UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 11-K

/X/ Annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934 for the fiscal year ended December 31, 2003.

/  / Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 for the transition period from        to       

Commission file number:                          

A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:

UnitedAuto 401(k) Savings and Retirement Plan

B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:

United Auto Group, Inc.

UnitedAuto 401(k) Savings and Retirement Plan
Table of Contents

2

Report of Independent Registered Public Accounting Firm

UnitedAuto 401(k) Savings and Retirement Plan

We have audited the accompanying statements of net assets available for benefits of the UnitedAuto 401(k) Savings and Retirement Plan (the “Plan”) as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2003 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

New York, New York
July 16, 2004

3

UnitedAuto 401(k) Savings and Retirement Plan

The accompanying notes are an integral part of these financial statements.

4

UnitedAuto 401(k) Savings and Retirement Plan

The accompanying notes are an integral part of these financial statements.

5

UnitedAuto 401(k) Savings and Retirement Plan

1. Description of the Plan

(a) General

The following description of the UnitedAuto 401(k) Savings and Retirement Plan, as amended through December 31, 2003 (the “Plan”), is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan.

The Plan, which was established effective September 1, 1998, is a defined contribution savings plan (401(k) plan) covering all eligible employees of United Auto Group, Inc. (“the Company” or “Plan Sponsor”) who elect to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Employee Benefits Committee (the “Committee”) is the designated administrator of the Plan, including having responsibility for reviewing the performance of the Plan’s investment alternatives. Administrative expenses of the Plan are paid by the Company. Wachovia Bank N.A. (the “Trustee”) serves as the trustee of the Plan.

(b) Eligibility

Full-time employees not covered under a collective bargaining agreement with a recognized union who have attained age 21, and part-time or temporary employees who complete 1,000 hours of service in a twelve consecutive month period beginning with their date of hire, are eligible to participate in the Plan on the first day of the calendar month following the date he or she has completed sixty days of service.

(c) Participant Accounts

Individual accounts are maintained by the Trustee for each of the Plan’s participants which include the participant’s contributions and related employer matching contributions, including the net investment return on any such contributions.

(d) Contributions

Under the provisions of the Plan, participants in the Plan may elect to defer a portion of their compensation to the Plan in an amount from 1% to 20% of gross earnings on a pre-tax basis through payroll deductions. Such contributions to the Plan may not exceed Internal Revenue Code 402 (g) limitations ($12,000 and $11,000 in 2003 and 2002, respectively). The Plan also allows participants that have attained age 50 to make additional contributions to the Plan of up to $2,000 and $l,000 in 2003 and 2002, respectively. A participant’s elective contributions and Company contributions are invested at the direction of the participant. If a participant does not make such an election, he or she is deemed to have elected investment in the Stable Value Fund.

6

In 2003, the Plan Sponsor matched 37.5% of the first 4% of eligible salary for all contributions by participants (“Basic Match Contributions”). In 2002, the Plan Sponsor matched 25% of the first 4% of eligible salary and an additional 25% of eligible salary up to 4% for contributions to the United Auto Common Stock Fund (“Bonus Match Contributions”). Basic Match Contributions are invested based on participant investment elections. Bonus Match Contributions were permanently invested in the United Auto Common Stock Fund. Effective January 1, 2003, the Plan Sponsor no longer provides Bonus Match Contributions and All Prior Bonus Match Contribution may be transferred to other Funds.

(e) Loans to Participants

Participants may borrow from their accounts a minimum of $1,000 up to the lesser of 50% of the amount credited to their account or $50,000. Loan terms range from 1-5 years, or up to 15 years for the purchase of a primary residence. The loans are collateralized by the balance in the participant’s account and bear interest at a rate commensurate with prevailing rates. Principal and interest is paid ratably through monthly payroll deductions. Repayment of the entire balance is permitted at any time. Participants are limited to having only one loan outstanding at any point in time, and participants are restricted to initiating only one loan in any consecutive 12 month period.

