SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WOOTEN ROSALIE OREILLY (Last) (First) (Middle) 233 SOUTH PATTERSON (Street) SPRINGFIELD MO 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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/05/2007
	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 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	04/05/2007		J(1)(2)(3)		48,726	D	(1)(2)(3)	1,239,054	D
Common Stock								327,519	I	Indirectly for reporting person's child.

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Variable Prepaid Forward Sales Contract	(1)(2)(3)	04/05/2007		J(1)(2)(3)			50,000	(1)(2)(3)	(1)(2)(3)	Common Stock	50,000	(1)(2)(3)	0	D

Explanation of Responses:

1. On March 20, 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 $624,876.72. In exchange for the cash payment, the reporting person pledged 50,000 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 50,000 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 9, 2007 (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 10,000 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 $18.30 per share, then the reporting person would be required to deliver a number of shares equal to the product of 10,000 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 $18.30, then the reporting person would be required to deliver a number of shares equal to 10,000 multiplied by a fraction, the numerator of which would be the sum of $14.07 plus the difference between the Settlement Price and $18.30, and the denominator of which would be the Settlement Price. The Settlement Price on each Averaging Date ranged from a high of $33.65 and a low of $32.83, resulting in the reporting person delivering a total of 48,726 shares of the Company's common stock to the Buyer.

	Rosalie Wooten	04/09/2007
	** 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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