Exhibit 31.2

                                  CERTIFICATION

I, John C. Rickel, Chief Financial Officer, certify that:

1.    I have reviewed this amended annual report on Form 10-K/A of Group 1
      Automotive, Inc. ("registrant");

2.    Based on my knowledge, this amended report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary in
      order to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this amended report;

3.    Based on my knowledge, the restated financial statements, and other
      financial information included in this amended report, fairly present in
      all material respects the financial condition, results of operations and
      cash flows of the registrant as of, and for, the periods presented in this
      amended report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules 15(f)
      and 15d-15(f)) for the registrant and have:

      a)    designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this amended report is being prepared;

      b)    designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

      c)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this amended report our conclusions
            about the effectiveness of the disclosure controls and procedures,
            as of the end of the period covered by this amended report based on
            such evaluation; and

      d)    disclosed in this amended report any change in the registrant's
            internal control over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has materially affected
            or is reasonably likely to materially affect, the registrant's
            internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors (or persons performing the equivalent functions):

      a)    all significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

Date: January 30, 2006

                                                 /s/ John C. Rickel
                                                 --------------------------
                                                 John C. Rickel
                                                 Chief Financial Officer