Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
DEBOER JEFFREY B
  2. Issuer Name and Ticker or Trading Symbol
LITHIA MOTORS INC [LAD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President, CFO
(Last)
(First)
(Middle)
360 E. JACKSON ST.
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2005
(Street)

MEDFORD, OR 97501
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common 02/25/2005   I   1,002 A $ 26.47 2,300 I By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common $ 0               (1)   (1) Class A Common 1,871   1,871 I By Custodian For Child
Class B Common $ 0               (1)   (1) Class A Common 66,348   66,348 I Interest owned by a LLC (2)
Stock Option (1997) (NQ) (right to buy) $ 1               (3) 12/31/2005 Class A Common 727   727 D  
Stock Option (2000a) (NQ) (right to buy) $ 16.75               (4) 01/06/2010 Class A Common 6,750   6,750 D  
Stock Option (2002nq) (right to buy) $ 15.13             12/26/2007 12/26/2012 Class A Common 8,000   8,000 D  
Stock Option (right to buy) $ 29.42             03/11/2009 03/11/2010 Class A Common 8,001   8,001 D  
Stock Option (right to buy) $ 27.58             02/09/2010 02/09/2011 Class A Common 12,000   12,000 D  
Stock Option (1997bj) (NQ) (right to buy) $ 10.75               (5) 03/03/2005 Class A Common 14,000   14,000 D  
Stock Option (1998bj) (NQ) (right to buy) $ 14.75             01/01/2003 12/31/2005 Class A Common 4,000   4,000 D  
Stock Option (1999bj) (NQ) (right to buy) $ 16.5             01/01/2004 01/01/2009 Class A Common 4,000   4,000 D  
Stock Option (2000aj) (NQ) (right to buy) $ 16.75               (6) 01/06/2010 Class A Common 13,250   13,250 D  
Stock Option (2000bj) (NQ) (right to buy) $ 16.75             01/06/2005 01/06/2010 Class A Common 4,000   4,000 D  
Stock Option (2001) (NQ) (right to buy) $ 1             12/26/2005 12/26/2010 Class A Common 8,000   8,000 D  
Stock Option (2001nq) (right to buy) $ 19.24             12/26/2006 12/26/2011 Class A Common 8,000   8,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEBOER JEFFREY B
360 E. JACKSON ST.
MEDFORD, OR 97501
      Senior Vice President, CFO  

Signatures

 By: Cliff E. Spencer, Attorney in Fact for   02/28/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion.
(2) Mr. DeBoer is a member in the DeBoer Insurance, LLC which is a member of Lithia Holding Company, LLC, the owner of all of the Class B Common stock of Lithia Motors.
(3) The options vest as to 20% of the total grant on the date of grant and 20% each anniversary date thereafter.
(4) Beginning on the1st anniversary of the grant date, the options vest as to 20% of the total grant on each of the 1st through the 5th anniversaries.
(5) Beginning on the1st anniversary of the grant date, the options vest as to 20% of the total grant on each of the 1st through the 5th anniversaries.
(6) The options vest as follows: 3,402 on 1/6/01; 3,402 on 1/6/02; 2,447 on 1/6/03; 2,029 on 1/6/04; and 1,970 on 1/6/05.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.