Filed with the Securities and Exchange Commission on December 30, 1997
                      Securities Act Registration No. 333- 
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                               LITHIA MOTORS, INC.
             (Exact name of registrant as specified in its charter)

                Oregon                                   93-0572810
       (State of incorporation)             (I.R.S. Employer Identification No.)

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

            LITHIA MOTORS, INC., SALARY REDUCTION PROFIT SHARING PLAN
                            (Full title of the plan)

                                   ----------
                           Sidney B. DeBoer, President
                               360 E. Jackson St.
                              Medford, Oregon 97501
                                 (541) 776-6899
                       (Name, address and telephone number
                              of agent for service)

                                   ----------
                                                    Copies to:
                            Kenneth E. Roberts, Esq.
                            Foster Pepper & Shefelman
                           101 S.W. Main St., 15th Fl.
                             Portland, Oregon 97204


                        CALCULATION OF REGISTRATION FEE 
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              Proposed           Proposed
                             Number of         Maximum            Maximum            Amount of
Title of Securities        Shares Being     Offering Price       Aggregate         Registration
Being Registered           Registered(1)     Per Share(2)    Offering Price(2)         Fee     

<S>                          <C>               <C>              <C>                  <C>      
Class A Common Stock         250,000           $14.25           $3,562,500           $1,051.00
                                                                                               
</TABLE>

(1)  The shares of Common  Stock  represent  the  number of shares  which may be
     issued pursuant to the Salary  Reduction  Profit Sharing Plan. In addition,
     pursuant  to  Rule  416,  this   Registration   Statement  also  covers  an
     indeterminate number of additional shares which may be issuable as a result
     of the anti-dilution provisions of Plan.

(2)  The maximum offering price for the shares cannot presently be determined as
     the offering price is  established at the time shares are issued.  Pursuant
     to Rule  457(h),  the offering  price is  estimated  based on the last sale
     price reported for the Common Stock on NASDAQ on December 26, 1997.

     Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement  also covers an  indeterminate  amount of  interests to be offered and
sold  pursuant to the Plan.  Pursuant to Rule  457(h),  no  registration  fee is
applicable to interests in the Plan.







                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents filed by Lithia Motors,  Inc. (the "Company") with
the Securities and Exchange  Commission  are  incorporated  by reference in this
registration statement:

     1. The Company's  annual  report on Form 10-K filed with the  Commission on
March 31, 1997 (File No. 000-21789).

     2. The  description of the Class A Common Stock  contained in the Company's
registration  statement on Form S-1  declared  effective  by the  Commission  on
December 18, 1996 (File No. 333-14031).

     All  documents  filed  by the  Company  subsequent  to those  listed  above
pursuant to Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act
of 1934, as amended,  prior to the filing of a  post-effective  amendment  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  the  date of  filing  of such
documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Under the Oregon Business  Corporation Act (Oregon Revised Statutes ("ORS")
Sections  60.387 to 60.414),  applicable to the Company,  a person who is made a
party to a proceeding  because such person is or was an officer or director of a
corporation may be indemnified by the corporation  against liability incurred by
such person in connection with the proceeding if (i) the person's conduct was in
good  faith  and  in  a  manner  he  or  she  reasonably  believed  was  in  the
corporation's  best  interest or at least not opposed to its best  interests and
(ii)  if  the  proceeding  was a  criminal  proceeding,  the  Indemnitee  had no
reasonable cause to believe his or her conduct was unlawful.  Indemnification is
not  permitted  if the  person  was  adjudged  liable  to the  corporation  in a
proceeding  by or in the  right of the  corporation,  or if the  Indemnitee  was
adjudged  liable on the basis  that he or she  improperly  received  a  personal
benefit.  Unless  the  articles  of  the  corporation  provide  otherwise,  such
indemnification  is  mandatory if the  Indemnitee  is wholly  successful  on the
merits or otherwise, or if ordered by a court of competent jurisdiction.

     The Oregon Business Corporation Act also provides that a company's Articles
of Incorporation may limit or eliminate the personal  liability of a director to
the  corporation  or its  shareholders  for  monetary  damages  for conduct as a
director,  provided that no such  provision  shall  eliminate the liability of a
director for (i) any breach of the directors' duty of loyalty to the corporation
or its  shareholders;  (ii) acts or omissions not in good faith or which involve

                                      II-1

<PAGE>

intentional  misconduct  or a  knowing  violation  of law;  (iii)  any  unlawful
distribution;  or (iv) any  transaction  from  which  the  director  derived  an
improper personal benefit.

