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


                                    FORM 8-K
                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of report (Date of earliest event reported): December 23, 2003


                            O'REILLY AUTOMOTIVE, INC.


             (Exact Name of Registrant as Specified in Its Charter)


         Missouri                                      44-0618012
- --------------------------------------------------------------------------------
(State or Other Jurisdiction                  (IRS Employer Identification No.)
     of Incorporation)

                                233 S. Patterson
                           Springfield, Missouri 65802
- --------------------------------------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)


                                  417-862-6708
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                (Not Applicable)
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


ITEM 9. REGULATION FD DISCLOSURE

     The press  release is attached  hereto as Exhibit 99.1 and is  incorporated
herein by reference.


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:  December 23, 2003

                                     O'REILLY AUTOMOTIVE, INC.

                                     By:/s/ James R. Batten
                                     -------------------------------------------
                                     James R. Batten
                                     Vice President of Finance
                                      Chief Financial Officer and Treasurer
                                      (principal financial officer)



                                  EXHIBIT INDEX

Exhibit
Number         Description
- ------         -----------------------------------------------------------------

 99.1          Press Release dated December 23, 2003




                   O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES
                                  Exhibit 99.1





 FOR IMMEDIATE RELEASE

For further information contact:                              David O'Reilly
                                                              James R. Batten
                                                              (417) 862-3333
________________________________________________________________________________

                 O'REILLY AUTOMOTIVE INC. NAMES JOHN MURPHY AND
                      RONALD RASHKOW TO BOARD OF DIRECTORS
________________________________________________________________________________

Springfield,  MO, December 23, 2003 - O'Reilly Automotive,  Inc. (the "Company")
(Nasdaq: ORLY) announced that John Murphy and Ronald Rashkow have been appointed
to the Company's Board of Directors (the "Board") effective December 19, 2003.

Mr. Murphy is currently the executive vice president and chief financial officer
of Accuride  Corporation.  Previously,  Mr. Murphy  served as  president,  chief
executive officer and director of Falconite,  Inc.;  executive vice president of
administration,  chief  financial  officer  and  corporate  secretary  of  North
American Stainless, Inc.; as vice president of finance and strategic planning of
Armco  Advanced  Materials  Company  various  positions  with Corning,  Inc. and
Coopers & Lybrand. Mr. Murphy has nearly 30 years of business experience with an
emphasis in finance.

Mr.  Murphy,  a  Certified  Public  Accountant,  earned a  Masters  of  Business
Administration  from the  University  of Colorado  and a Bachelors of Science in
Accounting from The Pennsylvania State University.

Mr. Rashkow  currently  serves on the advisory boards of Hilco Trading Co., Inc.
and  Milton's  Baking  Company.  He also serves as Lead  Director of Factory 2-U
Stores,  Inc.  (NASDAQ).  Mr. Rashkow was formerly chief  executive  officer and
director  of Handy Andy Home  Improvement  Centers and a founding  principal  of
Chapman Partners, LLC. During Mr. Rashkow's 44 years of business experience,  he
has  served on  various  home  center  industry  boards  and has  initiated  and
negotiated many transactions as both a principal and advisor.

Mr.  Rashkow  earned a Bachelors of Science in Economics and Marketing  from the
Illinois Institute of Technology.

"The business  knowledge  and  experience of John Murphy and Ron Rashkow will be
valuable   additions  to  our  board  of  directors,"   stated  David  O'Reilly,
co-chairman  and  chief  executive  officer  of  O'Reilly  Automotive.   "John's
financial  expertise  will serve us well as the chairman of the Audit  Committee
and  as  a  member  of  the  Corporate  Governance/Nominating  Committee.  Ron's
extensive  business  experience  will be beneficial in his role on the Audit and
Compensation Committees."

The  addition  of Mr.  Murphy  and  Mr.  Rashkow  brings  the  total  number  of
independent directors to five, of nine total directors,  resulting in a majority
of independent directors.

O'Reilly  Automotive  is one of the largest  specialty  retailers of  automotive
aftermarket  parts,  tools,  supplies,  equipment and  accessories in the United
States,  serving both the  do-it-yourself  and professional  installer  markets.
Founded in 1957 by the O'Reilly family, the Company operated 1,074 stores within
the states of Alabama,  Arkansas,  Florida,  Georgia,  Illinois,  Indiana, Iowa,
Kansas, Kentucky,  Louisiana,  Mississippi,  Missouri, Nebraska, North Carolina,
Oklahoma, Tennessee, Texas and Virginia as of September 30, 2003.