SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549


                                      FORM 8-K


                                   CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934.



                  Date of Report (Date of Earliest event reported):
                                  September 5, 1996

                                          
                            PRIDE AUTOMOTIVE GROUP, INC.
               (Exact name of registrant as specified in its charter)


         Delaware           0-24742            13-3704059
         State of           Commission File    IRS Employer
         Incorporation      Number.            Identification No.  


                  Pride House, Watford Metro Centre, Tolpits Lane,
                       Watford Hertfordshire, England WD1 8SB
                                          
                       Address of principal executive offices

          Registrant's telephone number, including area code (800) 698-6590


                                        None 
            (Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets

Pride Automotive Group, Inc. has entered into an agreement to acquire all the
assets of AC Cars Limited and Autokraft Limited, two companies incorporated
in England.  The acquisition will be made through AC Automotive Group, Inc.,
a wholly owned subsidiary of Pride Automotive Group, Inc., which was
incorporated in Delaware on August 9, 1996.

AC Cars Limited and Autokraft Limited (collectively "AC") are engaged in the
design, development, manufacture, marketing and sales of two convertible
sports cars, the famous AC Cobra and the AC Ace which will soon be released
on the worldwide market.  Both of these cars use American Ford V8 engines as
their power plant.

AC is Britain's oldest surviving independent car manufacturer and has been in
continuous operation since 1901.  The Group has used the Cobra name under a
license agreement with the Ford Motor Company.

Historically, AC Cars Limited has performed development, sales and marketing
work while Autokraft Limited has performed manufacturing work and has
provided specialized engineering and prototyping services.

AC has incurred losses in recent years due to the design and development
costs associates with bringing the AC Ace into production.  The AC Ace is now
type-approved for the United Kingdom and certain other EEC Countries,
Thailand and is currently in the process of gaining the approvals to be sold
in the United States and Australia.  It has been very well received by the
world motoring press and it is manufactured with a stainless steel alloy
monocoupe type chassis, together with aluminum outer body panels.

The AC Cobra is a high powered, hand built sports car with an aluminum body. 
Originally manufactured by AC in the 1960's, the Cobra's produced by AC today
use the same traditional coach building methods and the original tooling.

AC was placed in Administrative Receivership in March 1996 to protect it from
its creditors as it could not pay its debts as they arose due a lack of
capital as a direct result of the development costs of the AC Ace and other
costs connected with an expensive restoration of a Hawker Hurricane
Aeroplane.  This restoration has not been completed and the Hurricane has
been put on the market for sale.

Due to a confidentiality agreement between Pride Automotive Group, Inc. and
the Administrators of AC, no details of the purchase price can be released
until after the deal has closed.  Closing is expected to be early in the Fall
of 1996 and it is subject to Pride Automotive Group, Inc. having all its
financing in place.

Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
 
         (a)       Financial Statements of business being acquired. Shall be
                   filed by amendment.

         (b)       Exhibits. The following exhibits are filed herewith pursuant
                   to Item 601 of Regulation S-B of the Securities Act of 1933,
                   as amended, in connection with Registrant's report on Form
                   8-K dated September 20, 1996 under file No. O-27944.

10.12    -         Form of Agreement to purchase all the assets of AC Cars
                   Limited and Autokraft Limited.
<PAGE>
                                     SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
Undersigned hereunto duly authorized on the 20th of September 1996.



                                           PRIDE AUTOMOTIVE GROUP, INC.



                                      By:  /s/ Alan Lubinsky
                                           Alan Lubinsky, President
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SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

                                      FORM 8-K

                                   CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934.

                  Date of Report (Date of Earliest event reported):
                                  September 5, 1996

                                          
                            PRIDE AUTOMOTIVE GROUP, INC.
               (Exact name of registrant as specified in its charter)

         Delaware           0-24742            13-3704059
         State of           Commission File    IRS Employer
         Incorporation      Number.            Identification No.  

                  Pride House, Watford Metro Centre, Tolpits Lane,
                       Watford Hertfordshire, England WD1 8SB
                                          
                       Address of principal executive offices

          Registrant's telephone number, including area code (800) 698-6590

                                        None 
            (Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets

Pride Automotive Group, Inc. has entered into an agreement to acquire all the
assets of AC Cars Limited and Autokraft Limited, two companies incorporated
in England.  The acquisition will be made through AC Automotive Group, Inc.,
a wholly owned subsidiary of Pride Automotive Group, Inc., which was
incorporated in Delaware on August 9, 1996.

AC Cars Limited and Autokraft Limited (collectively "AC") are engaged in the
design, development, manufacture, marketing and sales of two convertible
sports cars, the famous AC Cobra and the AC Ace which will soon be released
on the worldwide market.  Both of these cars use American Ford V8 engines as
their power plant.

AC is Britain's oldest surviving independent car manufacturer and has been in
continuous operation since 1901.  The Group has used the Cobra name under a
license agreement with the Ford Motor Company.

Historically, AC Cars Limited has performed development, sales and marketing
work while Autokraft Limited has performed manufacturing work and has
provided specialized engineering and prototyping services.

AC has incurred losses in recent years due to the design and development
costs associates with bringing the AC Ace into production.  The AC Ace is now
type-approved for the United Kingdom and certain other EEC Countries,
Thailand and is currently in the process of gaining the approvals to be sold
in the United States and Australia.  It has been very well received by the
world motoring press and it is manufactured with a stainless steel alloy
monocoupe type chassis, together with aluminum outer body panels.

The AC Cobra is a high powered, hand built sports car with an aluminum body. 
Originally manufactured by AC in the 1960's, the Cobra's produced by AC today
use the same traditional coach building methods and the original tooling.

AC was placed in Administrative Receivership in March 1996 to protect it from
its creditors as it could not pay its debts as they arose due a lack of
capital as a direct result of the development costs of the AC Ace and other
costs connected with an expensive restoration of a Hawker Hurricane
Aeroplane.  This restoration has not been completed and the Hurricane has
been put on the market for sale.

Due to a confidentiality agreement between Pride Automotive Group, Inc. and
the Administrators of AC, no details of the purchase price can be released
until after the deal has closed.  Closing is expected to be early in the Fall
of 1996 and it is subject to Pride Automotive Group, Inc. having all its
financing in place.

Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
 
         (a)       Financial Statements of business being acquired. Shall be
                   filed by amendment.

         (b)       Exhibits. The following exhibits are filed herewith pursuant
                   to Item 601 of Regulation S-B of the Securities Act of 1933,
                   as amended, in connection with Registrant's report on Form
                   8-K dated September 20, 1996 under file No. O-27944.

10.12    -         Form of Agreement to purchase all the assets of AC Cars
                   Limited and Autokraft Limited.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
Undersigned hereunto duly authorized on the 20th of September 1996.

                                           PRIDE AUTOMOTIVE GROUP, INC.

                                      By:  /s/ Alan Lubinsky
                                           Alan Lubinsky, President