EXHIBIT 10.41

January 28, 2004


Hollingsworth 2000 Children's Trust
950 Echo Lane, Suite 100
Houston, TX 77024

Mr. and Mrs. B. B. Hollingsworth, Jr.
3416 Ella Lee Lane
Houston, Texas 77027


Ladies and Gentlemen:

         As you know, on January 23, 2002, Group 1 Automotive, Inc. (the
"Company") entered into a Split Dollar Life Insurance Agreement with Leslie
Hollingsworth and Leigh Hollingsworth Copeland, as Trustees of the Hollingsworth
2000 Children's Trust (the "Arrangement"). When it was entered into, the Company
and the other parties thereto understood the Arrangement to constitute the
Company's legally binding commitment to pay the entire premium in annual
payments (the "Premium Payments") beginning in 2002 through 2008 on the split
dollar life insurance policy referred to in the Arrangement.

         In accordance with the Arrangement, the Company paid the entire
$299,697 premium due on the split dollar life insurance policy for 2002 with a
payment made in January 2002 and a second payment made in April 2002. At this
time, due to the uncertainty surrounding the applicability of Section 402 of the
Sarbanes-Oxley Act of 2002 to split dollar life insurance arrangements,
including ones that were implemented prior to the passage of the Sarbanes-Oxley
Act on July 30, 2002, the Company believes that it is in the best interest of
both the Company and you to continue to defer the Company's obligation to pay
the Premium Payments required under the Arrangement for 2003 and 2004.
Accordingly, with the consent of each of you (as acknowledged below), the
Company's obligation to pay the Premium Payments due in 2003 and 2004 is
deferred until January 2005 or such earlier time as we have mutually determined
that such payments are not prohibited by the Sarbanes-Oxley Act. This letter is
not in any way intended to (i) amend or limit your rights, the rights of the
Trust or the rights of the Company under the Arrangement or (ii) modify the
terms of the Arrangement in any way.

                                         Sincerely yours,

                                         /s/ Michael J. Poppe
                                         --------------------
                                         Michael J. Poppe,
                                         Vice President and Corporate Controller






The foregoing is accepted and agreed to
as of the date first above written:


/s/ B. B. Hollingsworth, Jr.
----------------------------
B. B. Hollingsworth, Jr., Employee


/s/ Starlett W. Hollingsworth
-----------------------------
Starlett W. Hollingsworth


Hollingsworth 2000 Children's Trust

/s/ Leslie Hollingsworth
------------------------
By:  Leslie Hollingsworth, as Trustee

/s/ Leigh Hollingsworth Copeland
--------------------------------
By:  Leigh Hollingsworth Copeland, as Trustee