(f) Vesting

Employee contributions to the Plan vest immediately. Employer matching contributions vest upon the attainment by the participant of three years of credited service.

(g) Investments

Participant investment options consist of investment funds, including the United Auto Common Stock Fund. Participants are permitted to change investment options daily.

7

(h) Payment of Benefits

Upon retirement, death, disability, termination of employment, or attainment of age 59 1/2, the participant or beneficiary may elect to receive a benefit payment in the form of a lump sum distribution. Participants with balances from plans merged into the Plan due to acquisitions by the Plan Sponsor retain the distribution options of such merged plans. Participants may make a hardship withdrawal in certain cases of financial need as established by Internal Revenue Service regulations.

(i) Forfeited Accounts

At December 31, 2003, forfeited nonvested assets totaled $63,870. These assets will be used to reduce future employer contributions. During 2003, employer contributions were reduced by $157,558 from forfeited nonvested assets.

2. Significant Accounting Policies

(a) General

The accompanying financial statements are prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America.

(b) Investment Valuation and Income Recognition

Certain funds are divided into units of participation which are calculated daily by the record keeper. The daily value of each unit is determined by dividing the total fair market value of all assets by the total number of units. Under provisions of the Plan, interest and dividend income and net appreciation (depreciation) of the fair value of investments are allocated to each Participant's account based on the change in unit value.

Other investments are stated at fair market value. Purchases and sales of these investments are recorded on the trade date. The Plan records dividends on the ex-dividend date.

(c) Payment of Benefits

Benefits are recorded when requested. Corrective distributions payable generally represent the distribution of certain assets to employees in order for the plan to comply with ERISA non discrimination rules.

(d) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(e) Risks and Uncertainties

The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes

8

in the value of investment securities, it is at least reasonably possible that changes in risk in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

3. Investments

Investments that represent 5% or more of the Plan’s net assets are summarized as follows:

During 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as, held during the year) appreciated in value as follows:

4. Non-participant Directed Investments

Information about the net assets and the significant components of the changes in net assets relating to non-participant directed investments is summarized as follows:

9

Schedule I

UnitedAuto 401(k) Savings and Retirement Plan

Name of Plan Sponsor: United Auto Group, Inc.
Employer Identification Number: 22-3086739
Plan number: 005

* Represents a party-in-interest to the plan

The accompanying notes are an integral part of this schedule

11

Schedule II

UnitedAuto 401(K) Savings And Retirement Plan

Employer Identification Number: 22-3086739
Plan Number: 005
Name of Plan Sponsor: United Auto

     (A) Reportable transactions are those purchases and sales of the same security which individually or in the aggregate exceed 5% of plan assets at the beginning of the plan year

The accompanying notes are an integral part of this schedule

12

UnitedAuto 401(k) Savings and Retirement Plan
Table of Contents

Report of Independent Registered Public Accounting Firm

UnitedAuto 401(k) Savings and Retirement Plan

We have audited the accompanying statements of net assets available for benefits of the UnitedAuto 401(k) Savings and Retirement Plan (the “Plan”) as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2002 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

New York, New York
July 9, 2004

1

UnitedAuto 401(k) Savings and Retirement Plan

The accompanying notes are an integral part of these financial statements.

2

UnitedAuto 401(k) Savings and Retirement Plan

The accompanying notes are an integral part of these financial statements.

3

UnitedAuto 401(k) Savings and Retirement Plan

1. Description of the Plan

(a) General

The following description of the UnitedAuto 401(k) Savings and Retirement Plan, as amended through December 31, 2003 (the “Plan”), is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan.

The Plan, which was established effective September 1, 1998, is a defined contribution savings plan (401(k) plan) covering all eligible employees of United Auto Group, Inc. (“the Company” or “Plan Sponsor”) who elect to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Employee Benefits Committee (the “Committee”) is the designated administrator of the Plan, including having responsibility for reviewing the performance of the Plan’s investment alternatives. Administrative expenses of the Plan are paid by the Company. Wachovia Bank N.A. (the “Trustee”) serves as the trustee of the Plan.

