S-3/A

   1


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1999


                                                      REGISTRATION NO. 333-83407

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ---------------------------


                                AMENDMENT NO. 1



                                       TO


                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          ---------------------------

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

                                                    
                       DELAWARE                                              76-0506313
   (State or other jurisdiction of incorporation or             (I.R.S. Employer Identification No.)
                    organization)



  SEE "TABLE OF ADDITIONAL REGISTRANTS" ON THE FOLLOWING PAGE FOR INFORMATION
  RELATING TO THE SUBSIDIARIES OF GROUP 1 AUTOMOTIVE, INC. THAT MAY GUARANTEE
           PAYMENTS OWED ON THE DEBT SECURITIES REGISTERED HEREUNDER.

                                                          
                  950 ECHO LANE, SUITE 350                                     B.B. HOLLINGSWORTH, JR.
                    HOUSTON, TEXAS 77024                           CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       (713) 467-6268                                               (713) 467-6268
    (Address, including zip code, and telephone number,           (Name, address, including zip code, and telephone
  including area code, of registrant's principal executive        number, including area code, of agent for service)
                          offices)



                                    Copy to:

                                 JOHN S. WATSON
                             VINSON & ELKINS L.L.P.
                             2300 FIRST CITY TOWER
                           HOUSTON, TEXAS 77002-6760
                                 (713) 758-2222
                              (713) 758-2346 (FAX)

                          ---------------------------

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the registration statement becomes effective.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

     THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

     PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT CONTAINS A COMBINED PROSPECTUS THAT ALSO RELATES TO $250,000,000 OF
SECURITIES REGISTERED ON FORM S-3, REGISTRATION NO. 333-69693, WHICH WAS
DECLARED EFFECTIVE ON JANUARY 29, 1999 (THE "PREVIOUSLY REGISTERED SECURITIES").
THIS REGISTRATION STATEMENT CONSTITUTES POST EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 333-69693 PURSUANT TO WHICH THE TOTAL AMOUNT OF
UNSOLD PREVIOUSLY REGISTERED SECURITIES MAY BE OFFERED AND SOLD AS SECURITIES
THROUGH THE USE OF THE COMBINED PROSPECTUS INCLUDED HEREIN. IN THE EVENT ANY
PREVIOUSLY REGISTERED SECURITIES ARE OFFERED AND SOLD PRIOR TO THE EFFECTIVE
DATE OF THIS REGISTRATION STATEMENT, THE PREVIOUSLY REGISTERED SECURITIES SO
SOLD WILL NOT BE INCLUDED IN ANY PROSPECTUS HEREUNDER.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   2

                        TABLE OF ADDITIONAL REGISTRANTS

                    UNDER REGISTRATION STATEMENT ON FORM S-3

     The following subsidiaries of Group 1 Automotive, Inc. are co-registrants
under this registration statement for the purpose of providing guarantees, if
any, of payments on debt securities registered hereunder:



                 SUBSIDIARY                        STATE OF ORGANIZATION       IRS EMPLOYER ID NO.
                 ----------                        ---------------------       -------------------
                                                                         
Southwest Toyota, Inc.                         Texas                           76-0173063
SMC Luxury Cars, Inc.                          Texas                           76-0270456
McCall Automotive Group, Inc.                  Delaware                        76-0603176
Courtesy Nissan, Inc.                          Texas                           75-1905979
Group 1 Ford, Inc.                             Texas                           74-2861544
McKinney Dodge, Inc.                           Texas                           75-2763925
Smith Automotive Group, Inc.                   Texas                           76-0568340
Mike Smith Automotive-H, Inc.                  Texas                           76-0603178
Mike Smith Automotive-N, Inc.                  Texas                           76-0566784
Mike Smith Autoplaza, Inc.                     Texas                           76-0202396
Mike Smith Autoplex, Inc.                      Texas                           76-0561393
Mike Smith Autoplex Buick, Inc.                Texas                           76-0566787
Mike Smith Autoplex Dodge, Inc.                Texas                           76-0566783
Mike Smith Autoplex-German Imports, Inc.       Texas                           76-0566786
Mike Smith Autoplex-V, Inc.                    Texas                           76-0566788
Mike Smith L/M, Inc.                           Delaware                        76-0603180
Mike Smith GM, Inc.                            Delaware                        76-0603181
Round Rock Nissan, Inc.                        Texas                           76-0513858
Smith, Liu & Corbin, Inc.                      Texas                           76-0173063
Smith, Liu & Kutz, Inc.                        Texas                           76-0140051
Town North Imports, Inc.                       Texas                           74-2551405
Town North Nissan, Inc.                        Texas                           74-2360462
Town North Suzuki, Inc.                        Texas                           74-2443143
Bob Howard Automotive-A, Inc.                  Oklahoma                        Applied For
Bob Howard Automotive-H, Inc.                  Oklahoma                        73-1443717
Bob Howard Chevrolet, Inc.                     Oklahoma                        73-1329605
Bob Howard Dodge, Inc.                         Oklahoma                        73-1494123
Bob Howard Motors, Inc.                        Oklahoma                        73-1370828
Bob Howard Nissan, Inc.                        Oklahoma                        73-1524179
Howard Automotive Group, Inc.                  Oklahoma                        73-1540344
Howard Pontiac-GMC, Inc.                       Oklahoma                        73-1022200
Foyt Motors, Inc.                              Texas                           76-0237540
Kingwood Motors-H, Inc.                        Texas                           76-0603183
Koons Ford, Inc.                               Florida                         59-1914202
Courtesy Ford, Inc.                            Florida                         76-0558145
Perimeter Ford, Inc.                           Delaware                        76-0558147
Flamingo Ford, Inc.                            Florida                         59-3501408
World Automotive Group, Inc.                   Florida                         65-0817420
Prestige Chrysler Plymouth Northwest, Ltd.     Texas (limited partnership)     74-2679593
MMK Interests, Inc.                            Texas                           74-2679591
Prestige Chrysler Plymouth South, Ltd.         Texas (limited partnership)     74-2690980
Maxwell Chrysler Plymouth Dodge Jeep Eagle,
  Ltd.                                         Texas (limited partnership)     74-2690982
Highland Autoplex, Inc.                        Texas                           74-2873513
Prestige Maxwell, Inc.                         Delaware                        51-0379880
Maxwell Ford, Ltd.                             Texas (limited partnership)     74-2884783
Maxwell Holdings, Inc.                         Delaware                        51-0382407
Casa Chevrolet Inc.                            New Mexico                      85-0450426
Casa Chrysler Plymouth Jeep Inc.               New Mexico                      85-0450428
Johns Automotive Group, Inc.                   New Mexico                      76-0603184
Luby Chevrolet Co.                             Delaware                        84-0459450
Lubbock Motors-F, Ltd.                         Texas (limited partnership)     75-2804514
Lubbock Motors-T, Ltd.                         Texas (limited partnership)     75-2804659
Lubbock Automotive-M, Inc.                     Delaware                        Applied For

   3
                        TABLE OF ADDITIONAL REGISTRANTS

                    UNDER REGISTRATION STATEMENT ON FORM S-3



                 SUBSIDIARY                        STATE OF ORGANIZATION       IRS EMPLOYER ID NO.
                 ----------                        ---------------------       -------------------
                                                                         
Rockwall Automotive-F, Ltd.                    Texas (limited partnership)     75-2804507
Amarillo Motors-C, Ltd.                        Texas (limited partnership)     75-2804523
Amarillo Motors-J, Ltd.                        Texas (limited partnership)     75-2804517
Amarillo Motors-F, Ltd.                        Texas (limited partnership)     75-2804528
Lubbock Motors, Inc.                           Texas                           75-2822208
Kutz Auto Group, Inc.                          Texas                           75-2824259
Chaperral Dodge, Ltd.                          Texas (limited partnership)     Applied For
Colonial Chrysler-Plymouth, Ltd.               Texas (limited partnership)     Applied For
Group 1 Holdings-T, Inc.                       Delaware                        Applied For
Group 1 Holdings-GM, Inc.                      Delaware                        Applied For
Delaware Acquisition-CC, L.L.C.                Delaware                        Applied For
Delaware Acquisition-GM, L.L.C.                Delaware                        51-0390053
Delaware Acquisition-T, L.L.C.                 Delaware                        Applied For
Delaware Acquisition-F, L.L.C.                 Delaware                        Applied For
Bob Howard Automotive-East, Inc.               Oklahoma                        73-1511394
GPI Atlanta, Inc.                              Delaware                        58-2436391
Mike Smith Motors, Inc.                        Texas                           76-0586392
Mike Smith Imports, Inc.                       Texas                           76-0586800
Sunshine Buick Pontiac GMC Truck, Inc.         New Mexico                      85-0457224
Group 1 Realty, Inc.                           Delaware                        Applied For
Bob Howard Automotive-J, Inc.                  Oklahoma                        Applied For
Bob Howard German Imports, Inc.                Oklahoma                        Applied For
Bob Howard Automotive-V, Inc.                  Oklahoma                        Applied For
Group 1 Holdings, Inc.                         Delaware                        Applied For
Group 1 Holdings-N, Inc.                       Delaware                        Applied For

   4


PROSPECTUS


Group 1 Automotive, Inc.
950 Echo Lane, Suite 350
Houston, Texas 77024
(713) 467-6268

                                DEBT SECURITIES
                                PREFERRED STOCK
                                  COMMON STOCK

                             ---------------------

    We may offer and sell the securities listed above with an aggregate offering
price up to $86 million in connection with this prospectus. In addition, the
stockholders of our company named in this prospectus may sell from time to time
up to 883,116 shares of common stock in connection with this prospectus. We will
provide specific terms of these offerings and securities in supplements to this
prospectus, including whether the debt securities are guaranteed by all of our
subsidiaries.

     YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT TO THIS PROSPECTUS
CAREFULLY BEFORE YOU INVEST.

                             ---------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                             ---------------------


This prospectus is dated July 28, 1999.

   5

                               TABLE OF CONTENTS




                                                              PAGE
                                                              ----
                                                           
About This Prospectus.......................................    2
Where You Can Find More Information.........................    2
Cautionary Statement About Forward-Looking Statements.......    3
Disclaimer..................................................    4
The Company.................................................    4
Use of Proceeds.............................................    4
Ratios of Earnings to Fixed Charges and Earnings to Fixed
  Charges plus Dividends....................................    4
Description of Debt Securities..............................    5
Description of Capital Stock................................   10
Depositary Shares...........................................   14
Selling Stockholders........................................   16
Plan of Distribution........................................   17
Legal Matters...............................................   19
Experts.....................................................   19



                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $86 million and the selling stockholders may collectively sell
up to 883,116 shares of common stock in one or more offerings. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities we will provide a prospectus supplement that will
contain specific information about the terms of the offering and the securities.
The prospectus supplement may also add, update or change information contained
in this prospectus. Any statement that we make in this prospectus will be
modified or superseded by any inconsistent statement made by us in a prospectus
supplement. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information."

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information
on the operation of the SEC's public reference room in Washington, D.C. by
calling the SEC at 1-800-SEC-0330.

     Our common stock is listed on the New York Stock Exchange under the symbol
"GPI." Our reports, proxy statements and other information may be read and
copied at the New York Stock Exchange at 30 Broad Street, New York, New York
10005.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the

                                        2
   6

documents listed below and any further filings made with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act until we sell all of
the securities or we terminate this offering:

     - Our Annual Report on Form 10-K for the year ended December 31, 1998;

     - Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;


     - Our Current Reports on Form 8-K, filed January 25, 1999, January 26,
       1999, February 5, 1999, February 24, 1999, March 5, 1999, April 6, 1999,
       April 28, 1999, May 25, 1999 and July 27, 1999; and


     - The description of the common stock contained in our Form 8-A dated
       October 7, 1997.

     You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
     Scott L. Thompson
     Senior Vice President -- Chief Financial Officer & Treasurer
     Group 1 Automotive, Inc.
     950 Echo Lane, Suite 350
     Houston, Texas 77024
     (713) 467-6268

     You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.

             CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

     This prospectus contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act. These statements appear in a number of
places in this prospectus and include statements regarding our plans, beliefs or
current expectations, including those plans, beliefs and expectations of our
officers and directors with respect to, among other things:

     - future acquisitions;

     - expected future cost savings;

     - future capital expenditures;

     - trends affecting our future financial condition or results of operations;
       and

     - our business strategy regarding future operations.

     Any such forward-looking statements are not assurances of future
performance and involve risks and uncertainties. Actual results may differ
materially from anticipated results for a number of reasons, including:

     - industry conditions;

     - future demand for new and used vehicles;

     - restrictions imposed on us by automobile manufacturers;

     - the ability to obtain the consents of automobile manufacturers to our
       acquisitions;

     - the availability of capital resources; and

     - the willingness of acquisition candidates to accept our common stock as
       currency.

