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

                Date of Report (Date of earliest event reported):
                                January 22, 2004
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                          Asbury Automotive Group, Inc.
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             (Exact name of registrant as specified in its charter)

                                    Delaware
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                 (State or other jurisdiction of incorporation)


    5511                                                  01-0609375
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(Commission File Number)                      (IRS Employer Identification No.)

     Three Landmark Square, Suite 500, Stamford, CT          06901
     ----------------------------------------------    ------------------
        (Address of principal executive offices)           (Zip Code)

                                 (203) 356-4400
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              (Registrant's telephone number, including area code)

                                      None
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)








Item 5.  Other Events and Regulation FD Disclosure.

The registrant issued a press release on January 22, 2004 announcing that it has
filed a registration statement with the Securities and Exchange Commission
relating to a proposed secondary offering, which press release is attached
hereto as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits

Exhibit No.      Description

99.1             Press Release dated January 22, 2004.








                                   SIGNATURES



         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.


                                       ASBURY AUTOMOTIVE GROUP, INC.



Date:  January 22, 2004                By:     /s/ Kenneth B. Gilman
                                       Name:   Kenneth B. Gilman
                                       Title:  President and
                                               Chief Executive Officer






                                  EXHIBIT INDEX


Exhibit No.       Description

99.1              Press Release dated January 22, 2004