8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 12, 1997


                             UNITED AUTO GROUP, INC.
             (Exact name of registrant as specified in its charter)


       Delaware                          1-12297                  22-3086739
(State or other jurisdiction    (Commission File Number)      (I.R.S. Employer
    of incorporation)                                        Identification No.)




  375 Park Avenue, New York, New York                          10152
(Address of principal executive offices)                    (Zip Code)



                                   (212) 223-3300
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)








ITEM 5. Other Events.

         On February 12, 1997, United Auto Group, Inc. (the "Company") signed
an agreement to acquire Gary Hanna Nissan, Inc., a Nissan dealership based in
Las Vegas, Nevada, for aggregate consideration in the amount of approximately
$14 million.

         On February 25, 1997, Company signed an agreement to acquire Florida
Chrysler-Plymouth Jeep Eagle, Palm Beach Toyota, Palm Infiniti and Palm Nissan,
located in West Palm Beach Florida, and Amity Toyota Superstore, Lexus of
Massapequa, Westbury Nissan Superstore and Westbury Toyota, located in Long
Island, New York for aggregate consideration in the amount of approximately $53
million.

         For more information, please see the Company's press releases filed as
exhibits hereto, which are incorporated herein by reference.

ITEM 7.  Financial Statements and Exhibits.

          (a)  Financial Statements of Businesses Acquired:  N/A

          (b)  Pro Forma Financial Information:  N/A

          (c)  Exhibits:

                99.1    Press Release relating to acquisition of Gary Hanna
                        Nissan, Inc., issued February 12, 1997.

                99.2    Press Release relating to acquisition of delaerships
                        located in West Palm Beach, Florida and Long Island,
                        New York, issued February 25, 1997.








                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            UNITED AUTO GROUP, INC.



DATE: March 3, 1997                         By:/s/ Philip N. Smith, Jr.
                                                   Philip N. Smith, Jr.
                                                   Vice President, Secretary
                                                   and General Counsel








                                  EXHIBIT INDEX



Exhibit No.              Document

99.1                    Press Release relating to acquisition of Gary Hanna
                        Nissan, Inc., issued February 12, 1997.

99.2                    Press Release relating to acquisition of delaerships
                        located in West Palm Beach, Florida and Long Island,
                        New York, issued February 25, 1997.







235979.01

EX-99.1

1





UNITED AUTO GROUP, INC.                                  PRESS RELEASE


Contact: Carl Spielvogel                    Bob Amen
         Chairman and Chief                 Amen & Associates
         Executive Officer                  212 448-4200
         Robert Nelson
         Chief Financial Officer
         212 223-3300


FOR IMMEDIATE RELEASE

                   UNITED AUTO GROUP ANNOUNCES ACQUISITION OF
                           LAS VEGAS NISSAN DEALERSHIP


                 Company to Expand Presence in Southwest Through
                          Gary Hanna Nissan Acquisition


         NEW YORK, NEW YORK, February 12, 1997 - United Auto Group, Inc. (NYSE:
UAG), the nation's second largest publicly-traded automotive retailer, has
signed a definitive agreement to acquire 100% of the capital stock of Las
Vegas-based Gary Hanna Nissan Inc., the largest Nissan dealership in Nevada.
The announcement was made today by Carl Spielvogel, Chairman and Chief
Executive Officer of United Auto and Marshall S. Cogan. Chairman of the
Executive Committee.

        The aggregate consideration for the acquisition is approximately $12.5
million, including approximately $7.0 million in cash and approximately $5.5
million in United Auto common stock. The Company has agreed to make an
additional cash payment to the extent that the common stock issued in the
transaction is valued at less than $6.0 million when the shares become freely
tradable. The transaction is expected to close by April 30, 1997 and is subject
to manufacturer approval as well as other customary conditions.


2


         The dealership, which will be renamed United Nissan, had estimated
1996 revenues of $68.0 million. The acquisition expands United Auto's presence
in the Southwest where it also owns Sun Automotive Group, located in Phoenix
and Scottsdale, Arizona.

         Mr. Spielvogel said, "This acquisition, located in one of the nation's
fastest growing population centers, reflects our commitment to build United
Auto in tandem with the best-selling automotive brands." United Auto also owns
four Nissan dealerships in the Southeast, he added.

         Mr. Cogan said, "United Auto will continue to pioneer consolidation in
automotive retailing. Since our October 1996 IPO we've made good progress in
acquiring profitable franchised dealerships in the South, structuring
transactions in the three to five times operating profit range and expanding
market presence."

         Gary Hanna Nissan, founded in 1980, was honored in 1996 with Nissan's
coveted Circle of Excellence Award for sales performance and customer
satisfaction. The dealership also sells previously-owned vehicles and offers a
complete range of services including service and parts, and the placement of
financing and insurance.

