<SUBMISSION>
<ACCESSION-NUMBER>0000950168-00-002062
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20000921
<EFFECTIVENESS-DATE>20000921
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SONIC AUTOMOTIVE INC
<CIK>0001043509
<ASSIGNED-SIC>5500
<IRS-NUMBER>562010790
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-46272
<FILM-NUMBER>726120
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5401 EAST INDEPENDENCE BLVD
<STREET2>PO BOX 18747
<CITY>CHARLOTTE
<STATE>NC
<ZIP>28212
<PHONE>7045323354
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5401 EAST INDEPENDENCE BLVD
<CITY>CHARLOTTE
<STATE>NC
<ZIP>28212
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>SONIC AUTOMOTIVE, INC.
<TEXT>


   As Filed with the Securities and Exchange Commission on September 20, 2000

                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             SONIC AUTOMOTIVE, INC.
             (Exact Name of Registrant as Specified in its Charter)


                  Delaware                                     56-2010790
        (State or Other Jurisdiction                        (I.R.S. Employer
      Of Incorporation or Organization)                    Identification No.)

      5401 East Independence Boulevard                            28212
               P.O. Box 18747                                  (Zip Code)
          Charlotte, North Carolina
  (Address of Principal Executive Offices)

                  SONIC AUTOMOTIVE, INC. 1997 STOCK OPTION PLAN
                     AMENDED AND RESTATED AS OF JUNE 5, 2000
                              (Full Title of Plan)

                               Mr. O. Bruton Smith
                      Chairman and Chief Executive Officer
                             Sonic Automotive, Inc.
                         5401 E. Independence Boulevard
                                 P.O. Box 18747
                         Charlotte, North Carolina 28212
                                 (704) 532-3320
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                                   Copies to:

                               Gary C. Ivey, Esq.
                      Parker, Poe, Adams & Bernstein L.L.P.
              2500 Charlotte Plaza, Charlotte, North Carolina 28244
                            Telephone (704) 372-9000



<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

      Title of              Amount        Proposed Maximum   Proposed Maximum        Amount
     Securities             to be          Offering Price       Aggregate              Of
  to be Registered        Registered        Per Share(1)      Offering Price     Registration Fee
<S>                     <C>                    <C>             <C>                  <C>
Class A Common Stock,   1,500,000 shares       $9.4375         $14,156,250.00       $3,737.25
par value $0.01 per
share
</TABLE>
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457 (h) under the Securities Act of 1933, based upon the
      average of the high and low prices of the Registrant's Class A Common
      Stock reported on the New York Stock Exchange on September 19, 2000 which
      prices were $9.50 and $9.375, respectively.
<PAGE>
      This Registration Statement relates to the registration of additional
securities relating to an employee benefit plan for which registration
statements filed on Form S-8 (File Nos. 333-65447 and 333-81053) were filed by
the Company with the Securities and Exchange Commission on October 8, 1998 and
June 18, 1999, respectively. The contents of the October 8, 1998 and June 18,
1999 registration statements, including any amendments thereto, are incorporated
herein by this reference.

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

      The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities and Exchange Commission Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act").

                                         PART II

                               INFORMATION REQUIRED IN THE
                                  REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

      The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this Registration
Statement, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede this information. Sonic
Automotive, Inc. (the "Company," and sometimes referred to herein as the
"Registrant") incorporates by reference the documents listed below and any
future filings made with the Securities and Exchange Commission under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"):

      (i)   the Company's Annual Report on Form 10-K for its fiscal year ended
            December 31, 1999 (File No. 1-13395);

      (ii)  the Company's Quarterly Report on Form 10-Q for its fiscal quarter
            ended March 31, 2000;

      (iii) the Company's Quarterly Report on Form 10-Q for its fiscal quarter
            ended June 30, 2000;

      (iv)  the Company's Definitive Proxy Materials dated May 1, 2000;

      (v)   the Company's Amended Current Report on Form 8-K/A, filed on January
            18, 2000, relating to its Current Report on Form 8-K filed on
            November 19, 1999;

      (vi)  the Company's Amended Current Report on Form 8-K/A, filed on January
            27, 2000, relating to its Current Report on Form 8-K filed on
            December 22, 1999;

      (vii) the Company's Current Report on Form 8-K filed on September 15,
            2000; and

     (viii) the description of the Company's Class A Common Stock contained in
            the Company's Registration Statement on Form 8-A, as amended, filed
            with the SEC pursuant to Section 12 of the Exchange Act.

All documents subsequently filed by the Registrant pursuant to sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document, all or a portion of which is incorporated or

                                       2
<PAGE>
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a part of this
Registration Statement.


Item 6. Indemnification of Officers and Directors

      The Registrant's Bylaws effectively provide that the Registrant shall, to
the full extent permitted by Section 145 of the General Corporation Law of the
State of Delaware, as amended from time to time ("Section 145"), indemnify all
persons whom it may indemnify pursuant thereto. In addition, the Registrant's
Certificate of Incorporation eliminates personal liability of its directors to
the full extent permitted by Section 102(b)(7) of the General Corporation Law of
the State of Delaware, as amended from time to time ("Section 102(b)(7)").

      Section 145 permits a corporation to indemnify its directors and officers
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by a third party if such directors or
officers acted in good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit and only with respect to a matter
as to which they shall have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine upon application that
the defendant officers or directors are reasonably entitled to indemnity for
such expenses despite such adjudication of liability.

      Section 102(b)(7) provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds, or (iv) for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.

      The Company maintains insurance against liabilities under the Securities
Act for the benefit of its officers and directors.

Item 8.      Exhibits


Exhibit
Number       Description
------       -----------

4.1          Sonic Automotive, Inc. 1997 Stock Option Plan
             Amended and Restated as of June 5, 2000

4.2          Form of Incentive Stock Option Agreement and Grant
             pursuant to the Sonic Automotive, Inc. 1997 Stock Option
             Plan Amended and Restated as of June 5, 2000

4.3          Form of Nonstatutory Stock Option Agreement and Grant
             pursuant to the Sonic Automotive, Inc. 1997 Stock Option
             Plan Amended and Restated as of June 5, 2000

5.1          Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding
             the legality of securities registered

                                       3
<PAGE>
23.1         Consent of Deloitte & Touche LLP

23.2         Consent of KPMG, LLP

23.3         Consent of Parker, Poe, Adams & Bernstein L.L.P. (included
             in Exhibit 5.1 to this Registration Statement)


Item 9. Undertakings

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement;

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or most recent post-effective amendment thereof) which,
                        individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in the volume of securities
                        offered (if the total dollar value of securities offered
                        would not exceed that which was registered), any
                        deviation from the high or low end of the estimated
                        maximum offering range may be reflected in the form of
                        prospectus filed with the Securities and Exchange
                        Commission pursuant to Rule 424(b) if, in the aggregate,
                        the changes in volume and price represent no more that
                        20% change in the maximum aggregate offering price set
                        forth in the "Calculation of Registration Fee" table in
                        the effective registration statement; and

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F- 3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;

            (2)   That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the Registrant's annual report pursuant to Section 13(a) or Section
            15(d) of the Exchange Act (and, where applicable, each filing of an
            employee benefit plan's annual report pursuant to Section 15(d) of
            the Exchange Act) that is incorporated by reference in the
            Registration Statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy


                                       4
<PAGE>

            as expressed in the Securities Act and is, therefore, unenforceable.
            In the event that a claim for indemnification against such
            liabilities (other than the payment by the Registrant of expenses
            incurred or paid by a director, officer or controlling person of the
            Registrant in the successful defense of any action, suit or
            proceeding) is asserted by such director, officer or controlling
            person in connection with the securities being registered, the
            Registrant will, unless in the opinion of its counsel the matter has
            been settled by controlling precedent, submit to a court of
            appropriate jurisdiction the question whether such indemnification
            by it is against public policy as expressed in the Securities Act
            and will be governed by the final adjudication of such issue.


                         [Signatures begin on next page]


                                       5
<PAGE>

                                   SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on September 15,
2000

                                 Sonic Automotive, Inc.


                                 BY: /s/ O. Bruton Smith
                                     -------------------------------------
                                      O. Bruton Smith
                                      Chief Executive Officer and Chairman

                                POWER OF ATTORNEY

      We, the undersigned directors and officers of Sonic Automotive, Inc., do
hereby constitute and appoint Messrs. O. Bruton Smith, Bryan Scott Smith, and
Theodore M. Wright, each with full power of substitution, our true and lawful
attorney-in-fact and agent to do any and all acts and things in our names and in
our behalf in our capacities stated below, which acts and things either of them
may deem necessary or advisable to enable Sonic Automotive, Inc. to comply with
the Securities Act, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but not limited to, power and authority to
sign for any and all of us in our names, in the capacities stated below, any and
all amendments (including post-effective amendments) hereto and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; and we do
hereby ratify and confirm all that they shall do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.


