<PAGE>1
                                            Registration No. ______



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             UNITED AUTO GROUP, INC.
               (Exact name of issuer as specified in its charter)


            Delaware                                   22-3086739
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                 Identification Number)


   375 Park Avenue, New York, New York                      10152
(Address of principal executive offices)                  (Zip code)

                    United Auto Group, Inc. Stock Option Plan
                           (Full title of the plans)

                                 Carl Spielvogel
                              Chairman of the Board
                           and Chief Executive Officer
                             United Auto Group, Inc.
                                 375 Park Avenue
                            New York, New York 10152
                                 (212) 223-3300
                      (Name, address and telephone number,
                   including area code, of agent for service)



                                    COPY TO:
                            Laurence D. Weltman, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                            New York, New York 10022
                                 (212) 821-8000



<PAGE>2




                         CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------
                           Proposed      Proposed
Title of       Amount      maximum       maximum         Amount
securities     to be       offering      aggregate       of reg-
to be          regis-      price         offering        istration
registered     tered(1)    per share(2)  price (2)       fee
-----------------------------------------------------------------------------
Voting Common
Stock, par
value $0.0001
per share      208,000     $10.00        $2,080,000      $631.00

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

(1)    This Registration Statement covers the shares issuable under the
       United Auto Group, Inc. Stock Option Plan. In addition, this
       Registration Statement covers an indeterminable number of
       additional shares as may hereinafter be offered or issued to
       prevent dilution resulting from stock splits, stock dividends or
       similar transactions effected without the receipt of
       consideration.

(2)    The amount of the  registration  fee has been  calculated
       pursuant  to paragraph  (h) of Rule 457 under the  Securities
       Act of 1933,  as amended  (the "Securities Act"), based upon
       an exercise price of $10.00 per share.


<PAGE>3


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents,  filed with the Securities and Exchange
 Commission (the "Commission")  by  United  Auto  Group,   Inc.  (the
 "Registrant")  are incorporated herein by reference:

                          (a) The Prospectus, dated October 23, 1996, filed
               pursuant to Rule 424(b) under the Securities Act.

                          (b) The description of Registrant's Voting Common
               Stock, par value $0.0001 per share ("Common Stock"), contained in
               the Registration Statement on Form 8-A dated October 9, 1996
               (File No. 1-12297) filed pursuant to the Securities Exchange Act
               of 1934 (the "Exchange Act").

               In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement, and prior to the filing
of a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

Item 4.  DESCRIPTION OF SECURITIES

               Not applicable.

Item 5.  INTERESTS OF NAME EXPERTS AND COUNSEL

               Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason

<PAGE>4


of the fact that such person is or was a director, officer, employee or agent of
such corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, has no reasonable cause to believe his conduct was
unlawful. A corporation may, in advance of the final disposition of any civil,
criminal, administrative or investigative action, suit or proceeding, pay the
expenses (including attorneys' fees) incurred by any officer or director in
defending such action, provided that the director or officer undertake to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.

                  A Delaware corporation may indemnify officers and directors in
an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable to
the corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses (including attorneys' fees) which he actually
or reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's bylaw, agreement, vote or otherwise.

                  The Registrant has adopted provisions in its Certificate of
incorporation and By-laws that provide that the Registrant shall indemnify its
officers and directors to the maximum extent permitted under the DGCL. The
Employment Agreement, dated as of June 21, 1996, between the Registrant and Carl
Spielvogel provides for indemnification of Mr. Spielvogel to the maximum extent
legally permitted or authorized by the Registrant's Certificate of Incorporation
or Bylaws or resolutions of the Board of Directors. The Stockholders Agreement,
dated as of October 15, 1993, among the Registrant and the investors named
therein provides that in the event that a director elected pursuant thereto is
made or threatened to be made a party to any action, suit or proceeding with
respect to which such director may be entitled to indemnification by the
Registrant, such director will be entitled to be represented by counsel of his
choice and the reasonable expenses of such representation will be reimbursed by
the Registrant to the extent provided in or authorized by its Certificate of
Incorporation or Bylaws. Certain directors are also entitled to indemnification
from the organizations that employ them.


