Filed with the Securities and Exchange Commission on December ___, 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)

                          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>
                               CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________________________
<S>                     <C>            <C>                  <C>                <C>
                                          Proposed            Proposed
                          Number of       Maximum             Maximum           Amount of
Title of Securities     Shares Being   Offering Price         Aggregate        Registration
Being Registered         Registered      Per Share (1)      Offering Price (1)      Fee       
_____________________________________________________________________________________________

Class A Common Stock      415,000          $16.875           $7,003,125.00       $1,946.87
_____________________________________________________________________________________________

</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 1,085,000.

(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  NASDAQ on
      December 14, 1998, 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   (the
"Commission")  on February 12,  1997,  Lithia  Motors,  Inc.  (the  "Company")
registered  670,000  shares of its Class A Common  Stock  with  respect to the
Company's 1996 Stock  Incentive Plan (the "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.  333-21673)  filed with the Securities and
Exchange  Commission on February 12, 1997 is hereby  incorporated by reference
in this registration statement.

      At the Company's  1998 Annual  Meeting of  Shareholders  held on May 14,
1998,  the  shareholders  of the  Company  approved an  amendment  to the Plan
increasing  the  number  of shares of Common  Stock  authorized  for  issuance
pursuant to the Plan from the previously  registered  amount of 670,000 shares
to 1,085,000 shares.

      The purpose of this  Registration  Statement  on Form S-8 is to register
an additional 415,000 shares of Class A Common Stock issuable under the 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
15th day of December, 1998.

                              LITHIA MOTORS, INC.


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


                              POWER OF ATTORNEY

      Each person whose individual  signature  appears below hereby authorizes
and appoints SIDNEY B. DeBOER and BRIAN R. NEILL,  and each of them, with full
power  of  substitution  to act as his true and  lawful  attorney  in fact and
agent to act in his name,  place and stead,  and to execute in the name and on
behalf of each person,  individually and in each capacity stated below, and to
file  any  and all  amendments  to this  registration,  including  any and all
post-effective amendments or new registration pursuant to Rule 462.

     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: December 15, 1998
   Sidney B. DeBoer
   Chief Executive Officer and
   Chairman of the Board of Directors


By:/s/ M. L. Dick Heimann                 Date: December 15, 1998
   M.L. Dick Heimann
   President, Chief Operating Officer, Director


By:/s/ R. Bradford Gray                   Date: December 15, 1998
   R. Bradford Gray, Director


By: /s/ Brian R. Neill                    Date: December 15, 1998
   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 REGISTRATION STMT (STOCK INCENTIVE PLAN)", "secsgml_size_bytes": 7337}]
{"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": "333-69225", "film-number": "98772129"}, "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 ___, 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)

                          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      Per Share (1)      Offering Price (1)      Fee       
_____________________________________________________________________________________________

Class A Common Stock      415,000          $16.875           $7,003,125.00       $1,946.87
_____________________________________________________________________________________________
(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 1,085,000.

(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  NASDAQ on
      December 14, 1998, 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   (the
"Commission")  on February 12,  1997,  Lithia  Motors,  Inc.  (the  "Company")
registered  670,000  shares of its Class A Common  Stock  with  respect to the
Company's 1996 Stock  Incentive Plan (the "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.  333-21673)  filed with the Securities and
Exchange  Commission on February 12, 1997 is hereby  incorporated by reference
in this registration statement.

      At the Company's  1998 Annual  Meeting of  Shareholders  held on May 14,
1998,  the  shareholders  of the  Company  approved an  amendment  to the Plan
increasing  the  number  of shares of Common  Stock  authorized  for  issuance
pursuant to the Plan from the previously  registered  amount of 670,000 shares
to 1,085,000 shares.

      The purpose of this  Registration  Statement  on Form S-8 is to register
an additional 415,000 shares of Class A Common Stock issuable under the 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
15th day of December, 1998.

                              LITHIA MOTORS, INC.

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

                              POWER OF ATTORNEY

      Each person whose individual  signature  appears below hereby authorizes
and appoints SIDNEY B. DeBOER and BRIAN R. NEILL,  and each of them, with full
power  of  substitution  to act as his true and  lawful  attorney  in fact and
agent to act in his name,  place and stead,  and to execute in the name and on
behalf of each person,  individually and in each capacity stated below, and to
file  any  and all  amendments  to this  registration,  including  any and all
post-effective amendments or new registration pursuant to Rule 462.

     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: December 15, 1998
   Sidney B. DeBoer
   Chief Executive Officer and
   Chairman of the Board of Directors

By:/s/ M. L. Dick Heimann                 Date: December 15, 1998
   M.L. Dick Heimann
   President, Chief Operating Officer, Director

By:/s/ R. Bradford Gray                   Date: December 15, 1998
   R. Bradford Gray, Director

By: /s/ Brian R. Neill                    Date: December 15, 1998
   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)