<TABLE>
<CAPTION>
          Signature                                 Title                                              Date

<S>                                <C>                                                          <C>
/s/ O. Bruton Smith                Chief Executive Officer (principle executive officer),       September 15, 2000
--------------------------------   Chairman and Director
O. Bruton Smith

/s/ Thomas A. Price                Vice Chairman and Director                                   September 15, 2000
--------------------------------
Thomas A. Price

/s/ B. Scott Smith                 President, Chief Operating Officer and Director              September 15, 2000
--------------------------------
B. Scott Smith

                                   Chief Financial Officer, Vice President-Finance,             September 15, 2000
                                   Treasurer (Principle Financial and Accounting
/s/ Theodore M. Wright             Officer) and Director
--------------------------------
Theodore M. Wright

/s/ Jeffrey C. Rachor              Executive Vice President of Retail Operations and            September 15, 2000
--------------------------------   Director
Jeffrey C. Rachor

/s/ William R. Brooks              Director                                                     September 15, 2000
--------------------------------
William R. Brooks

/s/ William P. Benton              Director                                                     September 15, 2000
--------------------------------
William P. Benton

/s/ William  I. Belk               Director                                                     September 15, 2000
--------------------------------
William I. Belk

/s/ Robert Heller                  Director                                                     September 15, 2000
--------------------------------
H. Robert Heller
</TABLE>

                                       6
<PAGE>
                                INDEX TO EXHIBITS


Exhibit
Number       Description
------       -----------

4.1          Sonic Automotive, Inc. 1997 Stock Option Plan
             Amended and Restated as of June 5, 2000

4.2          Form of Incentive Stock Option Agreement and Grant
             pursuant to the Sonic Automotive, Inc. 1997 Stock Option
             Plan Amended and Restated as of June 5, 2000

4.3          Form of Nonstatutory Stock Option Agreement and Grant
             pursuant to the Sonic Automotive, Inc. 1997 Stock Option
             Plan Amended and Restated as of June 5, 2000

5.1          Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding
             the legality of securities registered

23.1         Consent of Deloitte & Touche LLP

23.2         Consent of KPMG, LLP

23.3         Consent of Parker, Poe, Adams & Bernstein L.L.P. (included
             in Exhibit 5.1 to this Registration Statement)


                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>1997 STOCK OPTION PLAN
<TEXT>

                                                                     Exhibit 4.1

                            SONIC AUTOMOTIVE, INC.
                            1997 STOCK OPTION PLAN

                    Amended and Restated as of June 5, 2000

      1. Purposes of Plan. The purposes of the Plan, which shall be known as the
Sonic Automotive, Inc. 1997 Stock Option Plan and is hereinafter referred to as
the "Plan", are (i) to provide incentives for key employees, directors,
consultants and other individuals providing services to Sonic Automotive, Inc.
(the "Company") and its subsidiaries and other related entities (each of which
is referred to herein as a "Subsidiary") by encouraging their ownership of the
Class A Common Stock, $.01 par value per share, of the Company (the "Stock") and
(ii) to aid the Company in retaining such key employees, directors, consultants
and other individuals upon whose efforts the Company's success and future growth
depends, and attracting other such employees, directors, consultants and other
individuals.

      2. Administration. The Plan shall be administered by a committee of the
Board of Directors of the Company or subcommittee thereof (the "Committee"). The
Committee shall be appointed from time to time by the Board of Directors of the
Company (the "Board of Directors") and shall consist of not fewer than two of
its members. In the event that no such Committee exists or is appointed, then
the powers to be exercised by the Committee hereunder shall be exercised by the
Board of Directors.

      For purposes of administration, the Committee, subject to the terms of the
Plan, shall have plenary authority to establish such rules and regulations, to
make such determinations and interpretations, and to take such other
administrative actions, as it deems necessary or advisable. All determinations
and interpretations made by the Committee shall be final, conclusive and binding
on all persons, including those granted options hereunder ("Optionees") and
their legal representatives and beneficiaries.

      Notwithstanding any other provisions of the Plan, the Committee may impose
such conditions on any options as may be required to satisfy the requirements of
Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Act") or
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

      The Committee shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all members shall be
as effective as if it had been made by a majority vote at a meeting duly called
and held. The Committee may appoint a secretary (who need not be a member of the
Committee). No member of the Committee shall be liable for any act or omission
with respect to his service on the Committee, if he acts in good faith and in a
manner he reasonably believes to be in or not opposed to the best interests of
the Company.

      3. Stock Available for Options. There shall be available for options under
the Plan a total of 6,000,000 shares of Stock, subject to any adjustments which
may be made pursuant to Section 5(f) hereof. Shares of Stock used for purposes
of the Plan may be either authorized and unissued shares, or previously issued
shares held in the treasury of the Company, or both. Shares of Stock covered by
options which have
<PAGE>
terminated or expired prior to exercise, or which have been tendered as payment
upon exercise of other options pursuant to Section 5(c), shall be available for
further option grants hereunder.

      4. Eligibility. Options under the Plan may be granted to key employees of
the Company or any Subsidiary, including officers or directors of the Company or
any Subsidiary, and to consultants and other individuals providing services to
the Company or any Subsidiary. On and after June 5, 2000, options may no longer
be granted under this Plan to "non-employee directors" within the meaning of
Rule 16b-3 of the Act. Options may be granted to eligible persons whether or not
they hold or have held options previously granted under the Plan or otherwise
granted or assumed by the Company; provided, however, that the maximum number of
shares of Stock with respect to which options may be granted under the Plan to
any person during any calendar year shall be 500,000 shares of Stock (subject to
adjustment in the same manner as provided in Section 5(f) with respect to shares
of Stock subject to options then outstanding). In selecting recipients for
options, the Committee may take into consideration any factors it may deem
relevant, including its estimate of the individual's present and potential
contributions to the success of the Company and its Subsidiaries. Service as a
director, officer or consultant of or to the Company or any Subsidiary shall be
considered employment for purposes of the Plan (and the period of such service
shall be considered the period of employment for purposes of Section 5(d) of the
Plan); provided, however, that incentive stock options may be granted under the
Plan only to an individual who is an "employee" (as such term is used in Section
422 of the Code) of the Company or a Subsidiary which constitutes a "subsidiary
corporation" within the meaning of Section 424(f) of the Code.

      5. Terms and Conditions of Options. The Committee shall, in its
discretion, prescribe the terms and conditions of the options to be granted
hereunder, which terms and conditions need not be the same in each case, subject
to the following:

            (a) Option Price. The price at which each share of Stock may be
      purchased upon exercise of an option granted under the Plan shall be
      determined by the Committee in its discretion, but shall not be less than
      the fair market value per share of Stock on the date of grant of the
      option. In the case of any option intended to be an incentive stock option
      granted to an individual owning (directly or by attribution as provided in
      Section 424(d) of the Code), on the date of grant, stock possessing more
      than 10% of the total combined voting power of all classes of stock of the
      Company or any Subsidiary (which individual shall hereinafter be referred
      to as a "10% Stockholder"), the price at which each share of Stock may be
      purchased upon exercise of the option shall not be less than 110% of the
      fair market value per share of Stock on the date of grant of the option.
      The date of the grant of an option shall be the date specified by the
      Committee in its grant of the option. Except as otherwise provided in
      Section 5(f) of this Plan, the option price of an outstanding option under
      this Plan may not be repriced. Notwithstanding the foregoing, an option
      may be granted with an exercise price lower than that set forth above if
      such option is granted pursuant to an assumption or substitution for
      another option in a manner satisfying the provisions of Section 424(a) of
      the Code.


             For purposes of this Section 5(a), "fair market value" shall mean
      the last sale price regular way on the last trading day prior to the date
      of option grant, or, in case no sales take place on such date, the average
      of the closing high bid and low asked prices regular way, in either case
      on the principal national securities exchange on which the Stock is listed
      or admitted to trading, or if the

                                      2
<PAGE>
      Stock is not listed or admitted to trading on any national securities
      exchange, the last sale price reported on the National Market System of
      the National Association of Securities Dealers Automated Quotation system
      ("NASDAQ") on such date, or the average of the closing high bid and low
      asked prices of the Stock in the over-the-counter market reported on
      NASDAQ on such date, as furnished to the Committee by any New York Stock
      Exchange member selected from time to time by the Committee for such
      purpose. If there is no bid or asked price reported on any such date, the
      fair market value shall be determined by the Committee in accordance with
      the regulations promulgated under Section 2031 of the Code, or by any
      other appropriate method selected by the Committee.

            (b) Option Period. The period for exercise of an option shall be
      determined by the Committee in its discretion but in no event shall the
      exercise period be more than ten years from the date of grant, or in the
      case of an option intended to be an incentive stock option granted to a
      10% Stockholder, more than five years from the date of grant. Options may,
      in the discretion of the Committee, be made exercisable in installments
      during the option period. Any shares not purchased on any applicable
      installment date may be purchased thereafter at any time before the
      expiration of the option period, subject to Section 5(d) below.

