SecProbe.io

Mail Stop 3561

        November 15, 2005

Mr. Earl J. Hesterberg
President and Chief Executive Officer
Group 1 Automotive, Inc.
950 Echo Lane
Suite 100
Houston, TX 77024

Re: Group 1 Automotive, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2004
 Filed March 16, 2005
           File No.  1-13461

Dear Mr. Hesterberg:

 We have reviewed your response dated October 6, 2005 to our comment letter
dated September 16, 2005 and have the following additional comment.   Please
understand that the purpose of our review is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  Feel free to call us at the
telephone numbers listed at the end of this letter.

Consolidated Statements of Cash Flows, page 6

1. We note your response to comment 8 in our letter dated September 16, 2005.
Please advise or revise your financial statements to present the cash flows related
to floorplan notes payable in accordance with paragraph 23.a. of SFAS No. 95
which requires payments to suppliers to acquire goods for resale be classified as operating activities.  Therefore, cash flows related to lenders unaffiliated with the
supplier should be classified as financing activities and when the lender is
affiliated with the manufacturer, those borrowings and repayments should be included in operating activities.  Specifically, please revise the following:
• Cash receipts and payments on notes payable for new inventory purchases originating from manufacturer affiliated lenders should be
presented within operating activities and include direct advances from
the financial institution to the manufacturers;

Mr. Earl J. Hesterberg
Group 1 Autom otive, Inc.
Novem ber 15, 2005
Page 2

• Cash receipts and paym ents on notes payable for inventory purchases
from  a manufacturer unaffiliated with the lender should be presented
within f inancing activities;
• The balance sheet should separately present am ounts attributable to
trade creditors (m anufacturer affiliated) and non-trade (unaffiliated)
notes payable as of your balance sheet dates.  See Rule 5-02(19)(a) of
Regulation S-X;
• Borrowings and repaym ents on debt should be reported gross unless
the criteria for net reporting are m et.  See paragraph 13 of SFAS No.
95; and
• Please provide disclosure in the notes to the financial statem ents
clarifying the revised balance sheet and statem ent of cash flows
presentation and to further describe your financing arrangem ents
including how cash disbursem ents are processed and if you have
discretion to receive cash directly from  any of the lenders.
  In your response please show us what your disclosure will look like revised.

 As appropriate, please am end your filing and respond to these com ments within
10 business days or tell us when you will provide a response.  You m ay wish to provide
us with m arked copies of the am endm ent to expedite our review.  Please furnish a cover
letter with your am endm ent that keys your responses to our com ments and provides any
requested inform ation.  Detailed cover letters greatly facilitate our review.  Please
understand that we m ay have additional com ments after reviewing your am endm ent and
responses to our com ment.

  You m ay contact Brian McAllister, Staff Accountant at (202) 551-3341, Donna
Di Silvio at (202) 551-3202, or m e at (202)  551-3841 if you have any questions regarding
comments on the financial statem ents and related m atters.

         S incerely,

         M ichael Moran
         A ccounting Branch Chief