UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*

                               LITHIA MOTORS, INC.
                                (Name of Issuer)

                                     CLASS A
                         (Title of Class of Securities)

                                   20-0843229
                                 (CUSIP Number)

                                January 27, 2009
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

|_|   Rule 13d-1(b)
|X|   Rule 13d-1(c)
|_|   Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

PERSONS WHO ARE TO 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.


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CUSIP No. 536797103

1.    NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
      POINTER CAPITAL LLC                   20-0843229

2.    CHECK THE APPROPRIATE BOX IF A GROUP*                             (a) |X|
                                                                        (b)

3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION                          GEORGIA, USA

    NUMBER OF       5.  SOLE VOTING POWER                           0
      SHARES
   BENEFICIALLY     6.  SHARED VOTING POWER                         0
     OWNED BY
       EACH         7.  SOLE DISPOSITIVE POWER                      700,907
    REPORTING
   PERSON WITH:     8.  SHARED DISPOSTIVE POWER                     0

9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  700,907

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
      CERTAIN SHARES (SEE INSTRUCTIONS)

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)             4.2%

12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                   IA


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CUSIP No. 536797103

ITEM 1.
        (a) Name of Issuer:                     LITHIA MOTORS, INC.

        (b) Address of Issuer's Principal       360 E. JACKSON STREET
            Executive Offices:                  MEDFORD, OR 97501


ITEM 2. (a) Name of Person Filing:              POINTER CAPITAL LLC

        (b) Address of Principal Business       3050 PEACHTREE ROAD, SUITE 200
            Office or, if none, Residence:      ATLANTA, GA 30305

        (c) Citizenship:                        GEORGIA, USA

        (d) Title of Class of Securities:       CLASS A

        (e) CUSIP Number:                       536797103

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
        240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
        (a) [_] Broker or dealer registered under Section 15 of the Act
                (15 U.S.C. 78o).
        (b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
        (c) [_] Insurance company as defined in Section 3(a)(19) of the Act
                (15 U.S.C. 78c).
        (d) [_] Investment company registered under Section 8 of the Investment
                Company Act of 1940 (15 U.S.C. 80a-8).
        (e) [x] An investment adviser in accordance with
                ss.240.13d-1(b)(1)(ii)(E);
        (f) [_] An employee benefit plan or endowment fund in accordance with
                ss.240.13d-1(b)(1)(ii)(F);
        (g) [_] A parent holding company or control person in accordance
                with ss.240.13d-1(b)(1)(ii)(G);
        (h) [_] A savings  associations as defined in Section 3(b) of the
                Federal Deposit Insurance Act (12 U.S.C. 1813);
        (i) [_] A church plan that is excluded from the definition of an
                investment company under section 3(c)(14) of the Investment
                Company Act of 1940 (15 U.S.C. 80a-3);
        (j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).


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CUSIP No. 536797103

ITEM 4. OWNERSHIP.

      Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

      (a) Amount beneficially owned:                                    700,907

      (b) Percent of class:                                             4.2%

      (c) Number of shares as to which the person has:

         (i)   Sole power to vote or to direct the vote:                0

         (ii)  Shared power to vote or to direct the vote:              0

         (iii) Sole power to dispose or to direct the disposition of:   700,907

         (iv)  Shared power to dispose or to direct the disposition of:

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not Applicable

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.


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CUSIP No. 536797103

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10. CERTIFICATION

The following certification shall be included if the statement is filed pursuant
to ss.240.13d-1(b):

      (a)   By signing below I certify that, to the best of my knowledge and
            belief, the securities referred to above were acquired and are held
            in the ordinary course of business and were not acquired and are not
            held for the purpose of or with the effect of changing or
            influencing the control of the issuer of the securities and were not
            acquired and are not held in connection with or as a participant in
            any transaction having that purpose or effect. [X]

                                    SIGNATURE

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

                                          1/30/09
                                          ----------------------------------
                                          Date

                                          /s/ Brent D. Cann
                                          ----------------------------------
                                          Signature

                                          Brend D. Cann/Director of Research
                                          ----------------------------------
                                          Name/Title

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE ss.240.13d-7 for other
parties for whom copies are to be sent.

      ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
      FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)


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