FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SWEARENGIN MICHAEL D 2. Issuer Name and Ticker or Trading Symbol O REILLY AUTOMOTIVE INC [ORLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 233 S PATTERSON 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004 (Street) SPRINGFIELD, MO 65801 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 12/31/2004   J 149 A $ (1) 3,016 I 401K Plan Common Stock 12/31/2004   J 173 A $ (2) 291 I Employee Stock Purchase Plan Common Stock 12/31/2004   J 50 (3) A $ 32.955 1,710 D   Common Stock 12/31/2004   J 93 (3) A $ 23.83 1,803 D   Common Stock 12/31/2004   J 62 (3) A $ 39.16 1,865 D   Common Stock 12/31/2004   J 50 (6) D $ 32.955 0 I Held in escrow under Performance Incentive Plan 2001. Common Stock 12/31/2004   J 93 (4) D $ 23.83 93 I Held in escrow under Performance Incentive Plan 2002. Common Stock 12/31/2004   J 62 (5) D $ 39.16 123 I Held in escrow under Performance Incentive Plan 2003.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SWEARENGIN MICHAEL D 233 S PATTERSON SPRINGFIELD, MO 65801	Â	Â	  Senior Vice President	Â

Signatures

Michael Swearengin		02/14/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Change in shares held under the Company's 401K Plan for the year ended 12/31/04.
(2)	Change in shares held under the Company's Employee Stock Purchase Plan for the year ended 12/31/04.
(3)	Direct ownership increased by 205 shares that were released on December 31, 2004 from the 2001, 2002 and 2003 Performance Incentive Plans Escrow account.
(4)	The 2002 Performance Incentive Plan award relates to fiscal year 2002. Shares released in December 2004, that pertained to the 2002 Performance Incentive Plan are now reflected in direct ownership, see footnote 3.
(5)	The 2003 Performance Incentive Plan award relates to fiscal year 2003. Shares released in December 2004, that pertained to the 2003 Performance Incentive Plan are now reflected in direct ownership, see footnote 3.
(6)	The 2001 Performance Incentive Plan award relates to fiscal year 2001. Shares released in December 2004, that pertained to the 2001 Performance Incentive Plan are now reflected in direct ownership, see footnote 3.

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