         United Auto has pursued a business strategy based on internal growth
from existing dealerships and on strategic acquisitions. The acquisition of
Gary Hanna Nissan is United Auto's second since completing its initial public
offering on

3


         October 28, 1996. The Company expects to complete the previously
announced acquisition of Houston-based Shannon Automotive Ltd., which operates
Crown Dodge and Jeep Eagle Chrysler-Plymouth, by March 1, 1997.

         United Auto operates 38 franchises in Arizona, Arkansas, Connecticut,
Georgia, New Jersey, New York and Tennessee. As an integral part of its
dealership operations, United Auto sells used vehicle and operates eight
stand-alone United Auto Man used car retail centers. United Auto dealerships
market a complete line of aftermarket automotive products and services through
United AutoCare. The Company also owns Atlantic Auto Finance Corporation, a
finance company engaged in the purchase, sale and servicing of prime credit
quality automobile loans.

EX-99.2

1


UNITED AUTO GROUP, INC.                                    PRESS RELEASE



Contact: Carl Spielvogel                    Bob Amen
         Chairman and Chief                 Amen & Associates
         Executive Officer                  212 448-4200
         Robert Nelson
         Chief Financial Officer
         212 223-3300


FOR IMMEDIATE RELEASE

                 UNITED AUTO GROUP ANNOUNCES ACQUISITION OF NINE
                 DEALERSHIPS WITH REVENUES TOTALING $430 MILLION


             Chrysler, Infiniti, Lexus, Nissan and Toyota Franchises
                  To Expand Company's Presence in the South and
                           New York Metropolitan Area



NEW YORK, NEW YORK, February 25, 1997 - United Auto Group, Inc. (NYSE: UAG),
the nation's second largest publicly-traded automotive retailer, has signed a
definitive agreement to acquire 100% of the capital stock of nine automotive
dealerships located in the South and New York metropolitan area which represent
the Chrysler, Infiniti, Lexus, Nissan and Toyota brands.

         The announcement was made today by Carl Spielvogel, Chairman and Chief
Executive Officer of United Auto and Marshall S. Cogan, Chairman of the
Executive Committee of United Auto.

         The dealerships, which had estimated 1996 revenues of approximately
$430.0 million, are owned by John A. Staluppi and John A. Staluppi, Jr. The
aggregate consideration for the acquisition is approximately $53.0 million,
including approximately $25.0 million in cash, promissory notes totaling $25.0
million and approximately $3.0 million in United Auto common stock. The Company
has agreed to make certain additional

2


payments contingent upon the future performance of the dealerships. The Company
has also agreed to, make an additional cash payment to the extent that the
common stock issued in the transaction is valued at less than $3.0 million when
the shares become freely tradable. The transaction is expected to close by May
1, 1997 and is subject to manufacturer approvals as well as other customary
conditions.

         United Auto has pursued a business strategy based on internal growth
from existing dealerships and on strategic acquisitions. The acquisition of the
nine Florida and New York metropolitan area dealerships is United Auto's third
acquisition since completing its initial public offering on October 28, 1996.
The Company expects to complete the previously announced acquisitions of
Houston-based Shannon Automotive Ltd., which operates Crown Dodge and Jeep
Eagle Chrysler-Plymouth, and Las Vegas-based Gary Hanna Nissan Inc. by March 15
and April 30, 1997, respectively.

         The Southern dealerships, located in West Palm Beach, Florida are:
Florida Chrysler-Plymouth Jeep Eagle; Palm Beach Toyota; Palm Infiniti and Palm
Nissan. The New York metropolitan area dealerships, located on Long Island,
are:  Amity Toyota Superstore, Lexus of Massepequa, Westbury Nissan Superstore
and Westbury Toyota. All of the dealerships also sell previously- owned
vehicles and offer a complete range of services including service and parts,
and the placement of financing and insurance.


3


         Mr. Spielvogel said, "The acquisition of these dealerships reflects
our commitment to strong brands as well as our confidence in the growth of the
West Palm Beach and Long Island markets."

         United Auto also owns six Chrysler, two Lexus, five Nissan and four
Toyota dealerships in the urban areas of Arizona, Arkansas, Georgia, and the
New York metropolitan area, including Arkansas-based Landers Auto Sales, one of
the nation's largest dealers of Chrysler products, and Atlanta Toyota, the
nation's fourth largest Toyota dealer.

        Mr. Cogan said, "Acquiring these dealerships reflects our commitment to
complete a transaction of scale during the first half of this year.  We will
employ these assets to generate long-term growth and shareholder value."

        United Auto operates 38 franchises in Arizona, Arkansas, Connecticut,
Georgia, New Jersey, New York and Tennessee. As an integral part of its
dealership operations, United Auto sells used vehicles and operates eight
stand-alone United Auto Mart used vehicle retail centers. United Auto
dealerships market a complete line of aftermarket automotive products and
services through United AutoCare The Company also owns Atlantic Auto Finance
Corporation, a finance company engaged in the purchase, sale and servicing of
prime credit quality automobile loans.