     The information contained in our annual report for the year ended December
31, 1998 on Form 10-K identifies additional factors that could affect our
operating results and performance. We urge you to carefully consider those
factors.

     All forward-looking statements attributable to us are expressly qualified
in their entirety by this cautionary statement.

                                        3
   7

                                   DISCLAIMER

     None of our automobile manufacturers has been involved, directly or
indirectly, in the preparation of this prospectus or in any offering made
hereby. No manufacturer has made any statements or representations in connection
with the offering or has provided any information or materials that were used in
connection with the offering, and no manufacturer has any responsibility for the
accuracy or completeness of this prospectus.

                                  THE COMPANY

     We are a leading operator and consolidator in the highly fragmented
automotive retailing industry. We currently operate 76 automobile dealership
franchises representing 25 different brands of automobiles and 15 collision
service centers located in Texas, Oklahoma, Florida, New Mexico, Georgia and
Colorado. Through our dealerships, we sell new and used cars and light trucks,
provide maintenance and repair services, sell replacement parts and arrange
related financing, vehicle service and insurance contracts.

     We were incorporated in Delaware in December 1995. We began operating
automobile dealerships in November 1997 when we acquired our four "founding
groups" in four separate simultaneous transactions. Our founding groups owned 30
dealership franchises.

     Our corporate headquarters is located in Houston, Texas at 950 Echo Lane,
Suite 350, Houston, Texas 77024 (telephone: (713) 467-6268).

                                USE OF PROCEEDS

     Unless otherwise provided in a prospectus supplement, we will use the net
proceeds from the sale of the securities offered by this prospectus and any
prospectus supplement for our general corporate purposes, which may include
repayment of indebtedness, the acquisition of additional automobile dealerships,
additions to our working capital, and capital expenditures.

     We will not receive any proceeds from the sale of common stock by the
selling stockholders.

                    RATIOS OF EARNINGS TO FIXED CHARGES AND
                    EARNINGS TO FIXED CHARGES PLUS DIVIDENDS

     The following table contains our consolidated ratios of earnings to fixed
charges and earnings to fixed charges plus dividends for the periods indicated.
Since we did not commence dealership operations until November 1997, only the
financial information for periods after October 1997 reflects our combined
dealership operations. The financial information for periods prior to November
1997 are the results of the Howard Group, one of the founding groups.



                                                                                    THREE MONTHS
                                                                                       ENDED
                                                     YEAR ENDED DECEMBER 31,         MARCH 31,
                                                 --------------------------------   ------------
                                                 1994   1995   1996   1997   1998       1999
                                                 ----   ----   ----   ----   ----   ------------
                                                                  
Ratio of earnings to fixed charges.............  1.86   1.98   2.32   2.16   2.60       2.37
Ratio of earnings to fixed charges plus
  dividends....................................  1.86   1.98   2.32   2.16   2.60       2.37


     For purposes of computing the ratios of earnings to fixed charges and
earnings to fixed charges plus dividends: (1) earnings consist of income before
provision for income taxes plus fixed charges (excluding capitalized interest)
and (2) fixed charges consist of interest expensed and capitalized, amortization
of debt discount and expense relating to indebtedness and the portion of rental
expense representative of the interest factor attributable to leases for rental
property. There were no dividends paid or accrued during the periods presented
above.

                                        4
   8

                         DESCRIPTION OF DEBT SECURITIES

     The Debt Securities will be either our senior debt securities ("Senior Debt
Securities") or our subordinated debt securities ("Subordinated Debt
Securities"). The Senior Debt Securities and the Subordinated Debt Securities
will be issued under separate Indentures among us, our subsidiaries, if our
subsidiaries are guarantors of the Debt Securities, and a U.S. banking
institution (a "Trustee"). Senior Debt Securities will be issued under a "Senior
Indenture" and Subordinated Debt Securities will be issued under a "Subordinated
Indenture." Together the Senior Indenture and the Subordinated Indenture are
called "Indentures."

     The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series which are offered by a prospectus supplement
will be described in the prospectus supplement.

     We have summarized selected provisions of the Indentures below. The summary
is not complete. The forms of each Indenture have been filed as exhibits to the
registration statement and you should read the Indentures for provisions that
may be important to you. In the summary below we have included references to
section numbers of the applicable Indentures so that you can easily locate these
provisions. Whenever we refer in this prospectus or in the prospectus supplement
to particular sections or defined terms of the Indentures, such sections or
defined terms are incorporated by reference in this prospectus or the prospectus
supplement, as applicable. Capitalized terms used in the summary have the
meanings specified in the Indentures.

GENERAL

     The Indentures provide that Debt Securities in separate series may be
issued from time to time without limitation as to aggregate principal amount. We
may specify a maximum aggregate principal amount for the Debt Securities of any
series. (Section 301) We will determine the terms and conditions of the Debt
Securities, including the maturity, principal and interest, but those terms must
be consistent with the Indenture. The Debt Securities will be our unsecured
obligations.

     The Subordinated Debt Securities will be subordinated in right of payment
to the prior payment in full of all of our Senior Debt (as defined) as described
under "-- Subordination of Subordinated Debt Securities" and in the prospectus
supplement applicable to any Subordinated Debt Securities.

     If specified in the prospectus supplement, our subsidiaries (the
"Subsidiary Guarantors") will unconditionally guarantee (the "Subsidiary
Guarantees") on a joint and several basis the Debt Securities as described under
"Subsidiary Guarantees" and in the prospectus supplement. The Subsidiary
Guarantees will be unsecured obligations of each Subsidiary Guarantor.

     The applicable prospectus supplement will set forth the price or prices at
which the Debt Securities to be offered will be issued and will describe the
following additional terms:

     - the title of the Debt Securities;

     - whether the Debt Securities are Senior Debt Securities or Subordinated
       Debt Securities;

     - whether the Subsidiary Guarantors will provide Subsidiary Guarantees of
       the Debt Securities;

     - the total principal amount of the Debt Securities;

     - the dates on which the principal of the Debt Securities will be payable;

     - the interest rate of the Debt Securities and the interest payment dates
       for the Debt Securities;

     - the places where payments on the Debt Securities will be payable;

     - any terms upon which the Debt Securities may be redeemed at our option;

     - any sinking fund or other provisions that would obligate us to repurchase
       or otherwise redeem the Debt Securities;

     - the portion of the principal amount, if less than all, of the Debt
       Securities which will be payable upon declaration of acceleration of the
       Maturity of the Debt Securities;

                                        5
   9

     - if convertible into our common stock or any of our other securities, the
       terms on which such Debt Securities are convertible;

     - whether the Debt Securities are defeasible;

     - any addition to or change in the Events of Default;

     - any addition to or change in the covenants in the applicable Indenture;
       and

     - any other terms of the Debt Securities not inconsistent with the
provisions of the applicable Indenture. (Section 301)

     Debt Securities may be sold at a substantial discount below their principal
amount. Special United States federal income tax considerations applicable to
Debt Securities sold at an original issue discount may be described in the
applicable prospectus supplement. In addition, special United States federal
income tax or other considerations applicable to any Debt Securities that are
denominated in a currency other than United States dollars may be described in
the applicable prospectus supplement.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

     The indebtedness evidenced by the Subordinated Debt Securities will, to the
extent set forth in the Subordinated Indenture with respect to each series of
Subordinated Debt Securities, be subordinate in right of payment to the prior
payment in full of all of our Senior Debt, including the Senior Debt Securities.
The prospectus supplement relating to any Subordinated Debt Securities will
summarize the subordination provisions of the Subordinated Indenture applicable
to that series including:

     - the applicability and effect of such provisions upon any payment or
       distribution of our assets to creditors upon any liquidation, bankruptcy,
       insolvency or similar proceedings;

     - the applicability and effect of such provisions in the event of specified
       defaults with respect to Senior Debt, including the circumstances under
       which and the periods in which we will be prohibited from making payments
       on the Subordinated Debt Securities; and

     - the definition of Senior Debt applicable to the Subordinated Debt
       Securities of that series.

     The failure to make any payment on any of the Subordinated Debt Securities
due to the subordination provisions of the Subordinated Indenture described in
the prospectus supplement will not prevent the occurrence of an Event of Default
under the Subordinated Debt Securities arising from any such failure to make
payment.

CONVERSION RIGHTS

     The Debt Securities may be converted into other securities of our company,
if at all, according to the terms and conditions of an applicable prospectus
supplement. Such terms will include the conversion price, the conversion period,
provisions as to whether conversion will be at the option of the holders of such
series of Debt Securities or at the option of our company, the events requiring
an adjustment of the conversion price and provisions affecting conversion in the
event of the redemption of such series of Debt Securities.

SUBSIDIARY GUARANTEES

     If specified in the prospectus supplement, the Subsidiary Guarantors will
guarantee the Debt Securities of a series. Unless otherwise indicated in the
prospectus supplement, the following provisions will apply to the Subsidiary
Guarantees of the Subsidiary Guarantors.

     Subject to the limitations described below and in the prospectus
supplement, the Subsidiary Guarantors will, jointly and severally,
unconditionally guarantee the performance and punctual payment when due, of all
our obligations under the Indentures and the Debt Securities of a series (the
"Guaranteed Obligations"). The Subsidiary Guarantors will also pay, in addition
to the amount stated above, any and all expenses (including reasonable counsel
fees and expenses) incurred by the applicable Trustee in enforcing any rights
under a Subsidiary Guarantee with respect to a Subsidiary Guarantor.

                                        6
   10

     In the case of Subordinated Debt Securities, a Subsidiary Guarantor's
Subsidiary Guarantee will be subordinated in right of payment to the Senior Debt
of such Subsidiary Guarantor on the same basis as the Subordinated Debt
Securities are subordinated to our Senior Debt. No payment will be made by any
Subsidiary Guarantor under its Subsidiary Guarantee during any period in which
payments by us on the Subordinated Debt Securities are suspended by the
subordination provisions of the Subordinated Indenture.

     Each Subsidiary Guarantee will be limited in amount to an amount not to
exceed the maximum amount that can be guaranteed by the relevant Subsidiary
Guarantor without rendering such Subsidiary Guarantee voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

     Each Subsidiary Guarantee will be a continuing guarantee and will:

     - remain in full force and effect until either (a) payment in full of all
       the Guaranteed Obligations (or the applicable Debt Securities are
       defeased and discharged in accordance with the defeasance provisions of
       the Indentures) or (b) released as described in the following paragraph,

     - be binding upon each Subsidiary Guarantor and

     - inure to the benefit of and be enforceable by the applicable Trustee, the
       holders and their successors, transferees and assigns.

     In the event that a Subsidiary Guarantor ceases to be a Restricted
Subsidiary, whether as a result of a disposition of all of the assets or all of
the capital stock of such Subsidiary Guarantor, by way of sale, merger,
consolidation or otherwise, such Subsidiary Guarantor will be deemed released
and relieved of its obligations under its Subsidiary Guarantee without any
further action required on the part of the Trustee or any holder and no other
person acquiring or owning the assets or capital stock of such Subsidiary
Guarantor (if not otherwise a Restricted Subsidiary) will be required to enter
into a Subsidiary Guarantee; provided, in each case, that the transaction or
transactions resulting in such Subsidiary Guarantor's ceasing to be a Restricted
Subsidiary are carried out pursuant to and in compliance with all of the
applicable covenants in the Indenture. In addition, the prospectus supplement
may specify additional circumstances under which a Subsidiary Guarantor can be
released from its Subsidiary Guarantee.

FORM, EXCHANGE AND TRANSFER

     The Debt Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable prospectus supplement, only in denominations of $1,000 and integral
multiples thereof. (Section 302)

     Subject to the terms of the applicable Indenture and the limitations
applicable to Global Securities, Debt Securities may be transferred or exchanged
at the corporate trust office of the Trustee or at any other office or agency
maintained by our company for such purpose, without the payment of any service
charge except for any tax or governmental charge. (Sections 305 and 1002)

GLOBAL SECURITIES

     The Debt Securities of any series may be issued, in whole or in part, by
one or more global certificates that will be deposited with a depositary
identified in the applicable prospectus supplement.

     No global security may be exchanged in whole or in part for Debt Securities
registered in the name of any person other than the depositary for such global
security or any nominee of such depositary unless:

     - the depositary is unwilling or unable to continue as depositary;

     - an Event of Default has occurred and is continuing; or

     - as otherwise provided in a prospectus supplement.

     Unless otherwise stated in any prospectus supplement, the Depository Trust
Company ("DTC") will act as depositary. Beneficial interests in global
certificates will be shown on, and transfers of global certificates will be
affected only through, records maintained by DTC and its participants.

