SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0362
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
DEBOER SIDNEY B
(Last) (First) (Middle)
360 E. JACKSON ST.
(Street)
MEDFORD OR 97501
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LITHIA MOTORS INC [ LAD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/07/2005 		6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Class A Common 03/05/2004 G 5,000 D $0 99,500 I Deboer Family, LLC(1)
Class A Common 03/10/2004 G 5,000 D $0 94,500 I Deboer Family, LLC(1)
Class A Common 11/01/2004 G 5,000 D $0 89,500 I Deboer Family, LLC(1)
Class A Common 25,455 D
Class A Common 10,147 I By 401(k)
Class A Common 280 I By Spouse in Joint Ownership with Mother(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common $0.00 (3) (3) Class A Common 3,762,231 3,762,231 I Interest owned by a LLC(4)
Stock Option (2000sd) (ISO) (right to buy) $18.43 (5) 01/06/2005 Class A Common 9,990 9,990 D
Stock Option (2000sd) (NQ) (right to buy) $16.75 (6) 01/06/2010 Class A Common 22,010 22,010 D
Stock Option (2002nq) (right to buy) $15.13 12/26/2007 12/26/2012 Class A Common 16,000 16,000 D
Stock Option (right to buy) $29.42 03/11/2009 03/11/2010 Class A Common 16,002 16,002 D
Stock Option (2001) (ISO) (right to purchase) $12.99 12/26/2000 12/26/2005 Class A Common 7,494 7,494 D
Stock Option (2001) (NQ) (right to buy) $1 12/26/2005 12/26/2010 Class A Common 16,000 16,000 D
Stock Option (2001nq) (right to buy) $19.24 12/26/2006 12/26/2011 Class A Common 16,000 16,000 D
Stock Option (2001sd) (NQ) (right to purchase) $11.81 (7) 12/26/2010 Class A Common 31,788 31,788 D
Explanation of Responses:
1. Sidney B. Deboer is the trustee of the Sidney B. DeBoer Trust, which is the owner of a majority interest in the LLC and is the sole manager of the LLC
2. These shares are beneficially owned by reporting person's Mother-in-law in a joint acount with reporting person's spouse and reporting person disclaims any beneficial ownership of these shares
3. Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion.
4. Mr. DeBoer, through DeBoer Family, LLC, of which he is the sole manager, owns a majority interest in Lithia Holding Company, LLC, of which he is also the sole manager; and he has elected to report all Class B Common Stock owned by the Lithia Holding Company, LLC as being beneficially owned by him.
5. The options vest as follows: 4,745 on 1/6/03 and 5,245 on 1/6/04.
6. The options vest as follows: 13,627 on 1/6/01 and 8,383 on 1/6/02.
7. The options vest 8,360 shares on 12/26/00, 2,108 on 12/26/02, 10,565 on 12/26/03 and 10,755 on 12/26/04
Remarks:
This amended report is filed to reflect the correct beneficial ownership between direct holdings and the Deboer Family, LLC holdings resulting from incorrectly reporting a prior gift as made from direct holdings rather than the LLC.
By: Cliff E. Spencer, Attorney in Fact for 02/08/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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