FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * HEIMANN M L DICK   2. Issuer Name and Ticker or Trading Symbol LITHIA MOTORS INC [LAD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President of Corporate Affairs (Last) (First) (Middle) 360 E. JACKSON ST. 3. Date of Earliest Transaction (Month/Day/Year) 08/03/2006 (Street) MEDFORD, OR 97501 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common 08/03/2006   P   300 A $ 25.73 135,420 D   Class A Common 08/03/2006   P   4,700 A $ 25.93 140,120 D   Class A Common               26,256 I By 401(k) Class A Common               15,964 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common

$ 0

(1)

(1)

Class A Common

1,390,188

1,390,188 (2)

I

Interest owned by a LLC

Stock Option (2000sd) (NQ) (right to buy)

$ 16.75

(3)

01/06/2010

Class A Common

22,010

22,010

D

Stock Option (2002nq) (right to buy)

$ 15.13

12/26/2007

12/26/2012

Class A Common

16,000

16,000

D

Stock Option (right to buy)

$ 29.42

03/11/2009

03/11/2010

Class A Common

16,002

16,002

D

Stock Option (right to buy)

$ 27.58

02/09/2010

02/09/2011

Class A Common

18,000

18,000

D

Stock Option (2001) (NQ) (right to buy)

$ 1

12/26/2005

12/26/2010

Class A Common

16,000

16,000

D

Stock Option (2001nq) (right to buy)

$ 19.24

12/26/2006

12/26/2011

Class A Common

16,000

16,000

D

Stock Option (2001sd) (NQ) (right to purchase)

$ 11.81

(4)

12/26/2010

Class A Common

31,788

31,788

D

Stock Option (right to buy)

$ 31.67

03/10/2011

03/10/2012

Class A Common

18,000

18,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HEIMANN M L DICK 360 E. JACKSON ST. MEDFORD, OR 97501	X		President of Corporate Affairs

Signatures

By: Cliff E. Spencer, Attorney in Fact for		08/03/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion.
(2)	The Class B Common stock is owned by Heimann Family, LLC, of which M.L. Dick Heimann is the majority member and its sole manager and he has elected to report all of the securities owned by the LLC as being beneficially owned by him.
(3)	The options vest as follows: 13,627 on 1/6/01 and 8,383 on 1/6/02.
(4)	The options vest 8,360 shares on 12/26/00, 2,108 on 12/26/02, 10,565 on 12/26/03 and 10,755 on 12/26/04

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