                                        7
   11

PAYMENT

     Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on a Debt Security on any interest payment date will be made to the
person in whose name such Debt Security is registered at the close of business
on the regular record date for such interest. (Section 307)

     Unless otherwise indicated in the applicable prospectus supplement,
principal, interest and any premium on the Debt Securities will be paid at
designated places. However, at our option, payment may be made by check mailed
to persons in whose names the Debt Securities are registered on days specified
in the Indenture or any prospectus supplement. (Sections 1002 and 1003)

CONSOLIDATION, MERGER AND SALE OF ASSETS

     We may consolidate with or merge into, or sell or lease substantially all
of our properties to any person if:

     - the successor person (if any) is a corporation, partnership, trust or
       other entity organized and validly existing under the laws of any
       domestic jurisdiction and assumes our obligations on the Debt Securities
       and under the Indentures;

     - immediately after giving effect to the transaction, no Event of Default,
       and no event which, after notice or lapse of time or both, would become
       an Event of Default, shall have occurred and be continuing; and

     - any other conditions specified in the applicable prospectus supplement
       are met. (Section 801)

EVENTS OF DEFAULT

     Unless otherwise specified in the prospectus supplement, each of the
following will constitute an Event of Default under the applicable Indenture
with respect to Debt Securities of any series:

     - failure to pay principal or premium on any Debt Security of that series
       when due;

     - failure to pay any interest on any Debt Security of that series when due,
       continued for 30 days;

     - failure to deposit any sinking fund payment, when due, on any Debt
       Security of that series;

     - failure to perform or comply with the provisions described under
       "Consolidation, Merger and Sale of Assets";

     - failure to perform any of our other covenants in Indenture for 60 days
       after being given written notice;

     - default under the terms of any instrument evidencing or securing any of
       our Debt or any Restricted Subsidiary having an outstanding principal
       amount of $10 million individually or in the aggregate which default
       results in the acceleration of the payment of all or any portion of such
       Debt (which acceleration is not rescinded within a period of 10 days from
       the occurrence of such acceleration) or constitutes the failure to pay
       all or any portion of the principal amount of such Debt when due;

     - the rendering of a final judgment or judgments against us or any
       Restricted Subsidiary in an amount in excess of $10 million which remains
       undischarged or unstayed for a period of 60 days after the date on which
       the right to appeal has expired;

     - certain events of bankruptcy, insolvency or reorganization affecting us,
       any Significant Restricted Subsidiary or any group of Restricted
       Subsidiaries that together would constitute a Significant Restricted
       Subsidiary; and

     - in the case of Debt Securities guaranteed by any Subsidiary Guarantor,
       the Subsidiary Guarantee of any Subsidiary Guarantor is held by a final
       non-appealable order or judgment of a court of competent jurisdiction to
       be unenforceable or invalid or ceases for any reason to be in full force
       and

                                        8
   12

       effect (other than in accordance with the terms of the applicable
       Indenture) or any Subsidiary Guarantor or any person acting on behalf of
       any Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor's
       obligations under its Subsidiary Guarantee (other than by reason of a
       release of such Subsidiary Guarantor from its Subsidiary Guarantee in
       accordance with the terms of the applicable Indenture). (Section 501)

     If an Event of Default (other than as a result of bankruptcy, insolvency or
reorganization) for any series of Debt Securities occurs and continues, the
applicable Trustee or the holders of at least 25% in aggregate principal amount
of the outstanding Debt Securities of that series may declare the principal
amount of the Debt Securities of that series (or, such portion of the principal
amount of such Debt Securities as may be specified in a prospectus supplement)
to be due and payable immediately. If an Event of Default results from
bankruptcy, insolvency or reorganization, the principal amount of all the Debt
Securities of a series (or, such portion of the principal amount of such Debt
Securities as may be specified in a prospectus supplement) will automatically
become immediately due and payable. If an acceleration occurs, subject to
specified conditions, the holders of a majority of the aggregate principal
amount of the outstanding Debt Securities of that series may rescind and annul
such acceleration. (Section 502)

     Other than its duties in case of an Event of Default, a Trustee is not
obligated to exercise any of its rights or powers under the applicable Indenture
at the request or direction of any of the holders, unless the holders offer the
Trustee reasonable indemnity. (Section 603) Subject to the indemnification of
the Trustees, the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of any series may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of that series. (Section 512)

     The holders of Debt Securities of any series will not have any right to
institute any proceeding with respect to the applicable Indenture unless:

     - holder previously gave written notice to the Trustee of an Event of
       Default;

     - the holders of at least 25% in aggregate principal amount of the
       outstanding Debt Securities of that series have made written request, and
       such holder or holders have offered reasonable indemnity, to the Trustee
       to institute such proceeding as trustee; and

     - the Trustee fails to institute such proceeding, and has not received from
       the holders of a majority in aggregate principal amount of the
       outstanding Debt Securities of that series a direction inconsistent with
       such request, within 60 days after such notice, request and offer.
       (Section 507)

     However, such limitations do not apply to a suit instituted by a holder of
a Debt Security for the enforcement of payment of the principal, interest or
premium on such Debt Security on or after the applicable due date specified in
such Debt Security. (Section 508)

     We will be required to furnish to each Trustee annually a statement by
certain of our officers as to whether or not we are in default in the
performance of any of the terms of the applicable Indenture. (Section 1004)

MODIFICATION AND WAIVER

     Under each Indenture, our rights and obligations and the rights of holders
may be modified with the consent of the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of each series affected by
the modification. No modification of the principal or interest payment terms,
and no modification reducing the percentage required for modifications, is
effective against any holder without its consent. (Section 1004)

DEFEASANCE AND COVENANT DEFEASANCE

     If and to the extent indicated in the applicable prospectus supplement, we
may elect, at our option at any time, to have the provisions of the Indentures,
relating to defeasance and discharge of indebtedness

                                        9
   13

and to defeasance of certain restrictive covenants applied to the Debt
Securities of any series, or to any specified part of a series. (Section 1501)

     Defeasance and Discharge.  The Indentures provide that, upon our exercise
of our option (if any) we will be discharged from all our obligations with
respect to the applicable Debt Securities upon the deposit in trust for the
benefit of the holders of such Debt Securities of money or U.S. Government
Obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on such Debt
Securities on the respective stated maturities in accordance with the terms of
the applicable Indenture and such Debt Securities. Any additional conditions to
the discharge of our obligations with respect to a series of Debt Securities
will be described in an applicable prospectus supplement. (Sections 1502 and
1504)

     Defeasance of Certain Covenants.  The Indentures provide that, upon our
exercise of our option (if any), we may omit to comply with specified
restrictive covenants as described in an applicable prospectus supplement and
the occurrence of specified Events of Default as described in an applicable
prospectus supplement, will not be deemed to either be or result in an Event of
Default and, if such Debt Securities are Subordinated Debt Securities, the
provisions of the Subordinated Indenture relating to subordination will cease to
be effective, in each case with respect to such Debt Securities. In order to
exercise such option, we must deposit, in trust for the benefit of the holders
of such Debt Securities, money or U.S. government obligations, or both, which,
through the payment of principal and interest in respect thereof in accordance
with their terms, will provide money in an amount sufficient to pay the
principal of and any premium and interest on such Debt Securities on the
respective stated maturities in accordance with the terms of the applicable
Indenture and such Debt Securities. Any additional conditions to exercising this
option with respect to a series of Debt Securities will be described in an
applicable prospectus supplement. (Sections 1503 and 1504)

NOTICES

     Notices to holders of Debt Securities will be given by mail to the
addresses of such holders as they may appear in the security register. (Sections
101 and 106)

TITLE

     We, the Subsidiary Guarantors, the Trustees and any agent of us, the
Subsidiary Guarantors or a Trustee may treat the Person in whose name a Debt
Security is registered as the absolute owner of the Debt Security, whether or
not such Debt Security may be overdue for the purpose of making payment and for
all other purposes. (Section 308)

GOVERNING LAW

     The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the law of the State of New York. (Section 112)

                          DESCRIPTION OF CAPITAL STOCK

     As of June 30, 1999, our authorized capital stock was 51,000,000 shares.
Those shares consisted of: (a) 1,000,000 shares of preferred stock, none of
which were outstanding; and (b) 50,000,000 shares of common stock, of which
21,209,041 shares were outstanding.

COMMON STOCK

     Subject to any special voting rights of any series of preferred stock that
we may issue in the future, the holders of the common stock may vote one vote
for each share held on all matters voted upon by our stockholders, including the
election of our directors. Holders of common stock may not cumulate their votes
in elections of directors.

     Subject to the rights of any then outstanding shares of preferred stock,
the holders of common stock may receive such dividends as our board of directors
may declare in its discretion out of legally available

                                       10
   14

funds. Holders of common stock will share equally in our net assets upon
liquidation after payment or provision for all liabilities and any preferential
liquidation rights of any preferred stock then outstanding. The holders of
common stock have no preemptive rights to purchase our shares of stock. Shares
of common stock are not subject to any redemption provisions and are not
convertible into any of our other securities. All outstanding shares of common
stock are fully paid and non-assessable. Any additional common stock we issue
will also be fully paid and non-assessable.

PREFERRED STOCK

     The prospectus supplement will specify any terms of any series of preferred
stock offered by it including:

     - the series, the number of shares offered and the liquidation value of the
       preferred stock,

     - the price at which the preferred stock will be issued,

     - the dividend rate, the dates on which the dividends will be payable and
       other terms relating to the payment of dividends on the preferred stock,

     - the liquidation preference of the preferred stock,

     - the voting rights of the preferred stock,

     - whether the preferred stock is redeemable or subject to a sinking fund,
       and the terms of any such redemption or sinking fund,

     - whether the preferred stock is convertible or exchangeable for any other
       securities, and the terms of any such conversion, and

     - any additional rights, preferences, qualifications, limitations and
       restrictions of the preferred stock.

     The description of the terms of the preferred stock to be set forth in an
applicable prospectus supplement will not be complete and will be subject to and
qualified in its entirety by reference to the statement of resolution relating
to the applicable series of preferred stock. The registration statement of which
this prospectus forms a part will include the statement of resolution as an
exhibit or incorporate it by reference.

     We may issue preferred stock from time to time in one or more series.
Subject to the provisions of our certificate of incorporation and limitations
prescribed by law, our board of directors may adopt resolutions to issue the
shares of preferred stock, to fix the number of shares, and to change the number
of shares constituting any series and establish the voting powers, designations,
preferences and relative participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend rights
(including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any series of
preferred stock, in each case without any further action or vote by our
stockholders.

     Undesignated preferred stock may enable our board of directors to render
more difficult or to discourage an attempt to obtain control of us by means of a
tender offer, proxy contest, merger or otherwise, and to thereby protect the
continuity of our management. The issuance of shares of preferred stock may
adversely affect the rights of the holders of our common stock or any existing
preferred stock. For example, any preferred stock issued may rank prior to our
common stock or any existing preferred stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of common stock or any existing preferred stock. As a
result, the issuance of shares of preferred stock may discourage bids for our
common stock or may otherwise adversely affect the market price of our common
stock or any existing preferred stock.

ANTI-TAKEOVER PROVISIONS

     Provisions of our certificate of incorporation and bylaws and our
stockholders' rights plan may encourage persons considering unsolicited tender
offers or other unilateral takeover proposals to negotiate with our board of
directors rather than pursue non-negotiated takeover attempts.
                                       11
   15

     Classified Board of Directors and Limitations on Removal of Directors.  Our
board of directors is divided into three classes. The directors of each class
are elected for three-year terms, and the terms of the three classes are
staggered so that directors from a single class are elected at each annual
meeting of stockholders. Stockholders may remove a director only for cause and
upon the vote of holders of at least 80% of the voting power of the outstanding
shares of common stock. In general, our board of directors, not the
stockholders, has the right to appoint persons to fill vacancies on the board of
directors.

     No Written Consent by Stockholders.  Our certificate of incorporation
provides that any action required or permitted to be taken by our stockholders
must be taken at a duly called annual or special meeting of our stockholders.
Special meetings of our stockholders may be called only by our board of
directors.

     Business Combinations under Delaware Law.  We are a Delaware corporation
and are subject to Section 203 of the Delaware General Corporation Law. Section
203 prevents an interested stockholder, a person who owns 15% or more of our
outstanding voting stock, from engaging in business combinations with us for
three years following the date that the person becomes an interested
stockholder. These restrictions do not apply if:

     - before the person becomes an interested stockholder, our board of
       directors approves the transaction in which the interested stockholder
       becomes an interested stockholder or the business combination;

     - upon completion of the transaction that results in the person becoming an
       interested stockholder, the interested stockholder owns at least 85% of
       our outstanding voting stock at the time the transaction commenced; or

     - following the transaction in which the person becomes an interested
       stockholder, the business combination is approved by our board of
       directors and, at a meeting of our stockholders, by the holders of at
       least two-thirds of our outstanding voting stock not owned by the
       interested stockholder.

     The law defines the term "business combination" to encompass a wide variety
of transactions with or caused by an interested stockholder, including mergers,
asset sales and other transactions in which the interested stockholder receives
or could receive a benefit on other than a pro rata basis with other
stockholders. This law could have an anti-takeover effect with respect to
transactions not approved in advance by our board of directors, including
discouraging takeover attempts that might result in a premium over the market
price for the shares of our common stock.

