Exhibit 99.2

                               AMENDMENT NO. 1 TO
                       ROBERT A. KIERLIN STOCK OPTION PLAN

This Amendment No. 1 to the Robert A. Kierlin Stock Option Plan (the "Plan") is
adopted and made by Robert A. Kierlin, of Winona, Minnesota (the "Shareholder"),
pursuant to the power reserved to the Shareholder under Paragraph 11 of the
Plan. The Plan, which was adopted effective January 3, 2000, for the benefit of
employees of Fastenal Company (the "Company"), is hereby amended as follows.

1.       Paragraph 3 of the Plan is hereby amended to read as follows:

         3.       Shares Subject to Options.
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         The aggregate number of Shares for which Options may be granted and
         which may be purchased upon the exercise of Options granted under the
         Plan shall not exceed 2,000,000, subject to adjustment under the
         provisions of paragraph 7. The Shares to be delivered upon the exercise
         of Options shall be Shares outstanding and owned by the Shareholder at
         the time the Options are granted. Such Shares shall be specifically
         identified, and certificates for such Shares shall be delivered by the
         Shareholder to the Agent, together with stock powers for transfer of
         such Shares, to be held by the Agent for delivery to Optionees upon
         exercise of Options. In the event any Option shall, for any reason,
         terminate or expire or be surrendered without having been exercised in
         full, the Shares subject to such Option but not purchased thereunder
         shall be released from the Plan and shall be redelivered to the
         Shareholder. The Company shall not be obligated to issue any Shares
         upon the exercise of Options; and neither the Agent nor the Company
         shall be obligated to acquire any Shares to fulfill any exercise of
         Options.

2.       Subparagraph 6(a) of the Plan is hereby amended to read as follows:

                  (a). Option Price. The Option price per Share with respect to
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         each Option shall be determined and stated by the Shareholder at the
         time of grant. Such Option price shall be not less than the closing
         price at which Shares of the Common Stock were traded on the securities
         exchange or Nasdaq National Market System on which the Shares are then
         listed and traded on the most recent trading date preceding the date of
         grant. If the Common Stock is not then listed and traded upon a
         securities exchange or the Nasdaq National Market System, such Option
         price shall be not less than the fair market value of a Share on the
         date of grant, as determined by the Shareholder. The determination of
         the Option price by the Shareholder shall be binding upon the Optionee
         and all other persons.

3.       Subparagraph 6(b) of the Plan is hereby amended to read as follows:

                  (b) Period of Option. Each Option shall expire on the last day
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         of November of the second calendar year after the year in which the
         Option was granted; provided, however, if the expiration date is a day
         on which the securities exchange or the Nasdaq National Market System
         on which the Shares are then



        listed and traded is closed, the expiration date shall be the next day
        on which it is not closed. For example, an Option granted January 3,
        2002, will expire November 30, 2004.

4.      Subparagraph 6(d) of the Plan is hereby amended to read as follows:

        (d) Exercise of Option. Each Option shall be exercisable from time to
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time during the six-month period from June 1 through the date of expiration of
such Option specified in subparagraph (b) above.

5.      Paragraph 11 of the Plan is hereby amended to read as follows:

        11. Amendment, Suspension, or Termination of Plan.
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        The Shareholder may at any time suspend or terminate the Plan or may
        amend it from time to time in such respects as he may deem advisable in
        order that the Options granted thereunder may conform to any changes in
        the law or in any other respect which he may deem to be in the best
        interests of the Company. Unless the Plan shall theretofore have been
        terminated as provided herein, the Plan shall terminate when all
        available Options have been granted and no granted Option is
        outstanding. No Option may be granted during any suspension or after the
        termination of the Plan. No amendment, suspension, or termination of the
        Plan shall, without an Optionee's consent, impair any of the rights or
        obligations under any Option theretofore granted to such Optionee under
        the Plan. A Participant's consent to any amendment, suspension, or
        termination of the Plan or to any Option issued pursuant to the Plan
        shall be deemed to have been given if the Participant fails to object in
        writing within 15 days after written notice thereof, given in person or
        by certified mail sent to the Participant's address contained in the
        records of the Company.

6.      The provisions of this Amendment shall be effective on and after
January 1, 2002, and shall apply to Options thereafter issued under the Plan,
but shall not apply to Options outstanding on that date.

7.      Except as modified herein, the Plan shall remain in full force and
effect.

Executed at Winona, Minnesota, this 1st day of January, 2002.



                                           /s/ ROBERT A. KIERLIN
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                                           Robert A. Kierlin

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