            (c) Exercise of Options. In order to exercise an option, the
      Optionee shall deliver to the Company written notice specifying the number
      of shares of Stock to be purchased, together with full payment of the
      purchase price therefor; provided that, for the purpose of assisting an
      Optionee to exercise an option, the Company may make loans to the Optionee
      or guarantee loans made by third parties to the Optionee, on such terms
      and conditions as the Board of Directors may authorize. The purchase price
      may be paid in (i) cash (or a certified or bank cashier's check payable to
      the order of the Company); (ii) shares of Stock owned by the Optionee,
      (iii) nonstatutory options granted under the Plan and held by the Optionee
      (provided, however, that the purchase price of Stock acquired under an
      incentive stock option may not be paid in options); or (iv) any
      combination of the foregoing methods. Shares of Stock tendered in payment
      on the exercise of an option shall be valued at their fair market value
      determined as described in Section 5(a) above, provided that the date of
      determination shall be the date of exercise. The fair market value of
      options tendered in payment upon exercise of other options shall be the
      fair market value of the underlying Stock, determined as aforesaid, less
      the total exercise price of the options. In addition, at the request of
      the Optionee, and subject to applicable laws and regulations, the Company
      may (but shall not be required to) cooperate in a "cashless exercise" of
      an option (i.e., the assignment to the Company of the proceeds from a sale
      of Stock acquired upon exercise of the option or from the proceeds of a
      loan from a brokerage firm). If the Optionee so requests, shares of Stock
      purchased upon exercise of an option may be issued in the name of the
      Optionee or another person. An Optionee shall have none of the rights of a
      stockholder until the shares of Stock are issued to him.

            (d)   Effect of Termination of Employment.

                  (i) An option may not be exercised after the Optionee has
            ceased to be in the employ of the Company or any Subsidiary for any
            reason other than the Optionee's death, Disability or Involuntary
            Termination Without Cause. A cessation of employment, for purposes
            of incentive stock options only, shall be deemed to occur on the
            ninety-first day of a leave of absence unless the Optionee's
            reemployment rights are guaranteed by law or by contract. "Cause"
            shall mean any act, action or series of acts or actions or any
            omission,

                                      3
<PAGE>
            omissions, or series of omissions which result in, or which have the
            effect of resulting in, (i) the commission of a crime by the
            Optionee involving moral turpitude, which crime has a material
            adverse impact on the Company or any Subsidiary or which is intended
            to result in the personal enrichment of the Optionee at the expense
            of the Company or one of its Subsidiaries, (ii) a material violation
            of the Optionee's responsibilities, or the Optionee's gross
            negligence or willful misconduct, or (iii) the continuous, willful
            failure of the person in question to follow the reasonable
            directives of the Board of Directors. "Disability" shall mean the
            inability or failure of a person to perform those duties for the
            Company or any Subsidiary traditionally assigned to and performed by
            such person because of the person's then-existing physical or mental
            condition, impairment or incapacity. The fact of disability shall be
            determined by the Committee, which may consider such evidence as it
            considers desirable under the circumstances, the determination of
            which shall be final and binding upon all parties. "Involuntary
            Termination Without Cause" shall mean either (i) the dismissal of,
            or the request for the resignation of, a person, by court order,
            order of any court- appointed liquidator or trustee of the Company,
            or the order or request of any creditors' committee of the Company
            constituted under the federal bankruptcy laws, provided that such
            order or request contains no specific reference to Cause; or (ii)
            the dismissal of, or the request for the resignation of, a person,
            by a duly constituted corporate officer of the Company or any
            Subsidiary, or by the Board, for any reason other than for Cause.

                  (ii) During the three months after the date of the Optionee's
            Involuntary Termination Without Cause, the Optionee shall have the
            right to exercise the options granted under the Plan, but only to
            the extent the options were exercisable on the date of the cessation
            of the Optionee's employment.

                  (iii) During the twelve months after the Optionee's employment
            with the Company or any Subsidiary ceases as a result of the
            Optionee's Disability, the Optionee shall have the right to exercise
            the options granted under the Plan, but only to the extent the
            options were exercisable on the date of the cessation of the
            Optionee's employment.

                  (iv) In the event of the death of the Optionee while employed
            or, in the event of the death of the Optionee after cessation of
            employment described in subparagraph (ii) or (iii), above, but
            within the three-month or twelve-month period described in
            subparagraph (ii) or (iii), above, the options granted under the
            Plan shall be exercisable until the expiration of twelve months
            following the Optionee's death, but only to the extent the option
            was exercisable on the date of the cessation of the Optionee's
            employment. During such extended period, the option may be exercised
            by the person or persons to whom the deceased Optionee's rights
            under the Option Agreement shall pass by will or by the laws of
            descent and distribution. The provisions of this subparagraph (iv)
            shall apply to any outstanding options which are incentive stock
            options to the extent permitted by Sections 421 and 422(d) of the
            Code and such outstanding options in excess thereof shall,
            immediately upon the death of the Optionee, be treated for all
            purposes of the Plan as nonstatutory stock options and shall be
            exercisable as such as provided in this subparagraph (iv).

            In no event shall any option be exercisable beyond the applicable
      exercise period determined pursuant to Section 5(b) of the Plan. Nothing
      in the Plan or in any option granted pursuant to the Plan (in the absence
      of an express provision to the contrary) shall confer on any individual
      any right to continue in the employ of the Company or any Subsidiary or
      interfere in any way with the right of the Company or Subsidiary to
      terminate his employment at any time.

                                      4
<PAGE>

            (e) Nontransferability of Options. Except as otherwise set forth
      herein, during the lifetime of an Optionee, options held by such Optionee
      shall be exercisable only by him, and no option shall be transferable
      other than by will or the laws of descent and distribution.
      Notwithstanding the foregoing, the Committee, in its absolute discretion,
      may grant nonstatutory stock options that may be transferred without
      consideration, in whole or in part, by the Optionee to (i) the Optionee's
      child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
      former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law or sister-in-law, including
      adoptive relationships, or any person sharing the Optionee's household
      (other than a tenant or employee) ("Family Members"); (ii) a trust in
      which Family Members have more than 50% of the beneficial interest; (iii)
      a foundation in which Family Members (or the Optionee) control the
      management of assets; or (iv) any other entity in which Family Members (or
      the Optionee) own more than 50% of the voting interests. In all cases, the
      Committee must be notified in advance in writing of the terms of any
      proposed transfer to a permitted transferee and such transfers may occur
      only with the consent of and subject to the rules and conditions imposed
      by the Committee. The transferee and the transferred options shall
      continue to be subject to the same terms and conditions as were applicable
      immediately prior to the transfer. The provisions of the Plan, including,
      but not limited to, those set forth in Section 5(b) and (d), shall
      continue to apply with respect to the Optionee and the option shall be
      exercisable by the transferee only to the extent and for the periods
      specified herein and in any applicable option agreement. The Optionee
      shall remain subject to withholding taxes upon exercise of any transferred
      option by the transferee.

            (f) Adjustments for Change in Stock Subject to Plan. In the event of
      a reorganization, recapitalization, stock split, stock dividend,
      combination of shares, merger, consolidation, rights offering or any other
      change in the corporate structure or shares of the Company, unless the
      Committee should determine otherwise, corresponding adjustments
      automatically shall be made to the number and kind of shares available for
      issuance under this Plan, the number and kind of shares covered by
      outstanding options under this Plan, and the exercise price per share for
      outstanding options. In addition, the Committee may make such other
      adjustments as it determines to be equitable.

            (g) Acceleration of Exercisability of Options Upon Occurrence of
      Certain Events. In connection with any merger or consolidation in which
      the Company is not the surviving corporation and which results in the
      holders of the outstanding voting securities of the Company (determined
      immediately prior to such merger or consolidation) owning less than a
      majority of the outstanding voting securities of the surviving corporation
      (determined immediately following such merger or consolidation), or any
      sale or transfer by the Company of all or substantially all of its assets
      or any tender offer or exchange offer for or the acquisition, directly or
      indirectly, by any person or group of all or a majority of the
      then-outstanding voting securities of the Company, all outstanding options
      under the Plan shall become exercisable in full, notwithstanding any other
      provision of the Plan or of any outstanding options granted thereunder, on
      and after (i) the fifteenth day prior to the effective date of such
      merger, consolidation, sale, transfer or acquisition or (ii) the date of
      commencement of such tender offer or exchange offer, as the case may be.
      The provisions of the foregoing sentence shall apply to any outstanding
      options which are incentive stock options to the extent permitted by
      Section 422(d) of the Code and such outstanding options in excess thereof
      shall, immediately upon the occurrence of the event described in clause
      (i) or (ii) of the foregoing sentence, be treated for all purposes of the
      Plan as nonstatutory stock options and shall be immediately exercisable as
      such

                                      5
<PAGE>
      as provided in the foregoing sentence. Notwithstanding the foregoing, in
      no event shall any option be exercisable after the date of termination of
      the exercise period of such option determined pursuant to Sections 5(b)
      and 5(d).

            (h) Registration, Listing and Qualification of Shares of Stock. Each
      option shall be subject to the requirement that if at any time the Board
      of Directors shall determine that the registration, listing or
      qualification of shares of Stock covered thereby upon any securities
      exchange or under any federal or state law, or the consent or approval of
      any governmental regulatory body, is necessary or desirable as a condition
      of, or in connection with, the granting of such option or the purchase of
      shares of Stock thereunder, no such option may be exercised unless and
      until such registration, listing, qualification, consent or approval shall
      have been effected or obtained free of any conditions not acceptable to
      the Board of Directors. The Company may require that any person exercising
      an option shall make such representations and agreements and furnish such
      information as it deems appropriate to assure compliance with the
      foregoing or any other applicable legal requirement.