     Stockholders' Rights Plan.  Our board of directors has adopted a
stockholders' rights plan. Under the rights plan, each right entitles the
registered holder under the circumstances described below to purchase from us
one one-thousandth of a share of our junior participating preferred stock at a
price of $65 per one one-thousandth of a share, subject to adjustment. The
following is a summary of certain terms of the rights plan. The rights plan is
filed as an exhibit to the registration statement of which this prospectus is a
part and this summary is qualified by reference to the specific terms of the
rights plan.

     Until the date of distribution of the rights to stockholders, the rights
attach to all common stock certificates representing outstanding shares. No
separate right certificate will be distributed. A right is issued for each share
of common stock issued. The rights will separate from the common stock and be
distributed to our stockholders upon the earlier of:

     - 10 business days following a public announcement that a person or group
       of affiliated or associated persons has acquired beneficial ownership of
       20% or more of our outstanding voting shares, or

     - 10 business days following the commencement or announcement of an
       intention to commence a tender offer or exchange offer the consummation
       of which would result in the person or group beneficially owning 20% or
       more of our outstanding voting shares.

     Until the date of distribution of the rights or the earlier of redemption
or expiration of the rights, the rights are evidenced by the certificates
representing the common stock. As soon as practicable following the date of
distribution of the rights, separate certificates evidencing the rights will be
mailed to holders of

                                       12
   16

record of the common stock as of the close of business on the Distribution Date
and such separate certificates alone will thereafter evidence the rights.

     The rights are not exercisable until the date they are distributed. The
rights will expire on November 4, 2007, unless the expiration date is extended
or the rights are earlier redeemed or exchanged.

     If a person or group acquires 20% or more of our voting shares, each right
then outstanding (other than rights beneficially owned by the person or group
who acquires 20% of our voting shares) becomes a right to buy that number of
shares of common stock (or under certain circumstances, the equivalent number of
one one-thousandths of a participating preferred stock) that at the time of such
acquisition has a market value of two times the purchase price of the right.

     If we are acquired in a merger or other business combination transaction or
assets constituting more than 50% of our consolidated assets or producing more
than 50% of our earning power or cash flow are sold, proper provision will be
made so that each holder of a right will have the right to receive, upon the
exercise of the right at the then current purchase price of the right, that
number of shares of common stock of the acquiring company which at the time of
such transaction has a market value of two times the purchase price of the
right.

     The dividend and liquidation rights, and the non-redemption feature, of the
participating preferred stock are designed so that the value of one
one-thousandth of a share of participating preferred stock purchasable upon
exercise of each right will approximate the value of one share of common stock.
The participating preferred stock issuable upon exercise of the rights will be
non-redeemable and rank junior to all other series of our preferred stock. Each
whole share will be entitled to receive a quarterly preferential dividend in an
amount per share equal to the greater of (1) $1.00 in cash, or (2) in the
aggregate, 1,000 times the dividend declared on the common stock. In the event
of liquidation, the holders of the shares may receive a preferential liquidation
payment equal to the greater of (a) $1,000 per share, or (b) in the aggregate,
1,000 times the payment made on the shares of common stock. In the event of any
merger, consolidation or other transaction in which the shares of common stock
are exchanged for or changed into other stock or securities, cash or other
property, each whole share of participating preferred stock will be entitled to
receive 1,000 times the amount received per share of common stock. Each whole
share of participating preferred stock will be entitled to 1,000 votes on all
matters submitted to a vote of our stockholders and the shares will generally
vote together as one class with the common stock and any other capital stock on
all matters submitted to a vote of our stockholders.

     The number of outstanding rights and the number of one one-thousandths of a
share of participating preferred stock or other securities or property issuable
upon exercise of the rights, and the purchase price payable, may be adjusted
from time to time to prevent dilution.

     At any time after a person or group of affiliated or associated persons
acquires beneficial ownership of 20% or more of our outstanding voting shares
and before a person or group acquires beneficial ownership of 50% or more of our
outstanding voting shares our board of directors may, at its option, issue
common stock in mandatory redemption of, and in exchange for, all or part of the
then outstanding and exercisable rights (other than rights owned by such person
or group which would become null and void) at an exchange ratio of one share of
common stock (or one one-thousandth of a share of participating preferred stock)
for each two shares of common stock for which each right is then exercisable,
subject to adjustment.

     At any time prior to the first public announcement that a person or group
has become the beneficial owner of 20% or more of our outstanding voting shares,
our board of directors may redeem all but not less than all the then outstanding
rights at a price of $0.01 per right. The redemption of the rights may be made
on the terms established by our board of directors. Immediately upon the action
of our board of directors ordering redemption of the rights, the right to
exercise the rights will terminate and the only right of the holders of rights
will be to receive the redemption price.

                                       13
   17

LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS

     Delaware law authorizes corporations to limit or eliminate the personal
liability of officers and directors to corporations and their stockholders for
monetary damages for breach of officers' and directors' fiduciary duty of care.
The duty of care requires that, when acting on behalf of the corporation,
officers and directors must exercise an informed business judgment based on all
material information reasonably available to them. Absent the limitations
authorized by Delaware law, officers and directors are accountable to
corporations and their stockholders for monetary damages for conduct
constituting gross negligence in the exercise of their duty of care. Delaware
law enables corporations to limit available relief to equitable remedies such as
injunction or rescission.

     Our certificate of incorporation limits the liability of our officers and
directors to us and our stockholders to the fullest extent permitted by Delaware
law. Specifically, our officers and directors will not be personally liable for
monetary damages for breach of an officer's or director's fiduciary duty in such
capacity, except for liability

     - for any breach of the officer's or director's duty of loyalty to us or
       our stockholders,

     - for acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law,

     - for unlawful payments of dividends or unlawful stock repurchases or
       redemptions as provided in Section 174 of the Delaware General
       Corporation law, or

     - for any transaction from which the officer or director derived an
       improper personal benefit.

     The inclusion of this provision in our certificate of incorporation may
reduce the likelihood of derivative litigation against our officers and
directors, and may discourage or deter stockholders or management from bringing
a lawsuit against our officers and directors for breach of their duty of care,
even though such an action, if successful, might have otherwise benefitted us
and our stockholders.

     Both our certificate of incorporation and bylaws provide indemnification to
our officers and directors and certain other persons with respect to certain
matters to the maximum extent allowed by Delaware law as it exists now or may
hereafter be amended. These provisions do not alter the liability of officers
and directors under federal securities laws and do not affect the right to sue
(nor to recover monetary damages) under federal securities laws for violations
thereof.

TRANSFER AGENT AND REGISTRAR

     Our transfer agent and registrar of the common stock, as well as the rights
agent under our rights plan, is ChaseMellon Shareholder Services, L.L.C.

                               DEPOSITARY SHARES

GENERAL

     We may offer fractional shares of preferred stock, rather than full shares
of preferred stock. If we decide to offer fractional shares of preferred stock,
we will issue receipts for depositary shares. Each depositary share will
represent a fraction of a share of a particular series of preferred stock. The
prospectus supplement will indicate that fraction. The shares of preferred stock
represented by depositary shares will be deposited under a deposit agreement
between us and a depositary. The depositary will be a bank or trust company that
meets certain requirements and is selected by us. Each owner of a depositary
share will be entitled to all the rights and preferences of the preferred stock
represented by the depositary share. The depositary shares will be evidenced by
depositary receipts issued pursuant to the deposit agreement. Depositary
receipts will be distributed to those persons purchasing the fractional shares
of preferred stock in accordance with the terms of the offering.

     We have summarized selected provisions of the deposit agreement and the
depositary receipts. The summary is not complete. The forms of the deposit
agreement and the depositary receipts are filed as exhibits to the registration
statement and you should read such documents for provisions that may be
important to you.
                                       14
   18

DIVIDENDS AND OTHER DISTRIBUTIONS

     If we pay a cash distribution or dividend on a series of preferred stock
represented by depositary shares, the depositary will distribute such dividends
to the record holders of such depositary shares. If the distributions are in
property other than cash, the depositary will distribute the property to the
record holders of the depositary shares. However, if the depositary determines
that it is not feasible to make the distribution of property, the depositary
may, with our approval, sell such property and distribute the net proceeds from
such sale to the holders of the preferred stock.

REDEMPTION OF DEPOSITARY SHARES

     If we redeem a series of preferred stock represented by depositary shares,
the depositary will redeem the depositary shares from the proceeds received by
the depositary in connection with the redemption. The redemption price per
depositary share will equal the applicable fraction of the redemption price per
share of the preferred stock. If fewer than all the depositary shares are
redeemed, the depositary shares to be redeemed will be selected by lot or pro
rata as the depositary may determine.

VOTING THE PREFERRED STOCK

     Upon receipt of notice of any meeting at which the holders of the preferred
stock represented by depositary shares are entitled to vote, the depositary will
mail the notice to the record holders of the depositary shares relating to such
preferred stock. Each record holder of these depositary shares on the record
date (which will be the same date as the record date for the preferred stock)
may instruct the depositary as to how to vote the preferred stock represented by
such holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote the amount of the preferred stock represented by such
depositary shares in accordance with such instructions, and we will take all
action which the depositary deems necessary in order to enable the depositary to
do so. The depositary will abstain from voting shares of the preferred stock to
the extent it does not receive specific instructions from the holders of
depositary shares representing such preferred stock.

AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT

     The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between the
depositary and us. However, any amendment that materially and adversely alters
the rights of the holders of depositary shares will not be effective unless such
amendment has been approved by the holders of at least a majority of the
depositary shares then outstanding. The deposit agreement may be terminated by
the depositary or us only if (i) all outstanding depositary shares have been
redeemed or (ii) there has been a final distribution in respect of the preferred
stock in connection with any liquidation, dissolution or winding up of us and
such distribution has been distributed to the holders of depositary receipts.

CHARGES OF DEPOSITARY

     We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the depositary in connection with the initial deposit of the preferred stock and
any redemption of the preferred stock. Holders of depositary receipts will pay
other transfer and other taxes and governmental charges and any other charges,
including a fee for the withdrawal of shares of preferred stock upon surrender
of depositary receipts, as are expressly provided in the deposit agreement to be
for their accounts.

WITHDRAWAL OF PREFERRED STOCK

     Upon surrender of depositary receipts at the principal office of the
depositary, subject to the terms of the deposit agreement, the owner of the
depositary shares may demand delivery of the number of whole shares of preferred
stock and all money and other property, if any, represented by those depositary
shares. Partial shares of preferred stock will not be issued. If the depositary
receipts delivered by the holder evidence a number of depositary shares in
excess of the number of depositary shares representing the number of whole
shares of preferred stock to be withdrawn, the depositary will deliver to such
holder at

                                       15
   19

the same time a new depositary receipt evidencing the excess number of
depositary shares. Holders of preferred stock thus withdrawn may not thereafter
deposit those shares under the deposit agreement or receive depositary receipts
evidencing depositary shares therefor.

MISCELLANEOUS

     The depositary will forward to holders of depositary receipts all reports
and communications from us that are delivered to the depositary and that we are
required to furnish to the holders of the preferred stock.

     Neither the depositary nor us will be liable if we are prevented or delayed
by law or any circumstance beyond our control in performing our obligations
under the deposit agreement. The obligations of the depositary and us under the
deposit agreement will be limited to performance in good faith of our duties
thereunder, and we will not be obligated to prosecute or defend any legal
proceeding in respect of any depositary shares or preferred stock unless
satisfactory indemnity is furnished. We may rely upon written advice of counsel
or accountants, or upon information provided by persons presenting preferred
stock for deposit, holders of depositary receipts or other persons believed to
be competent and on documents believed to be genuine.

RESIGNATION AND REMOVAL OF DEPOSITARY

     The depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depositary. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. Such successor depositary
must be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.

                              SELLING STOCKHOLDERS

     Each of the selling stockholders named in the table below has entered into
a Lock-Up Agreement with us. Under the Lock-Up Agreements, we have agreed to
file this registration statement covering the shares owned by the selling
stockholders as described in the table below. In return, the selling
stockholders have agreed not to sell an aggregate of 3,842,553 of their shares
of our common stock before July 15, 2000 without our consent. In addition, under
the agreement, unless we otherwise consent, the selling stockholders may only
sell the shares covered by this registration statement in a manner approved by
us. We have agreed to pay all expenses incurred in connection with this
registration statement, other than the underwriters' discounts and commissions
applicable to the common stock sold by the selling stockholders and any costs
for experts or professionals (other than legal counsel) employed by the selling
stockholders. We have agreed to indemnify each selling stockholder for
liabilities arising under the Securities Act with respect to any such offering,
other than liabilities arising from information furnished by such selling
stockholder. Each selling stockholder has agreed to indemnify us for liabilities
arising under the Securities Act with respect to any such offering as a result
of information furnished by such selling stockholder.

