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

FORM 8-K

CURRENT REPORT

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

SEPTEMBER ~~JUNE 28~~14, 2001 (Date of Report)

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

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

WASHINGTON

(State or Other Jurisdiction
of Incorporation)

000-26623

(Commission File No.)

91-1674947

(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~~September 27, 2001, The Cobalt Group, Inc. (~~the~~ "~~Company~~Cobalt") entered into ana Loan Agreement ~~and~~(the ~~Plan~~"Loan ofAgreement") ~~Merger~~ with ~~Cobalt~~Warburg, ~~Acquistion~~Pincus ~~Corporation~~Equity Partners, ~~a wholly-owned~~L.P. ~~subsidiary~~("Warburg ofPincus") ~~its~~as ~~largest~~agent ~~shareholder,~~for tothe ~~purchase~~entities ~~substantially~~named ~~all~~on ofSchedule A thereto (the ~~outstanding~~"Lenders"), ~~shares~~pursuant ofto ~~the~~which ~~Company's~~Cobalt ~~common~~may ~~stock~~borrow ~~not~~from ~~already~~the ~~held~~Lenders byup ~~the~~to ~~shareholder~~$5.0 million, ~~and~~to ~~certain other~~be ~~continuing~~used ~~shareholders~~for ~~(the~~working ~~"Merger Agreement")~~capital. ByThe ~~entering~~Loan ~~into~~Agreement ~~the~~provides ~~Merger~~that ~~Agreement~~any ~~without~~amounts ~~the~~borrowed ~~prior~~thereunder ~~consent~~will ofbe ~~Silicon~~represented ~~Valley~~by ~~Bank~~one ~~Commerical~~or ~~Finance~~more ~~Division~~promissory ~~("SVB")~~notes, substantially in the ~~Company~~form ~~failed~~of Exhibit A to the ~~comply~~Loan ~~with~~Agreement, ~~certain~~setting ~~covenants~~forth ~~under~~ the ~~Loan~~amount, term and ~~Security~~interest ~~Agreement,~~rate ~~dated~~of ~~March 8,~~the ~~2001,~~loan. ~~between~~The ~~the~~obligation ~~Company~~of ~~and~~Warburg ~~SVB.~~Pincus Asto aadvance ~~result,~~any ~~the~~funds ~~Company~~on isbehalf ~~not~~of ~~able~~the Lenders to ~~borrow~~Cobalt ~~under~~is ~~the~~subject ~~Loan~~to ~~and~~certain ~~Security~~conditions ~~Agreement~~set ~~which~~forth ~~raises~~in ~~substantial~~the ~~doubt~~Loan ~~about~~Agreement, ~~the~~including ~~Company's~~representations ~~ability~~from toCobalt ~~continue~~that asthere ahas ~~going~~been ~~concern.~~no Asmaterial ofadverse ~~June 27,~~change ~~2001,~~in or effect on the ~~Company~~business ~~had~~or nocondition ~~amounts~~of ~~outstanding~~Cobalt ~~under~~since the ~~Loan~~date ~~and~~of ~~Security~~the Loan Agreement.

~~Following~~On ~~the~~September 7, ~~Company's~~2001, ~~announcement~~Cobalt ofborrowed ~~the~~$2.0 million ~~execution~~under of the ~~Merger~~Loan Agreement, ~~three~~pursuant ~~purported~~to ~~class~~an ~~action~~Unsecured ~~lawsuits~~Promissory ~~were~~Note ~~filed against~~ (the ~~Company,~~"Promissory ~~the continuing shareholders and members of the Company's board of directors~~Note"). ~~No responsive pleading is yet due.~~ The ~~purported~~Promissory ~~class consists of the named plaintiff shareholder(s) and all other similarly situated owners of the~~Note ~~Company's~~provides ~~common~~for ~~stock.~~an ~~While~~annual ~~the~~interest ~~complaints~~rate ~~in each~~ of ~~the~~8% ~~cases differ, they generally allege that the members of the Company's board of directors~~ and ~~the~~becomes ~~continuing~~due ~~shareholders breached their fiduciary duties, that the price per share to be paid to the shareholders (other than the continuiung shareholders) is inadequate~~ and ~~that~~payable ~~the~~in ~~proposed~~full ~~merger~~on ~~served no legitimate business purpose. Although varying~~September 7, ~~the complaints generally seek injunctive relief, including enjoining the merger, money damages and other relief~~2003.

InThe ~~April~~foregoing ~~2001,~~description of the ~~Company~~Loan ~~concluded~~Agreement ~~that~~and itthe ~~would~~Promissory ~~defer~~Note, ~~until~~and ~~2002~~ the ~~approximately~~terms ~~$2 million~~of ~~technology~~each ~~invesment~~document, ~~that~~is ~~the~~qualified ~~Company~~in ~~anticipates~~its ~~will~~entirety beby ~~required~~reference to ~~maintain~~ the ~~current~~Loan ~~parts~~Agreement ~~locator~~and ~~revenue~~the Promissory ~~stream~~Note, ~~associated~~copies ~~with~~of ~~its~~which ~~data~~have ~~extraction~~been ~~and~~filed ~~aggregation~~as ~~services~~Exhibits ~~segment~~10.1 and 10.2, respectively.

ITEM 7. EXHIBITS

(c): EXHIBITS

		10.1		Loan Agreement, dated as of September 7, 2001 between The Cobalt Group, Inc. and Warburg, Pincus Equity Partners, L.P.
		10.2		Unsecured Promissory Note dated September 7, 2001 between The Cobalt Group, Inc. and Warburg, Pincus Equity Partners, L.P.

2		Agreement and Plan of Merger between The Cobalt Group, Inc. and Cobalt Acquisition Corporation, dated June 2, 2001. (1)
10		Loan and Security Agreement dated March 8, 2001 between The Cobalt Group, Inc. and Silicon Valley Bank Commercial Finance Division. (2)
23		Consent of Independent Accountants.
99		Report of Independent Accountants and Financial Statements of The Cobalt Group, Inc.

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 28, 2001
Dated: September 14, 2001	By:	/s/ LEE J. BRUNZ Lee J. Brunz Vice President, General Counsel and Secretary
	By:	/s/ LEE J. BRUNZ Lee J. Brunz Vice President, General Counsel and Secretary

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