1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



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

                  For the quarterly period ended March 31, 2001


                         Commission file number: 1-13461


                            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)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---     ---

         Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

                Title                                  Outstanding
                -----                                  -----------
      Common stock, par value $.01                     19,481,283


   2



PART I.  FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


                    GROUP 1 AUTOMOTIVE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                             (dollars in thousands)



                                                                 MARCH 31,      DECEMBER 31,
                                                                   2001             2000
                                                               -------------    -------------
                                                                (unaudited)
                                                                         
        ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                    $     144,893    $     140,878
  Accounts and notes receivable, net                                  38,232           39,709
  Inventories, net                                                   511,060          527,101
  Deferred income taxes                                                7,690            7,661
  Other assets                                                         3,999            5,190
                                                               -------------    -------------
         Total current assets                                        705,874          720,539
                                                               -------------    -------------

PROPERTY AND EQUIPMENT, net                                           71,307           70,901
GOODWILL, net                                                        281,245          285,892
OTHER ASSETS                                                          22,471           22,221
                                                               -------------    -------------
         Total assets                                          $   1,080,897    $   1,099,553
                                                               =============    =============

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Floorplan notes payable                                      $     498,192    $     536,707
  Current maturities of long-term debt                                 1,266            1,506
  Accounts payable                                                    70,349           57,872
  Accrued expenses                                                    52,194           69,685
                                                               -------------    -------------
         Total current liabilities                                   622,001          665,770
                                                               -------------    -------------

DEBT, net of current maturities                                       65,555           45,949
SENIOR SUBORDINATED NOTES                                             94,481           94,444
DEFERRED INCOME TAXES                                                  9,449            8,668
OTHER LIABILITIES                                                     36,967           37,306

STOCKHOLDERS' EQUITY:
  Preferred stock, 1,000,000 shares authorized, none
    issued or outstanding                                                 --               --
  Common stock, $.01 par value, 50,000,000 shares
    authorized, 19,716,069 and 21,260,227 issued                         197              213
  Additional paid-in capital                                         153,291          170,683
  Retained earnings                                                  101,838           92,517
  Treasury stock, at cost, 294,004 and 1,494,488 shares               (2,882)         (15,997)
                                                               -------------    -------------
         Total stockholders' equity                                  252,444          247,416
                                                               -------------    -------------
         Total liabilities and stockholders' equity            $   1,080,897    $   1,099,553
                                                               =============    =============




The accompanying notes are an integral part of these consolidated financial
statements.


                                       2
   3



                    GROUP 1 AUTOMOTIVE, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

                (dollars in thousands, except per share amounts)




                                                                        THREE MONTHS ENDED MARCH 31,
                                                                    ----------------------------------
                                                                          2001               2000
                                                                    ---------------    ---------------
                                                                                 
REVENUES:
  New vehicle                                                       $       537,442    $       511,417
  Used vehicle                                                              274,658            249,697
  Parts and service                                                          84,771             72,844
  Other dealership revenues, net                                             31,993             25,953
                                                                    ---------------    ---------------
         Total revenues                                                     928,864            859,911

COST OF SALES:
  New vehicle                                                               498,072            471,807
  Used vehicle                                                              250,835            229,625
  Parts and service                                                          38,029             33,129
                                                                    ---------------    ---------------
         Total cost of sales                                                786,936            734,561

GROSS PROFIT                                                                141,928            125,350

SELLING, GENERAL AND
   ADMINISTRATIVE EXPENSES                                                  109,195             95,820
                                                                    ---------------    ---------------

     Income from operations before non-cash charges                          32,733             29,530

DEPRECIATION EXPENSE                                                          1,961              1,750

AMORTIZATION EXPENSE                                                          2,270              2,011
                                                                    ---------------    ---------------

         Income from operations                                              28,502             25,769

OTHER INCOME AND EXPENSES:
  Floorplan interest expense                                                 (9,307)            (8,373)
  Other interest expense, net                                                (4,200)            (3,883)
  Other income, net                                                              38              1,024
                                                                    ---------------    ---------------

INCOME BEFORE INCOME TAXES                                                   15,033             14,537

PROVISION FOR INCOME TAXES                                                    5,712              5,524
                                                                    ---------------    ---------------


NET INCOME                                                          $         9,321    $         9,013
                                                                    ===============    ===============


Earnings per share:
  Basic                                                             $          0.47    $          0.40
  Diluted                                                           $          0.47    $          0.40

Weighted average shares outstanding:
  Basic                                                                  19,691,449         22,384,332
  Diluted                                                                20,006,717         22,781,689




The accompanying notes are an integral part of these consolidated financial
statements.


