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): October 24, 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
                        October 24, 2002 reporting on financial results.


ITEM 9.  REGULATION FD DISCLOSURE

         On October 24, 2002, Group 1 Automotive, Inc., a Delaware corporation
(the "Company"), announced its financial results for the three months and nine
months ended September 30, 2002. On October 24, 2002, the Company issued a press
release relating to such financial results. 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.



    October 24, 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
                        October 24, 2002 reporting on financial results.