            (i) Other Terms and Conditions. The Committee may impose such other
      terms and conditions, not inconsistent with the terms hereof, on the grant
      or exercise of options, as it deems advisable.

            (j) Reload Options. If upon the exercise of an option granted under
      the Plan (the "Original Option") the Optionee pays the purchase price for
      the Original Option pursuant to Section 5(c) in whole or in part in shares
      of Stock owned by the Optionee for at least six months, the Company shall
      grant to the Optionee on the date of such exercise an additional option
      under the Plan (the "Reload Option") to purchase that number of shares of
      Stock equal to the number of shares of Stock so held for at least six
      months transferred to the Company in payment of the purchase price in the
      exercise of the Original Option. The price at which each share of Stock
      covered by the Reload Option may be purchased shall be the market value
      per share of Stock (as specified in Section 5(c)) on the date of exercise
      of the Original Option. The Reload Option shall not be exercisable until
      one year after the date the Reload Option is granted or after the
      expiration date of the Original Option. Upon the payment of the purchase
      price for a Reload Option granted hereunder in whole or in part in shares
      of Stock held for more than six months pursuant to Section 5(c), the
      Optionee is entitled to receive a further Reload Option in accordance with
      this Section 5(j). Shares of Stock covered by a Reload Option shall not
      reduce the number of shares of Stock available under the Plan pursuant to
      Section 3.

      6. Additional Provisions Applicable to Incentive Stock Options. The
Committee may, in its discretion, grant options under the Plan which constitute
"incentive stock options" within the meaning of Section 422 of the Code to
eligible employees of the Company and its "subsidiary corporations" within the
meaning of Section 424(f) of the Code, provided, however, that the aggregate
market value of the Stock (determined as of the date the incentive stock option
is granted) with respect to which incentive stock options are exercisable for
the first time by the Optionee during any calendar year shall not exceed
$100,000 or such other limitation set forth in Section 422(d) of the Code.

                                      6
<PAGE>

      7. Effectiveness of Plan. The Plan became effective when it was adopted
and approved by the Board of Directors and the stockholders of the Company on
October 9, 1997. The Plan was amended and restated effective as of December 3,
1998 and again amended and restated effective as of June 8, 1999; provided,
however, that the amendments to Section 5(e) contained in the June 8, 1999
restatement also shall apply to all outstanding nonstatutory stock options under
the Plan as of June 8, 1999. This amendment and restatement of the Plan shall be
effective as of June 5, 2000, subject to approval by the stockholders of the
Company at the 2000 Annual Meeting of Stockholders.

      8. Amendment and Termination. The Board of Directors may at any time amend
the Plan or the terms of any option outstanding under the Plan; provided,
however, that, except as contemplated in Section 5(f), the Board of Directors
shall not, without approval by a majority of the votes cast by the stockholders
of the Company at a meeting of stockholders at which a proposal to amend the
Plan is voted upon, (i) increase the maximum number of shares of Stock for which
options may be granted under the Plan, or (ii) except as otherwise provided in
the Plan, amend the requirements as to the class of employees eligible to
receive options. The Board of Directors may terminate the Plan at any time.
Unless the Plan shall theretofore have been terminated, the Plan shall
terminate, and no option shall be granted hereunder after, October 9, 2007. No
amendment or termination of the Plan or any option outstanding under the Plan
may, without the consent of an Optionee, adversely affect the rights of such
Optionee under any option held by such Optionee.

      9. Withholding. It shall be a condition to the obligation of the Company
to issue shares of Stock upon exercise of an option that the Optionee (or any
beneficiary or person entitled to act under Section 5(d) hereof) remit to the
Company, or make arrangements satisfactory to the Company to pay through payroll
withholding or otherwise, such amount as may be requested by the Company to meet
any federal, state or local tax withholding obligations with respect to such
exercise. If the amount requested is not paid, the Company may refuse to issue
such shares of Stock.

      10. Other Actions. Nothing contained in the Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and powers,
including, but not by way of limitation, the right of the Company to grant or
assume options for proper corporate purposes other than under the Plan with
respect to any employee or other person, firm, corporation or association.

                                      7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>STATUTORY INCENTIVE STOCK PLAN AGREEMENT
<TEXT>

                                                                     Exhibit 4.2

                                     FORM OF
              STATUTORY INCENTIVE STOCK OPTION AGREEMENT AND GRANT
                                 PURSUANT TO THE
                  SONIC AUTOMOTIVE, INC. 1997 STOCK OPTION PLAN

         This Statutory Incentive Stock Option Agreement and Grant is entered
into as of {Date_Granted} between SONIC AUTOMOTIVE, INC., a Delaware
corporation (the "Company"), and {First_Name} {Last_Name} (the "Optionee").

         WHEREAS, the Company and its stockholders have approved the Sonic
Automotive, Inc. 1997 Stock Option Plan (the "Plan"), pursuant to which the
Company may, from time to time, grant Options (as defined below) to and enter
into Statutory Incentive Stock Option Agreements with, eligible employees of the
Company or any Subsidiary (as defined below);

         WHEREAS, pursuant to the Plan, the Company has determined to grant to
the Optionee an Option to purchase shares of Common Stock (as defined below) of
the Company, which Option shall be subject to the terms and conditions of this
Statutory Incentive Stock Option Agreement and Grant.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereby agree as
follows:

         1. Definitions. For purposes of this Statutory Incentive Stock Option
Agreement and Grant, the following terms shall have the meanings indicated:

                  (a) "Act" shall mean the Securities Act of 1933, as amended.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c) "Cause" shall mean any act, action or series of acts or
actions or any omission, omissions, or series of omissions which result in, or
which have the effect of resulting in, (i) the commission of a crime by the
Optionee involving moral turpitude, which crime has a material adverse impact on
the Company or any Subsidiary or which is intended to result in the personal
enrichment of the Optionee at the expense of the Company or any Subsidiary, (ii)
a material violation of the Optionee's responsibilities, (iii) the Optionee's
gross negligence or willful misconduct, or (iv) the continuous, willful failure
of the Optionee to follow the reasonable directives of the Board.

                  (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended, any successor revenue laws of the United States and the rules and
regulations promulgated thereunder.

                  (e) "Committee" shall mean the committee of members of the
Board that is designated by the Board to administer the Plan. In the event that
no such Committee exists or is appointed, "Committee" shall mean the Board.

                                       1
<PAGE>

                  (f) "Common Stock" shall mean the Class A Common Stock, par
value $.01 per share, of the Company.

                  (g) "Disability" shall mean the inability or failure of a
person to perform those duties for the Company or any Subsidiary traditionally
assigned to and performed by such person because of the person's then-existing
physical or mental condition, impairment or incapacity. The fact of disability
shall be determined by the Committee, which may consider such evidence as it
considers desirable under the circumstances, the determination of which shall be
final and binding upon all parties.

                  (h) "Exercise Date" shall mean the business day, during the
Option Period, upon which the Optionee delivers to the Company the written
notice and consideration contemplated by Section 5 of the Plan.

                  (i) "Fair Market Value" shall mean the fair market value of
the Common Stock determined as provided in the Plan.

                  (j) "Involuntary Termination Without Cause" shall mean either
(i) the dismissal of, or the request for the resignation of, a person, by court
order, order of any court-appointed liquidator or trustee of the Company, or the
order or request of any creditors' committee of the Company constituted under
the federal bankruptcy laws, provided that such order or request contains no
specific reference to Cause; or (ii) the dismissal of, or the request for the
resignation of, a person, by a duly constituted corporate officer of the Company
or any Subsidiary, or by the Board, for any reason other than for Cause.

                  (k) "Option" shall mean the option to purchase shares of
Common Stock granted to the Optionee pursuant to this Option Agreement.

                  (l) "Option Agreement" shall mean this Statutory Incentive
Stock Option Agreement and Grant between the Company and the Optionee by which
the Option is granted to the Optionee pursuant to the Plan.

                  (m) "Option Period" shall mean the period commencing from the
date of this Option Agreement and ending at the close of business ten years from
the date of this Option Agreement (or five years in the case of a Ten Percent
Shareholder) or such earlier date as when this Option Agreement may be
terminated by its terms.

                  (n) "Option Shares" shall mean the shares of Common Stock
purchased upon exercise of the Option.


                                       2
<PAGE>

                  (o) "Optionee" shall mean the individual executing this Option
Agreement and, as applicable, the estate, personal representative, or
beneficiary to whom this Option may be transferred pursuant to this Option
Agreement by will or by the laws of descent and distribution.

                  (p) "Plan" shall mean the Sonic Automotive, Inc. 1997 Stock
Option Plan, as amended from time to time.

                  (q) "Retirement" shall mean, with respect to the Optionee,
retirement from the Company and its Subsidiaries in accordance with the
applicable retirement policy as may be in effect from time to time.

                  (r) "Subsidiary" shall mean any subsidiary corporation of the
Company within the meaning of Sections 424(f) and (g) of the Code.

                  (s) "Ten Percent Shareholder" shall mean an individual owning,
directly or by attribution as provided in Section 424(d) of the Code, on the
date of grant of the Option, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any Subsidiary.

