SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): August 2, 2002


                            GROUP 1 AUTOMOTIVE, INC.
             (Exact name of Registrant as specified in its charter)



            Delaware                                             76-0506313
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                            950 Echo Lane, Suite 100
                              Houston, Texas 77024
               (Address of principal executive offices) (Zip code)

                                 (713) 647-5700
               (Registrant's telephone number including area code)




ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


     (c) Exhibits

             99.1     Press Release of Group 1 Automotive, Inc. dated as of
                      August 2, 2002 reporting on the completion of the Miller
                      Automotive Group acquisition.


ITEM 9.  REGULATION FD DISCLOSURE

         On August 2, 2002, Group 1 Automotive, Inc., a Delaware corporation,
announced the completion of its acquisition of the Miller Auto Group. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference. In accordance with General Instruction B.2. of Form 8-K, the
information contained in such press release shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such a filing.








                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                      Group 1 Automotive, Inc.



    August 7, 2002                    By: /s/ Scott L. Thompson
------------------------                 ---------------------------------------
        Date                              Scott L. Thompson, Executive Vice
                                          President, Chief Financial Officer and
                                          Treasurer






                                INDEX TO EXHIBITS



      Exhibit No.     Description
      -----------     -----------

         99.1         Press Release of Group 1 Automotive, Inc. dated as of
                      August 2, 2002 reporting on the completion of the Miller
                      Automotive Group acquisition.