SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): August 13, 2002


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


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


                            950 Echo Lane, Suite 100
                              Houston, Texas 77024
               (Address of principal executive offices) (Zip code)

                                 (713) 647-5700
               (Registrant's telephone number including area code)







ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


     (c) Exhibits


                     
              99.1      Press Release of Group 1 Automotive, Inc. dated as of August 13, 2002 reporting on
                        its compliance with SEC Order No. 4-460 issued June 27, 2002.



ITEM 9.  REGULATION FD DISCLOSURE

         On August 13, 2002, Group 1 Automotive, Inc., a Delaware corporation,
announced that it had complied with SEC Order No-4-460 issued June 27, 2002. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference. In accordance with General Instruction B.2. of Form 8-K,
the information contained in such press release shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such a filing.






                                   SIGNATURES

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


                                          Group 1 Automotive, Inc.



    August 14, 2002                       By:      /s/ Scott L. Thompson
----------------------------                 -----------------------------------
        Date                                  Scott L. Thompson, Executive Vice
                                              President, Chief Financial Officer
                                              and Treasurer






                                INDEX TO EXHIBITS



Exhibit No.             Description
-----------             -----------

                    
        99.1            Press Release of Group 1 Automotive, Inc. dated as of August 13, 2002 reporting on
                        its compliance with SEC Order No. 4-460 issued June 27, 2002.