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): May 19, 2004


                            GROUP 1 AUTOMOTIVE, INC.
             (Exact name of Registrant as specified in its charter)



           Delaware                         1-13461             76-0506313
 (State or other jurisdiction of       (Commission File      (I.R.S. Employer
 incorporation or organization)             Number)         Identification No.)



                            950 Echo Lane, Suite 100
                              Houston, Texas 77024
              (Address of principal executive offices) (Zip code)


                                 (713) 647-5700
              (Registrant's telephone number including area code)



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


     (c) Exhibits

           99.1      Press Release of Group 1 Automotive, Inc. dated as of
                     May 19, 2004 announcing the re-election of three directors.


ITEM 9.  REGULATION FD DISCLOSURE

         On May 19, 2004, Group 1 Automotive, Inc., a Delaware corporation,
announced that at its annual stockholders meeting held today, three directors
were re-elected to serve another three year term. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



                                   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.



                                     Group 1 Automotive, Inc.



May 20, 2004                         By:  /s/ Robert T. Ray
- -----------------------                   -------------------------------------
Date                                      Robert T. Ray,
                                          Senior Vice President,
                                          Chief Financial Officer and Treasurer



                               INDEX TO EXHIBITS



     (c) Exhibits

           99.1      Press Release of Group 1 Automotive, Inc. dated as of
                     May 19, 2004 announcing the re-election of three directors.

EX-99.1

                                                                               .
                                                                               .
                                                                               .

                                                                   Exhibit 99.1

NEWS RELEASE                         [GROUP 1 AUTOMOTIVE INC LOGO APPEARS HERE]

                                   950 Echo Lane, Suite 100 Houston, TX  77024



- ----------------------------------------------------------------------------------------------------------
                                                                         
AT GROUP 1:              Chairman, President and CEO        B.B. Hollingsworth, Jr.         (713) 647-5700
                         SVP, CFO and Treasurer             Robert T. Ray                   (713) 647-5700
                         Manager, Investor Relations        Kim Paper Canning               (713) 647-5700

AT Fleishman-Hillard:    Investors/Media                    Russell A. Johnson              (713) 513-9515
- ----------------------------------------------------------------------------------------------------------


FOR IMMEDIATE RELEASE
WEDNESDAY, MAY 19, 2004


                  GROUP 1 AUTOMOTIVE BOARD MEMBERS RE-ELECTED

              ADAMS, STRANGE AND WATSON TO SERVE THREE-YEAR TERMS


HOUSTON, MAY 19, 2004--GROUP 1 AUTOMOTIVE, INC. (NYSE: GPI), a Fortune 500
specialty retailer, announced that stockholders re-elected three directors to
additional three-year terms at today's annual stockholders' meeting. The
re-election keeps the board at seven members, including five independent
directors.

John L. Adams, 59, has served as a Group 1 director since November 1999. He is
executive vice president of Trinity Industries, Inc., one of North America's
largest manufacturers of transportation, construction and industrial products.
In addition, Adams serves as a director of TXU Electric Dallas Board (Advisory)
and on the board of directors and the audit committee of American Express Bank,
Ltd. He also serves on the board of directors and as chairman of the finance
committee for the Children's Medical Center of Dallas, as southwest region
trustee for the Boys & Girls Clubs of America and on the University of Texas
Chancellor's Council and business school advisory board.

J. Terry Strange, 60, has served as a director since October 2003. In 2002, he
retired from KPMG, LLP, an independent accounting firm, as vice chairman of
KPMG, managing partner of U.S. audit practice and head of KPMG's internal risk
management program. During his 34-year career at KPMG, his work included
interaction with the Financial Accounting Standards Board and the Securities
and Exchange Commission, testifying before both bodies on issues impacting the
auditing profession and SEC registrants. Strange also serves on the boards of
directors and the audit committees of Compass Bancshares, Inc., New Jersey
Resources Corporation and BearingPoint, Inc.

Max P. Watson, Jr., 58, has served as a Group 1 director since May 2001. He
served as president and chief executive officer of BMC Software, Inc., one of
the world's largest software vendors, from April 1990 to January 2001, and as
chairman of the board of BMC from January 1992 to April 2001. Watson also
serves on the board of trustees of Texas Children's Hospital.

"These board members have demonstrated their commitment to Group 1, and their
contributions have been invaluable," said B.B. Hollingsworth Jr., Group 1's
chairman, president and chief executive officer. "We look forward to their
continued guidance as we create the future in automotive retailing."

Also at the meeting, stockholders approved an amendment to the company's 1996
stock incentive plan and ratified the appointment by the audit committee of
Ernst & Young LLP as independent auditors of Group 1 for the year ended Dec.
31, 2004.

ABOUT GROUP 1 AUTOMOTIVE, INC.

Group 1 currently owns 83 automotive dealerships comprised of 123 franchises,
30 brands, and 30 collision service centers located in California, Colorado,
Florida, Georgia, Louisiana, Massachusetts, New Jersey, New Mexico, Oklahoma
and Texas. Through its dealerships and Internet sites, the company sells new
and used cars and light trucks; arranges related financing, vehicle service and
insurance contracts; provides maintenance and repair services; and sells
replacement parts.

    GROUP 1 AUTOMOTIVE CAN BE REACHED ON THE INTERNET AT WWW.GROUP1AUTO.COM