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): June 3, 2004


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


                                                                               
           Delaware                                                                      76-0506313
(State or other jurisdiction of                       1-13461                         (I.R.S. Employer
incorporation or organization)                (Commission File Number)               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 June 3,
                  2004 reporting on presentation at Goldman, Sachs & Co.
                  Retailing Conference.

ITEM 9. REGULATION FD DISCLOSURE

         On June 3, 2004, Group 1 Automotive, Inc., a Delaware corporation,
announced that executive management will present at the Goldman, Sachs & Co.
Fourth Annual Small Cap Retail Conference. 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.


         June 3, 2004                 By:      /s/ Robert T. Ray
------------------------------           --------------------------------------
             Date                        Robert T. Ray, Senior 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 June 3,
                  2004 reporting on presentation at Goldman, Sachs & Co.
                  Retailing Conference.