     In addition to the selling stockholders, holders of an additional 5,912,855
shares of our common stock have entered into Lock-Up Agreements substantially
identical to the agreement described above, bringing the total number of shares
subject to the Lock-Up Agreements to 9,755,408. Of these 9,755,408 shares,
1,633,664 shares were not subject to any lock-up and the remaining 8,121,744
shares were subject to lock-ups that expire at various times through March 2000.

     The following table sets forth as of June 30, 1999 the following:

     - the number of shares of common stock owned by each of the selling
       stockholders before any sales in connection with this prospectus;

     - the number of shares of common stock that may be sold by each of the
       selling stockholders in connection with this prospectus; and

     - the number of shares of common stock that each selling stockholder would
       own if such stockholder sold all of the shares that may be sold in
       connection with this prospectus.

                                       16
   20



                                  OWNERSHIP                           OWNERSHIP
                               BEFORE OFFERING                     AFTER OFFERING
                             -------------------   SHARES THAT   -------------------
                              SHARES     PERCENT   MAY BE SOLD    SHARES     PERCENT
                             ---------   -------   -----------   ---------   -------
                                                              
Robert E. Howard
  II(1)(2).................  3,015,739    14.2%      200,000     2,815,739    13.3%
Ronald J. Kutz(3)..........    163,218     *          16,000       147,218     *
Tijeras Foundation(4)......     85,000     *          85,000            --     *
United Management,
  Inc.(4)..................    151,260     *          85,100        66,160     *
Johns Family Trust(4)......    650,000     3.1       129,900       520,100     2.5
Richard A. Fleischman(3)...    170,550     *         125,000        45,550     *
JoAnn Fleischman(3)........    170,550     *         125,000        45,550     *
Ralph S. Kerr(3)...........    312,211     1.5        50,000       262,211     1.2
Robert L. Struzynski(5)....     70,996     *          67,116         3,880     *
                             ---------    ----       -------     ---------    ----
          Total............  4,789,524    22.6%      883,116     3,906,408    18.4%
                             =========    ====       =======     =========    ====


- ---------------

 * Less than one percent.

(1) Includes (i) 780,000 shares held by Howard Investments, L.L.C., which is
    controlled by Mr. Howard and (ii) 25,450 shares held by Century Reinsurance
    Company, Inc., which is controlled by Mr. Howard.

(2) Director and employee of our company. For a more detailed description of Mr.
    Howard's relationship with our company, please see our proxy statement on
    Schedule 14A which is incorporated by reference into our annual report on
    Form 10-K.

(3) Employee of our company, or a spouse of such person.

(4) Affiliate of an employee of our company.

(5) Former employee of our company.

                              PLAN OF DISTRIBUTION


SECURITIES OFFERED BY GROUP 1



     We may sell offered securities pursuant to this prospectus (a) through
underwriters or dealers; (b) through agents; or (c) directly to one or more
purchasers, including existing stockholders in a rights offering.



BY UNDERWRITERS


     If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account. The underwriters may resell
the securities in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to certain conditions. Unless indicated in the prospectus supplement the
underwriters must purchase all the securities of the series offered by a
prospectus supplement if any of the securities are purchased. Any initial public
offering price and any discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time.


     We may also sell the offered securities pursuant to one or more standby
agreements with one or more underwriters in connection with the call, redemption
or exchange of a specified class or series of any of our securities. In a
standby agreement, the underwriter or underwriters would agree either:



     - to purchase from us up to the number of shares of common stock that would
       be issuable upon conversion or exchange of all the shares of the class or
       series of securities of ours at an agreed price per share of common
       stock; or



     - to purchase from us up to a specified dollar amount of offered securities
       at an agreed price per offered security, which price may be fixed or may
       be established by formula or other method and which may or may not relate
       to market prices of the common stock or any other security of ours then
       outstanding.


                                       17
   21


     The underwriter or underwriters would also agree, if applicable, to convert
or exchange any securities of the class or series held or purchased by the
underwriter or underwriters into or for common stock or other security of ours.
The underwriter or underwriters may assist in the solicitation of conversions or
exchanges by holders of the class or series of securities.



     If dealers are used in the sale of offered securities with respect to which
this prospectus is delivered, we will sell the offered securities to the dealers
as principals. The dealers may then resell the offered securities to the public
at varying prices to be determined by the dealers at the time of resale. The
names of the dealers and the terms of the transaction will be set forth in the
prospectus supplement thereto.


BY AGENTS


     Offered securities may also be sold through agents. Unless indicated in the
prospectus supplement, any such agent is acting on a best efforts basis for the
period of its appointment.


DIRECT SALES; RIGHTS OFFERINGS


     Offered securities may also be sold directly by us. In this case, no
underwriters or agents would be involved. We may sell offered securities upon
the exercise of rights which may be issued to our securityholders.



SALES BY SELLING STOCKHOLDERS



     Under the Lock-Up Agreements that we entered into with the selling
stockholders, the selling stockholders may only sell their shares covered by
this registration statement in a manner approved by us. This may include: (a)
through underwriters or dealers; (b) through agents or (c) directly to one or
more purchasers. For a discussion of the terms of the Lock-Up Agreements, please
see "Selling Stockholders."



     The selling stockholder shares may be sold in one or more transactions at
fixed prices, at the prevailing market price at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. The sale of
selling stockholder shares may take place through transactions (which may
involve crosses or block transactions)



     - on any national securities exchange or quotation service on which the
       selling stockholder shares are listed at the time of sale;



     - in the over-the-counter market;



     - in transactions otherwise than on an exchange or in the over-the-counter
       market; or



     - through the writing and exercise of options.



     At the time of any offering of selling stockholder shares, we will
distribute a prospectus supplement, if required, providing the names of any
underwriters, brokers/dealers or agents, or discounts, commissions and other
terms. The selling stockholder shares will be offered or sold in some
jurisdictions only through registered or licensed brokers or dealers. In
addition, the selling stockholder shares may not be offered or sold in any
jurisdiction unless they have been registered or qualified for sale in that
jurisdiction or unless the selling stockholder complies with any exemption from
registration or qualification.



GENERAL INFORMATION


     Underwriters, dealers and agents that participate in the distribution of
offered securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from us or the selling stockholders
and any profit on the resale of the offered securities by them may be treated as
underwriting discounts and commissions under the Securities Act. Any
underwriters or agents will be identified and their compensation described in a
prospectus supplement.

     We or the selling stockholders may have agreements with the underwriters,
dealers and agents to indemnify them against certain civil liabilities,
including liabilities under the Act, or to contribute with respect to payments
which the underwriters, dealers or agents may be required to make.

                                       18
   22

     Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.

                                 LEGAL MATTERS

     Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, will pass upon
certain legal matters in connection with the offered securities. Any
underwriters will be advised about other issues relating to any offering by
their own legal counsel.

                                    EXPERTS

     Arthur Andersen LLP, independent public accountants, audited the financial
statements included in our annual report on Form 10-K for the year ended
December 31, 1998 incorporated by reference in this prospectus and elsewhere in
the registration statement. These documents are incorporated by reference herein
in reliance upon the authority of Arthur Andersen LLP as experts in accounting
and auditing in giving the report.

                                       19
   23

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the estimated expenses in connection with
the distribution of the securities covered by this Registration Statement. All
of the expenses will be borne by Group 1 except as otherwise indicated.


                                                           
Registration fee............................................  $ 29,202
Fees and expenses of accountants............................   200,000
Fees and expenses of legal counsel..........................   100,000
Fees and expenses of Trustee and counsel....................    25,000
Printing and engraving expenses.............................   100,000
Miscellaneous...............................................    20,798
                                                              --------
          Total.............................................  $475,000
                                                              ========





ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.


     Article Sixth, Part II, Section I of Group 1's Certificate of
Incorporation, a copy of which is filed as Exhibit 3.1, provides that directors,
officers, employees and agents shall be indemnified to the fullest extent
permitted by Section 145 of the DGCL.

     Section 145 of the DGCL authorizes, inter alia, a corporation to indemnify
any person ("indemnitee") who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify past or present officers and directors of
such corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify him against the expenses (including attorney's fees) which he actually
and reasonably incurred in connection therewith. Section 145 further provides
that any indemnification shall be made by the corporation only as authorized in
each specific case upon a determination by the (i) stockholders, (ii) board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (iii) independent counsel if a
quorum of disinterested directors so directs. Section 145 provides that
indemnification pursuant to its provision is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.

     Section 145 of the DGCL also empowers Group 1 to purchase and maintain
insurance on behalf of any person who is or was an officer or director of Group
1 against liability asserted against or incurred by him in any such capacity,
whether or not Group 1 would have the power to indemnify such officer or
director against such liability under the provisions of Section 145. Group 1
intends to purchase and maintain a directors' and officers' liability policy for
such purposes.

                                      II-1
   24

     The form of Underwriting Agreements filed as Exhibits 1.1, 1.2 and 1.3 to
this Registration Statement and the Lock-Up Agreements a form of which has been
filed as Exhibit 99.1 to this Registration Statement contain certain provisions
for indemnification of directors and officers of Group 1 and the Underwriters
against civil liabilities under the Securities Act.

ITEM 16.  EXHIBITS.

     The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of Group 1 under the Securities Act or the Exchange Act as indicated in
parenthesis:




  EXHIBIT
    NO.                              DESCRIPTION
  -------                            -----------
          
     *1.1    -- Form of Underwriting Agreement (Debt Securities).
     *1.2    -- Form of Underwriting Agreement (Preferred Stock).
     *1.3    -- Form of Underwriting Agreement (Common Stock).
      4.1    -- Restated Certificate of Incorporation of Group 1
                (incorporated by reference to Exhibit 3.1 to Group 1's
                Registration Statement on Form S-1 (Registration No.
                333-29893)).
      4.2    -- Bylaws of Group 1 (incorporated by reference to Exhibit
                3.3 to Group 1's Registration Statement on Form S-1
                (Registration No. 333-29893)).
      4.3    -- Certificate of Designation of Series A Junior
                Participating Preferred Stock (incorporated by reference
                to Exhibit 3.2 of Group 1's Registration Statement on
                Form S-1 (Registration No. 333-29893)).
      4.4    -- Form of Senior Indenture (incorporated by reference to
                Exhibit 4.4 to Group 1's Registration Statement on Form
                S-3 (Registration No. 333-69693)).
      4.5    -- Form of Subordinated Indenture (incorporated by reference
                to Exhibit 4.5 to Group 1's Registration Statement on
                Form S-3 (Registration No. 333-69693)).
      4.6    -- Form of Senior Debt Securities (included in Exhibit 4.4).
      4.7    -- Form of Subordinated Debt Securities (included in Exhibit
                4.5).
      4.8    -- Rights Agreement between Group 1 and ChaseMellon
                Shareholders Services, L.L.C., as rights agent dated
                October 3, 1997 (incorporated by reference to Exhibit
                10.10 of Group 1's Registration Statement on Form S-1
                (Registration No. 333-29893)).
      4.9    -- Third Amended and Restated Revolving Credit Agreement
                among Group 1, its Subsidiary Borrowers and the banks
                listed therein dated May 12, 1999 (incorporated by
                reference to Exhibit 10.1 of Group 1's Current Report on
                Form 8-K filed May 25, 1999).
     *4.10   -- Form of Depositary Agreement.
     *4.11   -- Form of Depositary Receipt.
   ***5.1    -- Opinion of Vinson & Elkins L.L.P. as to the legality of
                the securities being registered.
   **12.1    -- Computation of Ratio of Earnings to Fixed Charges.
  ***23.1    -- Consent of Arthur Andersen LLP.
  ***23.2    -- Consent of Vinson & Elkins L.L.P. (see Exhibit 5.1).
     24.1    -- Powers of attorney (included in the signature page of
                this Registration Statement).
 ****25.1    -- Form T-1 Statement of Eligibility of Trustee under the
                Senior Indenture.
 ****25.2    -- Form T-1 Statement of Eligibility of Trustee under the
                Subordinated Indenture.
  ***99.1    -- Form of Lock-Up Agreement.



- ---------------
   * To be filed as an exhibit to a Current Report on Form 8-K.

  ** Previously filed.


 *** Filed herewith.

**** To be filed in accordance with the requirements of Section 305(b)(2) of the
     Trust Indenture Act and Rule 5b-3 promulgated thereunder.

                                      II-2
   25

ITEM 17.  UNDERTAKINGS

     (a) The registrants hereby undertake:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement; notwithstanding the foregoing, any
        increase or decrease in the volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
        maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement; and

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

     provided, however, that the undertakings set forth in clauses (i) and (ii)
     above do not apply if the information required to be included in a
     post-effective amendment by those clauses is contained in periodic reports
     filed with or furnished to the Securities and Exchange Commission by Group
     1 pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The registrant hereby undertakes that:

          (1) That for purposes of determining any liability under the
     Securities Act of 1933, the information omitted from the form of prospectus
     filed as part of a registration statement in reliance upon Rule 430A and
     contained in a form of prospectus filed by the registrants pursuant to Rule
     424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
     to be part of this registration statement as of the time it was declared
     effective.