     The Company's Articles of Incorporation  (the "Articles")  provide that the
company  will  indemnify  its  directors  and  officers,  to the fullest  extent
permissible  under the Oregon  Business  Corporation  Act  against  all  expense
liability and loss  (including  attorney fees) incurred or suffered by reason of
service as a director  or  officer  of the  company or is or was  serving at the
request of the company as a director,  officer,  partner,  trustee,  employee or
agent of  another  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan or other enterprise.

     The effect of these  provisions  is to limit the liability of directors for
monetary damages, and to indemnify the directors and officers of the Company for
all costs and expenses for  liability  incurred by them in  connection  with any
action,  suit or proceeding in which they may become involved by reason of their
affiliation  with the Company,  to the fullest  extent  permitted by law.  These
provisions  do not limit the  rights of the  Company or any  shareholder  to see
non-monetary   relief,   and  do  not   affect   a   director's   or   officer's
responsibilities under any other laws, such as securities or environmental laws.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The exhibits required by Item 601 of Regulation S-K being filed herewith or
incorporated herein by reference are as follows:


Exhibit

4.1       Restated Articles of Incorporation of Lithia Motors, Inc. Incorporated
          by reference to Exhibit 3.1 to the Company's registration statement on
          Form  S-1  as  declared  effective  by  the  Securities  and  Exchange
          Commission on December 18, 1996 (File No. 333-14031).

4.2       Bylaws of Lithia Motors, Inc. Incorporated by reference to Exhibit 3.2
          to the  Company's  registration  statement  on  Form  S-1 as  declared
          effective by the  Securities  and Exchange  Commission on December 18,
          1996 (File No. 333-14031).

5.1       Opinion of Foster Pepper & Shefelman

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Foster Pepper & Shefelman (Included in Exhibit 5.1)

99        Lithia Motors, Inc. Salary Reduction Profit Sharing Plan



                                      II-2
<<PAGE>

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (A) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

     (1)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (2)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

     (3)  To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

Provided  however,  that  paragraphs  1 and 2 do not  apply  if the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

     (B) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (C) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (D) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a)  or  Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (E) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant,  pursuant to the provisions  described in Item 6, or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the event  that the claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final  adjudication of such issue. The foregoing  undertaking
shall not apply to indemnification which is covered by insurance.



                                      II-3

<PAGE>

                                   SIGNATURES

     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  Medford,  State  of  Oregon,  on the  30th  day of
December, 1997.

                                   LITHIA MOTORS, INC.


                                   By:  /s/ M.L. Dick Heimann
                                        ----------------------------------------
                                        M.L. Dick Heimann,
                                        Executive Vice President

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


By:  /s/ Sidney B. DeBoer                              Date: 12-30-97
     ------------------------------------------------        -------------------
     Sidney B. DeBoer
     President, Chief Executive Officer and
     Chairman of the Board of Directors


By:  /s/ M.L. Dick Heimann                             Date: 12-30-97
     ------------------------------------------------        -------------------
     M.L. Dick Heimann
     Executive Vice President, Director


By:  /s/ R. Bradford Gray                              Date: 12-30-97
     ------------------------------------------------        -------------------
     R. Bradford Gray
     Director


By:  /s/ Thomas Becker                                 Date:12-30-97
     ------------------------------------------------       --------------------
     Thomas Becker
     Director


By:  /s/ William Young                                 Date: 12-30-97
     ------------------------------------------------        -------------------
     William Young
     Director


By:  /s/ Brian R. Neill                                Date: 12-30-97
     ------------------------------------------------        -------------------
     Brian R. Neill
     Senior Vice President, Chief Financial Officer
     (Chief Accounting and Financial Officer)


PAGE>
                                  EXHIBIT INDEX


Exhibit

4.1       Restated Articles of Incorporation of Lithia Motors, Inc. Incorporated
          by reference to Exhibit 3.1 to the Company's registration statement on
          Form S-1 as declared effective by the Securities and Exchange
          Commission on December 18, 1996 (File No. 333-14031).

4.2       Bylaws of Lithia Motors, Inc. Incorporated by reference to Exhibit 3.2
          to the Company's registration statement on Form S-1 as declared
          effective by the Securities and Exchange Commission on December 18,
          1996 (File No. 333-14031).

