Filed with the Securities and Exchange Commission on December ___, 1998
                                                                              

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 8-A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                             LITHIA MOTORS, INC.
            (Exact name of registrant as specified in its charter)

        Oregon                                           93-0572810
(State of incorporation)                  (I.R.S. Employer Identification No.)

360 E. Jackson St., Medford, Oregon                                    97501
(Address of principal executive offices)                            (Zip Code)


Securities to be registered Pursuant to Section 12(b) of the Act:

Title of each class to be registered              Name of each exchange on which
                                                  each class is to be registered

Class A Common Stock, No Par Value                New York Stock Exchange

If this Form relates to the registration of a class of securities  pursuant to
Section  12(b)  of the  Exchange  Act and is  effective  pursuant  to  General
Instruction A.(c), check the following box: |X|

If this Form relates to the registration of a class of securities  pursuant to
Section  12(g)  of the  Exchange  Act and is  effective  pursuant  to  General
instruction A.(d), check the following box: |_|

Securities Act registration  statement file number to which this form relates:
Not Applicable

Securities to be registered pursuant to 12(g) of the Act:

                                      NONE              
                                        (Title of Class)



             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.     Description of Registrant's Securities to be Registered

      Reference  is made to the  description  of the  Registrant's  Securities
contained in the Company's  registration statement on Form S-1, as amended and
filed  with the  Commission  on May 1, 1998  (File No.  333-47525),  under the
caption  "Description  of Capital Stock" and by this reference is incorporated
herein.

Item 2.     Exhibits.

      The  securities  being  registered  are to be registered on the New York
Stock   Exchange  on  which  no  other   securities  of  the   Registrant  are
registered.  In accordance  with  Instruction  II to the Exhibits to Form 8-A,
the  following  exhibits  are being filed with the  Exchange and are not being
filed with,  or  incorporated  by reference  in,  copies of this  registration
statement filed with the Securities and Exchange Commission:

1.0   The  Company's  Annual  Report on form 10-K for the fiscal  year  ending
      December 31, 1997 and filed with the  Commission on March 31, 1998 (File
      No. 000-21789) and by this reference incorporated herein;

2.1   The Company's  Quarterly  Reports on form 10-Q for the quarterly periods
      ending March 31, 1998,  filed May 14, 1998; June 30, 1998,  filed August
      13, 1998;  and September 30, 1998,  filed November 12, 1998, and by this
      reference incorporated herein;

2.2   The Company's  reports on Form 8-K, filed with the Commission on January
      30,  1998,  October  28,  1998,  and  November  12,  1998,  and by  this
      reference incorporated herein;

3.0   The  Company's   Definitive   Information   Statement   filed  with  the
      Commission on April 13, 1998, and by this reference incorporated herein;

4.1   Restated Articles of Incorporation of Lithia Motors, Inc.
      Incorporated  by reference to Exhibit 3.1 to the Company's  Registration
      Statement  on Form S-1, as amended,  and filed with the  Securities  and
      Exchange Commission on May1, 1998 (File No. 333-47525).

4.2   Bylaws of Lithia Motors, Inc.
      Incorporated  by reference to Exhibit 3.2 to the Company's  Registration
      Statement  on Form S-1, as amended,  and filed with the  Securities  and
      Exchange Commission on May1, 1998 (File No. 333-47525).

5.0   Specimen Stock Certificate
      Incorporated  by reference to Exhibit 4.1 to the Company's  Registration
      Statement  on Form S-1, as amended,  and filed with the  Securities  and
      Exchange Commission on May1, 1998 (File No. 333-47525).

6.0   1997Annual Report to Shareholders.



                                      II-1


                                  SIGNATURES

      Pursuant to the  requirements of Section 12 of the Exchange Act of 1934,
the  Registrant  has duly caused this  Registration  Statement to be signed on
its  behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Medford, State of Oregon, on the 11th day of December, 1998.

                              LITHIA MOTORS, INC.
                              (Registrant)

                              By /s/ M. L. Dick Heimann
                              M.L. Dick Heimann
                              President and Chief Operating Officer





                               EXHIBIT INDEX


1.0   The  Company's  Annual  Report on form 10-K for the fiscal  year  ending
      December 31, 1997 and filed with the  Commission on March 31, 1998 (File
      No. 000-21789) and by this reference incorporated herein;

2.1   The Company's  Quarterly  Reports on form 10-Q for the quarterly periods
      ending March 31, 1998,  filed May 14, 1998; June 30, 1998,  filed August
      13, 1998;  and September 30, 1998,  filed November 12, 1998, and by this
      reference incorporated herein;

2.2   The Company's  reports on Form 8-K, filed with the Commission on January
      30,  1998,  October  28,  1998,  and  November  12,  1998,  and by  this
      reference incorporated herein;

3.0   The  Company's   Definitive   Information   Statement   filed  with  the
      Commission on April 13, 1998, and by this reference incorporated herein;

4.1   Restated Articles of Incorporation of Lithia Motors, Inc.
      Incorporated  by reference to Exhibit 3.1 to the Company's  Registration
      Statement  on Form S-1, as amended,  and filed with the  Securities  and
      Exchange Commission on May1, 1998 (File No. 333-47525).

4.2   Bylaws of Lithia Motors, Inc.
      Incorporated  by reference to Exhibit 3.2 to the Company's  Registration
      Statement  on Form S-1, as amended,  and filed with the  Securities  and
      Exchange Commission on May1, 1998 (File No. 333-47525).

5.0   Specimen Stock Certificate
      Incorporated  by reference to Exhibit 4.1 to the Company's  Registration
      Statement  on Form S-1, as amended,  and filed with the  Securities  and
      Exchange Commission on May1, 1998 (File No. 333-47525).

6.0   1997Annual Report to Shareholders.