Filed with the Securities and Exchange Commission on June  ___, 2000

                                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. 1998 EMPLOYEE STOCK PURCHASE 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           250,000          $12.375           $3,093,750         $816.75
</TABLE>

(1)  The shares of Common  Stock  represent  the number of shares which may be
     issued pursuant to the 1998 Stock Purchase 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
     average sale price reported for the Common Stock on NYSE on June 5, 2000,
     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

     At the Company's Annual Meeting of Shareholders held on May 18, 2000, the
shareholders  of the  Company  approved an  amendment  to the  Company's  1998
Employee  Stock  Purchase  Plan  ("Plan")  increasing  the number of shares of
Common Stock authorized for issuance  pursuant to the Plan from the previously
registered amount of 250,000 shares to 500,000 shares.

     The purpose of this Registration  Statement on Form S-8 is to register an
additional 250,000 shares of Class A Common Stock issuable under the Plan.

Item 3. Incorporation of Documents by Reference.

     Pursuant to a Registration Statement on Form S-8 (SEC File No. 333-69169)
filed with the  Securities  and  Exchange  Commission  (the  "Commission")  on
December 18, 1998,  Lithia Motors,  Inc. (the  "Company")  registered  250,000
shares of its Class A Common Stock with respect to the Company's 1998 Employee
Stock Purchase Plan. In accordance with General  Instruction E of Registration
Statement Form S-8, the Company's Registration Statement on Form S-8 (SEC File
No.  333-69169)  is hereby  incorporated  by  reference  in this  registration
statement.

     Also  incorporated by reference in, and made a part of, this Registration
Statement  are: (a) the  Company's  Annual  Report on Form 10-K for the fiscal
year ended December 31, 1999, File No. 1-14733; (b) all other reports filed by
the Company  pursuant to Section  13(a) or 15(d) of the Exchange Act since the
end of the  fiscal  year  covered  by the  1999  Annual  Report;  and  (c) all
documents  subsequently filed pursuant to Sections 13(a),  13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to  the  filing  of  a  post-effective  amendment  which  indicates  that  all
securities  offered have been sold or which  deregisters  all securities  then
remaining  unsold,  shall be deemed to be  incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

     For purposes of this Registration Statement, any statement contained in a
document  incorporated or deemed to be incorporated  herein by reference shall
be  deemed  to be  modified  or  superseded  to the  extent  that a  statement
contained herein or in any other  subsequently  filed document that also is or
is deemed to be incorporated  herein by reference  modifies or supersedes such
statement in such document.  Any statement so modified or superseded shall not
be deemed,  except as so modified or superseded,  to constitute a part of this
Registration Statement.

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  (included  in the 1999 Annual  Report,
     File No. 1-14733)

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

24.1 Power of Attorney  (Included in the signature  page in Form S-8 (SEC File
     No. 333-69169))



                                      2
<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 6th
day of June, 2000.

                              LITHIA MOTORS, INC.


                              By: /s/ Sidney B. DeBoer
                                  -------------------------------------------
                                  Sidney B. DeBoer
                                  Chairman and Chief Executive 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: June 6, 2000
    ------------------------------------------------
    Sidney B. DeBoer
    Chairman of the Board and Chief Executive Officer


By: /s/ Sidney B. DeBoer, Attorney-In-Fact              Date: June 6, 2000
    ------------------------------------------------
    M.L. Dick Heimann
    President, Chief Operating Officer, Director


By: /s/ Sidney B. DeBoer, Attorney-In-Fact              Date: June 6, 2000
    ------------------------------------------------
    R. Bradford Gray, Ex. Vice President, Director


By: /s/ Jeffrey B. DeBoer                               Date: June 6, 2000
    ------------------------------------------------
    Jeffrey B. DeBoer
    Senior Vice President, Chief Financial Officer
    (Chief Accounting and Financial Officer)


By: /s/ Sidney B. DeBoer, Attorney-In-Fact              Date: June 6, 2000
    ------------------------------------------------
    Thomas Becker, Director


By: /s/                                                 Date:
    ------------------------------------------------
    W. Douglas Moreland, Director


By: /s/                                                 Date:
    ------------------------------------------------
    William Young, Director


By: /s/                                                 Date:
    ------------------------------------------------
    Gerald F. Taylor, Director



                                      3
<PAGE>

                                 EXHIBIT INDEX

Exhibit

5.1  Opinion of Foster Pepper & Shefelman

23.1 Consent of KPMG Peat  Marwick  LLP
     (Included  in the  1999  Annual  Report, File No. 1-14733)

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

24.1 Power of Attorney
     (Included in the signature page in Form S-8 (SEC File
     No. 333-69169))



                            4
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "LITHIA MOTORS FORM S-8", "secsgml_size_bytes": 9473}]
{"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": "333-39092", "film-number": "653657"}, "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  ___, 2000