5.1       Opinion of Foster Pepper & Shefelman

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Foster Pepper & Shefelman (Included in Exhibit 5.1)

99        Lithia Motors, Inc. Salary Reduction Profit Sharing Plan
[{"type": "S-8", "sequence": "1", "description": "LITHIA MOTORS FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 16062}]
{"company-data": {"conformed-name": "LITHIA MOTORS INC", "cik": "0001023128", "assigned-sic": "5500", "irs-number": "930572810", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43593", "film-number": "97747661"}, "business-address": {"street1": "360 E JACKSON ST", "city": "MEDFORD", "state": "OR", "zip": "97501", "phone": "5417766899"}, "mail-address": {"street1": "LITHIA MOTORS INC", "street2": "360 E JACKSON", "city": "MEDFORD", "state": "OR", "zip": "97501"}}
Filed with the Securities and Exchange Commission on December 30, 1997
                      Securities Act Registration No. 333- 
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                               LITHIA MOTORS, INC.
             (Exact name of registrant as specified in its charter)

                Oregon                                   93-0572810
       (State of incorporation)             (I.R.S. Employer Identification No.)

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

            LITHIA MOTORS, INC., SALARY REDUCTION PROFIT SHARING PLAN
                            (Full title of the plan)

                                   ----------
                           Sidney B. DeBoer, President
                               360 E. Jackson St.
                              Medford, Oregon 97501
                                 (541) 776-6899
                       (Name, address and telephone number
                              of agent for service)

                                   ----------
                                                    Copies to:
                            Kenneth E. Roberts, Esq.
                            Foster Pepper & Shefelman
                           101 S.W. Main St., 15th Fl.
                             Portland, Oregon 97204

                        CALCULATION OF REGISTRATION FEE 
--------------------------------------------------------------------------------
Proposed           Proposed
                             Number of         Maximum            Maximum            Amount of
Title of Securities        Shares Being     Offering Price       Aggregate         Registration
Being Registered           Registered(1)     Per Share(2)    Offering Price(2)         Fee
Class A Common Stock         250,000           $14.25           $3,562,500           $1,051.00
(1)  The shares of Common  Stock  represent  the  number of shares  which may be
     issued pursuant to the Salary  Reduction  Profit Sharing Plan. In addition,
     pursuant  to  Rule  416,  this   Registration   Statement  also  covers  an
     indeterminate number of additional shares which may be issuable as a result
     of the anti-dilution provisions of Plan.

(2)  The maximum offering price for the shares cannot presently be determined as
     the offering price is  established at the time shares are issued.  Pursuant
     to Rule  457(h),  the offering  price is  estimated  based on the last sale
     price reported for the Common Stock on NASDAQ on December 26, 1997.

     Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement  also covers an  indeterminate  amount of  interests to be offered and
sold  pursuant to the Plan.  Pursuant to Rule  457(h),  no  registration  fee is
applicable to interests in the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents filed by Lithia Motors,  Inc. (the "Company") with
the Securities and Exchange  Commission  are  incorporated  by reference in this
registration statement:

     1. The Company's  annual  report on Form 10-K filed with the  Commission on
March 31, 1997 (File No. 000-21789).

     2. The  description of the Class A Common Stock  contained in the Company's
registration  statement on Form S-1  declared  effective  by the  Commission  on
December 18, 1996 (File No. 333-14031).

     All  documents  filed  by the  Company  subsequent  to those  listed  above
pursuant to Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act
of 1934, as amended,  prior to the filing of a  post-effective  amendment  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  the  date of  filing  of such
documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Under the Oregon Business  Corporation Act (Oregon Revised Statutes ("ORS")
Sections  60.387 to 60.414),  applicable to the Company,  a person who is made a
party to a proceeding  because such person is or was an officer or director of a
corporation may be indemnified by the corporation  against liability incurred by
such person in connection with the proceeding if (i) the person's conduct was in
good  faith  and  in  a  manner  he  or  she  reasonably  believed  was  in  the
corporation's  best  interest or at least not opposed to its best  interests and
(ii)  if  the  proceeding  was a  criminal  proceeding,  the  Indemnitee  had no
reasonable cause to believe his or her conduct was unlawful.  Indemnification is
not  permitted  if the  person  was  adjudged  liable  to the  corporation  in a
proceeding  by or in the  right of the  corporation,  or if the  Indemnitee  was
adjudged  liable on the basis  that he or she  improperly  received  a  personal
benefit.  Unless  the  articles  of  the  corporation  provide  otherwise,  such
indemnification  is  mandatory if the  Indemnitee  is wholly  successful  on the
merits or otherwise, or if ordered by a court of competent jurisdiction.

     The Oregon Business Corporation Act also provides that a company's Articles
of Incorporation may limit or eliminate the personal  liability of a director to
the  corporation  or its  shareholders  for  monetary  damages  for conduct as a
director,  provided that no such  provision  shall  eliminate the liability of a
director for (i) any breach of the directors' duty of loyalty to the corporation
or its  shareholders;  (ii) acts or omissions not in good faith or which involve

                                      II-1
intentional  misconduct  or a  knowing  violation  of law;  (iii)  any  unlawful
distribution;  or (iv) any  transaction  from  which  the  director  derived  an
improper personal benefit.

