EXHIBIT 99

RISK FACTORS

The following summarizes certain risks which Lithia's management believes are
specific to its business.  These should not be viewed as including all risks to
Lithia.

LITHIA OPERATING RESULTS ARE AFFECTED BY SEASONALITY AND THE TIMING OF ITS
ACQUISITIONS.
Lithia's business is seasonal with a disproportionate amount of sales occurring
in the second and third quarters.  Further, Lithia incurs a significant amount
of training and integration costs upon the acquisition of each new dealership. 
Accordingly, due to such seasonality and the timing and frequency of
acquisitions, Lithia will likely experience quarter-to-quarter fluctuations in
its operating results.  See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Selected Consolidated Quarterly
Financial Data."

FUTURE FUNDING WILL BE NEEDED TO FINANCE FUTURE ACQUISITIONS.
Acquisitions of additional dealerships will require substantial capital
investment and could have a significant impact on Lithia's financial position
and operating results.  Any such acquisitions may involve the use of cash
generated through operations, from borrowings or from the issuance of debt or
equity securities, either in the public market or to sellers.  The use of any
financing source could have the effect of reducing the per share earnings of
Lithia.  Future acquisitions will likely result in the accumulation of
additional goodwill and intangible assets, which would result in higher
amortization charges to Lithia, and could also reduce earnings.  

NEW ACQUISITIONS REQUIRE THE CONSENT OF MANUFACTURERS.
Lithia is required to obtain consent from each relevant manufacturer prior to
the acquisition of a dealership franchise.  In determining whether to approve an
acquisition, a manufacturer considers many factors including the financial
condition and ownership structure of the applicant, the number of dealerships
owned by the company and the company's performance with those dealerships.  Most
major manufacturers have now established limitations on the acquisition of new
franchisee locations.  These include limitations on:

     -    the total number of such manufacturers' dealerships that may be
          acquired by a company;
     -    the number of dealerships that may be acquired in any market or
          region;
     -    the percentage of total sales that may be controlled by one dealer
          group;
     -    the ownership of contiguous dealerships;
     -    the dualing of a franchise with any other brand without consent; and
     -    the frequency of acquisitions

Lithia's ability to meet manufacturer's requirements for acquisitions in the
future will have a direct bearing on its ability to complete acquisitions and
continue its growth strategy.  Because of the public ownership structure of
Lithia, management does not believe it could secure approval to acquire any new
Saturn, Honda or Acura dealerships without a change in the current policies of
the manufacturer or the granting of ownership interests in the subsidiary
operating the individual dealerships to the designated dealer principal. 

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In determining whether to approve an acquisition by Lithia, a manufacturer also
considers factors such as the company's past performance as measured by the
manufacturer's customer satisfaction index ("CSI") scores and sales performance
at the company's existing franchises.  At any point in time, a small percentage
of Lithia's franchises will have CSI scores below the manufacturers' sales zone
averages or achieved sales performances below the target set by the
manufacturer.  Failure to maintain satisfactory CSI scores and sales performance
goals may adversely affect Lithia's ability to complete additional acquisitions.

LITHIA IS DEPENDENT ON ITS CURRENT KEY PERSONNEL AND ITS SUCCESS IN ATTRACTING
ADDITIONAL MANAGEMENT PERSONNEL.
Lithia's success will depend largely on the efforts and abilities of its senior
management, particularly Sidney B. DeBoer, Lithia's Chairman and Chief Executive
Officer, M. L. Dick Heimann, Lithia's President and Chief Operating Officer, and
R. Bradford Gray, Lithia's Executive Vice-President.  Lithia does not have
employment or non-compete agreements with any of its key management personnel. 
Further, Mr. DeBoer and Mr. Heimann are identified in Lithia's dealership
franchise agreements as the individuals who control the franchises and upon
whose financial resources and management expertise the manufactures have relied
upon when awarding such franchises.  The loss of either of those individuals
could materially adversely affect Lithia's on-going relationship with its
vehicle manufacturers.  See "Business--Relationships with Automobile
Manufacturers."

In addition, Lithia places substantial responsibility on the general managers of
its dealerships for the profitability of such dealerships.  Lithia has increased
its number of dealerships from 7 in December 1996 to 28 as of March 1999.  This
rapid expansion has resulted in the need to hire additional managers and, as
Lithia continues to expand, the need for additional experienced managers will
become even more critical.  Many dealerships are offered for sale to enable the
owner/manager to retire.  These potential acquisitions are viable to Lithia only
if replacement management can be retained.  The market for qualified general
mangers is highly competitive.  The loss of the services of key management
personnel or the inability to attract additional qualified managers could have a
material adverse effect on Lithia's business and the execution of its growth
strategy.

LITHIA NEEDS TO IMPROVE OPERATIONS IN SOME DEALERSHIPS IT ACQUIRES.
Lithia sometimes acquires dealerships with net profit margins which are
materially below the its historical average net profit margin.  In order to
maintain its current net profit margin and to make the acquisitions profitable,
Lithia needs to successfully install new management and sales technicians in the
dealership.  No assurance can be given that Lithia will be able to improve the
profitability of those dealerships.

LITHIA IS DEPENDENT ON FUTURE ACQUISITIONS FOR ITS GROWTH.
The U.S. automobile industry is considered a mature industry in which minimal
growth is expected in unit sales of new vehicles.  Accordingly, a principal
component of Lithia's growth in sales is to make additional acquisitions in its
existing and new geographic markets.

Lithia's future growth and financial success will be dependent upon a number of
factors including its ability to identify acceptable acquisition candidates,
negotiate favorable terms, obtain the consent of automobile manufacturers, hire
and train professional management and sales personnel at each new dealership,
and promptly and profitably integrate the acquired operation into the company. 
See "Business Growth Strategy."

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