8-K

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                                 UNITED STATES
                       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): December 21, 1998



                            GROUP 1 AUTOMOTIVE, INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                      1-13461                 76-0506313
 (State of Incorporation)     (Commission File Number)      (I.R.S. Employer
                                                         Identification Number)


              950 ECHO LANE, SUITE 350
                   HOUSTON, TEXAS                              77024
      (Address of principal executive offices)               (Zip Code)

                  
                                 
       Registrant's telephone number, including area code: (713) 467-6268


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ITEM 5.  OTHER EVENTS

           On December 21, 1998, Group 1 Automotive, Inc., a Delaware
corporation (the "Company"), announced the execution of a definitive agreement
for the sale/leaseback of nine dealership properties with Capital Automotive
REIT for approximately $32 million in cash. On December 30, 1998, the Company
closed the sale of six of these properties to Capital Automotive REIT for $20
million in cash. The closing of the remaining properties is subject to 
customary closing conditions, including approval of various manufacturers and 
completion of due diligence.

           On December 21, 1998, the Company issued a press release relating to
the sale/leaseback transaction. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.


ITEM 7.              FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.          Description of Exhibit
- -----------          ----------------------
   99.1              Press Release of Group 1 Automotive, Inc. dated December
                     21, 1998 reporting on the sale/leaseback transaction.



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                                   SIGNATURE

           Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

Dated:  January 25, 1999

                                          GROUP 1 AUTOMOTIVE, INC.


                                          By:  /s/ Scott L. Thompson
                                             ----------------------------
                                             Name: Scott L. Thompson
                                            Title: Senior Vice President - 
                                                   Chief Financial Officer and
                                                   Treasurer


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                                 EXHIBIT INDEX



Exhibit No.          Description of Exhibit
- -----------          ----------------------
   99.1              Press Release of Group 1 Automotive, Inc. dated December
                     21, 1998 reporting on the sale/leaseback transaction.

EX-99.1

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                                  EXHIBIT 99.1

GROUP 1 AUTOMOTIVE ARRANGES SALE/LEASEBACK OF NINE PROPERTIES

WILL CONVERT APPROXIMATELY $32 MILLION IN REAL ESTATE ASSETS

HOUSTON, Dec. 21/PRNewswire/ -- Group 1 Automotive, Inc. (NYSE: GPI - news), a
leading operator and consolidator in the automotive retailing industry, today
announced that it has signed a definitive agreement for a sale/leaseback of
nine dealership properties with Capital Automotive REIT (Nasdaq: CARS - news)
for approximately $32 million in cash.

The assets include dealership properties in Texas and Colorado. The parcels are
exceptional retail properties located on major thoroughfares in metropolitan
areas. The initial lease term for the properties is 30 years, with termination
options after years 15, 20 and 25. Group 1 expects to use the proceeds to pay
off $9.3 million in long-term debt and fund future acquisitions.

"This transaction is a good opportunity for Group 1," stated B.B. Hollingsworth
Jr., chairman, president and chief executive officer of Group 1. "Long-term
lease rates are attractive and by monetizing these assets, we can use our
capital more efficiently to grow our business. We are pleased to partner with
Capital Automotive, who have proven to offer an attractive financing
alternative for the automotive retailing community."

Hollingsworth continued, "This transaction, combined with the recent increase
in our revolving credit facility to $425 million is expected to provide
resources to support our disciplined acquisition strategy."

Thomas D. Eckert, president and chief executive officer of Capital Automotive,
stated, "This transaction with Group 1 reinforces our continuous effort to
partner with the highest quality dealer groups in the country. Since going
public last year, Group 1 has distinguished itself among the leading dealer
groups and has demonstrated its commitment to high-quality growth."

Capital Automotive REIT, headquartered in McLean Va., is the first
self-administered, self-managed real estate investment trust formed to acquire
the real property and improvements used by operators of multi-site,
multi-franchised motor vehicle dealerships and motor vehicle related
businesses. Capital Automotive owns the property used by 23 dealership groups,
11 of which are in the top 100 dealer groups in the country, according to
Automotive News.

Group 1 was founded to become a leading operator and consolidator in the highly
fragmented automotive retailing industry. Group 1 owns 57 dealership franchises
comprised of 22 different brands, and 12 collision service centers located in
Texas, Oklahoma, New Mexico, Colorado, Florida and Georgia. Through its
dealerships the company sells new and used cars and light trucks, provides
maintenance and repair services, sells replacement parts and arranges related
financing, insurance and vehicle service contracts.



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This press release contains certain forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
which involve known and unknown risks, uncertainties or other factors not under
the company's control which may cause the actual results, performance or
achievements of the company to be materially different from the results,
performance or other expectations implied by these forward-looking statements.
Some of these risks and factors include, but are not limited to those disclosed
in the company's filings with the Securities and Exchange Commission.

Group 1 Automotive, Inc. can be reached on the Internet at www.group1auto.com.