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

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(Print or Type Responses)

1. Name and Address of Reporting Person * DEBOER SIDNEY B   2. Issuer Name and Ticker or Trading Symbol LITHIA MOTORS INC [LAD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 360 E. JACKSON ST. 3. Date of Earliest Transaction (Month/Day/Year) 08/10/2005 (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 08/10/2005   S   280 D $ 30.5 0 I By Spouse in Joint Ownership with Mother (1) Class A Common               45,625 D   Class A Common               84,500 I Deboer Family, LLC (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(3)

(3)

Class A Common

3,762,231

3,762,231

I

Interest owned by a LLC (4)

Stock Option (2000sd) (NQ) (right to buy)

$ 16.75

(5)

01/06/2010

Class A Common

22,010

22,010

D

Stock Option (2002nq) (right to buy)

$ 15.13

12/26/2007

12/26/2012

Class A Common

16,000

16,000

D

Stock Option (right to buy)

$ 29.42

03/11/2009

03/11/2010

Class A Common

16,002

16,002

D

Stock Option (right to buy)

$ 27.58

02/09/2010

02/09/2011

Class A Common

20,001

20,001

D

Stock Option (2001) (ISO) (right to purchase)

$ 12.99

12/26/2000

12/26/2005

Class A Common

7,494

7,494

D

Stock Option (2001) (NQ) (right to buy)

$ 1

12/26/2005

12/26/2010

Class A Common

16,000

16,000

D

Stock Option (2001nq) (right to buy)

$ 19.24

12/26/2006

12/26/2011

Class A Common

16,000

16,000

D

Stock Option (2001sd) (NQ) (right to purchase)

$ 11.81

(6)

12/26/2010

Class A Common

31,788

31,788

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DEBOER SIDNEY B 360 E. JACKSON ST. MEDFORD, OR 97501	X	X	Chairman and CEO

Signatures

/s/ DeBoer, Sidney B.		08/10/2005
**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)	These shares are beneficially owned by reporting person's Mother-in-law in a joint acount with reporting person's spouse and reporting person disclaims any beneficial ownership of these shares
(2)	Sidney B. Deboer is the trustee of the Sidney B. DeBoer Trust, which is the owner of a majority interest in the LLC and is the sole manager of the LLC
(3)	Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion.
(4)	Mr. DeBoer, through DeBoer Family, LLC, of which he is the sole manager, owns a majority interest in Lithia Holding Company, LLC, of which he is also the sole manager; and he has elected to report all Class B Common Stock owned by the Lithia Holding Company, LLC as being beneficially owned by him.
(5)	The options vest as follows: 13,627 on 1/6/01 and 8,383 on 1/6/02.
(6)	The options vest 8,360 shares on 12/26/00, 2,108 on 12/26/02, 10,565 on 12/26/03 and 10,755 on 12/26/04

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