(b) Eligibility

Full-time employees not covered under a collective bargaining agreement with a recognized union who have attained age 21, and part-time or temporary employees who complete 1,000 hours of service in a twelve consecutive month period beginning with their date of hire, are eligible to participate in the Plan on the first day of the calendar month following the date he or she has completed sixty days of service.

(c) Participant Accounts

Individual accounts are maintained by the Trustee for each of the Plan’s participants which include the participant’s contributions and related employer matching contributions, including the net investment return on any such contributions.

(d) Contributions

Under the provisions of the Plan, participants in the Plan may elect to defer a portion of their compensation to the Plan in an amount from 1% to 20% of gross earnings on a pre-tax basis through payroll deductions. Such contributions to the Plan may not exceed Internal Revenue Code 402 (g) limitations ($11,000 and 10,500 in 2002 and 2001). During 2002, the Plan also allowed participants that had attained age 50 before the end of 2002 to make additional contributions to the Plan of up to $1000. A participant’s elective contributions and Company contributions are invested at the direction of the participant. If a participant does not make such an election, he or she is deemed to have elected investment in the Stable Value Fund.

In 2002 and 2001 the Plan Sponsor matched 25% of 4% of eligible salary for all contributions by participants (“Basic Match Contributions”). The Plan Sponsor also matched an additional 25% of eligible salary up

4

to 4% for contributions to the United Auto Common Stock Fund (“Bonus Match Contributions”). Basic Match Contributions are invested based on participant investment elections. Bonus Match Contributions are permanently invested in the United Auto Common Stock Fund.

(e) Loans to Participants

Participants may borrow from their accounts a minimum of $1,000 up to the lesser of 50% of the amount credited to their account or $50,000. Loan terms range from 1-5 years, or up to 15 years for the purchase of a primary residence. The loans are collateralized by the balance in the participant’s account and bear interest at a rate commensurate with prevailing rates. Principal and interest is paid ratably through monthly payroll deductions. Repayment of the entire balance is permitted at any time. Participants are limited to having only one loan outstanding at any point in time, and participants are restricted to initiating only one loan in any consecutive 12 month period.

(f) Vesting

Employee contributions to the Plan vest immediately. Employer matching contributions vest upon the attainment by the participant of three years of credited service.

(g) Investments

Participant investment options consist of investment funds, including the United Auto Common Stock Fund. Participants are permitted to change investment options daily.

5

(h) Payment of Benefits

Upon retirement, death, disability, termination of employment, or attainment of age 59 1/2, the participant or beneficiary may elect to receive a benefit payment in the form of a lump sum distribution. Participants with balances from plans merged into the Plan due to acquisitions by the Plan Sponsor retain the distribution options of such merged plans. Participants may make a hardship withdrawal in certain cases of financial need as established by Internal Revenue Service regulations.

(i) Forfeited Accounts

At December 31, 2002, forfeited nonvested assets totaled $32,676. These assets will be used to reduce future employer contributions. During 2002, employer contributions were reduced by $283,683 from forfeited nonvested assets.

2. Significant Accounting Policies

(a) General

The accompanying financial statements are prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America.

(b) Investment Valuation and Income Recognition

Certain funds are divided into units of participation which are calculated daily by the record keeper. The daily value of each unit is determined by dividing the total fair market value of all assets by the total number of units. Under provisions of the Plan, interest and dividend income and net appreciation (depreciation) of the fair value of investments are allocated to each Participant’s account based on the change in unit value.

Other investments are stated at fair market value. Purchases and sales of these investments are recorded on the trade date. The Plan records dividends on the ex-dividend date.

(c) Payment of Benefits

Benefits are recorded when requested. Corrective distributions payable generally represent the distribution of certain assets to employees in order for the plan to comply with ERISA non discrimination rules.

