O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

The  following  factors  could affect our actual  results,  including  revenues,
expenses and net income, and could cause them to differ from any forward-looking
statements made by or on behalf of us.

Competition

We compete with a large number of retail and  wholesale  automotive  aftermarket
product  suppliers.  The  distribution of automotive  aftermarket  products is a
highly competitive  industry,  particularly in the more densely populated market
areas served by us. Competitors  include national and regional  automotive parts
chains,  independently  owned parts  stores (some of which are  associated  with
national auto parts distributors or associations),  automobile dealerships, mass
or general  merchandise,  discount and convenience  chains that carry automotive
products,  independent  warehouse  distributors  and parts  stores and  national
warehouse distributors and associations.  Some of our competitors are larger and
have greater financial resources than us.

No Assurance of Future Growth

We believe that our ability to open  additional  stores at an  accelerated  rate
will be a significant  factor in achieving our growth objectives for the future.
Our ability to accomplish  this growth is dependent,  in part, on matters beyond
our control, such as weather conditions,  zoning and other issues related to new
store site development,  the availability of qualified  management personnel and
general  business and economic  conditions.  No assurance  can be given that our
current growth rate can be maintained.

Dependence Upon Key and Other Personnel

The success of our company has been largely  dependent on the efforts of certain
key personnel,  including  David E. O'Reilly,  Lawrence P. O'Reilly,  Charles H.
O'Reilly,  Jr., Rosalie O'Reilly Wooten, Ted F. Wise, and Greg Henslee. The loss
of the  services  of one or more of  these  individuals  could  have a  material
adverse effect on the business and results of operations. Additionally, in order
to successfully  implement and manage our growth strategy,  we will be dependent
upon our ability to continue to attract and retain  qualified  personnel.  There
can be no  assurance  that we will be able to continue to attract or retain such
personnel.

Concentration of Ownership by Management

Our executive  officers and directors as a group  beneficially own a substantial
percentage of the  outstanding  shares of our common stock.  These  officers and
directors have the ability to exercise  effective voting control of the company,
including the election of all of our directors, and to effectively determine the
vote on any matter  being voted on by our  shareholders,  including  any merger,
sale of assets or other change in control of the company.
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