LITHIA MOTORS INC
8-A12G, 1996-11-25
AUTO DEALERS & GASOLINE STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-A

                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934



                               Lithia Motors, Inc.
             (Exact name of registrant as specified in its charter)


          Oregon                                     93-0572810
(State of incorporation or organization)   (IRS Employer Identification Number)


 360 E. Jackson St., Medford, Oregon                            97501
- -------------------------------------                         --------
 (Address of principal executive offices)                   (Zip Code)


If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. |_|

If this Form relates to the registration of a class of debt securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. |_|

Securities to be registered pursuant to Section 12(b) of the Act:

 Title of each class                          Name of each exchange on which
 to be so registered                       each class is to be so registered

    none                                                    none



Securities to be registered pursuant to Section 12(g) of the Act:

                                     Class A Common Stock, no par value
                                            (Title of class)



<PAGE>



Item 1.  Description of Registrant's Securities to be Registered

         Reference is made to the  description  of the  Registrant's  securities
under the caption  "Description of Capital Stock" in the Registration  Statement
on Form S-1  (Registration No. 333-14031) filed with the Securities and Exchange
Commission  by  the  Registrant  on  October  15,  1996,  which  description  is
incorporated  herein by such  reference.  A description of the securities  being
registered  will be  included  in the  final  prospectus  to be  filed  with the
Commission  under Rule 424(b) under the caption  "Description of Capital Stock,"
and such  prospectus  shall be deemed to be  incorporated by reference into this
registration statement.

Item 2.  Exhibits

         Except as otherwise  noted,  the  following  exhibits are  incorporated
herein by  reference  to the  exhibits  of the same  number in the  Registration
Statement on Form S-1 (Registration No. 333-14031) filed with the Securities and
Exchange Commission by the Registrant on October 15, 1996:

Exhibit

     1.0 Registration  Statement on Form S-1  (Registration No. 333-14031) filed
with the  Securities  and Exchange  Commission by the  Registrant on October 15,
1996

     3.1 Restated Articles of Incorporation of Lithia Motors, Inc. (incorporated
herein  by  reference  to  Amendment  No.  1  to  the   Registration   Statement
(Registration  No.  333-  14031)  as filed  with  the  Securities  and  Exchange
Commission on October 31, 1996)

     3.2 Bylaws of Lithia  Motors,  Inc.  (incorporated  herein by  reference to
Amendment No. 1 to the Registration  Statement  (Registration  No. 333-14031) as
filed with the Securities and Exchange Commission on October 31, 1996)

     4.1 Specimen Stock Certificate  (incorporated by reference to Amendment No.
2 to the Registration  Statement  (Registration No. 333-14031) as filed with the
Securities and Exchange Commission on November 22, 1996.

<PAGE>





                                   Signature

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


Date: November 22, 1996                              LITHIA MOTORS, INC.

                                                       



                                               By  /s/ Sidney B. DeBoer
                                                  Sidney B. DeBoer, President



<PAGE>






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