FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WOOTEN ROSALIE OREILLY 		2. Issuer Name and Ticker or Trading Symbol

O REILLY AUTOMOTIVE INC [ ORLY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

233 SOUTH PATTERSON 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/17/2008
(Street)

SPRINGFIELD, MO 65802
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/17/2008     G    10   D $24.97   1192491   D    
Common Stock   4/7/2008     J (1) (2) (3)    80196   D   (1) (2) (3) 1112295   D    
Common Stock                  373400   (4) I   Indirectly as trustee for reporting person's child and in a GRAT.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On March 19, 2002, the reporting person entered into a variable prepaid forward arrangement ("VPF") with an unaffiliated third party buyer (the "Buyer") pursuant to which the reporting person received a cash payment of $1,165,310.64. In exchange for the cash payment, the reporting person pledged 100,000 shares of common stock of O'Reilly Automotive, Inc. (the "Company") and agreed to settle the VPF with either a payment of cash or the delivery of up to 100,000 shares of the Company's common stock. The reporting person chose to settle the VPF through the delivery of shares. The number of shares delivered by the reporting person to the Buyer at settlement was based upon the price of the Company's common stock on each of the 5 business days (each an "Averaging Date") prior to and including April 7, 2008 (each a "Settlement Price"), as follows: (continued in Footnote 2)
( 2)  (continued from Footnote 2) (i) if the Settlement Price were less than or equal to $14.07 per share, then the reporting person would be required to deliver 20,000 shares, per day (which represents the total number of shares subject to the VPF divided by the number of Averaging Dates) to the Buyer; (ii) if the Settlement Price had been greater than $14.07 but less than $19.70 per share, then the reporting person would be required to deliver a number of shares equal to the product of 20,000 times $14.07, divided by the Settlement Price; and (continued in Footnote 3)
( 3)  (continued from Footnote 3) (iii) if the Settlement Price were greater than $19.70, then the reporting person would be required to deliver a number of shares equal to 20,000 multiplied by a fraction, the numerator of which would be the sum of $14.07 plus the difference between the Settlement Price and $19.70, and the denominator of which would be the Settlement Price. The Settlement Price on each Averaging Date ranged from a high of $29.41 and a low of $27.86, resulting in the reporting person delivering a total of 80,196 shares of the Company's common stock to the Buyer.
( 4)  Total includes 300,000 shares held as trustee for reporting person's child and 73,400 shares held in a Grantor Retained Annuity Trust (GRAT).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WOOTEN ROSALIE OREILLY
233 SOUTH PATTERSON
SPRINGFIELD, MO 65802 		X



Signatures
Rosalie Wooten 4/28/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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