                                       3
   4



                    GROUP 1 AUTOMOTIVE, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (dollars in thousands)



                                                                               THREE MONTHS ENDED MARCH 31,
                                                                              ------------------------------
                                                                                  2001              2000
                                                                              -------------    -------------
                                                                                         
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                  $       9,321    $       9,013
   Adjustments to reconcile net income to net cash provided
     by operating activities:
    Depreciation and amortization                                                     4,231            3,761
    Deferred income taxes                                                               104              311
    Provision for doubtful accounts and uncollectible notes                             170              356
    (Gain) Loss on sale of assets                                                       (21)              17
    Gain on sale of franchise                                                            --           (1,048)
    Changes in assets and liabilities:
      Accounts receivable                                                             1,731             (688)
      Inventories                                                                     3,142          (33,009)
      Other assets                                                                      471              355
      Floorplan notes payable                                                       (25,826)          31,271
      Accounts payable and accrued expenses                                           9,702            4,543
                                                                              -------------    -------------
          Total adjustments                                                          (6,296)           5,869
                                                                              -------------    -------------
                  Net cash provided by operating activities                           3,025           14,882
                                                                              -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Increase in notes receivable                                                        (918)            (914)
   Collections on notes receivable                                                      292              460
   Purchases of property and equipment                                               (3,111)          (4,760)
   Proceeds from sales of property and equipment                                        125              443
   Proceeds from sales of franchises                                                  3,973            9,700
   Cash paid in acquisitions, net of cash received                                       --          (37,490)
                                                                              -------------    -------------
                  Net cash provided (used) by investing activities                      361          (32,561)
                                                                              -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings on acquisition tranche of
     revolving credit facility                                                       19,750           21,000
   Principal payments of long-term debt                                                (405)            (485)
   Borrowings of long-term debt                                                          21              489
   Purchase of senior subordinated notes                                                 --             (957)
   Proceeds from issuance of common stock to benefit plans                              650              856
   Purchase of treasury stock                                                       (19,387)            (785)
                                                                              -------------    -------------
                  Net cash provided by financing activities                             629           20,118
                                                                              -------------    -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                             4,015            2,439

CASH AND CASH EQUIVALENTS, beginning of period                                      140,878          118,824
                                                                              -------------    -------------

CASH AND CASH EQUIVALENTS, end of period                                      $     144,893    $     121,263
                                                                              =============    =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid for -
         Interest                                                             $      17,030    $      14,911
         Taxes                                                                $         713    $         140



The accompanying notes are an integral part of these consolidated financial
statements.

                                       4
   5



                    GROUP 1 AUTOMOTIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   BUSINESS AND ORGANIZATION:

         Group 1 Automotive, Inc. is a leading operator in the automotive
retailing industry. Group 1 Automotive, Inc. is a holding company with its
primary operations and assets being its investments in its subsidiaries. These
subsidiaries sell new and used cars and light trucks through their dealerships
and Internet sites, provide maintenance and repair services and arrange vehicle
finance, service and insurance contracts. Group 1 Automotive, Inc. and its
subsidiaries are herein collectively referred to as the "Company" or "Group 1".


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


         Basis of Presentation/Reclassifications

         All acquisitions completed during the periods presented have been
accounted for using the purchase method of accounting and their results of
operations are included from the effective dates of the closings of the
acquisitions. The allocations of purchase price to the assets acquired and
liabilities assumed are initially assigned and recorded based on preliminary
estimates of fair value and may be revised as additional information concerning
the valuation of such assets and liabilities becomes available. All significant
intercompany balances and transactions have been eliminated in consolidation.

         Interim Financial Information

         These interim financial statements are unaudited, and certain
information normally included in financial statements prepared in accordance
with generally accepted accounting principles has not been included herein. In
the opinion of management, all adjustments necessary to fairly present the
financial position, results of operations and cash flows with respect to the
interim financial statements, have been properly included. Due to seasonality
and other factors, the results of operations for the interim periods are not
necessarily indicative of the results that will be realized for the entire
fiscal year.