                  (t) "Termination" shall mean the cessation, for any reason, of
the employer-employee relationship between the Optionee and the Company and its
Subsidiaries.

                  (u) "Total Option Price" shall mean the consideration payable
to the Company by the Optionee upon exercise of the Option.

         2. Grant of Option. Effective upon the date hereof, and subject to the
terms and conditions set forth herein, the Company hereby grants to the Optionee
the Option to purchase from the Company, at an exercise price of $___________
per share (but not less than 100% of the Fair Market Value per share on the date
hereof, or in the case of a Ten Percent Shareholder, not less than 110% of the
Fair Market Value per share on the date hereof), up to but not exceeding in the
aggregate {M__of_Shares} shares of Common Stock.

         3. Exercise of Option. The Option granted in paragraph 2 above may be
exercised as follows:

                  (a) The Option shall become exercisable during the Option
Period in three equal annual installments, with the Option becoming exercisable
one year from the date hereof with respect to one-third of the total number of
shares covered by the Option, and the Option becoming exercisable two years from
the date hereof with respect to another one-third of the total number of shares
covered by the Option, and the Option becoming exercisable three years from the
date hereof with

                                       3
<PAGE>

respect to the final one-third of the total number of shares covered by the
Option; provided, however, that if the aggregate Fair Market Value of shares of
Common Stock (determined based on the per share value at the date of grant) with
respect to which this Option (together with all other incentive stock options
granted to the Optionee under all stock option plans of the Company, including
the Plan) is exercisable for the first time in any calendar year exceeds
$100,000 (or such other limit as may be in effect under Section 422(d) of the
Code), then the portion of the Option attributable to the shares with an
aggregate Fair Market Value in excess of $100,000 (or such other applicable
limit) shall not then be exercisable, or, alternatively, the Committee in its
sole and absolute discretion may elect to treat such portion as nonstatutory
stock options. In the event of the Optionee's Retirement, the Committee in its
sole and absolute discretion may accelerate the Exercise Date, which
acceleration may, in the sole and absolute discretion of the Committee, be
subject to further terms and conditions mandated by the Committee. The Option
shall terminate on the expiration of the Option Period, if not earlier
terminated.

                  (b) No less than 100 shares of Common Stock may be purchased
on any Exercise Date unless the number of shares purchased at such time is the
total number of shares in respect of which the Option is then exercisable.

                  (c) If at any time and for any reason the Option covers a
fraction of a share, then upon exercise of the Option, the Optionee shall
receive the Fair Market Value of such fractional share in cash.

                  (d) The Option shall be exercised by the Optionee in
accordance with the terms and conditions of Section 5 of the Plan.

                  (e) As soon as administratively practicable after the Exercise
Date, subject to the receipt of payment of the Total Option Price and payment of
any federal, state or local income tax withholding or other employment tax that
may be due upon the issuance of the Option Shares as determined by the Company
pursuant to paragraph 6 below, the Company shall issue to the Optionee, and the
Optionee shall become the holder of record of, the number of shares with respect
to which such Option shall be so exercised.

                  (f) The Option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution. No assignment or transfer
of the Option, or of the rights represented thereby, whether voluntary or
involuntary, by operation of law or otherwise, except as described above, shall
vest in the assignee or transferee any interest or right herein whatsoever; but
immediately upon any attempt to assign or


                                       4
<PAGE>

transfer this Option, except as expressly permitted herein, the same shall
terminate and be of no force or effect.

                  (g) The Optionee agrees to maintain the status of the entire
Option as an "incentive stock option" as defined under Section 422 of the Code.
In addition, the Optionee shall promptly notify the Chief Financial Officer of
the Company if the Optionee disposes of any of the Option Shares acquired
pursuant to this Option within one year of the date the Optionee exercised the
Option with respect to such Option Shares or within two years of the date of
grant of the Option. At any time during the one-year and two-year periods set
forth above, the Company may place a legend or legends on any certificate(s)
representing such Option Shares requesting the transfer agent for the Company's
Common Stock to notify the Company of any such transfers. The obligation of the
Optionee to notify the Chief Financial Officer of the Company of any such
transfer shall continue even if a legend is placed on the applicable share
certificate.

         4. Termination. The Option granted hereby shall terminate and be of no
force or effect upon and following the earliest to occur of any of the following
events:

                  (a) The expiration of the Option Period.

                  (b) The Optionee's Termination for any reason other than the
Optionee's death, Disability or Involuntary Termination Without Cause.

                  (c) The expiration of three months after the date of the
Optionee's Involuntary Termination Without Cause. During such three-month
period, the Optionee shall have the right to exercise the Option hereby granted
in accordance with the terms of this Option Agreement, but only to the extent
the Option was exercisable on the date of the Optionee's Involuntary Termination
Without Cause.

                  (d) The expiration of twelve months after the Optionee's
Termination as a result of the Optionee's Disability. During such twelve-month
period, the Optionee shall have the right to exercise the Option hereby granted
in accordance with the terms of this Option Agreement, but only to the extent
the Option was exercisable on the date of the Optionee's Termination.

                  (e) In the event of the Optionee's Termination as a result of
the Optionee's death, or in the event of the Optionee's death after Termination
described in subparagraph (c) or (d) above but within the three-month or
twelve-month period described in subparagraph (c) or (d) above, upon the
expiration of twelve months following the Optionee's death. During such extended
period, the Option may be exercised by the person or persons to whom the
deceased Optionee's rights under the Option Agreement shall pass by will or by
the laws of descent and


                                       5
<PAGE>

distribution, but only to the extent the Option was exercisable on the date of
the Optionee's Termination.

                  (f) To the extent set forth in paragraph 7 below, upon the
dissolution, liquidation, consolidation or merger of the Company, and to the
extent set forth in subparagraph 3(f) above, upon an attempted assignment or
transfer of the Option other than as expressly permitted herein.

         Any determination made by the Committee with respect to any matter
referred to in this paragraph 4 shall be final and conclusive on all persons
affected thereby.

         5. Rights as Stockholder. An Optionee shall have no rights as a
stockholder of the Company with respect to any shares of Common Stock underlying
the Option until the Optionee shall have become the holder of record of such
Common Stock upon payment of the Total Exercise Price in accordance with the
terms and provisions hereof. Subject to paragraph 7 below, no adjustments shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date that the Optionee shall have become the holder of record of
the shares of Common Stock acquired pursuant to the Option.

         6. Payment of Withholding Taxes. Upon the Optionee's exercise of his or
her Option with respect to any of the Option Shares in accordance with the
provisions of paragraph 3 above, the Optionee shall pay to the Company, through
payroll or other withholding (which withholding the Optionee hereby authorizes)
or other means acceptable to the Company, the amount of any federal, state or
local income tax withholding or other employment tax obligations that may arise
in connection with or be due upon such exercise. The determination of the amount
of any such federal, state or local income tax withholding or other employment
tax due in such event shall be made by the Company and shall be binding upon the
Optionee. If the amount requested is not paid, the Company may refuse to issue
the Common Stock. Nothing in this paragraph shall be construed to impose on the
Company a duty to withhold where applicable law does not require such
withholding.

         7. Recapitalization; Reorganization. The shares underlying this Option
are shares of Common Stock as constituted on the date of this Option Agreement,
but if, during the Option Period and prior to the delivery by the Company of all
of the shares of Common Stock with respect to which this Option is granted, the
Company shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend or some other increase or decrease
in the number of shares of Common Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) in the event of
any increase in the number of such shares outstanding, the number of shares of
Common Stock then remaining subject to this Option shall be proportionately
increased (except that any fraction of a share resulting from any such
adjustment shall be excluded from the operation of this Option Agreement), and
the exercise price per share shall be proportionately reduced, and (b) in the
event of a reduction in the number of such shares outstanding, the number of
shares of Common Stock then remaining subject to this Option shall be
proportionately reduced (except that any


                                       6
<PAGE>

fractional share resulting from any such adjustment shall be excluded from the
operation of this Option Agreement), and the exercise price per share shall be
proportionately increased.

         In the event of a merger of one or more corporations into the Company
with respect to which the Company shall be the surviving or resulting
corporation, the Optionee shall, at no additional cost, be entitled upon any
exercise of this Option to receive (subject to any required action by
shareholders), in lieu of the number of shares as to which this Option shall
then be so exercised, the number and class of shares of stock or other
securities to which the Optionee would have been entitled pursuant to the terms
of the agreement of merger if, immediately prior to such merger, the Optionee
had been the holder of record of a number of shares of Common Stock of the
Company equal to the number of shares as to which such Option shall be so
exercised; provided, however, that, anything herein contained to the contrary
notwithstanding, upon the occurrence of any event described in Section 5(g) of
the Plan, this Option shall be subject to acceleration as provided in such
Section 5(g).

         In the event of a change in the Common Stock as presently constituted,
which change is limited to a change of all of the authorized shares with par
value into the same number of shares with a different par value or without par
value, the shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.

