Filed with the Securities and Exchange Commission on June 11, 1999
                                   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)

                           1996 STOCK INCENTIVE PLAN
                           (Full title of the plan)


                   Sidney B. DeBoer, Chief Executive Officer
                              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


<TABLE>
<CAPTION>

                            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
----------------------------------------------------------------------------------------------

<S>                        <C>              <C>              <C>                    <C>
Class A Common Stock       615,000          $18.5            $11,377,500            $3,162.95
----------------------------------------------------------------------------------------------

</TABLE>
(1)   The shares of Common Stock  represent  the number of  additional  shares
      being  registered under the 1996 Stock Incentive Plan bringing the total
      number of shares that may be issued pursuant to the plan to 1,700,000.

(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 the New York Stock
      Exchange on June 10, 1999, and the maximum  offering price is calculated
      for the sole purpose of determining the Registration Fee.


<PAGE>


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

      Pursuant  to  a  Registration  Statement  on  Form  S-8  (SEC  File  No.
333-21673)  filed with the Securities and Exchange  Commission on February 12,
1997,  Lithia  Motors,  Inc.  registered  670,000 shares of its Class A Common
Stock with  respect to its 1996  Stock  Incentive  Plan.  In  accordance  with
General  Instruction  E of  Registration  Statement  Form S-8, the contents of
Lithia's  Registration  Statement on Form S-8 (SEC File No.  333-21673)  filed
with the SEC on February 12, 1997 are hereby incorporated by reference in this
registration statement.  Lithia registered an additional 415,000 shares of its
Class A Common Stock with respect to its 1996 Stock Incentive Plan pursuant to
a  Registration  Statement  on Form S-8 (SEC File No.  333-69225)  filed as of
December 12, 1998.

      At Lithia's 1998 Annual  Meeting of  Shareholders  held on May 20, 1999,
shareholders approved an amendment to the 1996 Stock Incentive Plan increasing
the number of shares of Class A Common Stock authorized for issuance  pursuant
to the 1996 Stock  Incentive  Plan from the  previously  registered  amount of
1,085,000 shares to 1,700,000 shares.

      The purpose of this registration statement on Form S-8 is to register an
additional  615,000  shares of Class A Common  Stock  issuable  under the 1996
Stock Incentive Plan.

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

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)

24.1  Power of Attorney
           (Included in the signature page)


<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
21st day of May, 1999.

                          LITHIA MOTORS, INC.

                          By: /s/ M.L. Dick Heimann
                              ------------------------------------------------
                              M.L. Dick Heimann
                              President and Chief Operating Officer


      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: May 21, 1999
     ------------------------------------------
     Sidney B. DeBoer
     Chief Executive Officer and
     Chairman of the Board of Directors


By:  /s/ M.L. Dick Heimann                                  Date: May 21, 1999
     ------------------------------------------
     M.L. Dick Heimann
     President, Chief Operating Officer, Director


By:  /s/ R. Bradford Gray                                   Date: May 21, 1999
     ------------------------------------------
     R. Bradford Gray, Director


By:                                                         Date: May __, 1999
     ------------------------------------------
     W. Douglas Moreland, Director


By:  /s/ William J. Young                                   Date: May 21, 1999
     ------------------------------------------
     William J. Young, Director


By:                                                         Date: May __, 1999
     ------------------------------------------
     Thomas Becker, Director


By:  /s/ Brian R. Neill                                     Date: May 21, 1999
     ------------------------------------------
     Brian R. Neill
     Senior Vice President, Chief Financial Officer
     (Chief Accounting and Financial Officer)


<PAGE>

                           EXHIBIT INDEX


Exhibit

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)

24.1  Power of Attorney
           (Included in the signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 LITHIA MOTORS, INC.", "secsgml_size_bytes": 7648}]
{"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": "333-80459", "film-number": "99644722"}, "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 June 11, 1999
                                   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)

                           1996 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                   Sidney B. DeBoer, Chief Executive Officer
                              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       615,000          $18.5            $11,377,500            $3,162.95
----------------------------------------------------------------------------------------------
(1)   The shares of Common Stock  represent  the number of  additional  shares
      being  registered under the 1996 Stock Incentive Plan bringing the total
      number of shares that may be issued pursuant to the plan to 1,700,000.

(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 the New York Stock
      Exchange on June 10, 1999, and the maximum  offering price is calculated
      for the sole purpose of determining the Registration Fee.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

      Pursuant  to  a  Registration  Statement  on  Form  S-8  (SEC  File  No.
333-21673)  filed with the Securities and Exchange  Commission on February 12,
1997,  Lithia  Motors,  Inc.  registered  670,000 shares of its Class A Common
Stock with  respect to its 1996  Stock  Incentive  Plan.  In  accordance  with
General  Instruction  E of  Registration  Statement  Form S-8, the contents of
Lithia's  Registration  Statement on Form S-8 (SEC File No.  333-21673)  filed
with the SEC on February 12, 1997 are hereby incorporated by reference in this
registration statement.  Lithia registered an additional 415,000 shares of its
Class A Common Stock with respect to its 1996 Stock Incentive Plan pursuant to
a  Registration  Statement  on Form S-8 (SEC File No.  333-69225)  filed as of
December 12, 1998.

      At Lithia's 1998 Annual  Meeting of  Shareholders  held on May 20, 1999,
shareholders approved an amendment to the 1996 Stock Incentive Plan increasing
the number of shares of Class A Common Stock authorized for issuance  pursuant
to the 1996 Stock  Incentive  Plan from the  previously  registered  amount of
1,085,000 shares to 1,700,000 shares.

      The purpose of this registration statement on Form S-8 is to register an
additional  615,000  shares of Class A Common  Stock  issuable  under the 1996
Stock Incentive Plan.

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

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)

24.1  Power of Attorney
           (Included in the signature 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
21st day of May, 1999.

                          LITHIA MOTORS, INC.

                          By: /s/ M.L. Dick Heimann
                              ------------------------------------------------
                              M.L. Dick Heimann
                              President and Chief Operating Officer

      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: May 21, 1999
     ------------------------------------------
     Sidney B. DeBoer
     Chief Executive Officer and
     Chairman of the Board of Directors

By:  /s/ M.L. Dick Heimann                                  Date: May 21, 1999
     ------------------------------------------
     M.L. Dick Heimann
     President, Chief Operating Officer, Director

By:  /s/ R. Bradford Gray                                   Date: May 21, 1999
     ------------------------------------------
     R. Bradford Gray, Director

By:                                                         Date: May __, 1999
     ------------------------------------------
     W. Douglas Moreland, Director

By:  /s/ William J. Young                                   Date: May 21, 1999
     ------------------------------------------
     William J. Young, Director

By:                                                         Date: May __, 1999
     ------------------------------------------
     Thomas Becker, Director

By:  /s/ Brian R. Neill                                     Date: May 21, 1999
     ------------------------------------------
     Brian R. Neill
     Senior Vice President, Chief Financial Officer
     (Chief Accounting and Financial Officer)
EXHIBIT INDEX

Exhibit

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)

24.1  Power of Attorney
           (Included in the signature page)