SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* DANIELS NOEL E (Last) (First) (Middle) 121 EASTHAVEN DRIVE (Street) BRANDON MS 39042-2838 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/13/2002	3. Issuer Name and Ticker or Trading Symbol ASBURY AUTOMOTIVE GROUP INC [ NYSE: ABG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	38,750(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options on Common Stock	03/13/2003(2)	03/13/2012	Common Stock, par value $0.01 per share	2,020.33	16.5	D

Explanation of Responses:

1. Noel E. Daniels could be deemed to be part of a group as defined in Section 13(d) of the Exchange Act that owns approximately 79% of the outstanding common stock of Asbury Automotive Group, Inc. based on voting arrangements in a shareholders agreement. Noel E. Daniels expressly disclaims beneficial ownership of the shares of Asbury Automotive Group, Inc. beneficially owned by all other parties to the shareholders agreement.

2. 1/3 of the number of derivative securities set forth in column 5 vest on each of the first three anniversary dates of the grant beginning on 03/13/2003.

Remarks:

	Noel E. Daniels	02/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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