Item 8.01 Other Events

On August 17, 2012, John Murphy, a member of the Board of Directors of O'Reilly Automotive, Inc. (the "Company"), established a plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, for the trading of the Company's common stock. The plan provides for option exercises and subsequent sales of specified share amounts at specific market prices, subject to specified limitations. The plan was established for the purpose of facilitating the exercise and subsequent sale of stock options with a seven-year contractual life that are due to expire in May of 2017. The plan was established during the Company's unrestricted trading window and at a time when Mr. Murphy was not in possession of material, non-public information about the Company. Mr. Murphy has informed the Company that he will publicly disclose, as required by federal securities laws, any option exercises and stock sales made under this plan.

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