ASBURY AUTOMOTIVE GROUP, INC.
622 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017
212-885-2500
July 19, 2004
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Asbury Automotive Group, Inc.
Registration Statement on Form S-3
File No. 333-112126
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Ladies and Gentlemen:
Pursuant to Rule 477 of Regulation C under the Securities Act of
1933, as amended (the "Securities Act"), Asbury Automotive Group, Inc., a
Delaware corporation (the "Registrant"), hereby requests that the Registration
Statement on Form S-3 (File No. 333-112126) initially filed with the
Securities and Exchange Commission on January 22, 2004, as amended, together
with all exhibits thereto (the "S-3 Registration Statement"), be withdrawn.
The grounds upon which the Registrant is making this application for
withdrawal are that the Registrant does not intend to proceed with the public
offering of the shares of common stock registered on the S-3 Registration
Statement. The S-3 Registration Statement was never declared effective and no
securities have been sold pursuant thereto.
The Registrant respectfully requests, in accordance with Rule 457(p)
under the Act that all fees paid to the Securities and Exchange Commission in
connection with the filing of the S-3 Registration Statement be credited to
the Registrant's account for future use.
Should you have any questions regarding this matter or if withdrawal
of the S-3 Registration Statement will not be granted, please contact Thomas
E. Dunn or Robert Rosenman at Cravath, Swaine & Moore LLP, counsel to the
Registrant, at (212) 474-1000.
Sincerely,
/s/ Kenneth B. Gilman
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Kenneth B. Gilman
President and Chief
Executive Officer