3.   EARNINGS PER SHARE:

         Statement of Financial Accounting Standards ("SFAS") No. 128 requires
the presentation of basic earnings per share and diluted earnings per share in
financial statements of public enterprises. Under the provisions of this
statement, basic earnings per share is computed based on weighted average shares
outstanding and excludes dilutive securities. Diluted earnings per share is
computed including the impacts of all potentially dilutive securities. The
following table sets forth the shares outstanding for the earnings per share
calculations:


                                       5
   6




                                                                                         THREE MONTHS ENDED MARCH 31,
                                                                                        ------------------------------
                                                                                             2001             2000
                                                                                        -------------    -------------
                                                                                                     
Common stock outstanding, beginning of period .......................................      21,260,227       21,801,367
  Weighted average common stock issued -
     Acquisitions ...................................................................              --          633,888
     Employee Stock Purchase Plan ...................................................          76,526           72,483
     Stock option exercises .........................................................           4,200               --
Less: Weighted average treasury shares purchased and weighted
   average shares repurchased and cancelled .........................................      (1,649,504)        (123,406)
                                                                                        -------------    -------------

Shares used in computing basic earnings per share ...................................      19,691,449
                                                                                                            22,384,332

  Dilutive effect of stock options, net of assumed repurchase of treasury stock .....         315,268          397,357
                                                                                        -------------    -------------

Shares used in computing diluted earnings per share .................................      20,006,717       22,781,689
                                                                                        =============    =============



4.   SENIOR SUBORDINATED NOTES:

         The Company completed the offering of $100 million of its 10 7/8%
Senior Subordinated Notes due 2009 (the "Notes") on March 5, 1999. The Notes pay
interest semi-annually on March 1 and September 1, each year. Before March 1,
2002, the Company may redeem up to $35 million of the Notes with the proceeds of
certain public offerings of common stock at a redemption price of 110.875% of
the principal amount plus accrued interest to the redemption date. Additionally,
the Company may redeem all or part of the Notes at redemption prices of
105.438%, 103.625%, 101.813% and 100.000% of the principal amount plus accrued
interest during the twelve-month periods beginning March 1, of 2004, 2005, 2006,
and 2007 and thereafter, respectively. The Notes are jointly and severally
guaranteed, on an unsecured senior subordinated basis, by all subsidiaries of
the Company (the "Subsidiary Guarantors"), other than certain minor
subsidiaries. All of the Subsidiary Guarantors are wholly-owned subsidiaries of
the Company. Certain manufacturers have minimum working capital guidelines,
which may limit a subsidiary's ability to make distributions to the parent
company.



                                       6
   7




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         The following should be read in conjunction with the response to Part
I, Item 1 of this Report and our other filings with the Securities and Exchange
Commission ("SEC").


OVERVIEW

         We are a leading operator in the automotive retailing industry. We own
automobile dealership franchises located in Texas, Oklahoma, Florida, New
Mexico, Colorado, Georgia, Louisiana and Massachusetts. Through our dealerships
and Internet sites, we sell new and used cars and light trucks, and provide
maintenance and repair services. We also operate 22 collision service centers.

         We have diverse sources of revenues, including: new car sales, new
truck sales, used car sales, used truck sales, manufacturer remarketed vehicle
sales, parts sales, service sales, collision repair service sales, finance fees,
insurance commissions, vehicle service contract commissions, documentary fees
and after-market product sales. Sales revenues from new and used vehicle sales
and parts and service sales include sales to retail customers, other dealerships
and wholesalers. Other dealership revenues includes revenues from arranging
financing, insurance and vehicle service contracts, net of a provision for
anticipated chargebacks, and documentary fees.

         Our total gross margin varies as our merchandise mix (the mix between
new vehicle sales, used vehicle sales, parts and service sales, collision repair
service sales and other dealership revenues) changes. Our gross margin on the
sale of products and services generally varies significantly, with new vehicle
sales generally resulting in the lowest gross margin and other dealership
revenues generally resulting in the highest gross margin. When our new vehicle
sales increase or decrease at a rate greater than our other revenue sources, our
gross margin responds inversely. Factors such as seasonality, weather,
cyclicality and manufacturers' advertising and incentives may impact our
merchandise mix and, therefore, influence our gross margin.

         Selling, general and administrative expenses consist primarily of
compensation for sales, administrative, finance and general management
personnel, rent, marketing, insurance and utilities. Interest expense consists
of interest charges on interest-bearing debt, including floorplan inventory
financing, net of interest income earned. We believe that approximately 60% of
our selling, general and administrative expenses are variable, allowing us to
adjust our cost structure based on business trends.


