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
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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)
02/11/2010
(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 02/11/2010   P   5,000 A $ 5.32 5,000 I By IRA
Class A Common               69,796 D  
Class A Common               79,500 I Deboer Family, LLC (1)

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               (2)   (2) Class A Common 3,762,231   3,762,231 I Interest owned by a LLC (3)
Stock Option (2000sd) (NQ) (right to buy) $ 16.75               (4) 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 (2001sd) (NQ) (right to purchase) $ 11.81               (5) 12/26/2010 Class A Common 31,788   31,788 D  
Stock Option (right to buy) $ 31.67             03/10/2011 03/10/2012 Class A Common 24,000   24,000 D  
Stock Option (right to buy) $ 28.34             03/09/2012 03/09/2013 Class A Common 24,000   24,000 D  
Stock Option (right to buy) $ 9.38             03/10/2012 03/09/2014 Class A Common 25,000   25,000 D  
Stock Option (2001nq) (right to buy) $ 19.24             12/26/2006 12/26/2011 Class A Common 16,000   16,000 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

 By: Kenneth E. Roberts, Attorney in Fact for   02/04/2010
**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) 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
(2) Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion.
(3) 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.
(4) The options vest as follows: 13,627 on 1/6/01 and 8,383 on 1/6/02.
(5) 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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