UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
O'REILLY AUTOMOTIVE, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
686091 10 9
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 6 pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Northwestern Mutual Life Insurance Company
39-0509570
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Wisconsin
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 459,800
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 703,100
WITH
7. SOLE DISPOSITIVE POWER
459,800
8. SHARED DISPOSITIVE POWER
703,100
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,162,900
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions): N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.5%
12. TYPE OF REPORTING PERSON (See Instructions): IC
Item 1
(a) Name of Issuer: O'Reilly Automotive, Inc.
(b) Address of Issuer's Principal Executive Offices:
233 South Patterson, Springfield, MO 65802
Item 2
(a) Name of Person Filing: The Northwestern Mutual
Life Insurance Company
(b) Address of Principal Business Office: 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202
(c) Citizenship or Place of Organization: Wisconsin
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 686091 10 9
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or Dealer registered under Section 15
of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [X] Insurance Company as defined in
section 3(a)(19) of the Act
(d) [ ] Investment Company registered under
section 8 of the Investment Company Act
(e) [ ] Investment Adviser registered under
section 203 of the Investment Advisers Act
of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act
of 1974 or Endowment Fund; see
section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with section
240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last day of
any month described in Rule 13d-1(b)(2), if applicable,
exceeds five percent, provide the following information as
of that date and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned: 1,162,900 shares. Of
such amount, (i) 517,400 shares are owned by the Growth
Stock Portfolio of Northwestern Mutual Series Fund, Inc., a
wholly owned subsidiary of The Northwestern Mutual Life
Insurance Company and a registered investment company;
(ii) 121,800 shares are held in The Northwestern Mutual
Life Insurance Company Group Annuity Separate Account;
(iii) 4,900 shares are owned by the Asset Allocation Fund
and 26,000 shares are owned by the Aggressive Growth Stock
Fund of Mason Street Funds, Inc., an affiliate of The
Northwestern Mutual Life Insurance Company and a registered
investment company; and (iv) 33,000 shares are held by a
custodian for the benefit of MGIC Investment Corporation
("MGIC"), an affiliate of The Northwestern Mutual Life
Insurance Company. Northwestern Mutual Investment Services,
Inc., an indirect wholly owned subsidiary of The
Northwestern Mutual Life Insurance Company and a registered
investment advisor, serves as an investment advisor to the
Growth Stock Portfolio, Asset Allocation Fund, Aggressive
Growth Stock Fund, and to MGIC with respect to the 33,000
shares referred to above.
(b) Percent of Class: 5.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
459,800
(ii) shared power to vote or to direct the
vote: 703,100
(iii) sole power to dispose or to direct the
disposition of: 459,800
(iv) shared power to dispose or to direct the
disposition of: 703,100
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of
Another Person: N/A
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company: N/A
Item 8 Identification and Classification of Members of
the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
February 4, 1998
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ John M. Bremer
John M. Bremer
Executive Vice President,
General Counsel and
Secretary
80043
CUSIP NO.: 686091 10 9 13G Page 6 of 6 Pages
