Exhibit 10.8.1

                                 FIRST AMENDMENT TO
                           MANAGEMENT SERVICES AGREEMENT


       This First Amendment to the Management Services Agreement (this
"Amendment") is entered into as of October 7, 1998, by and between First
Analysis Securities Corporation, an Illinois corporation ("First Analysis"), and
The Cobalt Group, Inc., a Washington corporation (the "Company").

                                      RECITALS

       A.      The Company and First Analysis are parties to a Management
Services Agreement, dated as of February 28, 1997 (the "Agreement").

       B.      The Company has entered into a purchase agreement, of even date
herewith (the "Series B Purchase Agreement") with Warburg, Pincus Equity
Partners, L.P. ("WPEP").

       C.      The Company and First Analysis desire to amend the Agreement to
induce WPEP to enter into the Series B Purchase Agreement.

                                     AGREEMENT

       1.      AMENDMENT TO SECTION 3.  Section 3 is hereby amended in its
entirety to read as follows:

       "First Analysis shall be entitled to receive from the Company a fee of
$150,000 for its services under this Agreement.  This fee shall be payable upon
the earlier of (a) the completion by the Company of a Qualified Public Offering
(as defined in the Company's Amended and Restated Shareholders Agreement) or (b)
a liquidation of the Company (as defined in the Company's Amended and Restated
Articles of Incorporation) so long as in such liquidation the Purchaser (as
defined in the Series B and B-1 Preferred Stock Purchase Agreement of the
Company dated October 7, 1998) receives the full liquidation preference to which
it is entitled in such liquidation pursuant to the Company's Amended and
Restated Articles of Incorporation."

       2.      NO OTHER AMENDMENTS.  Except as expressly amended as set forth
above, the Management Services Agreement shall remain in full force and effect
in accordance with its terms.



       IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment on the date first written above.

                                     THE COBALT GROUP, INC.


                                     By:
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                                     Its:
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                                     FIRST ANALYSIS SECURITIES CORPORATION


                                     By:
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                                     Its:
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