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
                                January 20, 2004

                          Asbury Automotive Group, Inc.
             (Exact name of registrant as specified in its charter)

                 (State or other jurisdiction of incorporation)

          5511                                        01-0609375
     --------------                       ---------------------------------
(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
              (Registrant's telephone number, including area code)

          (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 20, 2004 announcing that the Board of Directors has elected Michael J. Durham as Non-Executive Chairman and Thomas R. Gibson as Chairman Emeritus, 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 20, 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 20, 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 20, 2004

                                                         Reporters May Contact:
                                                                    David Shein
                                                              RFBinder Partners
                                                                 (212) 994-7514

                                                         Investors May Contact:
                                                                  Stacey Yonkus
                                                   Director, Investor Relations

       Asbury Automotive Group Announces Changes In Its Board of Directors

STAMFORD, Conn., January 20, 2004 - Asbury Automotive Group, Inc. (NYSE:ABG),
one of the largest automotive retail and service companies in the U.S., today
announced that the Board of Directors has elected Michael J. Durham as
Non-Executive Chairman of the Board and Thomas R. Gibson as Chairman Emeritus.

In his new capacity, a non-operational position, Mr. Durham will provide Board
leadership, conforming to modern corporate governance philosophies of
independence. He will serve as a liaison between the Board and the management
team, and remain a member of the Audit Committee. He joined Asbury's Board in
March 2003. He is a self-employed consultant at Cognizant Associates, Inc., a
consulting firm he founded. Previously, Mr. Durham was president and CEO of
Sabre, Inc. He also was with AMR Corporation, American Airlines' parent, for 16
years in a number of senior roles, including senior vice president and treasurer
of AMR and CFO of American Airlines.

"I would like to congratulate Michael Durham," said Kenneth B. Gilman, President
and CEO of Asbury. "I have enjoyed working with him over the past year, and have
found his wisdom and experience to be of great value. Given the increasing
challenges of leading a public company in today's environment, particularly from
a governance perspective, I welcome Michael's support and increased commitment
to Asbury."

Mr. Gibson has resigned as Chairman of the Board and as a director, and has been
elected Chairman Emeritus. Mr. Gibson is one of the founders of Asbury
Automotive and has served as Chairman since the Board's inception in 1995.
During his tenure, Asbury completed the major "platform" acquisitions that
created the Company, as well as its successful initial public offering in 2002.

"We would like to thank Tom Gibson for his tireless dedication to Asbury
Automotive Group," said Mr. Gilman. "Understandably, after nearly a decade with
Asbury, he has decided he wants more time to pursue a variety of other
interests. Tom has provided us with invaluable leadership, so we are fortunate
to have the benefit of his ongoing guidance and counsel as he continues to serve
in his new role as Chairman Emeritus."

About Asbury Automotive Group

Asbury Automotive Group, Inc., headquartered in Stamford, Connecticut, is one of
the largest automobile retailers in the U.S., with 2002 revenues of $4.5
billion. Built through a combination of organic growth and a series of strategic
acquisitions, Asbury now operates through nine geographically concentrated,
individually branded "platforms." These platforms currently operate 99 retail
auto stores, encompassing 142 franchises for the sale and servicing of 35
different brands of American, European and Asian automobiles. Asbury believes
that its product mix includes one of the highest proportions of luxury and
mid-line import brands among leading public U.S. automotive retailers. The
Company offers customers an extensive range of automotive products and services,
including new and used vehicle sales and related financing and insurance,
vehicle maintenance and repair services, replacement parts and service