(d) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(e) Risks and Uncertainties

The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

6

3. Investments

Investments that represent 5% or more of the Plan’s net assets are summarized as follows:

During 2002, the Plan’s investments (including gains and losses on investments bought and sold, as well as, held during the year) appreciated/(depreciated) in value as follows:

4. Non-participant Directed Investments

Information about the net assets and the significant components of the changes in net assets relating to non-participant directed investments is summarized as follows:

7

5. Transfers To Plan

The 401(k) plans of certain companies acquired by the Company are periodically merged into the Plan. All of the assets of these plans are transferred at fair market value. For the Plan year ended December 31, 2002, these mergers resulted in an increase in Plan assets of $2,623,880.

6. Party-in-Interest Transactions

As of December 31, 2002 and 2001, the Plan (through the United Auto Common Stock Fund) held 674,697 and 383,181 shares, respectively, of United Auto Group, Inc. common stock with a market value of $6,151,146 and $6,852,927, respectively. Certain Plan investments are shares of various funds managed by Wachovia Bank N.A. Wachovia Bank N.A. is the trustee of the Plan and, therefore, these transactions are considered party-in-interest transactions.

7. Plan Termination

Although it has not expressed any intention to do so, the Company retains the right, if necessary, to amend or terminate the Plan. Any such amendment or termination of the Plan would be subject to the provisions of ERISA. In the event of plan termination, participants will receive 100% of their vested account balances.

8. Tax Status

The Internal Revenue Service has determined and informed the Company by letter dated March 11, 2002 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. The Plan Administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

8

9. Plan Amendment

Effective January 1, 2002, the Plan was amended and restated to incorporate certain changes to the Plan required due to the passage of the Retirement Protection Act of 1994, the Uniformed Services Employment and Reemployment Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997 and the IRS Restructuring and Reform Act of 1998, and to add good faith amendments under the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). The good faith EGTRRA amendments include increasing the limitation on elective deferral contributions, increasing the maximum compensation limit, allowing catch up contributions to be made by those participants who have attained age 50, and implementing a suspension period of 6 months following any hardship distributions.

10. Subsequent Event

Effective January 1, 2003, the Basic Matching Contribution was revised to 37.5% of the first 4% of eligible compensation and the Bonus Match Contribution was eliminated.

11. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2002 and 2001 to the Form 5500:

The following is a reconciliation of total contributions per the financial statements for the year ended December 31, 2002 to the Form 5500:

12. Voluntary Compliance

The Company intends to correct a limited number of isolated operational errors related to employee deferrals under the Internal Revenue Service's Employee Plans Compliance Resolution System.

9

Schedule I

UnitedAuto 401(k) Savings and Retirement Plan

Name of Plan Sponsor: United Auto Group, Inc.
Employer Identification Number: 22-3086739
Plan number: 005

* Represents a party- in- interest to the plan

The accompanying notes are an integral part of this schedule

10

Schedule II

UnitedAuto 401(K) Savings And Retirement Plan

Employer Identification Number: 22-3086739
Plan Number: 005
Name of Plan Sponsor: United Auto Group, Inc.

The accompanying notes are an integral part of this schedule

11

UnitedAuto 401(k) Savings and Retirement Plan
Table of Contents

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

UnitedAuto 401(k) Savings and Retirement Plan

We have audited the accompanying statements of net assets available benefits of the UnitedAuto 401(k) Savings and Retirement Plan (the “Plan”) as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2001 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

New York, New York
July 16, 2004

1

UnitedAuto 401(k) Savings and Retirement Plan

The accompanying notes are an integral part of these financial statements.

2

UnitedAuto 401(k) Savings and Retirement Plan

The accompanying notes are an integral part of these financial statements.

3

UnitedAuto 401(k) Savings and Retirement Plan

1. Description of the Plan

(a) General

The following description of the UnitedAuto 401(k) Savings and Retirement Plan, as amended through December 31, 2003 (the “Plan”), is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan.

