EXHIBIT 3.1

                           CERTIFICATE OF AMENDMENT OF
                      RESTATED CERTIFICATE OF INCORPORATION
                           OF UNITED AUTO GROUP, INC.
                                      *****

      United Auto Group, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

      FIRST: That at a meeting of the Board of Directors of United Auto Group,
Inc., resolutions were duly adopted setting the following proposed amendment to
the Restated Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof:

   1. Article V, Election of Directors, of the Restated Certificate of
      Incorporation of United Auto Group, Inc. is hereby amended and restated in
      its entirety as follows:

      "Except as otherwise provided by law, the number of directors which shall
constitute the Board shall be as set forth in the Bylaws of the Corporation.
Elections of directors need not be by written ballot. At each annual meeting of
stockholders of the Corporation, the directors elected at such meeting shall
serve for a one-year term expiring at the next annual meeting of stockholders or
until their earlier death, resignation or removal.

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a meeting of the stockholders of said corporation was duly called and held, upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute and the Certificate of Incorporation were voted in favor of the
amendment.

      THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      IN WITNESS WHEREOF, United Auto Group, Inc. has caused this certificate to
be signed this 21st day of May 2004.

/s/ Shane M. Spradlin
---------------------------
By:  Shane M. Spradlin
Its: Secretary