Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
HEIMANN M L DICK
 2. Issuer Name and Ticker or Trading Symbol
LITHIA MOTORS INC [LAD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President of Corporate Affairs
(Last)
(First)
(Middle)

360 E. JACKSON ST.		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
(Street)


MEDFORD, OR 97501		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Class A Common 12/13/2005   G 800 D $ 0 135,120 D  
Class A Common             26,175 I By 401(k)
Class A Common             15,964 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common $ 0             (1)   (1) Class A Common
1,390,188
  1,390,188 (2)
I
Interest owned by a LLC
Stock Option (2000sd) (NQ) (right to buy) $ 16.75             (3) 01/06/2010 Class A Common
22,010
  22,010
D
 
Stock Option (2002nq) (right to buy) $ 15.13           12/26/2007 12/26/2012 Class A Common
16,000
  16,000
D
 
Stock Option (right to buy) $ 29.42           03/11/2009 03/11/2010 Class A Common
16,002
  16,002
D
 
Stock Option (right to buy) $ 27.58           02/09/2010 02/09/2011 Class A Common
18,000
  18,000
D
 
Stock Option (2001) (NQ) (right to buy) $ 1           12/26/2005 12/26/2010 Class A Common
16,000
  16,000
D
 
Stock Option (2001nq) (right to buy) $ 19.24           12/26/2006 12/26/2011 Class A Common
16,000
  16,000
D
 
Stock Option (2001sd) (NQ) (right to purchase) $ 11.81             (4) 12/26/2010 Class A Common
31,788
  31,788
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HEIMANN M L DICK
360 E. JACKSON ST.
MEDFORD, OR 97501		   X     President of Corporate Affairs  

Signatures

By: Cliff E. Spencer, Attorney-in-Fact for 02/07/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion.
(2) The Class B Common stock is owned by Heimann Family, LLC, of which M.L. Dick Heimann is the majority member and its sole manager and he has elected to report all of the securities owned by the LLC as being beneficially owned by him.
(3) The options vest as follows: 13,627 on 1/6/01 and 8,383 on 1/6/02.
(4) The options vest 8,360 shares on 12/26/00, 2,108 on 12/26/02, 10,565 on 12/26/03 and 10,755 on 12/26/04

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