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Registration No. 333-_________

(1)

Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Company’s Voting Common Stock, par value $0.0001 (the “Common Stock”) as reported on the New York Stock Exchange on November 24, 2000.

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Exhibit Index is on Page 6

      The contents of the Form S-8 Registration Statement, No. 333-61835 (the “Prior Registration Statement”), of United Auto Group, Inc. (the “Registrant”) are incorporated herein by reference.

      The Registrant is filing this Form S-8 Registration Statement in order to register 1,000,000 additional shares of Common Stock, which were authorized to be issued under the United Auto Group, Inc. Stock Option Plan, as amended by the First Amendment to such plan. Upon the effectiveness of this Registration Statement, a total of 3,000,838 shares of Common Stock issuable under the foregoing Stock Option Plan will be registered, consisting of 2,000,838 shares of Common Stock registered under the Prior Registration Statement plus the 1,000,000 additional shares of Common Stock being registered hereby.

Item 3. Incorporation of Documents by Reference.

      The following documents have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) and are incorporated by the reference herein:

	(a)       The Annual Report of the Registrant on Form 10-K for the fiscal year ended December 31, 1999 as filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

	(b)       The Quarterly Reports of the Registrant on Form 10-Q for the fiscal quarters ended March 31, 2000, June 30, 2000 and September 30, 2000 as filed with the Commission pursuant to the Exchange Act, and all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year ended December 31, 1999.

	(c)       The description of Common Stock of the Registrant contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-12297) filed with the Commission on October 9, 1996, effective October 22, 1996.

      All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from their respective dates of filing. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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      Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on November 27, 2000.

      We, the undersigned officers and directors of UNITED AUTO GROUP, INC., hereby severally constitute and appoint Robert H. Kurnick, Jr. and Roger S. Penske, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below any and all amendments to this Registration Statement and generally to do all such things in our names and on our behalf in our capacities as officers and directors of United Auto Group, Inc. to enable United Auto Group, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to this Registration Statement and any and all amendments thereto.

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      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

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