                     David E. O'Reilly, President and
                                     Chief Executive Officer


September 14, 1998                   /s/ James R. Batten
                                     James R. Batten, Chief Financial Officer
                                     (Principal Financial Officer)


September 14, 1998                   /s/ Christopher T. Stange
                                     Christopher T. Stange, Corporate Controller
                                     (Principal Accounting Officer)

EXHIBIT INDEX 

Number         Description
------         -----------

*10.20         Credit Agreement between the Registrant and
               NationsBank, N.A., dated January 27, 1998.

 10.21         Third Amendment to the O'Reilly Automotive, Inc.
               1993 Stock Option Plan, filed herewith.

 10.22         First Amendment to the O'Reilly Automotive, Inc.
               Directors' Stock Option Plan, filed herewith.

*10.23         O'Reilly Automotive, Inc. Deferred Compensation Plan.

*10.24         Trust Agreement between the Registrant's Deferred
               Compensation Plan and Bankers Trust Company,
               dated February 2, 1998.

*27.1          Financial Data Schedule.

*99.1          Certain Risk Factors.

*Previously filed as an exhibit to the Registrant's Form 10-Q for the quarter ended March 31, 1998, dated May 15, 1998.

Exhibit 10.21

THIRD AMENDMENT TO THE
O'REILLY AUTOMOTIVE, INC.
1993 STOCK OPTION PLAN

WHEREAS, O'Reilly Automotive, Inc. (the "Company") has heretofore adopted, and subsequently amended the O'Reilly Automotive, Inc. 1993 Stock Option Plan (the "Plan"), under which shares of the Company's common stock, par value $.01 per share (the "Common Stock"), may be issued upon the exercise of incentive and nonqualified stock options granted pursuant to and in accordance with the terms of the Plan; and

WHEREAS, Article VIII of the Plan empowers the Board of Directors to alter and amend the Plan; and,

WHEREAS, in order to provide a continuing means of fulfilling the purpose of the Plan, the Board of Directors of the Company has authorized the amendment of the Plan to increase the number of shares of Common Stock issuable upon the exercise of options granted thereunder from 2,000,000 to 3,000,000; and

WHEREAS, the stockholders of the Company approved the amendment of the Plan to so increase the number of shares of Common Stock issuable thereunder (from 2,000,000 to 3,000,000) at a meeting duly called and held on May 5, 1998;

NOW, THEREFORE, the Plan is hereby amended as follows:

1. The first sentence of Article III of the Plan is hereby deleted in its entirety, and the following substituted in lieu thereof to constitute the first sentence of said Article III from and after the effectiveness of this Amendment:

"The aggregate number of shares which may be issued under the Plan shall not exceed 3,000,000 shares of Stock."

2. The provisions of this Amendment shall be effective as of May 6, 1998.

3. Except and to the extent hereinabove set forth, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment is dated as of the 6th day of May, 1998. 

By:    /s/ Charles H. O'Reilly, Jr.
       Charles H. O'Reilly, Jr.
       Chairman of the Board

Exhibit 10.22

FIRST AMENDMENT TO THE
O'REILLY AUTOMOTIVE, INC.
DIRECTOR STOCK OPTION PLAN

WHEREAS, O'Reilly Automotive, Inc. (the "Company") has heretofore adopted the O'Reilly Automotive, Inc. Director Stock Option Plan (the "Plan"), under which shares of the Company's common stock, par value $.01 per share (the "Common Stock"), may be issued upon the exercise of stock options granted pursuant to and in accordance with the terms of the Plan; and

WHEREAS, Section 11 of the Plan empowers the Board of Directors to alter and amend the Plan; and,

WHEREAS, in order to provide a continuing means of fulfilling the purpose of the Plan, the Board of Directors of the Company has authorized the amendment of the Plan to increase the number of shares of Common Stock issuable upon the exercise of options granted thereunder from 100,000 to 150,000; and

WHEREAS, the stockholders of the Company approved the amendment of the Plan to increase the number of shares of Common Stock issuable thereunder at a meeting duly called and held on May 5, 1998;

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Paragraph (a) of Section 4 of the Plan is hereby deleted in its entirety, and the following substituted in lieu thereof to constitute Paragraph
(a) of said Section 4 from and after the effectiveness of this Amendment:

"Subject to the provisions of Section 10 hereof, the Stock which may be issued pursuant to the exercise of Options granted under the Plan shall not exceed in the aggregate 150,000 shares of Stock."

2. The provisions of this Amendment shall be effective as of May 6, 1998.

3. Except and to the extent hereinabove set forth, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment is dated as of the 6th day of May, 1998. 

By:    /s/ Charles H. O'Reilly, Jr.
       Charles H. O'Reilly, Jr.
       Chairman of the Board