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): August 11, 2003


                            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 Number)  (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 August 11, 2003, Group 1 Automotive, Inc., a Delaware corporation,
announced that it had priced its private offering of senior subordinated notes.
The text of the press release is attached as Exhibit 99.1 hereto and
incorporated herein by this reference.

Item 7.  Financial Statements and Exhibits


     (c) Exhibits

             99.1      Press Release of Group 1 Automotive, Inc. dated as of
                       August 11, 2003.









                                   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.



         August 11, 2003          By: /s/ Scott L. Thompson
- -----------------------------        ------------------------
               Date                 Scott L. Thompson, Executive Vice President,
                                    Chief Financial Officer and Treasurer







                                INDEX TO EXHIBITS





Exhibit No.            Description
- -----------            -----------
       99.1            Press Release of Group 1 Automotive, Inc. dated as of
                       August 11, 2003.

EX-99

                                                                   Exhibit 99.1

Group 1 Automotive, Inc. Prices Private Offering of Senior
Subordinated Notes

    HOUSTON--(BUSINESS WIRE)--Aug. 11, 2003--Group 1 Automotive, Inc.
(NYSE:GPI), today announced that it priced its previously announced
private offering of $150 million of a new issue of senior subordinated
notes due 2013. The notes were issued at 98.337% of par with an 8.25%
coupon, to yield 8.50%, with interest payable on Feb. 15 and Aug. 15
of each year, commencing Feb. 15, 2004.
    Group 1 Automotive intends to use the net proceeds of the offering
for general corporate purposes, including the retirement on or prior
to the initial redemption date of all of its outstanding 10 7/8%
senior subordinated notes due 2009 and potential acquisitions. The
existing 10 7/8% notes are redeemable beginning March 1, 2004, at a
redemption price of 105.438% of the principal amount, plus accrued and
unpaid interest. At June 30, 2003, the principal balance of the 10
7/8% notes was $75 million. Pending such uses, Group 1 intends to
temporarily reduce outstanding floorplan borrowings.
    The senior subordinated notes have not been registered under the
Securities Act of 1933 or applicable state securities laws, and may
not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws. This announcement shall not
constitute an offer to sell or a solicitation of an offer to buy the
senior subordinated notes.

    About Group 1 Automotive, Inc.

    Group 1 currently owns 71 automotive dealerships comprised of 112
franchises, 29 brands, and 25 collision service centers located in
California, Colorado, Florida, Georgia, Louisiana, Massachusetts, 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.
    Statements in this press release contain "forward-looking"
information within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Such
statements involve a number of risks and uncertainties. Those factors
include conditions in the financial markets and customary offering
closing conditions. Please see the company's filings with the
Securities and Exchange Commission for certain other factors that may
affect forward-looking information.

    CONTACT: At Group 1:
             B.B. Hollingsworth, Jr., 713-647-5700
             or
             Scott L. Thompson, 713-647-5700
             or
             Kim Paper, 713-647-5700
             or
             At Fleishman-Hillard:
             Russell A. Johnson, 713-513-9515