Filed with the Securities and Exchange Commission on February 3, 1998
                      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)

       1997 NON-DISCRETIONARY STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (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>
                                     Number             Proposed              Proposed
                                       of                Maximum               Maximum
                                     Shares             Offering              Aggregate               Amount of
Title of Securities                  Being              Price Per             Offering                Registration
Being Registered                   Registered(1)          Share                 Price                     Fee        
<S>                                    <C>                 <C>                   <C>                     <C>   
Common Stock                           3,000               $11.25                $  33,750               $ 9.96
Common Stock                          12,000               $14.75(2)             $ 177,000               $52.22
                                                                                                                   
</TABLE>
(1)  The shares of Common Stock  represent  the number of shares with respect to
     which  options  have  been  granted  or  may  be  granted  under  the  1997
     Non-Discretionary   Stock  Option  Plan  for  Non-Employee   Directors.  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 options are granted. Pursuant
     to Rule  457(h),  the offering  price is  estimated  based on the last sale
     price reported for the Common Stock on NASDAQ on February 2, 1998.

<PAGE>
                                     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 PLLC

23.1    Consent of KPMG Peat Marwick LLP

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

99      Lithia  Motors,  Inc.  1997  Non-Discretionary  Stock  Option  Plan  for
        Non-Employee Directors

                                      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 26th day of January,
1998.

                                        LITHIA MOTORS, INC.


                                        By:/s/Sidney B. DeBoer                 
                                           Sidney B. DeBoer, 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:1/26/98               
   Sidney B. DeBoer
   President, Chief Executive Officer and
   Chairman of the Board of Directors


By:/s/M.L. Dick Heimann                     Date:1/26/98               
   M.L. Dick Heimann
   Director


By:/s/R. Bradford Gray                      Date:1/26/98               
   R. Bradford Gray
   Director


By:/s/Thomas Becker                                  Date:1/26/98               
   Thomas Becker
   Director


By:/s/William J. Young                      Date:1/26/98               
   William Young
   Director


By:/s/Brian R. Neill                                 Date:1/26/98               
   Brian R. Neill
   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 PLLC

23.1    Consent of KPMG Peat Marwick LLP

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

99      Lithia  Motors,  Inc.  1997  Non-Discretionary  Stock  Option  Plan  for
        Non-Employee Directors
[{"type": "S-8", "sequence": "1", "description": "LITHIA  MOTORS FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 15260}]
{"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": "333-45553", "film-number": "98520565"}, "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 February 3, 1998
                      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)

       1997 NON-DISCRETIONARY STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (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
Number             Proposed              Proposed
                                       of                Maximum               Maximum
                                     Shares             Offering              Aggregate               Amount of
Title of Securities                  Being              Price Per             Offering                Registration
Being Registered                   Registered(1)          Share                 Price                     Fee
Common Stock                           3,000               $11.25                $  33,750               $ 9.96
Common Stock                          12,000               $14.75(2)             $ 177,000               $52.22
(1)  The shares of Common Stock  represent  the number of shares with respect to
     which  options  have  been  granted  or  may  be  granted  under  the  1997
     Non-Discretionary   Stock  Option  Plan  for  Non-Employee   Directors.  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 options are granted. Pursuant
     to Rule  457(h),  the offering  price is  estimated  based on the last sale
     price reported for the Common Stock on NASDAQ on February 2, 1998.
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 PLLC

23.1    Consent of KPMG Peat Marwick LLP

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

99      Lithia  Motors,  Inc.  1997  Non-Discretionary  Stock  Option  Plan  for
        Non-Employee Directors

                                      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 26th day of January,
1998.

                                        LITHIA MOTORS, INC.

                                        By:/s/Sidney B. DeBoer                 
                                           Sidney B. DeBoer, 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:1/26/98               
   Sidney B. DeBoer
   President, Chief Executive Officer and
   Chairman of the Board of Directors

By:/s/M.L. Dick Heimann                     Date:1/26/98               
   M.L. Dick Heimann
   Director

By:/s/R. Bradford Gray                      Date:1/26/98               
   R. Bradford Gray
   Director

By:/s/Thomas Becker                                  Date:1/26/98               
   Thomas Becker
   Director

By:/s/William J. Young                      Date:1/26/98               
   William Young
   Director

By:/s/Brian R. Neill                                 Date:1/26/98               
   Brian R. Neill
   Chief Financial Officer (Chief Accounting
   and Financial Officer)
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 PLLC

23.1    Consent of KPMG Peat Marwick LLP

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

99      Lithia  Motors,  Inc.  1997  Non-Discretionary  Stock  Option  Plan  for
        Non-Employee Directors