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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

JUNE 228, 2001 ~~Date of Report~~ (Date of ~~earliest event reported~~Report)

THE COBALT GROUP, INC. (Exact Name of Registrant as Specified in ~~Its~~ Charter)

WASHINGTON (State or Other Jurisdiction of Incorporation) 000-26623 (Commission File No.) 91-1674947 (IRS Employer Identification No.)

WASHINGTON		000-26623		91-1674947
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

2200 FIRST AVENUE SOUTH, SUITE 400 SEATTLE, WA 98134
(Address of Principal Executive Offices, including Zip Code)

(206) 269-6363
(Registrant's Telephone Number, including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

ITEM 5. OTHER EVENTS

On June 2, 2001, The Cobalt Group, Inc. (the "Company") entered into an Agreement and Plan of Merger with Cobalt Acquistion Corporation, ~~dated~~a wholly-owned assubsidiary of ~~June 2~~its largest shareholder, ~~2001~~to (purchase substantially all of the outstanding shares of the Company's common stock not already held by the shareholder and certain other continuing shareholders (the "Merger Agreement"),. ~~with~~By ~~Cobalt~~entering ~~Acquisition~~into ~~Corporation~~the ("Merger ~~Sub"),~~Agreement awithout ~~Washington~~the ~~corporation~~prior ~~that~~consent isof ~~wholly-owned~~Silicon byValley ~~Warburg,~~Bank ~~Pincus~~Commerical ~~Equity~~Finance ~~Partners,~~Division ~~L.P.~~ ("~~Warburg~~SVB"), athe ~~private~~Company ~~equity~~failed ~~firm~~to comply with certain covenants under the Loan and Security Agreement, dated March 8, 2001, between the Company's ~~largest~~and ~~shareholder~~SVB. ~~Pursuant~~As toa result, the ~~Merger~~Company ~~Agreement,~~is ~~Merger~~not ~~Sub~~able ~~will~~to beborrow ~~merged~~under ~~with~~the Loan and ~~into~~Security Agreement which raises substantial doubt about the Company's ability to continue as a going concern. As of June 27, ~~with~~2001, the Company ashad ~~the~~no ~~surviving~~amounts ~~corporation~~outstanding (under the ~~"Merger")~~Loan and Security Agreement.

AtFollowing the ~~effective~~Company's ~~time~~announcement of the execution of the Merger Agreement, ~~each~~three ~~outstanding~~purported ~~share~~class ofaction ~~common~~lawsuits ~~stock~~were offiled against the Company, ~~par~~the ~~value~~continuing $0shareholders and members of the Company's board of directors.01 ~~per~~No ~~share,~~responsive ~~except~~pleading ~~for~~is ~~those~~yet ~~shares~~due. ~~owned~~The bypurported class consists of the named plaintiff shareholder(is) ~~Warburg~~ and ~~certain~~ all other similarly situated owners of the Company's ~~senior~~common ~~management,~~stock. ~~directors~~While the complaints in each of the cases differ, ~~and~~they ~~other~~generally ~~shareholders~~allege tothat bethe ~~determined~~members (of the ~~"Participating~~Company's ~~Shareholders")~~board ~~and~~of ~~(ii) shareholders~~directors ~~who~~and ~~exercise~~the ~~their~~continuing ~~dissenters'~~shareholders ~~rights~~breached ~~under~~their ~~Washington~~fiduciary ~~law~~duties, ~~would~~that the price per share to be ~~converted~~paid ~~into~~to the ~~right~~shareholders to(other ~~receive~~than ~~$3.50~~the incontinuiung ~~cash.~~shareholders) ~~Following~~is ~~completion~~inadequate ofand that the ~~Merger~~proposed merger served no legitimate business purpose. Although varying, the ~~Company~~complaints ~~would~~generally beseek ~~privately~~injunctive ~~held~~relief, byincluding ~~Warburg~~enjoining ~~and~~ the ~~Participating~~merger, ~~Shareholders~~money damages and other relief.

~~The~~In ~~Board~~April of2001, ~~Directors of~~ the Company ~~unanimously~~concluded ~~approved~~that ~~the~~it ~~Merger~~would ~~after~~defer ~~receiving~~until 2002 the ~~unanimous~~approximately ~~recommendation~~$2 million oftechnology ainvesment ~~special~~that ~~committee~~the ofCompany ~~independent~~anticipates ~~directors~~will ~~that~~be ~~was~~required ~~established~~ to ~~evaluate~~maintain the ~~and~~current ~~negotiate~~parts ~~the~~locator ~~Merger~~revenue onstream ~~behalf~~associated ofwith ~~the~~its ~~Company's~~data ~~Board~~extraction ofand ~~Directors~~aggregation services segment.

Completion of the Merger is subject to the satisfaction of customary closing conditions set forth in the Merger Agreement, including the approval of shareholders holding a majority of the Company's outstanding shares of common stock and receipt of regulatory and other approvals. Warburg and John W.P. Holt, the Company's President and Chief Executive Officer, who collectively own approximately 49% of the outstanding common stock of the Company, have entered into a voting agreement pursuant to which they have agreed to vote their shares of common stock to approve the Merger and against any competing proposal to acquire the Company or any other action that could reasonably be expected to impede, interfere with, delay, postpone, or materially adversely affect the transactions contemplated by the Merger Agreement.

The Company currently expects that the Merger will be consummated in September 2001.

The foregoing description of the Merger Agreement and the transactions contemplated therein is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. A copy of Warburg's commitment letter to finance the Merger through the purchase of shares of the Company's Series A preferred stock is attached hereto as Exhibit 2.2 and is incorporated herein by reference. A copy of the voting agreement between Warburg and John W.P. Holt is attached hereto as Exhibit 2.3 and is incorporated herein by reference.

On June 4, 2001, the Company issued a press release announcing the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7. EXHIBITS

2.1		Agreement and Plan of Merger between The Cobalt Group, Inc. and Cobalt Acquisition Corporation, dated June 2, 2001.
2		Agreement and Plan of Merger between The Cobalt Group, Inc. and Cobalt Acquisition Corporation, dated June 2, 2001. (1)
2.2		Letter Agreement, dated June 2, 2001, between Warburg, Pincus Equity Partners, L.P., and certain of its affiliates and The Cobalt Group, Inc.
10		Loan and Security Agreement dated March 8, 2001 between The Cobalt Group, Inc. and Silicon Valley Bank Commercial Finance Division. (2)
2.3		Voting Agreement between Warburg, Pincus Equity Partners, L.P. and John W.P. Holt, dated June 2, 2001.
23		Consent of Independent Accountants.
99.1		The Cobalt Group, Inc. Press Release issued June 4, 2001.
99		Report of Independent Accountants and Financial Statements of The Cobalt Group, Inc.

1: Incorporated by reference from Exhibit 2.1 of the Company's Current Report on Form 8-K as filed on June 5, 2001 for the event of June 2, 2001.
2: Incorporated by reference from Exhibit 10.10 of the Company's Annual Report on Form 10-K for the period ending December 31, 2000.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE COBALT GROUP, INC.
Dated: June 5, 2001	By:		/s/ LEE J. BRUNZ Lee J. Brunz Vice President, General Counsel & Secretary
DATED: JUNE 28, 2001
	By:	/s/ LEE J. BRUNZ Lee J. Brunz Vice President, General Counsel and Secretary

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