S-8

As filed with the Securities and Exchange Commission on August 1, 2007

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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, including zip code)

GROUP 1 AUTOMOTIVE, INC. DEFERRED COMPENSATION PLAN
GROUP 1 AUTOMOTIVE, INC. 2007 LONG TERM INCENTIVE PLAN

(Full title of the plans)

Earl J. Hesterberg
President and Chief Executive Officer
950 Echo Lane, Suite 100
Houston, Texas 77024
(Name and address of agent for service)

(713) 647-5700
(Telephone number, including area code, of agent for service)

Copies to:

Douglas E. McWilliams	Darryl M. Burman
Vinson & Elkins L.L.P.	Group 1 Automotive, Inc.
2500 First City Tower, 1001 Fannin	950 Echo Lane, Suite 100
Houston, Texas 77002-6760	Houston, Texas 77024
(713) 758-2222	(713) 647-5700

CALCULATION OF REGISTRATION FEE

Title of each class	Amount	Proposed maximum	Proposed maximum	Amount
of securities	to be	offering price per	aggregate offering	of
to be registered	registered(1)	share(2)	price(2)	registration fee
Common Stock, par value $0.01 per share(3)	1,000,000 shares	$34.87	$34,870,000	$1,071
Deferred Compensation Obligations(4)(5)	$25,000,000	$N/A	$25,000,000	$768

(1)	Under General Instruction E of Form S-8, this registration statement registers an additional 1,000,000 shares of common stock to be issued under the Group 1 Automotive, Inc. 1996 Stock Incentive Plan, which was amended and restated as the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan (the “Incentive Plan”). A registration statement (Registration No. 333-42165) was previously filed with the Securities and Exchange Commission (the “Commission”) on December 12, 1997 covering 2,200,000 shares of common stock to be issued under the Incentive Plan, a registration statement (Registration No. 333-80399) was previously filed with the Commission on June 10, 1999 covering 1,250,000 shares of common stock to be issued under the Incentive Plan, a registration statement (Registration No. 333-75784) was previously filed with the Commission on December 21, 2001 covering 1,500,000 shares of common stock to be issued under the Incentive Plan and a registration statement (Registration No. 115961) was previously filed with the Commission on May 27, 2004 covering 1,000,000 shares of common stock to be issued under the Incentive Plan.
(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average of the high and low prices reported on the New York Stock Exchange on July 30, 2007 ($[34.87] per share).
(3)	Each share of common stock includes Rights under our Rights Agreement, which Rights are attached to and trade with our common stock.
(4)	The Deferred Compensation Obligations represent unsecured obligations of Group 1 Automotive, Inc. to pay deferred compensation in the future in accordance with the provisions of the Group 1 Automotive, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Obligations being registered represent the maximum amount of compensation deferrals which, it is anticipated, may be made by participants in the Deferred Compensation Plan during the approximate 36 month period following the initial offering date under this registration statement.
(5)	The Deferred Compensation Obligations being registered relate to an additional $25,000,000 of Deferred Compensation Obligations. $25,000,000 of Deferred Compensation Obligation were previously registered pursuant to a registration statement (Registration No. 333-115962) filed with the Commission on May 27, 2004 and $10,000,000 of Deferred Compensation Obligations were previously registered pursuant to a registration statement (Registration No. 333-83260) filed with the Commission on February 22, 2002.

PART II

INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

     This registration statement registers an additional 1,000,000 of shares of common stock, par value $.01 per share, of Group 1 Automotive, Inc. (“Group 1”), to be offered under the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan and an additional $25,000,000 of deferred compensation obligations of Group 1 to be offered and sold under the Group 1 Automotive, Inc. Deferred Compensation Plan. The contents of the previous registration statement on Form S-8 filed by Group 1 with the Commission on December 12, 1997 (Registration No. 333-42165), June 10, 1999 (Registration No. 333-80399), December 21, 2001 (Registration No. 333-75784) and May 27, 2004 (Registration No. 333-115961), with respect to the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan, as well as the previous registration statement on Form S-8 filed by Group 1 on February 22, 2002 (Registration No. 333-83260) and May 27, 2004 (Registration No. 333-115962), with respect to the Group 1 Automotive, Inc. Deferred Compensation Plan, (collectively, the “Prior Registration Statements”) are incorporated by reference into this registration statement pursuant to General Instruction E to Form S-8 regarding registration of additional securities.

Item 8. Exhibits.

5.1	Opinion of Vinson & Elkins L.L.P.
10.1	Amended and Restated Group 1 Automotive, Inc. 2007 Long Term Incentive Plan (Incorporated by reference to Exhibit A of the Group 1 Automotive, Inc. Proxy Statement (File No. 001-13461) filed on May 17, 2007).
10.2	Group 1 Automotive, Inc. Deferred Compensation Plan, as amended and restated, effective January 1, 2005 (Incorporated by reference to Exhibit 10.23 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2006).
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature page to this Registration Statement).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 31, 2007.