          (2) That, for purpose of determining any liability under the
     Securities Act of 1933, each post-effective amendment that contains a form
     of prospectus shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

     (c) The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Group 1's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the provisions set forth in Item 15, or

                                      II-3
   26

otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

     (e) The registrant hereby undertakes to file an application for the purpose
of determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act ("Act") in accordance with the rules and
regulations prescribed by the Commission under Section 305(6)(2) of the Act.

                                      II-4
   27

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Group 1
Automotive, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          GROUP 1 AUTOMOTIVE, INC.

                                          By:     /s/ SCOTT L. THOMPSON
                                            ------------------------------------
                                                     SCOTT L. THOMPSON
                                                   SENIOR VICE PRESIDENT,
                                                CHIEF FINANCIAL OFFICER AND
                                                          TREASURER


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        

                          *                                Chairman, President and Chief Executive
- -----------------------------------------------------      Officer and Director (Principal Executive
               B.B. HOLLINGSWORTH, JR.                     Officer)

                /s/ SCOTT L. THOMPSON                      Senior Vice President, Chief Financial
- -----------------------------------------------------      Officer and Treasurer (Chief Financial and
                  SCOTT L. THOMPSON                        Accounting Officer)

                          *                                Director
- -----------------------------------------------------
                 ROBERT E. HOWARD II

                          *                                Director
- -----------------------------------------------------
               STERLING B. MCCALL, JR.

                          *                                Director
- -----------------------------------------------------
                  CHARLES M. SMITH

                          *                                Director
- -----------------------------------------------------
                   JOHN H. DUNCAN

                          *                                Director
- -----------------------------------------------------
                 BENNETT E. BIDWELL

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-5
   28

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          SOUTHWEST TOYOTA, INC.
                                          SMC LUXURY CARS, INC.
                                          MCCALL AUTOMOTIVE GROUP, INC.

                                          By:     /s/ SCOTT L. THOMPSON
                                            ------------------------------------
                                                     SCOTT L. THOMPSON
                                                       VICE PRESIDENT


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 Chairman and Director (Principal Executive
- -----------------------------------------------------       Officer)
               STERLING B. MCCALL, JR.

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                 SCOTT L . THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-6
   29

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          COURTESY NISSAN, INC.
                                          GROUP 1 FORD, INC.
                                          SMITH AUTOMOTIVE GROUP, INC.
                                          MIKE SMITH AUTOMOTIVE-H, INC.
                                          MIKE SMITH AUTOMOTIVE-N, INC.
                                          MIKE SMITH AUTOPLAZA, INC.
                                          MIKE SMITH AUTOPLEX, INC.
                                          MIKE SMITH AUTOPLEX BUICK, INC.
                                          MIKE SMITH AUTOPLEX DODGE, INC.
                                          MIKE SMITH AUTOPLEX-GERMAN IMPORTS,
                                          INC.
                                          MIKE SMITH AUTOPLEX-V, INC.
                                          MIKE SMITH L/M, INC.
                                          MIKE SMITH GM, INC.
                                          ROUND ROCK NISSAN, INC.
                                          SMITH, LIU & CORBIN, INC.
                                          SMITH, LIU & KUTZ, INC.
                                          TOWN NORTH IMPORTS, INC.
                                          TOWN NORTH NISSAN, INC.
                                          TOWN NORTH SUZUKI, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 Chairman and Director (Principal Executive
- -----------------------------------------------------       Officer)
                  CHARLES M. SMITH

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                 SCOTT L . THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-7
   30

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          BOB HOWARD AUTOMOTIVE-A, INC.
                                          BOB HOWARD AUTOMOTIVE-H, INC.
                                          BOB HOWARD CHEVROLET, INC.
                                          BOB HOWARD DODGE, INC.
                                          BOB HOWARD MOTORS, INC.
                                          BOB HOWARD NISSAN, INC.
                                          HOWARD AUTOMOTIVE GROUP, INC.
                                          HOWARD PONTIAC-GMC, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 Chairman and President and Director
- -----------------------------------------------------       (Principal Executive Officer)
                 ROBERT E. HOWARD II

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-8
   31

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          FOYT MOTORS, INC.
                                          KINGWOOD MOTORS-H, INC.

                                          By:     /s/ SCOTT L. THOMPSON
                                            ------------------------------------
                                                     SCOTT L. THOMPSON
                                                   CHAIRMAN AND PRESIDENT


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                /s/ SCOTT L. THOMPSON                       Chairman and President and Director
- -----------------------------------------------------       (Principal Executive, Chief Financial and
                  SCOTT L. THOMPSON                         Accounting Officer)

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-9
   32

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          KOONS FORD, INC.
                                          COURTESY FORD, INC.
                                          PERIMETER FORD, INC.
                                          FLAMINGO FORD, INC.
                                          WORLD AUTOMOTIVE GROUP, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 Chairman and Director (Principal Executive
- -----------------------------------------------------       Officer)
                  JAMES S. CARROLL

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-10
   33

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          MMK INTERESTS, INC.
                                          HIGHLAND AUTOPLEX, INC.


                                          BY:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 President and Director (Principal Executive
- -----------------------------------------------------       Officer)
              THOMAS NYLE MAXWELL, JR.

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-11
   34

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          PRESTIGE MAXWELL, INC.
                                          MAXWELL HOLDINGS, INC.

                                          By:        /s/ JANET GILES
                                            ------------------------------------
                                                        JANET GILES
                                                  PRESIDENT AND SECRETARY


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 President and Secretary (Principal Executive
- -----------------------------------------------------       Officer)
                     JANET GILES

                          *                                 Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                   KARI L. JOHNSON

                          *                                 Director
- -----------------------------------------------------
                  JAMES S. CARROLL

                          *                                 Director
- -----------------------------------------------------
                 ROBERT E. HOWARD II

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-12
   35

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          CASA CHRYSLER PLYMOUTH JEEP INC.
                                          JOHNS AUTOMOTIVE GROUP, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 Chairman and President and Director
- -----------------------------------------------------       (Principal Executive Officer)
                  KENNETH E. JOHNS

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-13
   36

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, McKinney Dodge,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 28, 1999.



                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        

                          *                                President and Director (Principal Executive
- -----------------------------------------------------      Officer)
                   RONALD J. KUTZ

                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-14
   37

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Casa Chevrolet
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 28, 1999.


                                          CASA CHEVROLET INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 Chairman and President and Director
- -----------------------------------------------------       (Principal Executive Officer)
                  CYNTHIA C. JOHNS

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

              By: /s/ SCOTT L. THOMPSON
  -------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-15
   38

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Luby Chevrolet
Co. certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 28, 1999.


                                          LUBY CHEVROLET CO.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
                          *                                President and Director (Principal Executive
- -----------------------------------------------------      Officer)
                 RICHARD FLEISCHMAN

                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                Director
- -----------------------------------------------------
                   FRANK R. TODARO

              By: /s/ SCOTT L. THOMPSON
  -------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-16
   39

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Prestige
Chrysler Plymouth Northwest, Ltd. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement or amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on July 28, 1999.


                                          PRESTIGE CHRYSLER PLYMOUTH
                                            NORTHWEST, LTD.

                                          By: MMK Interests, Inc.
                                                General Partner


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
                          *                                Chairman and President and Director
- -----------------------------------------------------      (Principal Executive Officer)
              THOMAS NYLE MAXWELL, JR.

                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                Director
- -----------------------------------------------------
                   FRANK R. TODARO

              By: /s/ SCOTT L. THOMPSON
  -------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-17
   40

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Prestige
Chrysler Plymouth South, Ltd. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement or amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on July 28, 1999.


                                          PRESTIGE CHRYSLER PLYMOUTH SOUTH, LTD.

                                          By: MMK Interests, Inc.
                                                General Partner


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
                          *                                Chairman and President (Principal Executive
- -----------------------------------------------------      Officer)
              THOMAS NYLE MAXWELL, JR.

                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-18
   41

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Maxwell
Chrysler Plymouth Jeep Eagle, Ltd. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement or amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on July 28, 1999.


                                          MAXWELL CHRYSLER
                                            PLYMOUTH DODGE
                                            JEEP EAGLE, LTD.

                                          By: MMK Interests, Inc.
                                                General Partner


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
                          *                                Chairman and President and Director
- -----------------------------------------------------      (Principal Executive Officer)
              THOMAS NYLE MAXWELL, JR.

                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-19
   42

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Maxwell Ford,
Ltd. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 28, 1999.


                                          MAXWELL FORD, LTD.

                                          By: MMK Interests, Inc.
                                                General Partner


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
                          *                                President and Director (Principal Executive
- -----------------------------------------------------      Officer)
              THOMAS NYLE MAXWELL, JR.

                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-20
   43

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Sunshine Buick
Pontiac GMC Truck, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          SUNSHINE BUICK PONTIAC GMC TRUCK, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        

                          *                                President and Director (Principal Executive
- -----------------------------------------------------      Officer)
                  KENNETH E. JOHNS

                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-21
   44

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Lubbock Motors,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 28, 1999.


                                          LUBBOCK MOTORS, INC.

                                          By:     /s/ SCOTT L. THOMPSON
                                            ------------------------------------
                                                     SCOTT L. THOMPSON
                                                         PRESIDENT


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                /s/ SCOTT L. THOMPSON                       President and Director (Principal Executive,
- -----------------------------------------------------       Chief Financial and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Vice President
- -----------------------------------------------------
                 ROBERT E. HOWARD II

                          *                                 Secretary and Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-22
   45

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of Lubbock
Motors-F, Ltd., Lubbock Motors-T, Ltd., Rockwall Automotive-F, Ltd., Amarillo
Motors-C, Ltd., Amarillo Motors-J, Ltd., and Amarillo Motors-F, Ltd. certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement or
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on July 28, 1999.


                                          LUBBOCK MOTORS-F, LTD.
                                          LUBBOCK MOTORS-T, LTD.
                                          ROCKWALL AUTOMOTIVE-F, LTD.
                                          AMARILLO MOTORS-C, LTD.
                                          AMARILLO MOTORS-J, LTD.
                                          AMARILLO MOTORS-F, LTD.

                                          By: Lubbock Motors, Inc.

                                          By:     /s/ SCOTT L. THOMPSON
                                            ------------------------------------
                                                     SCOTT L. THOMPSON
                                                         PRESIDENT


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                /s/ SCOTT L. THOMPSON                       President and Director (Principal Executive,
- -----------------------------------------------------       Chief Financial and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Secretary and Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-23
   46

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of
Chaperral Dodge, Ltd. and Colonial Chrysler-Plymouth, Ltd. certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement or amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on July 28, 1999.


                                          CHAPERRAL DODGE, LTD.
                                          COLONIAL CHRYSLER-PLYMOUTH, LTD.

                                          By: Kutz Auto Group, Inc.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                    SCOTT L. THOMPSON


                                                      VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 President and Director (Principal Executive
- -----------------------------------------------------       Officer)
                   RONALD J. KUTZ

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-24
   47

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Kutz Auto
Group, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          KUTZ AUTO GROUP, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
                          *                                 President and Director (Principal Executive
- -----------------------------------------------------       Officer)
                   RONALD J. KUTZ

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-25
   48

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          MIKE SMITH MOTORS, INC.
                                          MIKE SMITH IMPORTS, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
                          *                                 Chairman and Director (Principal Executive
- -----------------------------------------------------       Officer)
                  CHARLES M. SMITH

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-26
   49

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          GROUP 1 HOLDINGS-T, INC.
                                          GROUP 1 HOLDINGS-GM, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 President and Secretary (Principal Executive
- -----------------------------------------------------       Officer)
                     JANET GILES

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                 ROBERT E. HOWARD II

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-27
   50

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Bob Howard
Automotive-East, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          BOB HOWARD AUTOMOTIVE-EAST, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 Chairman and President and Director
- -----------------------------------------------------       (Principal Executive Officer)
                 ROBERT E. HOWARD II

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-28
   51

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, GPI Atlanta,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 28, 1999.


                                          GPI ATLANTA, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 President and Director (Principal Executive
- -----------------------------------------------------       Officer)
                   JOHN T. TURNER

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-29
   52

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-CC, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          DELAWARE ACQUISITION-CC, L.L.C.

                                          By: Prestige Maxwell, Inc., Sole
                                          Member

                                          By:        /s/ JANET GILES
                                            ------------------------------------
                                                        JANET GILES
                                                  PRESIDENT AND SECRETARY


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
                          *                                 President and Secretary (Principal Executive
- -----------------------------------------------------       Officer)
                     JANET GILES

                          *                                 Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                   KARI L. JOHNSON

                          *                                 Director
- -----------------------------------------------------
                 ROBERT E. HOWARD II

                          *                                 Director
- -----------------------------------------------------
                  JAMES S. CARROLL

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-30
   53

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-F, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          DELAWARE ACQUISITION-F, L.L.C.