         The existence of this Option shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any or all
adjustments, dividends, stock dividends, recapitalization, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
other stocks with preference ahead of or convertible into, or otherwise
affecting, the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

         8. No Registration Rights. Anything in this Option Agreement to the
contrary notwithstanding, if, at any time specified herein for the issuance of
Option Shares, any law, regulation or requirements of any governmental authority
having jurisdiction in the premises shall require either the Company or the
Optionee, in the opinion of the Company's counsel, to take any action in
connection with the shares then to be issued, the issuance of such shares shall
be deferred until such action shall have been taken. Nothing in this Option
Agreement shall be construed to obligate the Company at any time to file or
maintain the effectiveness of a registration statement under the Act, or under
the securities laws of any state or other jurisdiction, or to take or cause to
be taken any action which may be necessary in order to provide an exemption from
the registration requirements of the Act under Rule 144 or any other exemption
with respect to the Option Shares or otherwise for resale or other transfer by
the Optionee (or by the executor or administrator of such Optionee's estate or a
person who acquired the Option or any Option Shares or other rights by bequest,
inheritance or otherwise by reason of the death of the Optionee) as a result of
the exercise of an Option granted pursuant to this Option Agreement.

                                       7
<PAGE>

         9. Resolution of Disputes. Any question of interpretation, dispute or
disagreement that arises under, or as a result of, or pursuant to, this Option
Agreement shall be determined by the Committee in its absolute and uncontrolled
discretion, and any such determination or other determination or interpretation
by the Committee under or pursuant to this Option Agreement, shall be final,
binding and conclusive on all parties affected thereby.

         10. Compliance with the Act. Notwithstanding any provision herein to
the contrary or in the Plan, the Company shall be under no obligation to issue
any shares of Common Stock to the Optionee upon exercise of the Option granted
hereby unless and until the Company has determined that such issuance is either
exempt from registration, or is registered, under the Act and is either exempt
from registration and qualification, or is registered or qualified, as
applicable, under all applicable state securities or "blue sky" laws.

         11. Miscellaneous.

                  (a) Binding on Successors and Representatives. This Option
Agreement shall be binding not only upon the parties, but also upon their heirs,
executors, administrators, personal representatives, successors and assigns
(including any transferee of a party to this Agreement); and the parties agree,
for themselves and their successors, assigns (including any transferee of a
party to this Agreement) and representatives, to execute any instrument which
may be necessary legally to effect the terms and conditions of this Option
Agreement.

Entire Agreement. This Option Agreement, together with the Plan, constitutes the
entire agreement of the parties with respect to the Option and supersedes any
previous agreement, whether written or oral, with respect thereto. This Option
Agreement has been entered into in compliance with the terms of the Plan;
wherever a conflict may arise between the terms of this Option Agreement and the
terms of the Plan, the terms of the Plan shall control.


Amendment. Neither this Option Agreement nor any of the terms and conditions
herein set forth may be altered or amended orally, and any such alteration or
amendment shall be effective only when reduced to writing and signed by each of
the parties or their respective successors and assigns.

Construction of Terms. Any reference herein to the singular or plural shall be
construed as plural or singular whenever the context requires.

Notices. All notices, requests and amendments under this Option Agreement shall
be in writing, and notices shall be deemed to have been given when personally
delivered or sent prepaid registered mail:

              if to the Company, at the following address:

                                    Sonic Automotive, Inc.
                                    5401 East Independence Boulevard
                                    P.O. Box 18747
                                    Charlotte, North Carolina  28218
                                    Attention: Chief Financial Officer


                                       8
<PAGE>

              or at such other address as the Company shall designate by notice.

                               if to the Optionee, to the Optionee's address
                                  appearing in the Company's employment records,
                                  or at such other address as the Optionee shall
                                  designate by notice.

Governing Law. This Option Agreement shall be governed by, and construed in
accordance with, the laws of the State of North Carolina (excluding the
principles of conflict of laws thereof).

Severability. The invalidity or unenforceability of any particular provision of
this Option Agreement shall not affect the other provisions hereof, and this
Option Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.

Incentive Stock Option. The Option granted hereunder is intended to be an
"incentive stock option" under Section 422 of the Code.

         IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first written above.



SONIC AUTOMOTIVE, INC.              OPTIONEE:{First_Name}{Last_Name}


By:                                                                      (SEAL)
   -------------------------        -------------------------------------


                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>NONSTATUTORY STOCK OPTION AGREEMENT
<TEXT>

                                                                     Exhibit 4.3

                                     FORM OF
                  NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT
                                 PURSUANT TO THE
                  SONIC AUTOMOTIVE, INC. 1997 STOCK OPTION PLAN

         This Nonstatutory Stock Option Agreement and Grant is entered into as
of {Date_Granted} between SONIC AUTOMOTIVE, INC., a Delaware corporation (the
"Company"), and {First_Name} {Last_Name} (the "Optionee").

         WHEREAS, the Company and its stockholders have approved the Sonic
Automotive, Inc. 1997 Stock Option Plan (the "Plan"), pursuant to which the
Company may, from time to time, grant Options (as defined below) to and enter
into Nonstatutory Stock Option Agreements with, eligible employees and other
individuals providing services to the Company or any Subsidiary (as defined
below);

         WHEREAS, pursuant to the Plan, the Company has determined to grant to
the Optionee an Option to purchase shares of Common Stock (as defined below) of
the Company, which Option shall be subject to the terms and conditions of this
Nonstatutory Stock Option Agreement and Grant.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereby agree as
follows:

         1. Definitions. For purposes of this Nonstatutory Stock Option
Agreement and Grant, the following terms shall have the meanings indicated:

                  (a) "Act" shall mean the Securities Act of 1933, as amended.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c) "Cause" shall mean any act, action or series of acts or
actions or any omission, omissions, or series of omissions which result in, or
which have the effect of resulting in, (i) the commission of a crime by the
Optionee involving moral turpitude, which crime has a material adverse impact on
the Company or any Subsidiary or which is intended to result in the personal
enrichment of the Optionee at the expense of the Company or any Subsidiary, (ii)
a material violation of the Optionee's responsibilities, (iii) the Optionee's
gross negligence or willful misconduct, or (iv) the continuous, willful failure
of the Optionee to follow the reasonable directives of the Board.

                  (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended, any successor revenue laws of the United States and the rules and
regulations promulgated thereunder.

                                       1
<PAGE>

                  (e) "Committee" shall mean the committee of members of the
Board that is designated by the Board to administer the Plan. In the event that
no such Committee exists or is appointed, "Committee" shall mean the Board.

                  (f) "Common Stock" shall mean the Class A Common Stock, par
value $.01 per share, of the Company.

                  (g) "Disability" shall mean the inability or failure of a
person to perform those duties for the Company or any Subsidiary traditionally
assigned to and performed by such person because of the person's then-existing
physical or mental condition, impairment or incapacity. The fact of disability
shall be determined by the Committee, which may consider such evidence as it
considers desirable under the circumstances, the determination of which shall be
final and binding upon all parties.

                  (h) "Exercise Date" shall mean the business day, during the
Option Period, upon which the Optionee delivers to the Company the written
notice and consideration contemplated by Section 5 of the Plan.

                  (i) "Fair Market Value" shall mean the fair market value of
the Common Stock determined as provided in the Plan.

                  (j) "Family Member" shall mean the Optionee's child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, or any person sharing the Optionee's household (other than a
tenant or employee).

                  (k) "Involuntary Termination Without Cause" shall mean either
(i) the dismissal of, or the request for the resignation of, a person, by court
order, order of any court-appointed liquidator or trustee of the Company, or the
order or request of any creditors' committee of the Company constituted under
the federal bankruptcy laws, provided that such order or request contains no
specific reference to Cause; or (ii) the dismissal of, or the request for the
resignation of, a person, by a duly constituted corporate officer of the Company
or any Subsidiary, or by the Board, for any reason other than for Cause.

                  (l) "Option" shall mean the option to purchase shares of
Common Stock granted to the Optionee pursuant to this Option Agreement.

                                       2
<PAGE>

                  (m) "Option Agreement" shall mean this Nonstatutory Stock
Option Agreement and Grant between the Company and the Optionee by which the
Option is granted to the Optionee pursuant to the Plan.

                  (n) "Option Period" shall mean the period commencing from the
date of this Option Agreement and ending at the close of business ten years from
the date of this Option Agreement or such earlier date as when this Option
Agreement may be terminated by its terms.

                  (o) "Option Shares" shall mean the shares of Common Stock
purchased upon exercise of the Option.

                  (p) "Optionee" shall mean the individual executing this Option
Agreement and, as applicable, the estate, personal representative, beneficiary
or Permitted Transferee to whom this Option may be transferred pursuant to this
Option Agreement by will, by the laws of descent and distribution, pursuant to a
qualified domestic relations order as defined in the Code, or as otherwise
permitted by paragraph 3(f) below.

                  (q) "Permitted Transferee" shall mean a Family Member, a trust
in which Family Members have more than fifty percent of the beneficial interest,
a foundation in which Family Members (or the Optionee) control the management of
assets, and any other entity in which Family Members (or the Optionee) own more
than fifty percent of the voting interests.

                  (r) "Plan" shall mean the Sonic Automotive, Inc. 1997 Stock
Option Plan, as amended from time to time.

                  (s) "Retirement" shall mean, with respect to the Optionee,
retirement from the Company and its Subsidiaries in accordance with the
applicable retirement policy as may be in effect from time to time.

                  (t) "Subsidiary" shall mean any subsidiary entity of the
Company.

