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 4, 2004


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


             Delaware                                76-0506313
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  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 5. OTHER EVENTS

      On June 4, 2004, Group 1 Automotive, Inc., a Delaware corporation,
announced the completion of the acquisition of the Peterson Automotive Group, a
new California platform. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

 (c) Exhibits

         99.1   Press Release of Group 1 Automotive, Inc. dated as of
                June 4, 2004 announcing the acquisition of the Peterson
                Automotive Group.

                                   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.

      June 4, 2004                 By: /s/ Robert T. Ray
   ---------------------               -----------------------------------
          Date                         Robert T. Ray, Senior Vice President,
                                       Chief Financial Officer and Treasurer


                                INDEX TO EXHIBITS



     Exhibit
     Number                       Description
     ------                       -----------

      99.1      Press Release of Group 1 Automotive, Inc. dated as of
                June 4, 2004 announcing the acquisition of the Peterson
                Automotive Group.

EX-99.1

                                                                    EXHIBIT 99.1


                      [GROUP 1 AUTOMOTIVE INC. LETTERHEAD]


NEWS RELEASE

- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
FRIDAY, JUNE 4, 2004

               GROUP 1 AUTOMOTIVE ACQUIRES NEW CALIFORNIA PLATFORM

                      ON TRACK FOR 2004 ACQUISITION TARGET

HOUSTON, JUNE 4, 2004--GROUP 1 AUTOMOTIVE, INC. (NYSE: GPI), a Fortune 500
specialty retailer, today announced that it has completed the acquisition of the
Peterson Automotive Group, which consists of two dealerships in the Sacramento
area and another two in San Diego with total annual revenues of approximately
$320 million.

"This acquisition gives Group 1 outstanding operations in three of the most
desirable markets in California, including our existing Los Angeles platform,
the Miller Automotive Group," said B.B. Hollingsworth Jr., Group 1's chairman,
president and chief executive officer. "We are pleased that Chuck Peterson has
agreed to join Group 1 as president of our new platform. He is highly respected
in the industry, and his 35 years of automotive experience will bring valuable
insight to our company."

The Sacramento-area dealerships, located in Folsom, are comprised of
Toyota/Scion and Kia franchises. The San Diego dealerships consist of Dodge,
Chrysler, Jeep, Kia, Subaru, Hyundai and Isuzu franchises, for a total of nine
franchises under the platform.

Group 1 also announced that it recently acquired Pontiac and GMC franchises to
augment the Maxwell Automotive Group platform in Central Texas. The franchises
will operate from a newly developed dealership in Austin, Texas, and are
expected to generate approximately $55 million in annualized revenues. "This is
a natural addition to one of our outstanding platforms and gives the Maxwell
Group 11 franchises," stated Hollingsworth.

Total consideration paid for completing both transactions was approximately
$51.1 million in cash, net of cash received, and 306,321 shares of Group 1
common stock.

ACQUISITION UPDATE

The company continues to seek strategic acquisition candidates to expand its
geographic and brand diversity with a target of acquiring franchises with $1
billion of expected aggregate annual revenues in 2004. Year to date, Group 1 has
added 16 franchises with annual revenues of approximately $690 million. The
aggregate

                                     -more-

GROUP 1 AUTOMOTIVE, INC.
Add -1-


consideration paid in completing these acquisitions was approximately $94.5
million in cash, net of cash received, and 360,693 shares of Group 1 common
stock.

"We have acquired more than two-thirds of this year's $1 billion target while
maintaining our disciplined approach to acquisitions and focus on returns,"
stated Hollingsworth.

ABOUT GROUP 1 AUTOMOTIVE, INC.

Group 1 currently owns 88 automotive dealerships comprised of 134 franchises, 30
brands, and 31 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


This press release contains "forward-looking statements" within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. These
statements include statements regarding our plans, goals, beliefs or current
expectations, including those plans, goals, beliefs and expectations of our
officers and directors with respect to, among other things:

    o   the completion of future acquisitions

    o   operating cash flows and availability of capital

    o   addition of new brands

    o   dealership operating performance

    o   revenues of acquired dealerships


Any such forward-looking statements are not assurances of future performance and
involve risks and uncertainties. Actual results may differ materially from
anticipated results in the forward-looking statements for a number of reasons,
including:

    o   the future economic environment, including consumer confidence, interest
        rates, the level of manufacturer incentives and the availability of
        consumer credit may affect the demand for new and used vehicles and
        parts and service sales

    o   the effect of adverse international developments such as war, terrorism,
        political conflicts or other hostilities

    o   regulatory environment, adverse legislation, or unexpected litigation

    o   our principal automobile manufacturers, especially Toyota/Lexus, Ford,
        DaimlerChrysler, General Motors and Nissan/Infiniti, may not continue to
        produce or make available to us vehicles that are in high demand by our
        customers

    o   requirements imposed on us by our manufacturers may affect our
        acquisitions and capital expenditures related to our dealership
        facilities

    o   our dealership operations may not perform at expected levels or achieve
        expected improvements

    o   we may not achieve expected future cost savings and our future costs
        could be higher than we expected

    o   available capital resources and various debt agreements may limit our
        ability to complete acquisitions, complete construction of new or
        expanded facilities or repurchase shares

    o   our cost of financing could increase significantly

    o   new accounting standards could materially impact our reported earnings
        per share
                                     -more-

GROUP 1 AUTOMOTIVE, INC.
Add -2-


    o   we may not complete additional acquisitions or the pace of acquisitions
        may change

    o   we may not be able to adjust our cost structure

    o   we may lose key personnel

    o   competition in our industry may impact our operations or our ability to
        complete acquisitions

    o   we may not achieve expected sales volumes from the franchises granted to
        us

    o   insurance costs could increase significantly

    o   we may not obtain inventory of new and used vehicles and parts,
        including imported inventory, at the cost or in the volume we expect


This information and additional factors that could affect our operating results
and performance are described in our Form 10-K, set forth under the headings
"Business-Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." We urge you to carefully consider those
factors.

All forward-looking statements attributable to us are qualified in their
entirety by this cautionary statement.