                                          By: Maxwell Holdings, Inc., Sole
                                          Member

                                          By:        /s/ JANET GILES
                                            ------------------------------------
                                                        JANET GILES
                                                  PRESIDENT AND SECRETARY


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 President and Secretary (Principal Executive
- -----------------------------------------------------       Officer)
                     JANET GILES

                          *                                 Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                   KARI L. JOHNSON

                          *                                 Director
- -----------------------------------------------------
                 ROBERT E. HOWARD II

                          *                                 Director
- -----------------------------------------------------
                  JAMES S. CARROLL

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-31
   54

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-T, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          DELAWARE ACQUISITION-T, L.L.C.

                                          By: Group 1 Holdings-T, Inc., Sole
                                          Member

                                          By:        /s/ JANET GILES
                                            ------------------------------------
                                                        JANET GILES
                                                  PRESIDENT AND SECRETARY


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
                          *                                 President and Secretary (Principal Executive
- -----------------------------------------------------       Officer)
                     JANET GILES

                          *                                 Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                   KARI L. JOHNSON

                          *                                 Director
- -----------------------------------------------------
                 ROBERT E. HOWARD II

                          *                                 Director
- -----------------------------------------------------
                  JAMES S. CARROLL

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-32
   55

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-GM, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          DELAWARE ACQUISITION-GM, L.L.C.

                                          By: Group 1 Holdings-GM, Inc., Sole
                                          Member

                                          By:        /s/ JANET GILES
                                            ------------------------------------
                                                        JANET GILES
                                                  PRESIDENT AND SECRETARY


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 President and Secretary (Principal Executive
- -----------------------------------------------------       Officer)
                     JANET GILES

                          *                                 Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                   KARI L. JOHNSON

                          *                                 Director
- -----------------------------------------------------
                 ROBERT E. HOWARD II

                          *                                 Director
- -----------------------------------------------------
                  JAMES S. CARROLL

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-33
   56

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Group 1 Realty,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 28, 1999.


                                          GROUP 1 REALTY, INC.

                                          By:     /s/ SCOTT L. THOMPSON
                                            ------------------------------------
                                                     SCOTT L. THOMPSON
                                                         PRESIDENT


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                /s/ SCOTT L. THOMPSON                       President and Director (Principal Executive,
- -----------------------------------------------------       Chief Financial and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-34
   57

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          LUBBOCK AUTOMOTIVE-M, INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 President (Principal Executive Officer)
- -----------------------------------------------------
                    GREG WESSELS

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-35
   58

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          BOB HOWARD AUTOMOTIVE-J, INC.
                                          BOB HOWARD AUTOMOTIVE-V, INC.
                                          BOB HOWARD AUTOMOTIVE-GERMAN IMPORTS,
                                          INC.


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 President and Director (Principal Executive
- -----------------------------------------------------       Officer)
                 ROBERT E. HOWARD II

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Secretary and Treasurer and Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-36
   59

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          GROUP 1 HOLDINGS, INC.
                                          GROUP 1 HOLDINGS-N, INC.

                                          By:        /s/ JANET GILES
                                            ------------------------------------
                                                        JANET GILES
                                                  PRESIDENT AND SECRETARY


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                   /s/ JANET GILES                          President and Secretary
- -----------------------------------------------------       (Principal Executive Officer)
                     JANET GILES

                          *                                 Director
- -----------------------------------------------------
                 ROBERT E. HOWARD II

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-37
   60

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Highland
Autoplex II, Ltd. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 28, 1999.


                                          HIGHLAND AUTOPLEX II, LTD.

                                          By: Highland Autoplex, Inc.
                                              General Partner


                                          By:     /s/ SCOTT L. THOMPSON

                                            ------------------------------------

                                                     SCOTT L. THOMPSON


                                                       VICE PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of July, 1999.





                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         

                          *                                 President and Director (Principal Executive
- -----------------------------------------------------       Officer)
              THOMAS NYLE MAXWELL, JR.

                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON

                          *                                 Director
- -----------------------------------------------------
                   FRANK R. TODARO

             *By: /s/ SCOTT L. THOMPSON
  ------------------------------------------------
                  SCOTT L. THOMPSON
                 AS ATTORNEY-IN-FACT



                                      II-38
   61

                               INDEX TO EXHIBITS




  EXHIBIT
    NO.                              DESCRIPTION
  -------                            -----------
          
     *1.1    -- Form of Underwriting Agreement (Debt Securities).
     *1.2    -- Form of Underwriting Agreement (Preferred Stock).
     *1.3    -- Form of Underwriting Agreement (Common Stock).
      4.1    -- Restated Certificate of Incorporation of the Company
                (incorporated by reference to Exhibit 3.1 to the
                Company's Registration Statement on Form S-1
                (Registration No. 333-29893)).
      4.2    -- Bylaws of the Company (incorporated by reference to
                Exhibit 3.3 to the Company's Registration Statement on
                Form S-1 (Registration No. 333-29893)).
      4.3    -- Certificate of Designation of Series A Junior
                Participating Preferred Stock (incorporated by reference
                to Exhibit 3.2 of the Company's Registration Statement on
                Form S-1 (Registration No. 333-29893)).
      4.4    -- Form of Senior Indenture (incorporated by reference to
                Exhibit 4.4 to Group 1's Registration Statement on Form
                S-3 (Registration No. 333-69693)).
      4.5    -- Form of Subordinated Indenture (incorporated by reference
                to Exhibit 4.5 to Group 1's Registration Statement on
                Form S-3 (Registration No. 333-69693)).
      4.6    -- Form of Senior Debt Securities (included in Exhibit 4.4).
      4.7    -- Form of Subordinated Debt Securities (included in Exhibit
                4.5).
      4.8    -- Rights Agreement between the Company and ChaseMellon
                Shareholders Services, L.L.C., as rights agent dated
                October 3, 1997 (incorporated by reference to Exhibit
                10.10 of the Company's Registration Statement on Form S-1
                (Registration No. 333-29893)).
      4.9    -- Third Amended and Restated Revolving Credit Agreement
                Among the Company, its Subsidiary Borrowers and the banks
                listed therein dated May 12, 1999 (incorporated by
                reference to Exhibit 10.1 of the Company's Current Report
                on Form 8-K filed May 25, 1999).
     *4.10   -- Form of Depositary Agreement.
     *4.11   -- Form of Depositary Receipt.
   ***5.1    -- Opinion of Vinson & Elkins L.L.P. as to the legality of
                the securities being registered.
   **12.1    -- Computation of Ratio of Earnings to Fixed Charges.
  ***23.1    -- Consent of Arthur Andersen LLP.
  ***23.2    -- Consent of Vinson & Elkins L.L.P. (see Exhibit 5.1).
     24.1    -- Powers of attorney (included in the signature page of
                this Registration Statement).
 ****25.1    -- Form T-1 Statement of Eligibility of Trustee under the
                Senior Indenture.
 ****25.2    -- Form T-1 Statement of Eligibility of Trustee under the
                Subordinated Indenture.
  ***99.1    -- Form of Lock-Up Agreement.



- ---------------
   * To be filed as an exhibit to a Current Report on Form 8-K.

  ** Previously filed.


 *** Filed herewith.

**** To be filed in accordance with the requirements of Section 305(b)(2) of the
     Trust Indenture Act and Rule 5b-3 promulgated thereunder.

EX-5.1

   1
                                                                     EXHIBIT 5.1





(713) 758-2222                                                    (713) 758-2346



                                 July 27, 1999




Group 1 Automotive, Inc.
950 Echo Lane, Suite 350
Houston, Texas 77024

Ladies and Gentlemen:

         We acted as counsel for Group 1 Automotive, Inc., a Delaware
corporation (the "Company") and the Subsidiary Guarantors (as defined below),
in connection with the registration by the Company and the Subsidiary
Guarantors, under the Securities Act of 1933, as amended (the "Securities
Act"), of the offer and sale (a) by the Company from time to time, pursuant to
Rule 415 under the Securities Act, of (i) unsecured debt securities, in one or
more series, consisting of notes, debentures or other evidences of indebtedness
("Debt Securities"), (ii) shares of preferred stock, par value $.01 per share,
of the Company in one or more series ("Preferred Stock"), which may be issued
in the form of depositary shares evidenced by depositary receipts ("Depositary
Shares") and (iii) shares of common stock, par value $.01 per share, of the
Company including attached preferred share purchase rights ("Common Stock") and
(b) by the subsidiaries of the Company (the "Subsidiary  Guarantors") from time
to time, pursuant to Rule 415 under the Securities Act of guarantees of the
obligations of the Company under the Debt Securities (the "Guarantees").  The
aggregate initial offering price of the Debt Securities, Preferred Stock,
Depositary Shares and Common Stock offered by the Company in any such offering
will not exceed $86,000,000 or, if applicable, the equivalent thereof in any
other currency or currency unit.  The term "Securities" shall collectively
refer to the Debt Securities, the Preferred Stock, the Depositary Shares, the
Common Stock offered by the Company and the Guarantees.  The Securities will be
offered in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale and to be set forth in supplements to the
Prospectus contained in the Company's Form S-3 Registration Statement, as
amended (the "Registration Statement"), to which this opinion is an exhibit.

         In addition, we acted as counsel for the Company in connection with
the registration by the Company under the Securities Act of the offer and sale
by the stockholders named in the Registration Statement from time to time of up
to an aggregate of 883,116 shares (the "Shares") of Common Stock.
   2
Page 2
July 27, 1999


         We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Certificate of Incorporation and
Bylaws (or other organizational documents) of the Company and each of the
Subsidiary Guarantors, (ii) the form of Senior Indenture ("Senior Debt
Indenture") relating to senior debt of the Company ("Senior Debt Securities"),
including any Guarantees thereof, included as an exhibit to the Registration
Statement, (iii) the form of Subordinated Indenture (the "Subordinated Debt
Indenture" and collectively with the Senior Debt Indenture, the "Indentures")
relating to subordinated debt of the Company ("Subordinated Debt Securities"),
including any Guarantees thereof, included as an exhibit to the Registration
Statement, and (iv) such other certificates, instruments and documents as we
considered appropriate for purposes of the opinions hereafter expressed.  In
addition, we reviewed such questions of law as we considered appropriate.

         In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), have become effective; (ii) a Prospectus Supplement will have been
prepared and filed with the Commission describing any Securities offered
thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the applicable Prospectus Supplement; (iv) each
Indenture will be duly authorized, executed and delivered by the parties
thereto in substantially the form reviewed by us; (v) each person signing each
Indenture will have the legal capacity and authority to do so; (vi) at the time
of any offering or sale of any shares of Common Stock or Preferred Stock by the
Company, that the Company will have such number of shares of Common Stock or
Preferred Stock, as set forth in such offering or sale, authorized, established
(if applicable) and available for issuance; (vii) a definitive purchase,
underwriting or similar agreement with respect to any Securities offered will
have been duly authorized and validly executed and delivered by the Company and
the other parties thereto; and (viii) Securities issuable upon conversion,
exchange or exercise of any Securities being offered will have been duly
authorized, established (if appropriate) and reserved for issuance upon such
conversion, exchange or exercise (if appropriate).

         In addition, in connection with this opinion, with respect to
Subsidiary Guarantors that were organized in jurisdictions other than Texas or
Delaware, we have assumed that the applicable laws of such jurisdictions are
the same as the laws of Texas.

         Based upon the foregoing examination and review, we are of the opinion
that:

         (i)     When (a) the applicable Indenture has been duly qualified
                 under the Trust Indenture Act of 1939, as amended (the "TIA"),
                 (b) the board of directors of the Company (or a duly
                 authorized committee thereof) has taken all necessary action
                 to approve the issuance and terms of any Debt Securities, (c)
                 the terms of such Debt Securities and of their issuance and
                 sale have been duly established in conformity with the
                 applicable Indenture so as not to violate any applicable law
                 or result in a default under or breach of any agreement or
                 instrument binding upon the Company and so
   3
Page 3
July 27, 1999


                 as to comply with any requirements or restriction imposed by
                 any court or governmental body having jurisdiction over the
                 Company, and (d) such Debt Securities have been duly executed
                 and authenticated in accordance with the applicable Indenture
                 and issued and sold as contemplated in the Registration
                 Statement, such Debt Securities will constitute valid and
                 legally binding obligations of the Company, subject to
                 bankruptcy, insolvency (including, without limitation, all
                 laws relating to fraudulent transfers), reorganization,
                 moratorium and similar laws relating to or affecting
                 creditors' rights generally and to general equitable
                 principles, and any shares of Common Stock issued upon
                 conversion of any such Debt Securities in accordance with the
                 terms of the applicable Indenture will be duly authorized,
                 validly issued, fully paid and nonassessable.

