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Group 1 Completes Debt and Stock Offering Under Shelf

8 March 1999

Group 1 Completes Debt and Stock Offering Under Shelf
    HOUSTON, March 5 -- Group 1 Automotive, Inc. , a
leading operator and consolidator in the automotive retailing industry, today
announced that it completed its previously announced debt and stock offerings
under its $250 million shelf registration.
    The company sold 2 million shares of common stock at a price of $23.38 per
share, bringing the number of common shares outstanding to 20.3 million.
Group 1 also sold $100 million in 10-year senior subordinated notes carrying
an interest rate of 10.875%.  Net proceeds to the company totaled
$140 million.
    The common stock offering was managed by Goldman, Sachs & Co., Merrill
Lynch & Co. and NationsBanc Montgomery Securities LLC.  The senior
subordinated notes offering was managed by Goldman, Sachs & Co., Merrill Lynch
& Co. and Chase Securities Inc.
    According to the company, $59 million of the proceeds will fund the
recently announced acquisitions of 16 dealership franchises in seven markets.
The remainder of the proceeds will be used to repay borrowings under Group 1's
revolving credit facility.
    "We are pleased with the success of this offering," stated B.B.
Hollingsworth Jr., Group 1's chairman, president and chief executive officer.
"The proceeds will give us the resources necessary to pursue our strategy of
making select acquisitions in the automotive retailing industry."
    Group 1 is a leading operator and consolidator in the highly fragmented
automotive retailing  industry.  Upon completion of all announced
acquisitions, Group 1 will own 71 dealership franchises comprised of 23
different brands, and 16 collision service centers located in Texas, Oklahoma,
New Mexico, Colorado, Florida and Georgia.  Through its dealerships the
company sells new and used cars and light trucks, provides maintenance and
repair services, sells replacement parts and arranges related financing,
insurance and vehicle service contracts.
    This announcement is neither an offer to sell nor a solicitation of an
offer to buy the securities described above.  The offer is made only by a
Prospectus, relating to such securities.  Copies of such Prospectus may be
obtained in any jurisdiction in which this announcement is circulated only
from such of the underwriters of the offering as may legally offer the
securities in such jurisdiction.
    This press release contains certain forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
which are subject to known and unknown risks, uncertainties or other factors
not under Group 1's control that may cause the actual results, performance or
achievements of Group 1 to be materially different from the results,
performance or other expectations implied by these forward-looking statements.
Some of these risks, uncertainties and other factors include those disclosed
in Group 1's filings with the Securities and Exchange Commission.
    Group 1 Automotive, Inc. can be reached on the Internet at
http://www.group1auto.com.