SELECTED OPERATIONAL AND FINANCIAL DATA FOR THE THREE MONTH PERIODS ENDED MARCH
31, 2001 AND MARCH 31, 2000


NEW VEHICLE DATA



(dollars in thousands,
except per unit amounts)                                                             INCREASE/          PERCENT
                                                      2001             2000          (DECREASE)         CHANGE
                                                 -------------    -------------    -------------     -------------
                                                                                         
Retail unit sales ............................          20,726           20,779              (53)             (0.3)%
Retail sales revenues ........................   $     537,442    $     511,417    $      26,025               5.1%
Gross profit .................................   $      39,370    $      39,610    $        (240)             (0.6)%
Average gross profit per retail unit sold ....   $       1,900    $       1,906    $          (6)             (0.3)%
Gross margin .................................             7.3%             7.7%            (0.4)%





                                       7
   8




USED VEHICLE DATA




(dollars in thousands,
except per unit amounts)                                                                                              PERCENT
                                                                   2001              2000           INCREASE           CHANGE
                                                               -------------    -------------    -------------       ----------
                                                                                                         
Retail unit sales ..........................................          16,500           14,651            1,849          12.6%
Retail sales revenues (1) ..................................   $     225,099    $     198,602    $      26,497          13.3%
Gross profit ...............................................   $      23,823    $      20,072    $       3,751          18.7%
Average gross profit per retail unit sold ..................   $       1,443    $       1,370    $          73           5.3%
Gross margin ...............................................            10.6%            10.1%             0.5%


- ----------

(1)      Excludes used vehicle wholesale revenues, as these transactions
         facilitate retail vehicle sales and are not expected to generate
         profit.


PARTS AND SERVICE DATA



(dollars in thousands)                                                                                                PERCENT
                                                                   2001             2000           INCREASE            CHANGE
                                                               -------------    -------------    -------------       -------------
                                                                                                         
Sales revenues .............................................   $      84,771    $      72,844     $     11,927          16.4%
Gross profit ...............................................   $      46,742    $      39,715     $      7,027          17.7%
Gross margin ...............................................            55.1%            54.5%            0.6%




OTHER DEALERSHIP REVENUES, NET




(dollars in thousands,
except per unit amounts)                                                                                              PERCENT
                                                                   2001             2000           INCREASE            CHANGE
                                                               -------------   -------------     -------------      -------------
                                                                                                          
Retail new and used unit sales .............................          37,226           35,430            1,796           5.1%
Retail sales revenues ......................................   $      31,993    $      25,953     $      6,040          23.3%
Other dealership revenues, net per
  retail unit sold .........................................   $         859    $         733     $        126          17.2%



SAME STORE REVENUES COMPARISON (2)



(dollars in thousands)
                                                                                                                      PERCENT
                                                                    2001           2000            INCREASE            CHANGE
                                                               -------------   -------------     -------------      -------------
                                                                                                         
New vehicle ................................................   $     502,935   $     498,247      $      4,688           0.9%
Used vehicle ...............................................         255,018         243,346            11,672           4.8%
Parts and service ..........................................          77,343          70,957             6,386           9.0%
Other dealership revenues, net .............................          29,980          24,306             5,674          23.3%
                                                               -------------   -------------      -------------       -------
                Total revenues .............................   $     865,276   $     836,856      $     28,420           3.4%



- ----------

(2)      Includes only those dealerships owned during all of the months of both
         periods in the comparison.






                                       8
   9


THREE MONTHS ENDED MARCH 31, 2001 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2000


         REVENUES. Revenues increased $69.0 million, or 8.0%, to $928.9 million
for the three months ended March 31, 2001, from $859.9 million for the three
months ended March 31, 2000. Our same store new vehicle retail unit sales
declined 4.3% and was almost totally offset by sales at dealerships acquired
since April 1, 2000. Although new vehicle unit sales were stable, new vehicle
revenues increased as trucks, which have a higher average selling price than
cars, and luxury vehicles became a greater percentage of our business and due to
minor inflation in new vehicle prices. The growth in used vehicle revenues was
primarily attributable to the additional dealership operations acquired and
expanded operations in Denver, south Florida and Oklahoma. The increase in parts
and service revenues was due to the additional dealership operations acquired,
coupled with strong organic growth in the Houston, south Florida and Oklahoma
markets. Other dealership revenues increased primarily due to increased sales
training and a favorable interest rate environment.

