SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HISLOP JAMES (Last) (First) (Middle) ONE HARMON PLAZA, 9TH FLOOR (Street) SECAUCUS NJ 07094 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol UNITED AUTO GROUP INC [ UAG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/06/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/06/2003		S		25,000	D	$25.54	232,437(1)(2)(3)(4)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This amount also reflects the acquisition of an aggregate of 157,437 shares as the result of distributions from a limited liability company of which Mr. Hislop is a managing member. These shares were previously reported as held indirectly by Mr. Hislop. Such transactions were non-reportable by Mr. Hislop pursuant to Rule 16a-13 of the Secrities Exchange Act because the distributions did not involve a change in Mr. Hislop's pecuniary interest in the shares.

2. Mr. Hislop now reports indirect beneficial ownership of 7,657,281 shares of UAG common stock as follows: On August 1, 2003 International Motor Cars Group II ("IMCG II") distributed 38,250 shares of UAG common stock to Penske Capital Partners, L.L.C. ("PCP") and PCP distributed 553,544 shares to its members (including 113,508 to Mr. Hislop). On November 6, 2003, International Motor Cars Group I, LLC ("IMCG I") distributed 43,929 shares of UAG common stock to PCP, which shares were distributed to Mr. Hislop as discussed above. All of these shares were previously reported as held indirectly by Mr. Hislop through PCP. Such transactions were non-reportable by Mr. Hislop pursuant to Rule 16a-13 of the Securties Exchange Act because the distributions did not involve a change in Mr. Hislop's pecuniary interest in the shares. PCP is the managing member of IMCG I and IMCG II and Mr. Hislop is a managing member of PCP.

3. Such amount of indirectly held shares also reflects the acquisition by IMCG II of 1,758,565 shares of UAG common stock upon conversion of non-voting common stock and the disposition by IMCG II of 1,614,708 shares of UAG common stock, each as previously reported by IMCG II. Such transactions were non-reportable by Mr. Hislop pursuant to Rule 16a-13 of the Securties and Exchange Act of 1934 because the distributions did not involve a change in Mr. Hislop's pecuniary interest in the shares.

4. Mr. Hislop disclaims beneficial ownership of the securities held by IMCGI, IMCG II and PCP, except to the extent of his pecuniary interest, if any and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.

Remarks:

	Robert H. Kurnick, Jr., by power of attorney	11/07/2003
	** 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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