SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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.

1. Name and Address of Reporting Person^*

SWEARENGIN MICHAEL D

(Last)

(First)

(Middle)

233 S PATTERSON AVE

(Street)

SPRINGFIELD

65802

(City)

(State)

(Zip)

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)
	SVP of Merchandise

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2005	12/31/2005	J	227	A	⁽¹⁾	6,259	I	Indirectly through the Company's 401K Plan.
Common Stock	12/31/2005	12/31/2005	J	139	A	⁽²⁾	139	D
Common Stock	12/31/2005	12/31/2005	J	186	A	$11.915⁽³⁾	4,692	D
Common Stock	12/31/2005	12/31/2005	J	124	A	$19.58⁽³⁾	4,816	D
Common Stock	12/31/2005	12/31/2005	J	114	A	$24.585⁽³⁾	4,930	D
Common Stock	12/31/2005	12/31/2005	J	186	D	$11.915⁽⁴⁾	588	I	Held in escrow under the Company's Performance Incentive Plan for 2002.
Common Stock	12/31/2005	12/31/2005	J	124	D	$19.58⁽⁵⁾	464	I	Held in escrow under the Company's Performance Incentive Plan for 2003.
Common Stock	12/31/2005	12/31/2005	J	114	D	$24.585⁽⁴⁾⁽⁶⁾	350	I	Held in escrow under the Company's Performance Incentive Plan for 2004.

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Change in shares held under the Company's 401K Plan for the year ended 12/31/05.

2. Change in shares held under the Company's Employee Stock Purchase Plan for the year ended 12/31/05.

3. Direct ownership increased by 424 shares that were released on December 31, 2005 from the 2002, 2003 and 2004 Performance Incentive Plan Escrow account.

4. The 2002 Performance Incentive Plan award relates to fiscal year 2002. Shares released in December 2005, 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 2005, that pertained to the 2003 Performance Incentive Plan are now reflected in direct ownership, see footnote 3.

6. The 2004 Performance Incentive Plan award relates to fiscal year 2004. Shares released in December 2005, that pertained to the 2004 Performance Incentive Plan are now reflected in direct ownership, see footnote 3.

	Mike Swearengin	02/14/2006
	** 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).
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