S-8

As filed with the Securities and Exchange Commission on August 13, 2009

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GROUP 1 AUTOMOTIVE, INC.

(Exact name of registrant as specified in its charter)

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

800 Gessner, Suite 500 Houston, Texas 77024

(Address of principal executive offices, including zip code)

GROUP 1 AUTOMOTIVE, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Darryl M. Burman

Vice President, General Counsel & Corporate Secretary

800 Gessner, Suite 500

Houston, Texas 77024

(Name and address of agent for service)

(713) 647-5700

(Telephone number, including area code, of agent for service)

Copies to:

Gillian A. Hobson

Vinson & Elkins L.L.P.

2500 First City Tower, 1001 Fannin

Houston, Texas 77002-6760

(713) 758-2222

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Stock, par value $0.01 per share (3)	1,000,000 shares	$31.46	$31,460,000	$1,755.47

(1) Under General Instruction E of Form S-8, this registration statement registers an additional 1,000,000 shares of common stock to be issued under the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan (the “Plan”). A registration statement (Registration No. 333-42165) was previously filed with the Securities and Exchange Commission (the “Commission”) on December 12, 1997 covering 200,000 shares of common stock to be issued under the Plan, a registration statement (Registration No. 333-70043) was previously filed with the Commission on December 31, 1998 covering 800,000 shares of common stock to be issued under the Plan, a registration statement (Registration No. 333-75754) was previously filed with the Commission on December 21, 2001 covering 500,000 shares of common stock to be issued under the Plan, a registration statement (Registration No. 333-106486) was previously filed with the Commission on June 25, 2003 covering 500,000 shares of common stock to be issued under the Plan and a registration statement (Registration No. 333-137081) was previously filed with the Commission on August 31, 2006 covering 500,000 shares of common stock to be issued under the Plan.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low prices reported on the New York Stock Exchange on August 12, 2009 ($31.46 per share).

(3) Pursuant to Rule 416(a) under the Securities Act this registration statement also covers any additional shares of common stock which become issuable under the antidilution provision of the plan being registered pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration, which results in an increase in the number of the registrant’s outstanding shares of common stock.

PART II

INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

This registration statement registers an additional 1,000,000 of shares of common stock, par value $.01 per share, of Group 1 Automotive, Inc. (“Group 1”), to be offered under the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan. The contents of the previous registration statement on Form S-8 filed by Group 1 with the Commission on December 12, 1997 (Registration No. 333-42165), December 31, 1998 (Registration No. 333-70043), December 21, 2001 (Registration No. 333-75754), June 25, 2003 (Registration No. 333-106486) and August 31, 2006 (Registration No. 333-137081), with respect to the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan, (collectively, the “Prior Registration Statements”), including each of the documents filed with the Commission and incorporated (or deemed to be incorporated) by reference therein, are incorporated by reference into this registration statement pursuant to General Instruction E to Form S-8 regarding registration of additional securities. In addition, all exhibits required by General Instruction E to Form S-8 are filed as exhibits hereto.

Item 8. Exhibits.

5.1	Opinion of Vinson & Elkins L.L.P.
10.1	Eighth Amendment to Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan.
10.2	Ninth Amendment to Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit A of the Group 1 Automotive, Inc. Proxy Statement (File No. 001-13461) filed on April 9, 2009).
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature page to this Registration Statement).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 13, 2009.

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

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on August 13, 2009.

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

EXHIBIT INDEX

5.1	Opinion of Vinson & Elkins L.L.P.
10.1	Eighth Amendment to Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan.
10.2	Ninth Amendment to Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit A of the Group 1 Automotive, Inc. Proxy Statement (File No. 001-13461) filed on April 9, 2009).
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature page to this Registration Statement).

EX-5.1

EXHIBIT 5.1

August 13, 2009

Group 1 Automotive, Inc.

800 Gessner, Suite 500

Houston, Texas 77024

Ladies and Gentlemen:

We have acted as counsel for Group 1 Automotive, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of up to 1,000,000 shares of Common Stock, par value $.01 per share (the “Shares”), pursuant to the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan (the “Plan”).