         (ii)    When (a) the applicable Indenture has been duly qualified
                 under the Trust Indenture Act of 1939, as amended (the "TIA"),
                 (b) the board of directors of the applicable Subsidiary
                 Guarantor (or a duly authorized committee thereof) or the
                 other applicable governing body has taken all necessary action
                 to approve the issuance and terms of any Guarantee, (c) the
                 terms of such Guarantee have been duly established in
                 conformity with the applicable Indenture so as not to violate
                 any applicable law or result in a default under or breach of
                 any agreement or instrument binding upon such Subsidiary
                 Guarantor and so as to comply with any requirements or
                 restriction imposed by any court or governmental body having
                 jurisdiction over such Subsidiary Guarantor, and (d) such
                 Guarantees have been duly executed and authenticated in
                 accordance with the applicable Indenture and the Debt
                 Securities relating to such Guarantees have been issued and
                 sold as contemplated in the Registration Statement, such
                 Guarantees will constitute valid and legally binding
                 obligations of such Subsidiary Guarantor, subject to
                 bankruptcy, insolvency (including, without limitation, all
                 laws relating to fraudulent transfers), reorganization,
                 moratorium and similar laws relating to or affecting
                 creditors' rights generally and to general equitable
                 principles.

         (iii)   When (a) the Board of Directors of the Company (or a duly
                 authorized committee thereof) has taken all necessary
                 corporate action to approve the issuance and sale of any
                 shares of Common Stock or of any series of Preferred Stock
                 (and Depositary Shares, if applicable), and (b) such shares
                 have been issued and sold as contemplated in the Registration
                 Statement, all such shares will be duly authorized, validly
                 issued, fully paid and nonassessable.

         (iv)    The Shares have been validly authorized for issuance and are
                 validly issued, fully paid and nonassessable.

         The foregoing opinions are limited to the laws of the United States of
America and the State of Texas and to the General Corporation Law of the State
of Delaware.
   4
Page 4
July 27, 1999



         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters."  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.

                                        /s/ Vinson & Elkins L.L.P.

EX-23.1

   1
                                                                  EXHIBIT 23.1

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 3, 1999
included in Group 1 Automotive, Inc.'s Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included or incorporated by
reference in this registration statement.


ARTHUR ANDERSEN LLP



Houston, Texas
July 28, 1999

EX-99.1

   1
                                                                    EXHIBIT 99.1

                               LOCK-UP AGREEMENT



     THIS LOCK-UP AGREEMENT ("Agreement") dated as of June 24, 1999, between
Group 1 Automotive, Inc., a Delaware corporation (the "Company") and the
undersigned holder ("Stockholder") of Common Stock of the Company.

     WHEREAS, the Company has requested that the Stockholder agree not to sell
any shares of Common Stock of the Company until July 15, 2000, except in an
offering registered with the Securities and Exchange Commission ("SEC")
initiated by the Company; and

     WHEREAS, in consideration of Stockholder agreeing not to sell shares of
Common Stock of the Company, the Company has agreed to initiate an offering
registered with the SEC of a portion of the shares of Common Stock of the
Company held by Stockholder.

     NOW, THEREFORE, for and in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows.

     1.   Stockholder is the beneficial owner of the number of shares of Common
Stock of the Company set forth after his name on Schedule I attached hereto and
desires to sell up to the number of shares of Common Stock of the Company set
forth after his name on Schedule I attached hereto in an offering registered
with the SEC.

     2.   Stockholder hereby irrevocably agrees, except for the number of
shares of the Company set forth after his name on Schedule I attached hereto to
be included in a registration statement to be filed with the SEC and sold in an
offering registered with the SEC as shall be determined by the Company, that
Stockholder will not, directly or indirectly, sell, lend, offer, contract to
sell, transfer the economic risk of ownership in, make any short sale, pledge
or otherwise dispose of or transfer any shares of Common Stock or any
securities convertible into or exchangeable or exercisable for or any other
rights to purchase or acquire Common Stock without the prior written consent of
the Company for a period from the date hereof until the earliest of (i) 60 days
following the death of Stockholder; (ii) 60 days following the time at which
Stockholder is determined to be "permanently disabled" (for purposes of the
immediately preceding sentence, "permanently disabled" shall mean a condition
(certified by a licensed physician, selected by the Company) rendering
Stockholder unable to engage in employment that is substantially similar to
Stockholder's current employment); or (iii) July 15, 2000.  Notwithstanding the
foregoing, if Stockholder is an individual, he or she may transfer any shares
of Common Stock or securities convertible into or exchangeable or exercisable
for Common Stock either during his or her lifetime or on death by will or
intestacy to his or her immediate




                                     -1-
   2
family or to a trust the beneficiaries of which are exclusively the undersigned
and/or a member or members of his or her immediate family; provided, however,
that prior to any such transfer each transferee shall execute an agreement,
satisfactory to the Company, pursuant to which each transferee shall agree to
receive and hold such shares of Common Stock, or securities convertible into or
exchangeable or exercisable for the Common Stock, subject to the provisions
hereof, and there shall be no further transfer except in accordance with the
provisions hereof.  For the purposes of this paragraph, "immediate family"
shall mean spouse, lineal descendant, father, mother, brother or sister of the
transferor.  The Stockholder understands that the agreements of the Stockholder
are irrevocable and shall be binding upon the Stockholder's heirs, legal
representatives, successors and assigns.

     3.   Whether or not the offering registered with the SEC actually occurs
depends on a number of factors, including market conditions.  Any offering
registered with the SEC will only be made pursuant to one or more agreements
(each a "Purchase Agreement"), the terms of which are subject to agreement
between the Company and either the underwriters, dealers, agents or direct
purchasers (the "Purchasers"), depending on the type of offering.  The
Stockholder agrees and consents to the entry of stop transfer instructions with
the Company's transfer agent against the transfer of Common Stock or other
securities of the Company held by the Stockholder except in compliance with
this Agreement.

     4.   Attached hereto as Appendix A is a form of Power of Attorney and
Custody Agreement that the Stockholder agrees to execute contemporaneous with
the execution of this Agreement.

     5.   The Company shall, as expeditiously as reasonably possible, and in
any case prior to August 1, 1999, prepare and file with the SEC a registration
statement with respect to the shares of Common Stock that Stockholder desires
to sell as set forth in paragraph 1 and use its best efforts to cause such
registration statement to become and remain effective; provided, however, that
the Company shall have no obligation to maintain the effectiveness of any
registration statement filed hereunder or to cause the information therein to
remain current for more that such period as is customary and is required by the
Purchaser in the offering registered with the SEC.  The Company shall select
the Purchaser or Purchasers, as the case may be, with respect to the offering
of the shares of Common Stock held by the Stockholder.  The Company shall
cooperate with the Purchasers as the Purchasers may reasonably request in
facilitating the offeng registered with the SEC.

     6.   All expenses incurred in connection with a registration statement
pursuant to this Agreement, including without limitation all registration and
qualification fees, printing and accounting fees, and fees and disbursements of
counsel for the Company and the Stockholder, shall be borne by the Company.
The Stockholder shall pay the Purchasers' discounts and commissions applicable
to the Common Stock sold by the Stockholder.  In addition, the Stockholder
shall pay his or her own costs for experts or professionals (other than
counsel) employed by the Stockholder or on his or her behalf in connection with
the registration of the




                                     -2-
   3
Common Stock under this Agreement.

     7.   The Company agrees to indemnify the Stockholder with respect to the
offering registered with the SEC of Common Stock pursuant to this Agreement as
set forth in Appendix B attached hereto.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.

     STOCKHOLDER                   GROUP 1 AUTOMOTIVE, INC.


     ________________________      By: ________________________
                                        B. B. Hollingsworth, Jr.
                                        Chairman, President and
                                        Chief Executive Officer




                                     -3-
   4
                                                                      APPENDIX B

INDEMNIFICATION

          (a)  The Company will, if  Common Stock held by a Stockholder is
     included in the securities as to which such registration, qualification or
     compliance is being effected, indemnify such Stockholder, each of its
     officers and directors, and each person controlling such Stockholder, with
     respect to which registration, qualification or compliance has been
     effected pursuant to this Agreement, and each Purchaser, if any, and each
     person who controls any Purchaser, against all claims, losses, damages and
     liabilities (or actions in respect thereof') arising out of or based on
     any untrue statement (or alleged untrue statement) of a material fact
     contained in any prospectus, offering circular or other document
     (including any related registration statement, notification or the like)
     incident to any such registration, qualification or compliance, or  based
     on any omission (or alleged omission) to state therein a material fact
     required to be stated therein or necessary to make the statements not
     misleading, or any violation by the Company of any rule or regulation
     promulgated under the Securities Act of 1933, as amended (the "Act"), or
     of any other federal, state or common law! applicable to the Company and
     relating to any action or inaction required of the Company in connection
     with any such registration, qualification or compliance, and will
     reimburse each such Stockholder, each of its officers and directors, and
     each person controlling such Stockholder, each such Purchaser and each
     person who controls any such Purchaser, for any legal and any other
     expenses reasonably incurred in connection with investigating or defending
     any such claim, loss, damage, liability. or action, provided that the
     Company will not be liable in any such case to the extent that any such
     claim, loss, damage, liability or  expense arises out of or is based on
     any untrue statement or omission based upon written information furnished
     to the Company by an instrument duly executed by such Stockholder or
     Purchaser and stated to be specifically for use therein.  Such indemnity
     shall remain in full force and effect regardless of any investigation made
     by or on behalf of such party and shall survive the subsequent transfer of
     shares of Common Stock by the seller thereof and the transfer of any
     shares of Common Stock of the Company which were the subject of such
     registration, qualification or listing.

          (b)  Each Stockholder will, if  Common Stock held by such Stockholder
     is included in the securities as to which such registration, qualification
     or compliance is being effected, indemnify the Company, each of its
     directors and officers, each legal counsel and independent accountant of
     the Company, each Purchaser, if any, of the Company's securities covered
     by such a registration statement, each person who controls the Company or
     such Purchaser within the meaning of the Act, and each other Stockholder
     registering Common Stock, each of its officers and directors and each
     person controlling such Stockholder, against all claims, losses, damages
     and liabilities (or actions in respect thereof) arising out of or based on
     any untrue statement (or alleged untrue statement) of a material fact
     contained in any such registration statement, prospec-




                                     -4-
   5
     tus, offering circular or other document, or any omission (or alleged
     omission) to state therein a material fact required to be stated therein
     or necessary to make the statements therein not misleading, and will
     reimburse the Company, such Stockholders, such directors, officers,
     persons, Purchasers or control persons for any legal or any other expenses
     reasonably incurred in connection with investigating or defending any such
     claim, loss, damage, liability or action, in each case to the extent, but
     only to the extent, that such untrue statement (or alleged untrue
     statement) or omission (or alleged omission) is made in such registration
     statement, prospectus, offering circular or other document in reliance
     upon and in conformity with written information furnished to the Company
     by an instrument duly executed by such Stockholder and stated to be
     specifically for use therein; provided, however, that (i) the obligations
     of such Stockholders hereunder shall be limited to an amount equal to the
     proceeds to each such Stockholder of Common Stock sold as contemplated
     herein and (ii) the indemnity for untrue statements or omissions described
     above shall not apply if the Stockholder providing such written
     information provides the Company with such additional written information
     prior to the effectiveness of the registration as is required to make the
     previously supplied written information true and complete, together with a
     description in reasonable detail of the information previously supplied
     which was untrue or incomplete.

          (c)  Each party entitled to indemnification hereunder (the
     "Indemnified Party") shall give notice to the party required to provide
     indemnification (the "Indemnifying Party") promptly after such Indemnified
     Party has actual knowledge of any claim as to which indemnity may be
     sought, and shall permit the Indemnifying Party to assume the defense of
     any such claim or any litigation resulting therefrom, provided that
     counsel for the Indemnifying Party, who shall conduct the defense of such
     claim or litigation, shall be approved by the Indemnified Party (whose
     approval shall not unreasonably be withheld), and the Indemnified Party
     may participate in such defense at such party's expense, and provided
     further that the failure of any Indemnified Party to give notice as
     provided herein shall not relieve the Indemnifying Party of its
     obligations under this Agreement.  After notice from the Indemnifying
     Party to the Indemnified Party of its election to assume the defense of
     such claim or litigation, the Indemnifying Party will not be liable to
     such Indemnified Party for any legal or other expenses subsequently
     incurred by such Indemnified Party in connection with the defense thereof
     other than reasonable costs of investigation, unless the Indemnifying
     Party abandons the defense of such claim or litigation.  No Indemnifying
     Party, in the defense of any such claim or litigation, shall, except with
     the consent of each Indemnified Party, consent to entry of any judgment or
     enter into any settlement which does not include as an unconditional term
     thereof the giving by the claimant or plaintiff to such Indemnified Party
     of a release from all liability in respect to such claim or litigation.
     No Indemnified Party shall consent to the entry of any judgment or enter
     into any settlement without the prior written consent of the Indemnifying
     Party.




                                     -5-