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): July 31, 2003


                            Group 1 Automotive, Inc.
             (Exact name of Registrant as specified in its charter)




          Delaware                        1-13461                 76-0506313
(State or other jurisdiction of   (Commission File Number)     (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
                      July 31, 2003 reporting on financial results.


Item 12. Results of Operations and Financial Condition

     On July 31, 2003, Group 1 Automotive, Inc., a Delaware corporation (the
"Company"), announced its financial results for the second quarter and six
months ended June 30, 2003. On July 31, 2003, the Company issued a press release
relating to such financial results.

     As provided in General Instructions B.6 of Form 8-K, the information in
this Current Report shall not be deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, 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.



    July 31, 2003               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
                        July 31, 2003 reporting on financial results.