     The Company's Articles of Incorporation  (the "Articles")  provide that the
company  will  indemnify  its  directors  and  officers,  to the fullest  extent
permissible  under the Oregon  Business  Corporation  Act  against  all  expense
liability and loss  (including  attorney fees) incurred or suffered by reason of
service as a director  or  officer  of the  company or is or was  serving at the
request of the company as a director,  officer,  partner,  trustee,  employee or
agent of  another  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan or other enterprise.

     The effect of these  provisions  is to limit the liability of directors for
monetary damages, and to indemnify the directors and officers of the Company for
all costs and expenses for  liability  incurred by them in  connection  with any
action,  suit or proceeding in which they may become involved by reason of their
affiliation  with the Company,  to the fullest  extent  permitted by law.  These
provisions  do not limit the  rights of the  Company or any  shareholder  to see
non-monetary   relief,   and  do  not   affect   a   director's   or   officer's
responsibilities under any other laws, such as securities or environmental laws.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The exhibits required by Item 601 of Regulation S-K being filed herewith or
incorporated herein by reference are as follows:

Exhibit

4.1       Restated Articles of Incorporation of Lithia Motors, Inc. Incorporated
          by reference to Exhibit 3.1 to the Company's registration statement on
          Form  S-1  as  declared  effective  by  the  Securities  and  Exchange
          Commission on December 18, 1996 (File No. 333-14031).

4.2       Bylaws of Lithia Motors, Inc. Incorporated by reference to Exhibit 3.2
          to the  Company's  registration  statement  on  Form  S-1 as  declared
          effective by the  Securities  and Exchange  Commission on December 18,
          1996 (File No. 333-14031).

5.1       Opinion of Foster Pepper & Shefelman

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Foster Pepper & Shefelman (Included in Exhibit 5.1)

99        Lithia Motors, Inc. Salary Reduction Profit Sharing Plan

                                      II-2
<
Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (A) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

     (1)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (2)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

     (3)  To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

Provided  however,  that  paragraphs  1 and 2 do not  apply  if the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

     (B) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (C) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (D) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a)  or  Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (E) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant,  pursuant to the provisions  described in Item 6, or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the event  that the claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final  adjudication of such issue. The foregoing  undertaking
shall not apply to indemnification which is covered by insurance.

                                      II-3
SIGNATURES

     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  Medford,  State  of  Oregon,  on the  30th  day of
December, 1997.

                                   LITHIA MOTORS, INC.

                                   By:  /s/ M.L. Dick Heimann
                                        ----------------------------------------
                                        M.L. Dick Heimann,
                                        Executive Vice President

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

By:  /s/ Sidney B. DeBoer                              Date: 12-30-97
     ------------------------------------------------        -------------------
     Sidney B. DeBoer
     President, Chief Executive Officer and
     Chairman of the Board of Directors

By:  /s/ M.L. Dick Heimann                             Date: 12-30-97
     ------------------------------------------------        -------------------
     M.L. Dick Heimann
     Executive Vice President, Director

By:  /s/ R. Bradford Gray                              Date: 12-30-97
     ------------------------------------------------        -------------------
     R. Bradford Gray
     Director

By:  /s/ Thomas Becker                                 Date:12-30-97
     ------------------------------------------------       --------------------
     Thomas Becker
     Director

By:  /s/ William Young                                 Date: 12-30-97
     ------------------------------------------------        -------------------
     William Young
     Director

By:  /s/ Brian R. Neill                                Date: 12-30-97
     ------------------------------------------------        -------------------
     Brian R. Neill
     Senior Vice President, Chief Financial Officer
     (Chief Accounting and Financial Officer)

PAGE>
                                  EXHIBIT INDEX

Exhibit

4.1       Restated Articles of Incorporation of Lithia Motors, Inc. Incorporated
          by reference to Exhibit 3.1 to the Company's registration statement on
          Form S-1 as declared effective by the Securities and Exchange
          Commission on December 18, 1996 (File No. 333-14031).

4.2       Bylaws of Lithia Motors, Inc. Incorporated by reference to Exhibit 3.2
          to the Company's registration statement on Form S-1 as declared
          effective by the Securities and Exchange Commission on December 18,
          1996 (File No. 333-14031).

5.1       Opinion of Foster Pepper & Shefelman

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Foster Pepper & Shefelman (Included in Exhibit 5.1)

99        Lithia Motors, Inc. Salary Reduction Profit Sharing Plan