         GROSS PROFIT. Gross profit increased $16.5 million, or 13.2%, to $141.9
million for the three months ended March 31, 2001, from $125.4 million for the
three months ended March 31, 2000. The increase was attributable to increased
revenues and an increase in gross margin from 14.6% for the three months ended
March 31, 2000, to 15.3% for the three months ended March 31, 2001. The gross
margin increased as lower margin new vehicle revenues decreased as a percentage
of total revenues to 57.9% from 59.5%. The gross margin on new retail vehicle
sales declined to 7.3% from 7.7%, due to aggressively marketing excess inventory
and deferring recognition of certain incentives on Ford vehicles sold until the
incentives are collected from Ford. The gross margin on retail used vehicle
sales increased to 10.6% from 10.1% due primarily to increased focus on used
vehicle sales in Oklahoma, New Mexico and Georgia.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $13.4 million, or 14.0%, to $109.2 million for
the three months ended March 31, 2001, from $95.8 million for the three months
ended March 31, 2000. The increase was primarily attributable to the additional
dealership operations acquired and increased variable expenses, particularly
incentive pay to employees, which increased as gross profit increased. Selling,
general and administrative expenses increased as a percentage of gross profit to
76.9% from 76.4% due primarily to increased compensation and advertising
expenses as we moved aggressively to sell excess new vehicle inventory.

         INTEREST EXPENSE. Floorplan and other interest expense, net, increased
$1.2 million, or 9.8%, to $13.5 million for the three months ended March 31,
2001, from $12.3 million for the three months ended March 31, 2000. The increase
was due to an increase in total debt outstanding. The increase in debt
outstanding was primarily attributable to the floorplan borrowings of the
additional dealership operations acquired, additional floorplan borrowings due
to above target inventory levels resulting from a slow down in new vehicle sales
and additional borrowings to complete share repurchases. Partially mitigating
the increase in borrowings was a 42 basis point rate reduction of the average
LIBOR.

         OTHER INCOME, NET. Other income, net, decreased $986,000 to $38,000 for
the three months ended March 31, 2001, from $1,024,000 for the three months
ended March 31, 2000. The difference is due primarily to a $1.0 million gain
from the sale of a Chrysler franchise in Austin, Texas, during 2000.


LIQUIDITY AND CAPITAL RESOURCES

         Our principal sources of liquidity are cash on hand, cash from
operations, our credit facility, which includes the floorplan tranche and the
acquisition tranche, and equity and debt offerings.

CASH FLOWS

         OPERATING ACTIVITIES. During the first three months of 2001 we
generated cash flow from operations of approximately $3.0 million, a decrease of
$11.9 million compared to the same period in the prior year. Cash flow from
operations decreased as floorplan payoffs exceeded cash received from the
reduction of inventories. This was due primarily to reducing excess new vehicle
inventory, which is 100% financed by floorplan notes payable, while increasing
used vehicle inventories which are only



                                       9
   10


approximately 50% financed by floorplan notes payable. Excluding working capital
changes, cash flows from operating activities increased $1.4 million over the
prior year period.

         INVESTING ACTIVITIES. During the first three months of 2001 we obtained
approximately $0.4 million from investing activities, primarily related to cash
received from sales of franchises, net of cash used to purchase property and
equipment. We paid $3.1 million for purchases of property and equipment, of
which $1.9 million was used for the purchase of land and construction of
facilities for new or expanded operations.

         FINANCING ACTIVITIES. During the first three months of 2001 we obtained
approximately $0.6 million from financing activities, primarily from borrowings
under our credit facility net of payments for purchases of treasury stock.

         WORKING CAPITAL. At March 31, 2001, we had working capital of $83.9
million. Historically, we have funded our operations with internally generated
cash flow and borrowings. Certain manufacturers have minimum working capital
guidelines, which may limit a subsidiary's ability to make distributions to the
parent company. While we cannot guarantee it, based on current facts and
circumstances, we believe we have adequate cash flows coupled with borrowings
under our credit facility to fund our current operations.


CREDIT FACILITY

         We have a $900 million credit facility, which matures in December 2003.
The credit facility consists of two tranches: the floorplan and acquisition
tranches. The acquisition tranche totals $198 million and, as of May 1, 2003,
$152.5 million was available, subject to a cash flow calculation and the
maintenance of certain financial ratios and various covenants.


CAPITAL EXPENDITURES

         Our capital expenditures include expenditures to extend the useful life
of current facilities and expenditures to start or expand operations.
Historically, our annual capital expenditures, exclusive of new or expanded
operations, have approximately equaled our annual depreciation charge.
Expenditures relating to the construction or expansion of dealership facilities,
generally, are driven by new franchises being awarded to us by a manufacturer or
significant growth in sales at an existing facility. During 2001, we plan to
invest approximately $10 million to expand six existing facilities and prepare
three new facilities for operations.