GROUP 1 AUTOMOTIVE, INC.
By:	/s/ Earl J. Hesterberg
	Earl J. Hesterberg
	President and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Earl J. Hesterberg and John C. Rickel as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and anything appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on July 31, 2007.

Signature	Title
/s/ Earl J. Hesterberg Earl J. Hesterberg	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ John C. Rickel John C. Rickel	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ John L. Adams John L. Adams	Chairman of the Board of Directors
/s/ Louis E. Lataif Louis E. Lataif	Director
/s/ Stephen D. Quinn Stephen D. Quinn	Director
/s/ Beryl Raff Beryl Raff	Director
/s/ J. Terry Strange J. Terry Strange	Director
/s/ Max P. Watson, Jr. Max P. Watson, Jr.	Director

EXHIBIT INDEX

5.1	Opinion of Vinson & Elkins L.L.P.
10.1	Amended and Restated Group 1 Automotive, Inc. 2007 Long Term Incentive Plan (Incorporated by reference to Exhibit A of the Group 1 Automotive, Inc. Proxy Statement (File No. 001-13461) filed on May 17, 2007).
10.2	Group 1 Automotive, Inc. Deferred Compensation Plan, as amended and restated, effective January 1, 2005 (Incorporated by reference to Exhibit 10.23 of Group 1 Automotive, Inc.’s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2006).
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature page to this Registration Statement).

EX-5.1

Exhibit 5.1

August 1, 2007

Group 1 Automotive, Inc.
950 Echo Lane, Suite 100
Houston, Texas 77024

Ladies and Gentlemen:

     We have acted as counsel for Group 1 Automotive, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of (i) up to 1,000,000 shares of Common Stock, par value $.01 per share (the “Shares”), pursuant to the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan (the “Incentive Plan”) and (ii) certain deferred compensation obligations (the “Obligations” and together with the Shares, the “Securities”) of the Company pursuant to the Group 1 Automotive, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan” and collectively with the Incentive Plan, the “Plans”).

     In connection with the foregoing, we have examined or are familiar with the (i) Restated Certificate of Incorporation of the Company, (ii) the Bylaws of the Company, (iii) the corporate proceedings with respect to the issuance of the Securities, (iv) the Registration Statement on Form S-8 (File No. 333-42165) filed on December 12, 1997 covering the registration of 2,200,000 shares of common stock issuable under the Incentive Plan, (v) the Registration Statement on Form S-8 (File No. 333-80399) filed on June 10, 1999 covering the registration of 1,250,000 shares of common stock issuable under the Incentive Plan, (vi) the Registration Statement on Form S-8 (File No. 333-75784) filed on December 21, 2001 covering the registration of 1,500,000 shares of common stock issuable under the Incentive Plan, (vii) the Registration Statement on Form S-8 (File No. 333-83260) filed on February 22, 2002 covering the registration of $10,000,000 of certain deferred compensation obligations under the Deferred Compensation Plan, (viii) the Registration Statement on Form S-8 (File No. 333-115961) filed on May 27, 2004 covering the registration of 1,000,000 shares of common stock issuable under the Incentive Plan, (ix) the Registration Statement on Form S-8 (File No. 333-115962) filed on May 27, 2004 covering the registration of $25,000,000 of certain deferred compensation obligations under the Deferred Compensation Plan, (x) the Registration Statement on Form S-8 filed in connection with the registration of the Securities (the “Registration Statement”), and (xi) such other certificates, instruments and documents as we have considered necessary or appropriate for purposes of this opinion.

Vinson & Elkins LLP Attorneys at Law
Austin Beijing Dallas Dubai Houston Hong Kong London
Moscow New York Shanghai Tokyo Washington First City Tower, 1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel 713.758.2222 Fax 713.758.2346 www.velaw.com

August 1, 2007 Page 2

     Based upon the foregoing, we are of the opinion that (i) the Securities have been duly authorized, (ii) when the Shares are issued in accordance with the provisions of the Incentive Plan, they will be validly issued and fully paid and non-assessable and (iii) the Obligations will be the binding obligations of the Company, except that enforceability of the Obligations may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and by general principles of equity, regardless of whether that enforceability is considered in a proceeding in equity or at law.

     The foregoing opinion is limited in all respects to the Constitution of the State of Delaware and the Delaware General Corporation Law, as interpreted by the courts of the State of Delaware and of the United States. For purposes of this opinion, we assume that the Shares will be issued in compliance with all applicable state securities or Blue Sky laws.

     We express no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign, or to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,


/s/ VINSON & ELKINS L.L.P.
 

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-8) pertaining to the Group 1 Automotive, Inc. Deferred Compensation Plan and the Group 1 Automotive, Inc. 2007 Long Term Incentive Plan of Group 1 Automotive, Inc. and to the incorporation by reference therein of our reports dated February 21, 2007, with respect to the consolidated financial statements of Group 1 Automotive, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2006, Group 1 Automotive, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Group 1 Automotive, Inc., filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas
August 1, 2007