<PAGE>5



                  In addition, the Underwriting Agreement entered into in
connection with the Registrant's initial public offering provides for
indemnification of the Registrant, its officers and its directors by the
underwriters under certain circumstances.

                  The Registrant has purchased insurance on behalf of its
officers and directors for liabilities arising out their capacities as such.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

Item 8.  EXHIBITS

Exhibit No.    Description
-----------    -----------

     4.1     Form of Third Restated  Certificate of  Incorporation of the
             Registrant (incorporated by reference to Exhibit No. 3.1 to the
             Registrant's Registration Statement on Form S-1 (Registration No.
             333-09429)).

     4.2     Form of Specimen Common Stock Certificate (incorporated by
             reference to Exhibit  No.  4.1  to  the  Registrant's
             Registration  Statement on Form S-1 (Registration No.
             333-09429)).

     5       Opinion of Willkie Farr & Gallagher, counsel to the Registrant.

     23.1.1  Consent of Coopers & Lybrand L.L.P.

     23.1.2  Consent of Coopers & Lybrand L.L.P.

     23.1.3  Consent of Coopers & Lybrand L.L.P.

     23.1.4  Consent of Coopers & Lybrand L.L.P.

     23.1.5  Consent of Coopers & Lybrand L.L.P.

     23.1.6  Consent of Coopers & Lybrand L.L.P.

     23.1.7  Consent of Coopers & Lybrand L.L.P.

     23.1.8  Consent of Coopers & Lybrand L.L.P.

     23.2    Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

     24      Power of Attorney (reference is made to the signature page).

Item 9.  UNDERTAKINGS

          (a) The Registrant hereby undertakes:

                   (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:
         (i) to include any prospectus required by Section 10(a)(3) of the
         Securities Act; (ii) 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 thereto) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration

<PAGE>6


         Statement. Notwithstanding the foregoing, any increase or decrease in
         volume of securities offered (if the total dollar value of securities
         offered would not exceed that which was registered) and any deviation
         from the low or high end of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the Commission pursuant
         to Rule 424(b) under the Securities Act of 1933 if, in the aggregate,
         the changes in volume and price represent no more than a 20% change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective Registration Statement; and
         (iii) 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 (a)(1)(i) and (a)(1)(ii) 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 Exchange
         Act.

                   (2) That, for the purpose of determining any liability
         under the Securities Act, 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.

                   (3) 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.

          (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a 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

<PAGE>7


defense of any action, suit or proceeding) is asserted by such director,
officers or controlling persons 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 Securities Act and will be governed
by the final adjudication of such issue.



<PAGE>8




                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on this 28th day of
October, 1996.


                                           UNITED AUTO GROUP, INC.


                                           By:/s/  Carl Spielvogel
                                               Carl Spielvogel
                                               Chairman of the Board and
                                               Chief Executive Officer


<PAGE>9




                                POWER OF ATTORNEY


               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl Spielvogel and Philip N. Smith, Jr.,
and each of them, his true and lawful attorney-in-fact, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments to this Registration Statement and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said attorney-in-facts, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:

      Signature          Capacity                       Date
      ---------          --------                       ----


/s/ Carl Spielvogel    Chairman of the Board and      October 24, 1996
Carl Spielvogel        Chief Executive Officer
                       (Principal Executive
                       Officer)


/s/ Arthur J. Rawl     Executive Vice President        October 24, 1996
Arthur J. Rawl         and Chief Financial
                       Officer (Principal
                       Financial Officer)


/s/Robert W. Thompson  Vice President - Finance        October 24, 1996
Robert W. Thompson     (Principal Accounting
                       Officer)



