Edgar Filing: WOOTEN ROSALIE OREILLY

Ownership Submission

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 ^*

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

(Street)

SPRINGFIELD,Â MOÂ 65802

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

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

Variable Prepaid Forward Sales Contract Confirmation

04/07/2003

25,000

Â ⁽¹⁾

04/07/2006

Common Stock

25,000

$ 28.1476

25,000

Variable Prepaid Forward Sales Contract Confirmation

04/07/2003

25,000

Â ⁽²⁾

04/09/2007

Common Stock

25,000

$ 28.1476

25,000

Variable Prepaid Forward Sales Contract Confirmation

04/07/2003

50,000

Â ⁽³⁾

04/07/2008

Common Stock

50,000

$ 28.1476

50,000

Reporting Owners

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

Signatures

Rosalie Wooten		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)	On April 7, 2003, the reporting person entered into a variable prepaid forward agreement (the "Agreement") with a brokerage firm, whereby the reporting person has agreed to sell 25,000 shares of O'Reilly Automotive, Inc. common stock (the "Shares") for the notional amount of $28.1476 per share, subject to adjustment as below, against which the reporting person received on April 7, 2003, proceeds of approximately $625,000 ($25.00 per share.) The Agreement provides that upon its expiration on April 7, 2006 (the "Settlement Date") the reporting person shall be obligated to deliver 25,000 Shares, adjusted downward if such per share value is more than the per share notional amount and equal to or less than the specified ceiling price of $33.7771. At the option of the reporting person, the Agreement may be settled in cash.
(2)	On April 7, 2003, the reporting person entered into a variable prepaid forward agreement (the "Agreement") with a brokerage firm, whereby the reporting person has agreed to sell 25,000 shares of O'Reilly Automotive, Inc. common stock (the "Shares") for the notional amount of $28.1476 per share, subject to adjustment as below, against which the reporting person received on April 7, 2003, proceeds of approximately $603,000 ($24.12 per share.) The Agreement provides that upon its expiration on April 9, 2007 (the "Settlement Date") the reporting person shall be obligated to deliver 25,000 Shares, adjusted downward if such per share value is more than the per share notional amount and equal to or less than the specified ceiling price of $36.5919. At the option of the reporting person, the Agreement may be settled in cash.
(3)	On April 7, 2003, the reporting person entered into a variable prepaid forward agreement (the "Agreement") with a brokerage firm, whereby the reporting person has agreed to sell 50,000 shares of O'Reilly Automotive, Inc. common stock (the "Shares") for the notional amount of $28.1476 per share, subject to adjustment as below, against which the reporting person received on April 7, 2003, proceeds of approximately $1,165,310 ($23.3062 per share.) The Agreement provides that upon its expiration on April 7, 2008 (the "Settlement Date") the reporting person shall be obligated to deliver 50,000 Shares, adjusted downward if such per share value is more than the per share notional amount and equal to or less than the specified ceiling price of $39.4066. At the option of the reporting person, the Agreement may be settled in cash.

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