Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   January 7, 2013

Group 1 Automotive, Inc.
(Exact name of registrant as specified in its charter)

Delaware 1-13461 76-0506313
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
800 Gessner, Suite 500, Houston, Texas   77024
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   713-647-5700

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On January 7, 2013, Group 1 Automotive, Inc., a Delaware corporation ("Group 1"), provided notice to holders of its 3.00% Convertible Senior Notes due 2020 ("Notes") that an event triggering convertibility of the Notes occurred on December 31, 2012. The last reported sale price of Group 1’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the fiscal quarter ended December 31, 2012 was greater than or equal to 130% of the applicable conversion price in effect on such last trading day. Holders of the Notes have the right to convert the Notes during the quarter ending March 31, 2013. The triggering of the convertibility of the Notes does not change the accounting of the Notes.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished pursuant to Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Group 1 Automotive, Inc.
January 7, 2013   By:   /s/ Darryl M. Burman
        Name: Darryl M. Burman
        Title: Vice President