/s/ Marshall S. Cogan  Director                        October 28, 1996
Marshall S. Cogan



/s/__________________  Director                        __________, 1996
Michael R. Eisenson



/s/ John. J. Hannan    Director                        October 28, 1996
John J. Hannan


<PAGE>10




/s/ Jules B. Kroll     Director                      October 28, 1996
Jules B. Kroll



/s/ Robert H. Nelson   Director                      October 28, 1996
Robert H. Nelson




/s/ John M. Sallay     Director                      October 28, 1996
John M. Sallay



/s/ Richard Sinkfield  Director                      October 28, 1996
Richard Sinkfield



160515.03



<PAGE>

                                INDEX TO EXHIBITS


Exhibit No.    Description
-----------    -----------

      4.1      Form of Third Restated Certificate of Incorporation of the
               Registrant (incorporated by reference to Exhibit No. 3.1 to the
               Registrant's Registration Statement on Form S-1 (Registration
               No.  333-09429)).

      4.2      Form of Specimen Common Stock Certificate (incorporated by
               reference to Exhibit No. 4.1 to the Registrant's Registration
               Statement on Form S-1 (Registration No. 333-09429)).

      5        Opinion of Willkie Farr & Gallagher, counsel to the
               Registrant.

      23.1.1   Consent of Coopers & Lybrand L.L.P.

      23.1.2   Consent of Coopers & Lybrand L.L.P.

      23.1.3   Consent of Coopers & Lybrand L.L.P.

      23.1.4   Consent of Coopers & Lybrand L.L.P.

      23.1.5   Consent of Coopers & Lybrand L.L.P.

      23.1.6   Consent of Coopers & Lybrand L.L.P.

      23.1.7   Consent of Coopers & Lybrand L.L.P.

      23.1.8   Consent of Coopers & Lybrand L.L.P.

      23.2     Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

      24       Power of Attorney (reference is made to the signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19141}]
{"company-data": {"conformed-name": "UNITED AUTO GROUP INC", "cik": "0001019849", "assigned-sic": "5500", "irs-number": "223086739", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14971", "film-number": "96648918"}, "business-address": {"street1": "375 PARK AVE", "street2": "22ND FL", "city": "NEW YORK", "state": "NY", "zip": "10152", "phone": "2122233300"}, "mail-address": {"street1": "375 PARK AVENUE", "street2": "22ND FL", "city": "NEW YORK", "state": "NY", "zip": "10152"}}
1
                                            Registration No. ______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             UNITED AUTO GROUP, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                   22-3086739
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                 Identification Number)

   375 Park Avenue, New York, New York                      10152
(Address of principal executive offices)                  (Zip code)

                    United Auto Group, Inc. Stock Option Plan
                           (Full title of the plans)

                                 Carl Spielvogel
                              Chairman of the Board
                           and Chief Executive Officer
                             United Auto Group, Inc.
                                 375 Park Avenue
                            New York, New York 10152
                                 (212) 223-3300
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                            Laurence D. Weltman, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                            New York, New York 10022
                                 (212) 821-8000
2

                         CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------
                           Proposed      Proposed
Title of       Amount      maximum       maximum         Amount
securities     to be       offering      aggregate       of reg-
to be          regis-      price         offering        istration
registered     tered(1)    per share(2)  price (2)       fee
-----------------------------------------------------------------------------
Voting Common
Stock, par
value $0.0001
per share      208,000     $10.00        $2,080,000      $631.00

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

(1)    This Registration Statement covers the shares issuable under the
       United Auto Group, Inc. Stock Option Plan. In addition, this
       Registration Statement covers an indeterminable number of
       additional shares as may hereinafter be offered or issued to
       prevent dilution resulting from stock splits, stock dividends or
       similar transactions effected without the receipt of
       consideration.