                                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. 1998 EMPLOYEE STOCK PURCHASE 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           250,000          $12.375           $3,093,750         $816.75
(1)  The shares of Common  Stock  represent  the number of shares which may be
     issued pursuant to the 1998 Stock Purchase 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
     average sale price reported for the Common Stock on NYSE on June 5, 2000,
     and the maximum  offering  price is  calculated  for the sole  purpose of
     determining the Registration Fee.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     At the Company's Annual Meeting of Shareholders held on May 18, 2000, the
shareholders  of the  Company  approved an  amendment  to the  Company's  1998
Employee  Stock  Purchase  Plan  ("Plan")  increasing  the number of shares of
Common Stock authorized for issuance  pursuant to the Plan from the previously
registered amount of 250,000 shares to 500,000 shares.

     The purpose of this Registration  Statement on Form S-8 is to register an
additional 250,000 shares of Class A Common Stock issuable under the Plan.

Item 3. Incorporation of Documents by Reference.

     Pursuant to a Registration Statement on Form S-8 (SEC File No. 333-69169)
filed with the  Securities  and  Exchange  Commission  (the  "Commission")  on
December 18, 1998,  Lithia Motors,  Inc. (the  "Company")  registered  250,000
shares of its Class A Common Stock with respect to the Company's 1998 Employee
Stock Purchase Plan. In accordance with General  Instruction E of Registration
Statement Form S-8, the Company's Registration Statement on Form S-8 (SEC File
No.  333-69169)  is hereby  incorporated  by  reference  in this  registration
statement.

     Also  incorporated by reference in, and made a part of, this Registration
Statement  are: (a) the  Company's  Annual  Report on Form 10-K for the fiscal
year ended December 31, 1999, File No. 1-14733; (b) all other reports filed by
the Company  pursuant to Section  13(a) or 15(d) of the Exchange Act since the
end of the  fiscal  year  covered  by the  1999  Annual  Report;  and  (c) all
documents  subsequently filed pursuant to Sections 13(a),  13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to  the  filing  of  a  post-effective  amendment  which  indicates  that  all
securities  offered have been sold or which  deregisters  all securities  then
remaining  unsold,  shall be deemed to be  incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

     For purposes of this Registration Statement, any statement contained in a
document  incorporated or deemed to be incorporated  herein by reference shall
be  deemed  to be  modified  or  superseded  to the  extent  that a  statement
contained herein or in any other  subsequently  filed document that also is or
is deemed to be incorporated  herein by reference  modifies or supersedes such
statement in such document.  Any statement so modified or superseded shall not
be deemed,  except as so modified or superseded,  to constitute a part of this
Registration Statement.

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  (included  in the 1999 Annual  Report,
     File No. 1-14733)

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

24.1 Power of Attorney  (Included in the signature  page in Form S-8 (SEC File
     No. 333-69169))

                                      2
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 6th
day of June, 2000.

                              LITHIA MOTORS, INC.

                              By: /s/ Sidney B. DeBoer
                                  -------------------------------------------
                                  Sidney B. DeBoer
                                  Chairman and Chief Executive 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: June 6, 2000
    ------------------------------------------------
    Sidney B. DeBoer
    Chairman of the Board and Chief Executive Officer

By: /s/ Sidney B. DeBoer, Attorney-In-Fact              Date: June 6, 2000
    ------------------------------------------------
    M.L. Dick Heimann
    President, Chief Operating Officer, Director

By: /s/ Sidney B. DeBoer, Attorney-In-Fact              Date: June 6, 2000
    ------------------------------------------------
    R. Bradford Gray, Ex. Vice President, Director

By: /s/ Jeffrey B. DeBoer                               Date: June 6, 2000
    ------------------------------------------------
    Jeffrey B. DeBoer
    Senior Vice President, Chief Financial Officer
    (Chief Accounting and Financial Officer)

By: /s/ Sidney B. DeBoer, Attorney-In-Fact              Date: June 6, 2000
    ------------------------------------------------
    Thomas Becker, Director

By: /s/                                                 Date:
    ------------------------------------------------
    W. Douglas Moreland, Director

By: /s/                                                 Date:
    ------------------------------------------------
    William Young, Director

By: /s/                                                 Date:
    ------------------------------------------------
    Gerald F. Taylor, Director

                                      3
EXHIBIT INDEX

Exhibit

5.1  Opinion of Foster Pepper & Shefelman

23.1 Consent of KPMG Peat  Marwick  LLP
     (Included  in the  1999  Annual  Report, File No. 1-14733)

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

24.1 Power of Attorney
     (Included in the signature page in Form S-8 (SEC File
     No. 333-69169))

                            4