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                       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): March 6, 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)



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ITEM 2. Acquisition or Disposition of Assets.

          On March 6,  1997,  United  Auto  Group,  Inc.  ("UAG"),  through  two
wholly-owned subsidiaries, acquired 100% of the partnership interests in Shannon
Automotive, Ltd. ("Shannon"). Shannon operates two automobile dealerships, Crown
Dodge and Crown Jeep-Eagle  Chrysler-Plymouth,  located in Houston, Texas. Kevin
J. Coffey was the indirect  owner of a  ninety-nine  percent  (99%)  interest in
Shannon,  and  Paul J.  Rhodes  was the  indirect  owner of a one  percent  (1%)
interest in Shannon.

          The aggregate  consideration  for the  acquisition  was  approximately
$14.0  million,  consisting of  approximately  $1.4 million in cash,  UAG common
stock valued at  approximately  $7.0  million and the  repayment of the sellers'
indebtedness   in  the  amount  of  $5.6  million.   The  cash  portion  of  the
consideration  was taken from the proceeds of UAG's initial  public  offering of
common stock.  The amount of  consideration  was arrived at through arm's length
negotiation.

         The acquired automobile dealerships own office equipment and furniture
used in the sales and administrative operations, as well as automobile servicing
equipment used in the service operations. UAG intends to continue such use.


ITEM 7.  Financial Statements and Exhibits.

          (a)  Financial Statements of Businesses Acquired:

               The financial statements required by this Item 7(a) are not being
               filed with this report. The required financial statements will be
               filed by amendment, on or prior to May 20, 1997.

          (b)  Pro Forma Financial Information:

               The pro forma financial information required by this Item 7(b) is
               not being filed with this report. The required pro forma
               financial information will be filed by amendment, on or prior to
               May 20, 1997.

          (c)     Exhibits:

               2.  Agreement and Plan of Merger, dated December 16, 1996, among
                   Crown Jeep Eagle, Inc., Berylson, Inc., Shannon Automotive,
                   Ltd., Kevin J. Coffey, Paul J. Rhodes, UAG, UAG Texas, Inc.
                   and UAG Texas II, Inc. (incorporated by reference to
                   Exhibit 10.11.1 to UAG's Current Report on Form 8-K dated
                   December 24, 1996 (File No. 1-12297)).



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                                   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 21, 1997                        By: /s/ Philip N. Smith, Jr.
                                                ------------------------
                                            Name: Philip N. Smith, Jr.
                                            Title:Vice President, Secretary
                                                  and General Counsel








                                  EXHIBIT INDEX



Exhibit No.                Document
- -----------                --------
2.               Agreement and Plan of Merger, dated December 16, 1996, among
                 Crown Jeep Eagle, Inc., Berylson, Inc., Shannon Automotive,
                 Ltd., Kevin J. Coffey, Paul J. Rhodes, UAG, UAG Texas, Inc.
                 and UAG Texas II, Inc. (incorporated by reference to Exhibit
                 10.11.1 to UAG's Current Report on Form 8-K dated December 24,
                 1996 (File No. 1-12297)).