(2)    The amount of the  registration  fee has been  calculated
       pursuant  to paragraph  (h) of Rule 457 under the  Securities
       Act of 1933,  as amended  (the "Securities Act"), based upon
       an exercise price of $10.00 per share.
3

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents,  filed with the Securities and Exchange
 Commission (the "Commission")  by  United  Auto  Group,   Inc.  (the
 "Registrant")  are incorporated herein by reference:

                          (a) The Prospectus, dated October 23, 1996, filed
               pursuant to Rule 424(b) under the Securities Act.

                          (b) The description of Registrant's Voting Common
               Stock, par value $0.0001 per share ("Common Stock"), contained in
               the Registration Statement on Form 8-A dated October 9, 1996
               (File No. 1-12297) filed pursuant to the Securities Exchange Act
               of 1934 (the "Exchange Act").

               In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement, and prior to the filing
of a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

Item 4.  DESCRIPTION OF SECURITIES

               Not applicable.

Item 5.  INTERESTS OF NAME EXPERTS AND COUNSEL

               Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason
4

of the fact that such person is or was a director, officer, employee or agent of
such corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, has no reasonable cause to believe his conduct was
unlawful. A corporation may, in advance of the final disposition of any civil,
criminal, administrative or investigative action, suit or proceeding, pay the
expenses (including attorneys' fees) incurred by any officer or director in
defending such action, provided that the director or officer undertake to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.

                  A Delaware corporation may indemnify officers and directors in
an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable to
the corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses (including attorneys' fees) which he actually
or reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's bylaw, agreement, vote or otherwise.

                  The Registrant has adopted provisions in its Certificate of
incorporation and By-laws that provide that the Registrant shall indemnify its
officers and directors to the maximum extent permitted under the DGCL. The
Employment Agreement, dated as of June 21, 1996, between the Registrant and Carl
Spielvogel provides for indemnification of Mr. Spielvogel to the maximum extent
legally permitted or authorized by the Registrant's Certificate of Incorporation
or Bylaws or resolutions of the Board of Directors. The Stockholders Agreement,
dated as of October 15, 1993, among the Registrant and the investors named
therein provides that in the event that a director elected pursuant thereto is
made or threatened to be made a party to any action, suit or proceeding with
respect to which such director may be entitled to indemnification by the
Registrant, such director will be entitled to be represented by counsel of his
choice and the reasonable expenses of such representation will be reimbursed by
the Registrant to the extent provided in or authorized by its Certificate of
Incorporation or Bylaws. Certain directors are also entitled to indemnification
from the organizations that employ them.
5

                  In addition, the Underwriting Agreement entered into in
connection with the Registrant's initial public offering provides for
indemnification of the Registrant, its officers and its directors by the
underwriters under certain circumstances.

                  The Registrant has purchased insurance on behalf of its
officers and directors for liabilities arising out their capacities as such.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

Item 8.  EXHIBITS

Exhibit No.    Description
-----------    -----------

     4.1     Form of Third Restated  Certificate of  Incorporation of the
             Registrant (incorporated by reference to Exhibit No. 3.1 to the
             Registrant's Registration Statement on Form S-1 (Registration No.
             333-09429)).

     4.2     Form of Specimen Common Stock Certificate (incorporated by
             reference to Exhibit  No.  4.1  to  the  Registrant's
             Registration  Statement on Form S-1 (Registration No.
             333-09429)).

     5       Opinion of Willkie Farr & Gallagher, counsel to the Registrant.

     23.1.1  Consent of Coopers & Lybrand L.L.P.

     23.1.2  Consent of Coopers & Lybrand L.L.P.

     23.1.3  Consent of Coopers & Lybrand L.L.P.

     23.1.4  Consent of Coopers & Lybrand L.L.P.

     23.1.5  Consent of Coopers & Lybrand L.L.P.

     23.1.6  Consent of Coopers & Lybrand L.L.P.

     23.1.7  Consent of Coopers & Lybrand L.L.P.

     23.1.8  Consent of Coopers & Lybrand L.L.P.

     23.2    Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

     24      Power of Attorney (reference is made to the signature page).

Item 9.  UNDERTAKINGS

          (a) The Registrant hereby undertakes:

                   (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:
         (i) to include any prospectus required by Section 10(a)(3) of the
         Securities Act; (ii) 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 thereto) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration
6

         Statement. Notwithstanding the foregoing, any increase or decrease in
         volume of securities offered (if the total dollar value of securities
         offered would not exceed that which was registered) and any deviation
         from the low or high end of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the Commission pursuant
         to Rule 424(b) under the Securities Act of 1933 if, in the aggregate,
         the changes in volume and price represent no more than a 20% change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective Registration Statement; and
         (iii) 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 (a)(1)(i) and (a)(1)(ii) 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 Exchange
         Act.

                   (2) That, for the purpose of determining any liability
         under the Securities Act, 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.

                   (3) 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.

          (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a 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
7

defense of any action, suit or proceeding) is asserted by such director,
officers or controlling persons 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 Securities Act and will be governed
by the final adjudication of such issue.
8

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on this 28th day of
October, 1996.

                                           UNITED AUTO GROUP, INC.

                                           By:/s/  Carl Spielvogel
                                               Carl Spielvogel
                                               Chairman of the Board and
                                               Chief Executive Officer
9

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl Spielvogel and Philip N. Smith, Jr.,
and each of them, his true and lawful attorney-in-fact, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments to this Registration Statement and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said attorney-in-facts, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:

      Signature          Capacity                       Date
      ---------          --------                       ----

/s/ Carl Spielvogel    Chairman of the Board and      October 24, 1996
Carl Spielvogel        Chief Executive Officer
                       (Principal Executive
                       Officer)

/s/ Arthur J. Rawl     Executive Vice President        October 24, 1996
Arthur J. Rawl         and Chief Financial
                       Officer (Principal
                       Financial Officer)

/s/Robert W. Thompson  Vice President - Finance        October 24, 1996
Robert W. Thompson     (Principal Accounting
                       Officer)

/s/ Marshall S. Cogan  Director                        October 28, 1996
Marshall S. Cogan

/s/__________________  Director                        __________, 1996
Michael R. Eisenson

/s/ John. J. Hannan    Director                        October 28, 1996
John J. Hannan
10

/s/ Jules B. Kroll     Director                      October 28, 1996
Jules B. Kroll

/s/ Robert H. Nelson   Director                      October 28, 1996
Robert H. Nelson

/s/ John M. Sallay     Director                      October 28, 1996
John M. Sallay

/s/ Richard Sinkfield  Director                      October 28, 1996
Richard Sinkfield

160515.03
INDEX TO EXHIBITS

Exhibit No.    Description
-----------    -----------

      4.1      Form of Third Restated Certificate of Incorporation of the
               Registrant (incorporated by reference to Exhibit No. 3.1 to the
               Registrant's Registration Statement on Form S-1 (Registration
               No.  333-09429)).

      4.2      Form of Specimen Common Stock Certificate (incorporated by
               reference to Exhibit No. 4.1 to the Registrant's Registration
               Statement on Form S-1 (Registration No. 333-09429)).

      5        Opinion of Willkie Farr & Gallagher, counsel to the
               Registrant.

      23.1.1   Consent of Coopers & Lybrand L.L.P.

      23.1.2   Consent of Coopers & Lybrand L.L.P.

      23.1.3   Consent of Coopers & Lybrand L.L.P.

      23.1.4   Consent of Coopers & Lybrand L.L.P.

      23.1.5   Consent of Coopers & Lybrand L.L.P.

      23.1.6   Consent of Coopers & Lybrand L.L.P.

      23.1.7   Consent of Coopers & Lybrand L.L.P.

      23.1.8   Consent of Coopers & Lybrand L.L.P.

      23.2     Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

      24       Power of Attorney (reference is made to the signature page).