                  (u) "Termination" shall mean the Optionee's ceasing to perform
services for the Company and its Subsidiaries.

                  (v) "Total Option Price" shall mean the consideration payable
to the Company by the Optionee upon exercise of the Option.

                                       3
<PAGE>

         2. Grant of Option. Effective upon the date hereof, and subject to the
terms and conditions set forth herein, the Company hereby grants to the Optionee
the Option to purchase from the Company, at an exercise price of $___________
per share, up to but not exceeding in the aggregate {M__of_Shares} shares of
Common Stock.

         3. Exercise of Option. The Option granted in paragraph 2 above may be
exercised as follows:

         (a) The Option shall become exercisable during the Option Period in
three equal annual installments, with the Option becoming exercisable one year
from the date hereof with respect to one-third of the total number of shares
covered by the Option, and the Option becoming exercisable two years from the
date hereof with respect to another one-third of the total number of shares
covered by the Option, and the Option becoming exercisable three years from the
date hereof with respect to the final one-third of the total number of shares
covered by the Option; provided that, in the event of the Optionee's Retirement,
the Committee in its sole and absolute discretion may accelerate the Exercise
Date, which acceleration may, in the sole and absolute discretion of the
Committee, be subject to further terms and conditions mandated by the Committee.
The Option shall terminate on the expiration of the Option Period, if not
earlier terminated.

         (b) No less than 100 shares of Common Stock may be purchased on any
Exercise Date unless the number of shares purchased at such time is the total
number of shares in respect of which the Option is then exercisable.

         (c) If at any time and for any reason the Option covers a fraction of a
share, then upon exercise of the Option, the Optionee shall receive the Fair
Market Value of such fractional share in cash.

         (d) The Option shall be exercised by the Optionee in accordance with
the terms and conditions of Section 5 of the Plan.

         (e) As soon as administratively practicable after the Exercise Date,
subject to the receipt of payment of the Total Option Price and payment of any
federal, state or local income tax withholding or other employment tax that may
be due upon the issuance of the Option Shares as determined by the Company
pursuant to paragraph 6 below, the Company shall issue to the Optionee, and the
Optionee shall become the holder of record of, the number of shares with respect
to which such Option shall be so exercised.

                                       4
<PAGE>

         (f) The Option is not transferable by the Optionee otherwise than (i)
by will or the laws of descent and distribution; (ii) pursuant to a qualified
domestic relations order as defined in the Code; or (iii) by transfer without
consideration to a Permitted Transferee. In the case of a transfer pursuant to
(iii) above, the Committee must be notified in advance in writing of the terms
of any proposed transfer to a Permitted Transferee and such transfers may occur
only with the consent of and subject to the rules and conditions imposed by the
Committee. The Permitted Transferee and the Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to the
transfer. The provisions of the Plan and this Option Agreement shall continue to
apply with respect to the Optionee, and the Option shall be exercisable by the
Permitted Transferee only to the extent and for the periods specified herein.
The Optionee shall remain subject to withholding taxes upon exercise of any
transferred Option by the Permitted Transferee. No assignment or transfer of the
Option, or of the rights represented thereby, whether voluntary or involuntary,
by operation of law or otherwise, except as described above, shall vest in the
assignee or transferee any interest or right herein whatsoever; but immediately
upon any attempt to assign or transfer this Option, except as expressly
permitted herein, the same shall terminate and be of no force or effect.

         4. Termination. The Option granted hereby shall terminate and be of no
force or effect upon and following the earliest to occur of any of the following
events:

                  (a) The expiration of the Option Period.

                  (b) The Optionee's Termination for any reason other than the
Optionee's death, Disability or Involuntary Termination Without Cause.

                  (c) The expiration of three months after the date of the
Optionee's Involuntary Termination Without Cause. During such three-month
period, the Optionee shall have the right to exercise the Option hereby granted
in accordance with the terms of this Option Agreement, but only to the extent
the Option was exercisable on the date of the Optionee's Involuntary Termination
Without Cause.

                  (d) The expiration of twelve months after the Optionee's
Termination as a result of the Optionee's Disability. During such twelve-month
period, the Optionee shall have the right to exercise the Option hereby granted
in accordance with the terms of this Option Agreement, but only to the extent
the Option was exercisable on the date of the Optionee's Termination.

                  (e) In the event of the Optionee's Termination as a result of
the Optionee's death, or in the event of the Optionee's death after Termination
described in subparagraph (c) or (d) above but within the three-month or
twelve-month period described in subparagraph (c) or (d)


                                       5
<PAGE>

above, upon the expiration of twelve months following the Optionee's death.
During such extended period, the Option may be exercised by the person or
persons to whom the deceased Optionee's rights under the Option Agreement shall
pass by will or by the laws of descent and distribution, but only to the extent
the Option was exercisable on the date of the Optionee's Termination.

                  (f) To the extent set forth in paragraph 7 below, upon the
dissolution, liquidation, consolidation or merger of the Company, and to the
extent set forth in subparagraph 3(f) above, upon an attempted assignment or
transfer of the Option other than as expressly permitted herein.

         Any determination made by the Committee with respect to any matter
referred to in this paragraph 4 shall be final and conclusive on all persons
affected thereby.

         5. Rights as Stockholder. An Optionee shall have no rights as a
stockholder of the Company with respect to any shares of Common Stock underlying
the Option until the Optionee shall have become the holder of record of such
Common Stock upon payment of the Total Exercise Price in accordance with the
terms and provisions hereof. Subject to paragraph 7 below, no adjustments shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date that the Optionee shall have become the holder of record of
the shares of Common Stock acquired pursuant to the Option.

         6. Payment of Withholding Taxes. Upon the Optionee's exercise of his or
her Option with respect to any of the Option Shares in accordance with the
provisions of paragraph 3 above, the Optionee shall pay to the Company, through
payroll or other withholding (which withholding the Optionee hereby authorizes)
or other means acceptable to the Company, the amount of any federal, state or
local income tax withholding or other employment tax obligations that may arise
in connection with or be due upon such exercise. The determination of the amount
of any such federal, state or local income tax withholding or other employment
tax due in such event shall be made by the Company and shall be binding upon the
Optionee. If the amount requested is not paid, the Company may refuse to issue
the Common Stock. Nothing in this paragraph shall be construed to impose on the
Company a duty to withhold where applicable law does not require such
withholding.

         7. Recapitalization; Reorganization. The shares underlying this Option
are shares of Common Stock as constituted on the date of this Option Agreement,
but if, during the Option Period and prior to the delivery by the Company of all
of the shares of Common Stock with respect to which this Option is granted, the
Company shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend or some other increase or decrease
in the number of shares of Common Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) in the event of
any increase in the number of such shares outstanding, the number of shares of
Common Stock then remaining subject to this Option shall be proportionately
increased (except that any fraction of a share resulting from any such
adjustment shall be excluded from the operation of this Option


                                       6
<PAGE>

Agreement), and the exercise price per share shall be proportionately reduced,
and (b) in the event of a reduction in the number of such shares outstanding,
the number of shares of Common Stock then remaining subject to this Option shall
be proportionately reduced (except that any fractional share resulting from any
such adjustment shall be excluded from the operation of this Option Agreement),
and the exercise price per share shall be proportionately increased.

         In the event of a merger of one or more corporations into the Company
with respect to which the Company shall be the surviving or resulting
corporation, the Optionee shall, at no additional cost, be entitled upon any
exercise of this Option to receive (subject to any required action by
shareholders), in lieu of the number of shares as to which this Option shall
then be so exercised, the number and class of shares of stock or other
securities to which the Optionee would have been entitled pursuant to the terms
of the agreement of merger if, immediately prior to such merger, the Optionee
had been the holder of record of a number of shares of Common Stock of the
Company equal to the number of shares as to which such Option shall be so
exercised; provided, however, that, anything herein contained to the contrary
notwithstanding, upon the occurrence of any event described in Section 5(g) of
the Plan, this Option shall be subject to acceleration as provided in such
Section 5(g).

         In the event of a change in the Common Stock as presently constituted,
which change is limited to a change of all of the authorized shares with par
value into the same number of shares with a different par value or without par
value, the shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.

         The existence of this Option shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any or all
adjustments, dividends, stock dividends, recapitalization, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
other stocks with preference ahead of or convertible into, or otherwise
affecting, the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

         8. No Registration Rights. Anything in this Option Agreement to the
contrary notwithstanding, if, at any time specified herein for the issuance of
Option Shares, any law, regulation or requirements of any governmental authority
having jurisdiction in the premises shall require either the Company or the
Optionee, in the opinion of the Company's counsel, to take any action in
connection with the shares then to be issued, the issuance of such shares shall
be deferred until such action shall have been taken. Nothing in this Option
Agreement shall be construed to obligate the Company at any time to file or
maintain the effectiveness of a registration statement under the Act, or under
the securities laws of any state or other jurisdiction, or to take or cause to
be taken any action which may be necessary in order to provide an exemption from
the registration requirements of the Act under Rule 144 or any other exemption
with respect to the Option Shares or otherwise for resale or other transfer by
the Optionee (or by the executor or administrator of such Optionee's estate or a
Permitted Transferee or a person who acquired the Option or any Option Shares or
other rights by bequest,


                                       7
<PAGE>

inheritance or otherwise by reason of the death of the Optionee) as a result of
the exercise of an Option granted pursuant to this Option Agreement.

