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): June 27, 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 June 27, 1997, United Auto Group, Inc. issued a press release
announcing a proposed offering of $150.0 million aggregate principal amount of
Senior Subordinated Notes due 2007 in a transaction under Rule 144A of the
Securities Act of 1933, as amended. This current report on Form 8-K is being
filed for the sole purpose of filing the press release, attached hereto as
exhibit 99.1



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 proposed offering of $150.0
                           million aggregate principal amount of Senior
                           Subordinated Notes due 2007 in a transaction under
                           Rule 144A of the Securities Act of 1933, as amended,
                           issued June 27, 1997.








                                  EXHIBIT INDEX



Exhibit No.              Document
- -----------              -------- 
99.1                   Press Release relating to proposed offering of $150.0
                       million aggregate principal amount of Senior
                       Subordinated Notes due 2007 in a transaction under
                       Rule 144A of the Securities Act of 1933, as amended, 
                       issued June 27, 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: July 8, 1997                           By: /s/ Philip N. Smith,
                                                     --------------------
                                                     Philip N. Smith, Jr.
                                                     Vice President, Secretary
                                                     and General Counsel

EX-99.1

FOR IMMEDIATE RELEASE


                  UNITED AUTO GROUP TO OFFER $150.0 MILLION OF
                SENIOR SUBORDINATED NOTES IN THE RULE 144A MARKET


         NEW YORK, NEW YORK, June 27, 1997 - United Auto Group, Inc. (NYSE:
UAG), the nation's second largest publicly-traded automotive retailer, announced
today that it plans to offer $150.0 million aggregate principal amount of Senior
Subordinated Notes due 2007 (the "Notes") in a transaction (the "Offering")
under Rule 144A of the Securities Act of 1933, as amended (the "Securities
Act").

         The net proceeds from the sale of the Notes are estimated to be
approximately $143.0 million after deducting the initial purchasers' discount
and estimated expenses related to the Offering. United Auto plans to use $50.0
million of such net proceeds to repay the $50.0 million of outstanding
borrowings under its credit facility. The balance of such net proceeds will be
deposited with the Company's floor plan lenders, such deposits to be available
for working capital and other general corporate purposes, including acquisitions
of dealerships.

         The Notes will not be registered under the Securities Act and may not
be offered or sold in the United States absent registration thereunder or an
applicable exemption from the registration requirements thereof. Consummation of
the Offering is subject to conditions, several of which are beyond United Auto's
control, and there can be no assurance that such transaction will be
consummated.

         This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities offered by United Auto in the
Offering.

                                      # # #