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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1. Name and Address of Reporting Person * PENSKE ROGER S   2. Issuer Name and Ticker or Trading Symbol UNITED AUTO GROUP INC [UAG] 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 & CEO (Last) (First) (Middle) 2555 TELEGRAPH ROAD 3. Date of Earliest Transaction (Month/Day/Year) 03/07/2006 (Street) BLOOMFIELD HILLS, MI 48302 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 Common Stock (Restricted Shares) 03/07/2006   A   23,073 (1) A (2) 188,793 (3) (4) D   Common Stock 03/09/2006   M   400,000 A $ 10 588,793 D   Common Stock 03/09/2006   M   20,000 A $ 20.95 608,793 D   Common Stock 03/09/2006   M   15,000 A $ 10.04 623,793 D   Common Stock 03/09/2006   M   25,000 A $ 9.75 648,793 D   Common Stock 03/09/2006   P(5)   460,000 A $ 42.82 11,154,021 I By Corporation Common Stock 03/09/2006   S(5)   460,000 D $ 42.82 188,793 D

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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

Employee Stock Option

$ 10

03/09/2006

M

400,000

05/03/2002

08/03/2009

Common Stock

400,000

(2)

0

D

Employee Stock Option

$ 20.95

03/09/2006

M

20,000

02/22/2005

02/22/2012

Common Stock

20,000

(2)

0

D

Employee Stock Option

$ 10.04

03/09/2006

M

15,000

02/28/2004

02/28/2011

Common Stock

15,000

(2)

0

D

Employee Stock Option

$ 9.75

03/09/2006

M

25,000

01/14/2003

01/14/2010

Common Stock

25,000

(2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PENSKE ROGER S 2555 TELEGRAPH ROAD BLOOMFIELD HILLS, MI 48302	X	X	Chairman & CEO

Signatures

/s/ Shane M. Spradlin, Attorney-in-Fact		03/09/2006
**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)	Fifteen percent (15%) of the shares vest on June 1, 2007, fifteen percent (15%) of the shares vest June 1, 2008, twenty percent (20%) of the shares vest on June 1, 2009 and fifty percent (50%) of the shares vest on June 1, 2010.
(2)	Price is not relevent to this transaction.
(3)	Mr. Penske also reports beneficial ownership of 7,657,282 shares held by International Mortor Cars Group I, LLC and International Motor Cars Group II, LLC. Penske Capital Partners, LLC is the managing member of each of these entities and Mr. Penske is a managing member of these entities. Mr. Penske disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.
(4)	Mr. Penske also reports beneficial ownership of 10,694,021 shares owned by Penske Corporation. Mr. Penske disclaims beneficial ownership of the securities held by Penske Corporation and its subsidiaries, except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.
(5)	These 460,000 securities were purchased by a subsidiary of Penske Corporation from the reporting person, which transaction results in no change in the aggregate securities reported by the reporting person.

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