Exhibit 10.1.8.1




                             AMENDMENT ONE TO THE
                            UNITED AUTO GROUP, INC.
                               STOCK OPTION PLAN




          Effective April 29, 1998, the Board of Directors of the United Auto
Group, Inc. amended the United Auto Group, Inc. Stock Option Plan as follows:

          1.  The reference to "1,500,838" in the second sentence of Article III
shall be replaced with a reference to "2,000,838"

          2.  The following shall be added to the end of the first paragraph of 
Article III:

                    The aggregate number of shares of common Stock with respect
                    to which options may be granted during any calendar year to
                    any Eligible Employee is 500,000.

          3.  The first paragraph of Article X shall be deleted and the 
following shall be inserted in its place:

                    The Aggregate and maximum number of shares of Common Stock
                    which may be purchased or acquired pursuant to Options
                    granted hereunder, the number of shares of Common Stock to
                    which each Option relates, the Exercise Price in respect of
                    such option, and the maximum number of shares which may be
                    granted to each Eligible Employee during any calendar year
                    shall be appropriately adjusted for any increase or decrease
                    in the number of outstanding shares of Common stock
                    resulting from a stock split or other subdivision or 
                    consolidation of shares of Common Stock or for other capital
                    distributions or other increases or decreases in the
                    outstanding shares of Common Stock effected without receipt 
                    of consideration in any form permitted under Delaware Law.
                    Any adjustment shall be conclusively determined by the
                    Committee.