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 4, 2004


                            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 5. OTHER EVENTS

      On June 4, 2004, Group 1 Automotive, Inc., a Delaware corporation,
announced the completion of the acquisition of the Peterson Automotive Group, a
new California platform. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

 (c) Exhibits

         99.1   Press Release of Group 1 Automotive, Inc. dated as of
                June 4, 2004 announcing the acquisition of the Peterson
                Automotive Group.

                                   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 4, 2004                 By: /s/ Robert T. Ray
   ---------------------               -----------------------------------
          Date                         Robert T. Ray, Senior Vice President,
                                       Chief Financial Officer and Treasurer


                                INDEX TO EXHIBITS



     Exhibit
     Number                       Description
     ------                       -----------

      99.1      Press Release of Group 1 Automotive, Inc. dated as of
                June 4, 2004 announcing the acquisition of the Peterson
                Automotive Group.