POWER OF ATTORNEY

Know all by these present, that the undersigned
hereby constitutes and appoints each of Robert H. Kurnick, Jr. and Shane M.
Spradlin, signing singly, the undersigned's true and lawful
attorney-in-fact to:

1.  Execute for and on behalf of the undersigned
in the undersigned's capacity as an officer and/or director of United Auto
Group, Inc. (the "Company'), Forms 3,4, and 5 in accordance with Section
16(a)of the Securities Exchange Act of 1934 and the rules thereunder;


2.  Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form
3, 4, or 5 and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority;  and


3.  Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.


The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.

This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to
file Forms 3,4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 31st day of January 2005.


/s/ Samuel X. DiFeo