In connection with the foregoing, we have examined or are familiar with the (i) Restated Certificate of Incorporation of the Company, (ii) the Amended and Restated Bylaws of the Company, (iii) the corporate proceedings with respect to the issuance of the Securities, (iv) the Registration Statement on Form S-8 (File No. 333-42165) filed on December 12, 1997 covering the registration of 200,000 shares of common stock issuable under the Plan, (v) the Registration Statement on Form S-8 (File No. 333-70043) filed on December 31, 1998 covering the registration of 800,000 shares of common stock issuable under the Plan, (vi) the Registration Statement on Form S-8 (File No. 333-75754) filed on December 21, 2001 covering the registration of 500,000 shares of common stock issuable under the Plan, (vii) the Registration Statement on Form S-8 (File No. 333-106486) filed on June 25, 2003 covering the registration of 500,000 shares of common stock issuable under the Plan, (viii) the Registration Statement on Form S-8 (File No. 333-137081) filed on August 31, 2006 covering the registration of 500,000 shares of common stock issuable under the Plan, and (ix) such other certificates, instruments and documents as we have considered necessary or appropriate for purposes of this opinion.

In connection with rendering the opinion set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct, (ii) all signatures on all documents examined by us are genuine, (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents and (iv) each person signing the documents we examined has the legal capacity and authority to do so.

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

Group 1 Automotive, Inc.         August 13, 2009         Page 2

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and when the Shares are issued in accordance with the provisions of the Plan, they will be validly issued and fully paid and non-assessable.

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

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

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

Very truly yours

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

EX-10.1

EXHIBIT 10.1

EIGHTH AMENDMENT TO

GROUP 1 AUTOMOTIVE, INC.

1998 EMPLOYEE STOCK PURCHASE PLAN

WHEREAS, GROUP 1 AUTOMOTIVE, INC. (the “Company”) has heretofore adopted the GROUP 1 AUTOMOTIVE, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN (the “Plan”);

WHEREAS, the Company desires to designate certain subsidiaries of the Company located in the United Kingdom as Participating Companies of the Plan; and

WHEREAS, the Company desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan is hereby amended as follows:

I. Effective as of October 1, 2007:

1.        The phrase “Except as provided in subparagraph 10(b),” at the beginning of the first sentence of Section 10(a) of the Plan shall be deleted.

2.        Section 10(b) of the Plan shall be deleted.

3.        The attached Exhibit A shall be added as an appendix to the Plan.

II. As amended hereby, the Plan is specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the undersigned has caused these presents to be executed this 8th day of August, 2007, effective for all purposes as provided above.

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

EXHIBIT A

GROUP 1 AUTOMOTIVE, INC.

1998 EMPLOYEE STOCK PURCHASE PLAN

UNITED KINGDOM APPENDIX

(governing the grant of options to persons in the United Kingdom)

1. This United Kingdom Appendix constitutes the United Kingdom section of the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan and incorporates all the rules of the Plan subject to the modifications set out in this United Kingdom Appendix. All options granted to persons in the United Kingdom, and only such options, shall be subject to the provisions of this United Kingdom Appendix.

2. Words and expressions defined in the Plan shall have the same meanings when used in this United Kingdom Appendix.

3. The following two paragraphs shall be added to the end of Section 19(h) of the Plan:

“The Company or a Participating Company may, without the need for authority or consent, withhold any amount and make any arrangement it considers necessary to meet any liability of the participant to taxation or National Insurance (social security) in connection with the grant, exercise or cancellation of an option.

The participant may be required to agree to the transfer to him/her of any secondary National Insurance contributions for which the Company, a Participating Company or any other person (other than the participant) is liable for as a consequence of the grant exercise, release or assignment of an option.”

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan of our reports dated February 24, 2009 (except for Notes 2, 7, 9, 15, 18, and 19, as to which the date is August 11, 2009), with respect to the consolidated financial statements of Group 1 Automotive, Inc. included in the Current Report (Form 8-K) of Group 1 Automotive, Inc. dated August 11, 2009 and February 24, 2009, with respect to the effectiveness of internal control over financial reporting of Group 1 Automotive, Inc., included in the Annual Report (Form 10-K/A) of Group 1 Automotive, Inc. for the year ended December 31, 2008, both filed with the Securities and Exchange Commission.

Houston, Texas August 13, 2009 /s/ Ernst & Young LLP