The Plan, which was established effective September 1, 1998, is a defined contribution savings plan (401(k) plan) covering all eligible employees of United Auto Group, Inc. (“the Company” or “Plan Sponsor”) who elect to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Employee Benefits Committee (the “Committee”) is the designated administrator of the Plan, including having responsibility for reviewing the performance of the Plan’s investment alternatives. Administrative expenses of the Plan are paid by the Company. Wachovia Bank N.A. (the “Trustee”) serves as the trustee of the Plan.

(b) Eligibility

Full-time employees not covered under a collective bargaining agreement with a recognized union who have attained age 21, and part-time or temporary employees who complete 1,000 hours of service in a twelve consecutive month period beginning with their date of hire, are eligible to participate in the Plan on the first day of the calendar month following the date he or she has completed sixty days of service.

(c) Participant Accounts

Individual accounts are maintained by the Trustee for each of the Plan’s participants which include the participant’s contributions and related employer matching contributions, including the net investment return on any such contributions.

(d) Contributions

Under the provisions of the Plan, participants in the Plan may elect to defer a portion of their compensation to the Plan in an amount from 1% to 20% of gross earnings on a pre-tax basis through payroll deductions. Such contributions to the Plan may not exceed Internal Revenue Code 402 (g) limitations ($10,500 in 2001 and 2000). A participant’s elective contributions and Company contributions are invested at the direction of the participant. If a participant does not make such an election, he or she is deemed to have elected investment in the Stable Value Fund.

In 2001 and 2000, the Plan Sponsor matched 25% of 4% of eligible salary for all contributions by participants (“Basic Match Contributions”). The Plan Sponsor also matched an additional 25% of eligible salary up to 4% for contributions to the United Auto Common Stock Fund (“Bonus Match Contributions”). Basic Match Contributions are invested based on participant investment elections. Bonus Match Contributions are permanently invested in the United Auto Common Stock Fund.

4

(e) Loans to Participants

Participants may borrow from their accounts a minimum of $1,000 up to the lesser of 50% of the amount credited to their account or $50,000. Loan terms range from 1-5 years, or up to 15 years for the purchase of a primary residence. The loans are collateralized by the balance in the participant’s account and bear interest at a rate commensurate with prevailing rates. Principal and interest is paid ratably through monthly payroll deductions. Repayment of the entire balance is permitted at any time. Participants are limited to having only one loan outstanding at any point in time, and participants are restricted to initiating only one loan in any consecutive 12 month period.

(f) Vesting

Employee contributions to the Plan vest immediately. Employer matching contributions vest upon the attainment by the participant of three years of credited service.

(g) Investments

Participant investment options consist of investment funds, including the United Auto Common Stock Fund. Participants are permitted to change investment options daily.

(h) Payment of Benefits

Upon retirement, death, disability, termination of employment, or attainment of age 59 1/2, the participant or beneficiary may elect to receive a benefit payment in the form of a lump sum distribution. Participants with balances from plans merged into the Plan due to acquisitions by the Plan Sponsor retain the distribution options of such merged plans. Participants may make a hardship withdrawal in certain cases of financial need as established by Internal Revenue Service regulations.

(i) Forfeited Accounts 

At December 31, 2001, forfeited nonvested assets totaled $200. These assets will be used to reduce future employer contributions. During 2001, employer contributions were reduced by $11,400 from forfeited nonvested assets.

5

2. Significant Accounting Policies

(a) General

The accompanying financial statements are prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America.

(b) Investment Valuation and Income Recognition

Certain funds are divided into units of participation which are calculated daily by the record keeper. The daily value of each unit is determined by dividing the total fair market value of all assets by the total number of units. Under provisions of the Plan, interest and dividend income and net appreciation (depreciation) of the fair value of investments are allocated to each Participant’s account based on the change in unit value.

Other investments are stated at fair market value. Purchases and sales of these investments are recorded on the trade date. The Plan records dividends on the ex-dividend date.

