Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

CUSIP No.		909440 10 9

CUSIP No.		909440 10 9

CUSIP No.		909440 10 9

CUSIP No.		909440 10 9

CUSIP No.		909440 10 9

CUSIP No. 909440 10 9

          This Amendment No. 22 (the “Amendment”) amends and supplements the Schedule 13D filed on behalf of International Motor Cars Group I, L.L.C., a Delaware limited liability company (“IMCG I”), International Motor Cars Group II, L.L.C., a Delaware limited liability company (“IMCG II”), Penske Capital Partners, L.L.C., a Delaware limited liability company (“PCP”), Penske Corporation, a Delaware corporation (“Penske Corporation”), Roger S. Penske and James A. Hislop (all such persons, the “Reporting Persons”) with the Securities and Exchange Commission on April 22, 1999, as amended by Amendment No. 1 filed on May 3, 1999, Amendment No. 2 filed on August 5, 1999, Amendment No. 3 filed on February 9, 2000, Amendment No. 4 filed on September 14, 2000, Amendment No. 5 filed on October 26, 2000, Amendment No. 6 filed on December 18, 2000, Amendment No. 7 filed on December 26, 2000, Amendment No. 8 filed on February 14, 2001, Amendment No. 9 filed on March 6, 2001, Amendment No. 10 filed on August 7, 2001, Amendment No. 11 filed on March 1, 2002, Amendment No. 12 filed on March 27, 2002, Amendment No. 13 filed on May 14, 2002, Amendment No. 14 filed on June 26, 2002, Amendment No. 15 filed on August 21, 2002, Amendment No. 16 filed on April 9, 2003, Amendment No. 17 filed on April 29, 2003, Amendment No. 18 filed on August 5, 2003, Amendment No. 19 filed on February 16, 2004, Amendment No. 20 filed on January 31, 2006 and Amendment No. 21 filed on March 9, 2006 (the “Schedule 13D”), relating to the Voting Common Stock, par value $0.0001 per share (the “Voting Common Stock”), of United Auto Group, Inc., a Delaware corporation (the “Company”). Information reported in the Statement remains in effect except to the extent that is amended, restated or superseded by information contained in this Amendment No. 22 or a prior amendment. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

          This Amendment reflects the following events:

	§		On June 1, 2006, the Company effected a two-for-one split of its Voting Common Stock. All information herein reflects the stock split.
	§		On September 8, 2006, James A. Hislop resigned as managing member of PCP.
	§		On September 11, 2006, IMCG II distributed 64,430 shares of Voting Common Stock to its managing member PCP in accordance with the terms of IMCGII’s limited liability company agreement, and IMCG I distributed 13,112,140 shares of Voting Common Stock to its member PCP Holdings, Inc., a wholly owned subsidiary of Penske Corporation, and 2,073,446 shares to its managing member PCP, in each case in accordance with the terms of IMCGI’s limited liability company agreement. On September 14, 2006, PCP in turn distributed the shares of Voting Common Stock it received from IMCGI and IMCGII to PCP’s members in accordance with the terms of the terms of PCP’s limited liability company agreement. In the distribution by PCP, James A. Hislop received 484,552 shares of Voting Common Stock and Roger S. Penske, the managing member of PCP, received 329,495 shares of Voting Common Stock. The shares of Voting Common Stock received by each PCP, James A. Hislop, Roger S. Penske and Penske Corporation pursuant to the above-described distributions were all previously reported as beneficially owned by PCP, James A. Hislop, Roger S. Penske and Penske Corporation, respectively.

	§		On September 14, 2006, James A. Hislop entered into a purchase and sale agreement with Mitsui & Co. (U.S.A.), Inc. and Mitsui & Co., Ltd. (collectively, “Mitsui”) pursuant to which he sold 484,552 shares of Voting Common Stock to Mitsui at a cash price of $10,146,500 in the aggregate.
	§		On September 14, 2006, Penske Corporation entered into purchase and sale agreements with various persons pursuant to which Penske Corporation acquired from those persons, 492,185 shares of Voting Common Stock in exchange for newly-issued shares of common stock of Penske Corporation valued by Penske Corporation at $10,309,000, in the aggregate.

     Item 3. Source and Amount of Funds or Other Consideration.

          The 492,185 shares of Voting Common Stock of the Company acquired by Penske Corporation were acquired in exchange for newly-issued shares of Penske Corporation common stock valued by Penske Corporation at $10,309,000, in the aggregate.

     Item 5. Interest in Securities of the Issuer.

          Based on information provided by the Company, there were 94,433,455 shares of Voting Common Stock outstanding as of August 2, 2006. Based on this amount outstanding:

          (a) As of September 14, 2006:

	§		IMCG I beneficially owns no shares of Voting Common Stock;
	§		IMCGII beneficially owns 64,550 shares of Voting Common Stock, representing less than 1% of the Voting Common Stock outstanding.
	§		PCP beneficially owns 64,550 shares of Voting Common Stock, representing less than 1% of the Voting Common Stock outstanding.
	§		James A. Hislop beneficially owns 318,874 shares of Voting Common Stock, representing less than 1% of the Voting Common Stock outstanding.
	§		Penske Corporation beneficially owns 36,969,650 shares of Voting Common Stock, representing 39.1% of the Voting Common Stock outstanding;
	§		Roger S. Penske beneficially owns 37,527,167 shares of Voting Common Stock, representing 39.7% of the Voting Common Stock outstanding;

          (b) As of September 14, 2006:

§

IMCGII and PCP each have shared power to direct the vote of 64,550 shares of Voting Common Stock.

