Item 2.02. Results of Operations and Financial Condition.

On April 26, 2012, Group 1 Automotive, Inc. issued a press release announcing its financial results for the fiscal quarter ended March 31, 2012. A copy of the press release is furnished herewith as Exhibit 99.1.

As provided in General Instruction B.2. of Form 8-K, the information in this Item 2.02 (including the press release attached as Exhibit 99.1 incorporated by reference in this Item 2.02) shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release of Group 1 Automotive, Inc., dated as of April 26, 2012.

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