(c) Payment of Benefits

Benefits are recorded when requested. Corrective distributions payable generally represent the distribution of certain assets to employees in order for the plan to comply with ERISA non discrimination rules.

(d) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(e) Risks and Uncertainties

The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

6

3. Investments

Investments that represent 5% or more of the Plan’s net assets are summarized as follows:

During 2001, the Plan’s investments (including gains and losses on investments bought and sold, as well as, held during the year) appreciated/(depreciated) in value as follows:

4. Non-participant Directed Investments

7

5. Transfers To Plan

The 401(k) plans of certain companies acquired by the Company are periodically merged into the Plan. All of the assets of these plans are transferred at fair market value. For the Plan year ended December 31, 2001, these mergers resulted in an increase in Plan assets of $11,189,672.

6. Party-in-Interest Transactions

As of December 31, 2001 and 2000, the Plan (through the United Auto Common Stock Fund) held 383,181 and 304,162 shares, respectively, of United Auto Group, Inc. common stock with a market value of $6,852,927 and $1,920,075, respectively. Certain Plan investments are shares of various funds managed by First Union/Wachovia. First Union/Wachovia is the trustee of the Plan and, therefore, these transactions are considered party-in-interest transactions.

7. Plan Termination

Although it has not expressed any intention to do so, the Company retains the right, if necessary, to amend or terminate the Plan. Any such amendment or termination of the Plan would be subject to the provisions of ERISA. In the event of plan termination, participants will receive 100% of their vested account balances.

8. Tax Status

The Internal Revenue Service has determined and informed the Company by letter dated March 11, 2002 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. The Plan Administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

9. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2001 and 2000 to the Form 5500:

The following is a reconciliation of total contributions per the financial statements for the year ended December 31, 2001 to the Form 5500:

10. Voluntary Compliance

The Company intends to correct a limited number of isolated operational errors related to employee deferrals under the Internal Revenue Service's Employee Plans Compliance Resolution System.

8

Schedule I

UnitedAuto 401(k) Savings and Retirement Plan

Name of Plan Sponsor: United Auto Group, Inc.
Employer Identification Number: 22-3086739
Plan number: 005

* Represents a party- in- interest to the plan

The accompanying notes are an integral part of this schedule

9

Schedule II

UnitedAuto 401(K) Savings And Retirement Plan

Employer Identification Number: 22-3086739
Plan Number: 005
Name of Plan Sponsor: United Auto Group, Inc.

     (A) Reportable transactions are those purchases and sales of the same security which individually or in the aggregate exceed 5% of plan
           assets at the beginning of the plan year.

10

UnitedAuto 401(k) Savings and Retirement Plan
Table of Contents

Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

UnitedAuto 401(k) Savings and Retirement Plan

We have audited the accompanying statements of net assets available for benefits of the UnitedAuto 401(k) Savings and Retirement Plan (the “Plan”) as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2000 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

New York, New York
July 16, 2004

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UnitedAuto 401(k) Savings and Retirement Plan

The accompanying notes are an integral part of these financial statements.

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UnitedAuto 401(k) Savings and Retirement Plan

The accompanying notes are an integral part of these financial statements.

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UnitedAuto 401(k) Savings and Retirement Plan

(a) General

The following description of the UnitedAuto 401(k) Savings and Retirement Plan, as amended through December 31, 2003 (the “Plan”), is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan.

The Plan, which was established effective September 1, 1998, is a defined contribution savings plan (401(k) plan) covering all eligible employees of United Auto Group, Inc. (“the Company” or “Plan Sponsor”) who elect to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Employee Benefits Committee (the “Committee”) is the designated administrator of the Plan, including having responsibility for reviewing the performance of the Plan’s investment alternatives. Administrative expenses of the Plan are paid by the Company.

Effective December 1, 1999, all of the assets and outstanding loans of the Plan were transferred from Wilmington Trust Company (the “Prior Trustee”) to First Union National Bank / Wachovia Bank N.A. (the “Trustee”).