ACQUISITION FINANCING

         We anticipate investing between $20 million and $30 million in
completing tuck-in acquisitions during 2001. We expect the cash needed to
complete our acquisitions will come from the operating cash flows of our
existing dealerships and borrowings under our current credit facility.


STOCK REPURCHASE

         The board of directors has authorized us to repurchase a portion of our
stock, subject to management's judgment and the restrictions of our various debt
agreements. Our agreements, subject to other covenants, allow us to spend
approximately 33% of our cumulative net income to repurchase stock. During the
first quarter of 2001, we repurchased approximately 420,000 shares for $4.9
million, excluding shares repurchased to fulfill obligations under our employee
stock purchase plan. We anticipate, subject to market conditions, that we will
spend approximately $7 million repurchasing stock during the remainder of 2001.



                                       10
   11



CAUTIONARY STATEMENT ABOUT FORWARD LOOKING STATEMENTS

         This annual report includes certain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements include statements regarding
our plans, goals, beliefs or current expectations, including those plans, goals,
beliefs and expectations of our officers and directors with respect to, among
other things:

         o        the completion of pending and future acquisitions

         o        operating cash flows and availability of capital

         o        future stock repurchases

         o        capital expenditures

         Any such forward-looking statements are not assurances of future
performance and involve risks and uncertainties. Actual results may differ
materially from anticipated results in the forward-looking statements for a
number of reasons, including:

         o        the future economic environment, including consumer
                  confidence, may affect the demand for new and used vehicles
                  and parts and service sales

         o        regulatory environment, adverse legislation, or unexpected
                  litigation

         o        our principal automobile manufacturers, especially Ford and
                  Toyota, may not continue to enjoy high customer satisfaction
                  with their products and they may not continue to support and
                  make high-demand vehicles available to us

         o        requirements imposed on us by our manufacturers may affect our
                  acquisitions and capital expenditures related to our
                  dealership facilities

         o        our dealership operations may not perform at expected levels
                  or achieve expected improvements

         o        we may not achieve expected future cost savings and our future
                  costs could be higher than we expected

         o        available capital resources and various debt agreements may
                  limit our ability to repurchase shares. Any repurchases of our
                  stock may be made, from time to time, in accordance with
                  applicable securities laws, in the open market or in privately
                  negotiated transactions at such time and in such amounts, as
                  we consider appropriate

         o        available capital resources may limit our ability to complete
                  acquisitions

         o        available capital resources may limit our ability to complete
                  construction of new or expanded facilities

         This information and additional factors that could affect our operating
results and performance are described in our filings with the SEC. We urge you
to carefully consider those factors.

         All forward-looking statements attributable to us are qualified in
their entirety by this cautionary statement.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The following information about our market sensitive financial
instruments updates the information provided as of December 31, 2000, in our
Annual Report on Form 10-K and constitutes a "forward-looking statement". Our
major market risk exposure is changing interest rates. Our policy is to manage
interest rates through use of a combination of fixed and floating rate debt.
Interest rate swaps may be used to adjust interest rate exposures when
appropriate, based upon market conditions. These swaps are entered into with
financial institutions with investment grade credit ratings, thereby minimizing
the risk of credit loss. All items described are non-trading.

         Since December 31, 2000, our floorplan notes payable have decreased,
primarily due to decreases in inventory levels. As of March 31, 2001, there was
$55 million outstanding under the acquisition portion of the credit facility, a
$20 million increase since December 31, 2000. Additionally, as at year-end, we
have no interest rate swap positions outstanding.



                                       11
   12

PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

         From time to time, our dealerships are named in claims involving the
manufacture of automobiles, contractual disputes and other matters arising in
the ordinary course of business. Currently, no legal proceedings are pending
against or involve us that, in our opinion, based on current known facts and
circumstances, could reasonably be expected to have a material adverse effect on
our financial position.


ITEM 2. CHANGES IN SECURITIES

         None.


ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A.       EXHIBITS:

         11.1     Statement re: computation of earnings per share is included
                  under Note 3 to the financial statements.

         27.1     Financial Data Schedule.

B.       REPORTS ON FORM 8-K:

         None.



                                       12
   13



                                   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.

May 15, 2001                      By: /s/ Scott L. Thompson
- ---------------                       -----------------------------------------
Date                                  Scott L. Thompson, Senior Vice President,
                                      Chief Financial Officer and Treasurer








                                       13