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):
                                February 25, 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
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       (Address of principal executive offices)                 (Zip Code)

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

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








Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits

Exhibit No.                Description

99.1     Press Release dated February 25, 2004.


Item 12.  Results of Operations and Financial Condition.

         The registrant issued a press release on February 25, 2004, announcing
its earnings for the fourth quarter and year ended December 31, 2003, which
press release is attached hereto as Exhibit 99.1.







                                   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:  February 24, 2004               By:  /s/ Kenneth B. Gilman
                                            -----------------------------------
                                       Name:  Kenneth B. Gilman
                                       Title:  Chief Executive Officer







                                  EXHIBIT INDEX

Exhibit No.       Description

99.1              Press Release dated February 25, 2004