<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
GROUP 1 AUTOMOTIVE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
398905-10-9
-------------------------------
(CUSIP Number)
March 16, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requiring Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
<PAGE> 2
<TABLE>
<S> <C>
CUSIP No. 398905-10-9
1) Name of Reporting Person James S. Carroll
S.S. or I.R.S. Identification No. of Above Person
2) Check the appropriate box if a member of a Group (a)N/A
(b)X
3) SEC Use Only
4) Citizenship or place of organization U.S.A.
Number of Shares (5) Sole Voting Power 1,052,267*
Beneficially Owned (6) Shared Voting Power 0
by Each Reporting (7) Sole Dispositive Power 1,052,267*
Person with (8) Shared Dispositive Power 0
9) Aggregate Amount Beneficially Owned by
Each Reporting Person 1,052,267*
10) Check Box if the Aggregate Amount in Row (9)
Excludes certain Shares N/A
11) Percent of Class Represented by Amount in Row 9 6.2%
12) Type of Reporting Person IN
</TABLE>
*These securities are held by J.C. World Limited Partnership, a Nevada limited
partnership controlled indirectly by the filer.
<PAGE> 3
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(c)
Item 1(a). Name of Issuer:
Group 1 Automotive, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
950 Echo Lane, Suite 350
Houston, Texas 77024
Item 2(a). Name of Person Filing:
James S. Carroll
Item 2(b). Address of Principal Business Office or, if None, Residence:
3101 N. State Rd. 7
Hollywood, Florida 33021
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
398905-10-9
Item 3. This statement is filed pursuant to Rule 13d-1(c).
Item 4. Ownership
(a) Amount Beneficially Owned: 1,052,267*
(b) Percent of Class: 6.2%
(c) Number of shares as to which such persons have:
(i) sole power to vote or to direct the vote: 1,052,267*
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 1,052,267*
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
*These securities are held by J.C. World Limited Partnership, a Nevada limited
partnership controlled indirectly by the filer.
<PAGE> 4
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable (statement is filed pursuant to Rule 13d-1(c)).
<PAGE> 5
SIGNATURE
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose of effect.
After reasonable inquiry and to the best of my knowledge and belief,
the following certify that the information set forth in this statement is true,
complete and correct.
Dated: April 9, 1998
/s/ JAMES S. CARROLL
-----------------------------------
James S. Carroll