(b) Eligibility

Full-time employees not covered under a collective bargaining agreement with a recognized union who have attained age 21, and part-time or temporary employees who complete 1,000 hours of service in a twelve consecutive month period beginning with their date of hire, are eligible to participate in the Plan on the first day of the calendar month following the date he or she has completed sixty days of service.

(c) Participant Accounts

Individual accounts are maintained by the Trustee for each of the Plan’s participants which include the participant’s contributions and related employer matching contributions, including the net investment return on any such contributions.

(d) Contributions

Under the provisions of the Plan, participants in the Plan may elect to defer a portion of their compensation to the Plan in an amount from 1% to 20% of gross earnings on a pre-tax basis through payroll deductions. Such contributions to the Plan may not exceed Internal Revenue Code 402 (g) limitations ($10,500 and $10,000 in 2000 and 1999, respectively). A participant’s elective contributions and Company contributions are invested at the direction of the participant. If a participant does not make such an election, he or she is deemed to have elected investment in the Stable Value Fund.

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In 2000 and 1999, the Plan Sponsor matched 25% of 4% of eligible salary for all contributions by participants (“Basic Match Contributions”). The Plan Sponsor also matched an additional 25% of eligible salary up to 4% for contributions to the United Auto Common Stock Fund (“Bonus Match Contributions”). Basic Match Contributions are invested based on participant investment elections. Bonus Match Contributions are permanently invested in the United Auto Common Stock Fund.

(e) Loans to Participants

Participants may borrow from their accounts a minimum of $1,000 up to the lesser of 50% of the amount credited to their account or $50,000. Loan terms range from 1-5 years, or up to 15 years for the purchase of a primary residence. The loans are collateralized by the balance in the participant’s account and bear interest at a rate commensurate with prevailing rates. Principal and interest is paid ratably through monthly payroll deductions. Repayment of the entire balance is permitted at any time. Participants are limited to having only one loan outstanding at any point in time, and participants are restricted to initiating only one loan in any consecutive 12 month period.

(f) Vesting

Employee contributions to the Plan vest immediately. Employer matching contributions vest upon the attainment by the participant of three years of credited service.

(g) Investments

Participant investment options consist of investment funds, including the United Auto Common Stock Fund. Participants are permitted to change investment options daily.

(h) Payment of Benefits

Upon retirement, death, disability, termination of employment, or attainment of age 59 1/2, the participant or beneficiary may elect to receive a benefit payment in the form of a lump sum distribution. Participants with balances from plans merged into the Plan due to acquisitions by the Plan Sponsor retain the distribution options of such merged plans. Participants may make a hardship withdrawal in certain cases of financial need as established by Internal Revenue Service regulations.

(i) Forfeited Accounts 

At December 31, 2000, forfeited nonvested assets totaled $14,628. These assets will be used to reduce future employer contributions. During 2000, employer contributions were reduced by $200,296 from forfeited nonvested assets.

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(a) General

The accompanying financial statements are prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America.

(b) Investment Valuation and Income Recognition

Certain funds are divided into units of participation which are calculated daily by the record keeper. The daily value of each unit is determined by dividing the total fair market value of all assets by the total number of units. Under provisions of the Plan, interest and dividend income and net appreciation (depreciation) of the fair value of investments are allocated to each Participant’s account based on the change in unit value.

Other investments are stated at fair market value. Purchases and sales of these investments are recorded on the trade date. The Plan records dividends on the ex-dividend date.

(c) Payment of Benefits

Benefits are recorded when requested. Corrective distributions payable generally represent the distribution of certain assets to employees in order for the plan to comply with ERISA non discrimination rules.

(d) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(e) Risks and Uncertainties

The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

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Investments that represent 5% or more of the Plan’s net assets are summarized as follows:

During 2000, the Plan’s investments (including gains and losses on investments bought and sold, as well as, held during the year) depreciated in value as follows: