1
                                                                    EXHIBIT 10.1

                               SECOND AMENDMENT TO
                            GROUP 1 AUTOMOTIVE, INC.
                            1996 STOCK INCENTIVE PLAN

         WHEREAS, GROUP 1 AUTOMOTIVE, INC. (the "Company") has heretofore
adopted the GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN (the "Plan"); and

         WHEREAS, the Company desires to amend the Plan in certain respects;

         NOW, THEREFORE, the Plan shall be amended as follows:

         1. The second sentence of Paragraph V(a) of the Plan shall be deleted
and replaced with the following:

            "Subject to adjustment in the same manner as provided in
            Paragraph IX with respect to shares of Common Stock subject to
            Options then outstanding, the aggregate number of shares of
            Common Stock that may be issued under the Plan shall not
            exceed 3,000,000 shares."

         2. This Second Amendment to the Plan shall be effective as of February
24, 1999; provided that this Second Amendment to the Plan is approved by the
stockholders of the Company within 12 months thereafter.

         3. As amended hereby, the Plan is specifically ratified and reaffirmed.