         9. Resolution of Disputes. Any question of interpretation, dispute or
disagreement that arises under, or as a result of, or pursuant to, this Option
Agreement shall be determined by the Committee in its absolute and uncontrolled
discretion, and any such determination or other determination or interpretation
by the Committee under or pursuant to this Option Agreement, shall be final,
binding and conclusive on all parties affected thereby.

         10. Compliance with the Act. Notwithstanding any provision herein to
the contrary or in the Plan, the Company shall be under no obligation to issue
any shares of Common Stock to the Optionee upon exercise of the Option granted
hereby unless and until the Company has determined that such issuance is either
exempt from registration, or is registered, under the Act and is either exempt
from registration and qualification, or is registered or qualified, as
applicable, under all applicable state securities or "blue sky" laws.

         11. Miscellaneous.

                  (a) Binding on Successors and Representatives. This Option
Agreement shall be binding not only upon the parties, but also upon their heirs,
executors, administrators, personal representatives, successors and assigns
(including any transferee of a party to this Agreement); and the parties agree,
for themselves and their successors, assigns (including any transferee of a
party to this Agreement) and representatives, to execute any instrument which
may be necessary legally to effect the terms and conditions of this Option
Agreement.

Entire Agreement. This Option Agreement, together with the Plan, constitutes the
entire agreement of the parties with respect to the Option and supersedes any
previous agreement, whether written or oral, with respect thereto. This Option
Agreement has been entered into in compliance with the terms of the Plan;
wherever a conflict may arise between the terms of this Option Agreement and the
terms of the Plan, the terms of the Plan shall control.

Amendment. Neither this Option Agreement nor any of the terms and conditions
herein set forth may be altered or amended orally, and any such alteration or
amendment shall be effective only when reduced to writing and signed by each of
the parties or their respective successors and assigns.

Construction of Terms. Any reference herein to the singular or plural shall be
construed as plural or singular whenever the context requires.

Notices. All notices, requests and amendments under this Option Agreement shall
be in writing, and notices shall be deemed to have been given when personally
delivered or sent prepaid registered mail:

                           if to the Company, at the following address:

                                       8
<PAGE>

                                    Sonic Automotive, Inc.
                                    5401 East Independence Boulevard
                                    P.O. Box 18747
                                    Charlotte, North Carolina  28218
                                    Attention: Chief Financial Officer

or at such other address as the Company shall designate by notice.

                               if to the Optionee, to the Optionee's address
                                  appearing in the Company's records, or at such
                                  other address as the Optionee shall designate
                                  by notice.

Governing Law. This Option Agreement shall be governed by, and construed in
accordance with, the laws of the State of North Carolina (excluding the
principles of conflict of laws thereof).

Severability. The invalidity or unenforceability of any particular provision of
this Option Agreement shall not affect the other provisions hereof, and this
Option Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.

Not an Incentive Stock Option. The Option granted hereunder is not intended to
be an "incentive stock option" under Section 422 of the Code.

         IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first written above.


SONIC AUTOMOTIVE, INC.              OPTIONEE:{First_Name}{Last_Name}


By:                                                                     (SEAL)
   -----------------------------    ------------------------------------


                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>LETTER
<TEXT>

                                                                  Exhibit 5.1

                 [LETTERHEAD OF PARKER, POE, ADAMS & BERNSTEIN]
                               September 20, 2000

Board of Directors
Sonic Automotive, Inc.
5401 East Independence Blvd.
Charlotte, North Carolina 28212

Dear Sirs:

      We are acting as counsel to Sonic Automotive, Inc., a Delaware corporation
(the "Company"), in connection with the preparation, execution, filing and
processing with the Securities and Exchange Commission (the "Commission"),
pursuant to the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the issuance and sale of up to 1,500,000 shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock"), reserved for issuance under the
Company's 1997 Stock Option Plan Amended and Restated as of June 5, 2000 (the
"Plan"), in addition to the 4,500,000 shares of Common Stock reserved under the
Plan and previously registered on the Company's Registration Statements on Form
S-8 (Registration Nos. 333-65447 and 333-81053). This opinion is furnished to
you for filing with the Commission pursuant to Item 601(b)(5) of Regulation S-K
promulgated under the Act.

      In our representation of the Company, we have examined the Registration
Statement, the Plan, and the Company's Amended and Restated Certificate of
Incorporation and Bylaws, each as amended to date, all pertinent actions of the
Company's Board of Directors recorded in the Company's minute book, the form of
certificate evidencing the Shares and such other documents as we have considered
necessary for purposes of rendering the opinions expressed below.

      Based upon the foregoing, we are of the opinion that:

            The Shares have been duly authorized for issuance and, subject to
            the Registration Statement becoming effective under the Act and to
            compliance with any applicable state securities laws and

<PAGE>
Board of Directors
Sonic Automotive, Inc.
September 20, 2000
Page 2

            to the issuance of such Shares in accordance with the provisions of
            the Plan, the Shares will be, when so issued, legally issued, fully
            paid and non-assessable shares of Common Stock of the Company.

      The opinions expressed herein are limited to the General Corporation Law
of the State of Delaware and the Act.

      We hereby consent to the use of this opinion letter as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that we are ins
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.

                                    Very truly yours,

                                    /s/ Parker, Poe, Adams & Bernstein

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>CONSENT
<TEXT>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Sonic Automotive, Inc. on Form S-8 of:

o    our report dated March 17, 2000 on the consolidated financial statements of
     Sonic Automotive, Inc. and Subsidiaries as of December 31, 1998 and 1999
     and for each of the three years in the period ended December 31, 1999,
     appearing in Sonic Automotive, Inc.'s Annual Report on Form 10-K (file no.
     1-13395);

o    our report dated November 23, 1999 on the financial statements of Freeland
     Automotive, a business unit of South Gate Motors, Inc., as of and for the
     year ended December 31, 1998 and our report dated August 13, 1999 on the
     combined financial statements of Manhattan Automotive Group as of and for
     the year ended December 31, 1998, both appearing in the Amendment No. 1 to
     Sonic Automotive, Inc.'s Current Report on Form 8K/A dated January 18,
     2000;

o    our report dated May 21, 1999 on the combined financial statements of
     Certain Dealerships, Assets and Liabilities of Lucas Dealership Group, Inc.
     as of December 31, 1997 and 1998 and for each of the three years in the
     period ended December 31, 1998, appearing in the Amendment No. 1 to Sonic
     Automotive, Inc.'s Current Report on Form 8K/A dated January 27, 2000;

o    our report dated March 26, 1999 on the combined financial statements of
     Williams Automotive Group as of and for the year ended December 31, 1998,
     our report dated March 26, 1999 on the financial statements of Global
     Imports, Inc. as of and for the year ended December 31, 1998, our report
     dated March 24, 1999 on the financial statements of Lute Riley Motors,
     Inc. as of and for the year ended December 31, 1998, our report dated
     March 16, 1999 on the financial statements of Economy Cars, Inc. as of and
     for the year ended December 31, 1998, our report dated March 15, 1999 on
     the combined financial statements of Lloyd Automotive Group as of and for
     the year ended December 31, 1998, and our report dated March 12, 1999 on
     the combined financial statements of Newsome Automotive Group as of and
     for the year ended December 31, 1998, all appearing in the Prospectus
     dated April 29, 1999 that was included in Sonic Automotive, Inc.'s
     Registration Statement on Form S-3 (Registration No. 333-71803);

o    our report dated August 21, 1998 on the combined financial statements of
     Higginbotham Automotive Group as of and for the year ended December 31,
     1997, our report dated June 4, 1998 on the financial statements of Casa
     Ford of Houston, Inc. as of and for the year ended December 31, 1997, and
     our report dated May 22, 1998 on the combined financial statements of
     Hatfield Automotive Group as of December 31, 1996 and 1997 and for each of
     the three years in the period ended December 31, 1997, all appearing in the
     Prospectus dated November 5, 1998 that was included in Sonic Automotive,
     Inc.'s Registration Statement on Form S-4 (Registration Nos. 333-64397 and
     333-64397-001 through 333-64397-044); and

o    our report dated May 11, 1998 on the financial statements of Economy Cars,
     Inc. as of and for the year ended December 31, 1997, appearing in Sonic
     Automotive, Inc.'s Current Report on Form 8-K dated July 9, 1998.

DELOITTE & TOUCHE LLP
Charlotte, North Carolina

September 20, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

                                                                    EXHIBIT 23.2


                          INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Sonic Automotive, Inc.


We consent to the incorporation by reference in the registration statement on
Form S-8 of Sonic Automotive, Inc. dated September 20, 2000 of our report dated
March 19, 1999, with respect to the consolidated balance sheets of FirstAmerica
Automotive, Inc. and subsidiaries as of December 31, 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years ended December 31, 1998 and 1997, which report appears in the Form
8-K/A of Sonic Automotive dated January 27, 2000:


/s/ KPMG LLP
------------

September 20, 2000
San Francisco, California

</TEXT>
</DOCUMENT>
</SUBMISSION>
