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): September 25, 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.
     of incorporation                                            Employer       
                                                            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 September 25, 1997, United Auto Group, Inc. (the "Company") reached
an agreement to acquire Young Automotive Group (the "Young Group"). The Young
Group operates 18 automobile franchises at seven locations in the Carolinas,
Florida, Illinois and Indiana. The aggregate consideration for the acquisition
is approximately $75.0 million, consisting of approximately $50.0 million in
cash and $25.0 million of the Company's common stock.

         For more information, please see the Company's press release filed as
an exhibit hereto, which is 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 Young
                        Automotive Group, issued September 26, 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: November 6, 1997                     By:   /s/ James R. Davidson
                                               --------------------------
                                               James R. Davidson
                                               Senior Vice President - Finance
                                               and Treasurer








                                  EXHIBIT INDEX



Exhibit No.              Document

99.1                    Press Release relating to acquisition of Young 
                        Automotive Group, issued September 26, 1997.

EX-99

UNITED AUTO GROUP, INC.                                         PRESS RELEASE

  Contact:  Karl Winters                   Al Bellenchia
            Chief Financial Officer        Edelman Financial
            212-223-3300                   212-704-8255

FOR IMMEDIATE-RELEASE

                UNITED AUTO GROUP ANNOUNCES ACQUISITION OF YOUNG

              AUTOMOTIVE GROUP WITH REVENUES TOTALING $450 MILLION



                           ---------------------------

          Company Expands Presence in the Carolinas and Florida; Enters
                              Indiana and Illinois

                          ----------------------------

         NEW YORK, NEW YORK, September 26, 1997 - United Auto Group, Inc. (NYSE:
UAG), the nation's second largest publicly-traded automobile retailer, has
reached a definitive agreement to acquire 100% of the capital stock of Young
Automotive Group, which operates 18 franchises at seven locations in the
Carolinas, Florida, Illinois and Indiana, representing the BMW, General Motors,
Honda, Isuzu, and Toyota brands. The Young Automotive dealerships also sell
previously-owned vehicles and offer a complete range of services including
service and parts, and the placement of financing and insurance.

         The purchase price for the acquisition, which is expected to bring the
number of franchises that the Company will own to 90, consists of $50.0 million
in cash and $25.0 million in stock at closing, which is expected by November 30,
1997 and is subject to manufacturer approvals as well as other customary
conditions.






         Marshall S. Cogan, Chairman and Chief Executive Officer, said, "Our
constant, conservative goal is to be the most profitable auto retail chain. With
the acquisition of Young Automotive, our business model, which balances new car
sales, used car sales and higher margined service, finance, insurance and
warranty programs, has brought us to a $3.4 billion run rate."

         Mr. Cogan noted that Young Automotive includes the Company's first
dealerships in the Mid-West, including Indianapolis-based Dan Young Chevrolet
Inc., the area's leading Chevrolet retailer. Dan Young Chevrolet was recognized
as a Top Volume Chevrolet Dealer in 1996 and ranked 15 among the nation's Top 50
Chevrolet dealers for the first half of 1997.

         Mr. Cogan said, "Young Automotive's reputation for building its service
business reinforces our commitment to growth through the acquisition of
customer-oriented dealerships. The transaction also reflects our interest in
broadening our geographic coverage into markets with attractive brand-specific
demographics."

         Young Automotive is managed by Messrs.  Dan, Alan and William Young 
and Mr. Andy Anderson.  The management team will continue their executive
roles with United Auto.

         Mr. Dan Young, Chairman, said "Young Automotive is proud to be 
joining United Auto.  The Company's customer-oriented approach fits well
with our past success."

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         The Young Automotive dealerships include Parkway Chevrolet in Ashville,
North Carolina; Paramount Chevrolet-Oldsmobile-Cadillac in Goldsboro, North
Carolina; and Heritage Motor Co. Pontiac-Buick, BMW, GMC Truck in Hilton Head,
South Carolina. In addition to Dan Young Chevrolet, the Indiana-based
dealerships include Dan Young Honda-Isuzu in Indianapolis, Indiana; and Dan
Young Chevrolet-Pontiac-Oldsmobile-Buick-GMC in Tipton, Indiana.

         The other dealerships in the transaction are: Kissimmee Toyota in
Kissimmee, Florida and Century Chevrolet in Bloomington, Illinois.

         United Auto, which has pursued a strategy based on internal growth from
its existing dealerships and from strategic acquisitions, operates franchises in
Arizona, Arkansas, Connecticut, Florida, Georgia, New Jersey, North Carolina,
Nevada, New York, South Carolina, Tennessee and Texas. United Auto dealerships
sell new and used vehicles and 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 primarily prime credit quality automobile loans.

         On July 31, 1997 the Company announced that it had signed definitive
agreements to acquire 100% of the capital stock of two dealership groups, San
Angelo, Texas-based, Lynn Alexander, Inc., with six franchises, and the
Philadelphia metropolitan-based, Classic Auto Group, with nine franchises.


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