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

                Date of Report (Date of earliest event reported):
                                October 28, 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
       ------------------------          ---------------------------------
       (Commission File Number)          (IRS Employer Identification No.)

 622 Third Avenue, 37th Floor, New York, NY                  10017
 ------------------------------------------           -----------------
  (Address of principal executive offices)               (Zip Code)


                                 (212) 885-2500
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              (Registrant's telephone number, including area code)

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



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425) 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 
    240.14a-12) 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b)) 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))






Item 2.02  Results of Operations and Financial Conditions.

         The registrant issued a press release on October 28, 2004, announcing
its financial results for the quarter ended September 30, 2004, which press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.


Item 7.01  Regulation FD Disclosure.

         The registrant hereby furnishes the press release identified under 
Item 2.02 and attached hereto as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

         (c) Exhibits.

               Exhibit No.               Description

               99.1                      Press Release dated October 28, 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:  October 28, 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 October 28, 2004.