	§		James A. Hislop has the shared power to direct the vote of 314,874 shares of Voting Common Stock and the sole power to direct the vote of 4,000 shares of voting common stock.
	§		Penske Corporation has the shared power to direct the vote of 36,969,650 shares of Voting Common Stock;
	§		Roger S. Penske has the sole power to direct the vote of 492,967 shares of Voting Common Stock and shared power to direct the vote of 37,034,200 shares of Voting Common Stock; and

     As of September 14, 2006:

	§		IMCGII and PCP each have shared power to direct the disposition of 64,550 shares of Voting Common Stock
	§		James A. Hislop has the sole power to direct the disposition of 318,874 shares of Voting Common Stock.
	§		Penske Corporation has the shared power to direct the disposition of 36,112,044 shares of Voting Common Stock;
	§		Roger S. Penske has the sole power to direct the disposition of 707,081 shares of Voting Common Stock and shared power to direct the disposition of 36,176,594 shares of Voting Common Stock.

     (c)

	§		On September 11, 2006, IMCG II distributed 64,430 shares of Voting Common Stock to its managing member PCP in accordance with the terms of IMCGII’s limited liability company agreement, and IMCG I distributed 13,112,140 shares of Voting Common Stock to its member PCP Holdings, Inc., a wholly owned subsidiary of Penske Corporation, and 2,073,446 shares to its managing member PCP, in each case in accordance with the terms of IMCGI’s limited liability company agreement. On September 14, 2006, PCP in turn distributed the shares of Voting Common Stock it received from IMCGI and IMCGII to PCP’s members in accordance with the terms of the terms of PCP’s limited liability company agreement. In the distribution by PCP, James A. Hislop received 484,552 shares of Voting Common Stock and Roger S. Penske, the managing member of PCP, received 329,495 shares of Voting Common Stock. The shares of Voting Common Stock received by each PCP, James A. Hislop, Roger S. Penske and Penske Corporation pursuant to the above-described distributions were all previously reported as beneficially owned by PCP, James A. Hislop, Roger S. Penske and Penske Corporation, respectively.
	§		On September 14, 2006, James A. Hislop sold 484,552 shares of Voting Common Stock to Mitsui at a cash price of $10,146,500, in the aggregate.

§

On September 14, 2006, Penske Corporation acquired 492,185 shares of Voting Common Stock in exchange for newly-issued shares of common stock of Penske Corporation valued by Penske Corporation at $10,309,000, in the aggregate.

(e) As of September 8, 2006, upon his resignation as a managing member of PCP, James A. Hislop ceased to be the beneficial owner of more than 5% of the shares of the Company’s Voting Common Stock. As of September 11, 2006, IMCGI, ceased to be the beneficial owner of more than 5% of the shares of the Company’s Voting Common Stock.

§

The Sale Agreements filed as exhibits 43 and 44 to this form are incorporated by reference into this item.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

	§		On September 14, 2006, Penske Corporation entered into purchase and sale agreements with various persons pursuant to which Penske Corporation acquired from those persons, 492,185 shares of Voting Common Stock in exchange for newly-issued shares of common stock of Penske Corporation valued by Penske Corporation at $10,309,000, in the aggregate. These purchase and sale agreements are substantially identical to the purchase and sale agreement filed as Exhibit 43 hereto.
	§		On September 14, 2006, James A. Hislop entered into a purchase and sale agreement with Mitsui pursuant to which he sold 484,552 shares of Voting Common Stock to Mitsui at a cash price of $10,146,500, in the aggregate. This purchase and sale agreement is filed as Exhibit 44 hereto and incorporated herein by reference.

Item 7. Material to be filed as Exhibits.

Exhibit 43		Form of Purchase and Sale Agreement, dated September 14, 2006, between Penske Corporation and the Seller thereunder
Exhibit 44		Purchase and Sale Agreement, dated September 14, 2006, among Mitsui & Co. (U.S.A.), Inc., Mitsui & Co., Ltd., Penske Corporation and James A. Hislop

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 14, 2006

		INTERNATIONAL MOTOR CARS GROUP I, L.L.C.
				By:		PENSKE CAPITAL PARTNERS, L.L.C. Its Managing Member
						By:		/s/ Roger S. Penske
								Roger S. Penske Managing Member

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 14, 2006

		INTERNATIONAL MOTOR CARS GROUP II, L.L.C.
				By:		PENSKE CAPITAL PARTNERS, L.L.C. Its Managing Member
						By:		/s/ Roger S. Penske
								Roger S. Penske Managing Member

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 14, 2006

		PENSKE CAPITAL PARTNERS, L.L.C.
				By:		/s/ Roger S. Penske
						Roger S. Penske Managing Member

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 14, 2006

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 14, 2006

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 14, 2006

		PENSKE CORPORATION
				By:		/s/ Robert H. Kurnick, Jr.
						Name: Robert H. Kurnick, Jr.
						Title: President