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 26, 2005

Asbury Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

(212) 885-2500

(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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            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 26, 2005 announcing its financial results for the third quarter and nine months ended September 30, 2005, 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.

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SIGNATURE

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.

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EXHIBIT INDEX

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Exhibit 99.1

Asbury Automotive Group Reports

Third Quarter Financial Results

— Income from Continuing Operations Increases 34%, with Same-Store Gross Profit Up
12%, SG&A as a Percent of Gross Profit Down 250 Basis Points —

New York, NY, October 26, 2005 – Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., today reported financial results for the third quarter and nine months ended September 30, 2005.

Income from continuing operations for the third quarter rose 34 percent to $17.5 million, or $0.53 per diluted share (including a $0.01 charge from the previously announced regional reorganization program), from $13.1 million, or $0.40 per diluted share, in last year’s third quarter.  The analysts’ consensus estimate of earnings per share from continuing operations was $0.48.  Net income for the third quarter of 2005 was $15.0 million, or $0.45 per diluted share, compared with $12.1 million, or $0.37 per diluted share, a year ago.

For the first nine months of 2005, income from continuing operations was $45.5 million, or $1.38 per diluted share, including net after-tax costs of approximately $1.3 million, or $0.04 per diluted share, related to the reorganization program.  Excluding the reorganization impact, income from continuing operations increased 21 percent to $46.8 million, or $1.42 per diluted share, from $38.7 million, or $1.18 per diluted share, a year ago.  Net income for the first nine months of 2005 was $40.6 million, or $1.24 per diluted share, compared to $37.2 million, or $1.14 per diluted share, in the corresponding period last year.

Other financial highlights for the third quarter of 2005, as compared to the prior year period, included:

•                    Total revenue for the quarter was approximately $1.4 billion, up 13 percent.  Total gross profit was $220.0 million, up 15 percent.

•                    Same-store retail revenue and gross profit (excluding fleet and wholesale) were up 11 and 12 percent, respectively.

•                    New vehicle retail revenue increased 12 percent (9 percent same-store), and unit sales increased 14 percent (10 percent same-store).  New vehicle retail gross profit increased 11 percent (9 percent same-store).

•                    Used vehicle retail revenue increased 22 percent (19 percent same-store), and unit sales increased 17 percent (13 percent same-store).  Used vehicle retail gross profit increased 32 percent (28 percent same-store).

•                    Parts, service and collision repair revenue increased 13 percent (12 percent same-store), and gross profit increased 12 percent (10 percent same-store).

•                    Net finance and insurance (F&I) revenue increased 12 percent (9 percent same-store).  F&I per vehicle retailed (PVR) decreased 2 percent to $883 while dealership generated F&I PVR was down 1 percent to $857.

•                    Selling, general and administrative (SG&A) expenses, as a percentage of gross profit, were 77.5 percent for the quarter, a 250 basis point improvement from 80.0 percent a year ago, or a 280 basis point improvement excluding the reorganization costs.

President and CEO Kenneth B. Gilman said, “This was the fourth quarter in a row in which Asbury delivered a strong, balanced performance across all four of our business lines.  While our excellent third quarter comparisons in part reflect the negative impact of the hurricanes last year, the quarter’s results were a true reflection of our strong operational performance as well as our ability to gain traction on the expense front.  Our best estimate is that excluding the hurricane impact our operating income was up 14 percent for the quarter.

“Our service businesses – fixed operations and finance and insurance – again delivered double-digit same-store gross profit growth.  On the new vehicle front, the key for us was the strategic strength of our brand mix which emphasizes mid-line import and luxury brands.  We achieved a 10 percent increase in same-store new unit sales versus less than 5 percent for the market nationally with no gross margin erosion.”

Mr. Gilman continued, “Over the last few years we have focused considerable efforts to position Asbury to increase our used car market share.  I am particularly pleased with our performance this past quarter.  In the face of a very challenging market with volatile used car wholesale pricing, particularly for trucks and large SUV’s, we were able to increase same-store used unit sales by 13 percent, improve gross profit margin by 90 basis points and reduce wholesale losses.  Clearly, we were able to strike the right balance at retail when valuing trades so that we didn’t make new car deals at the expense of hurting the used car business.”

J. Gordon Smith, Senior Vice President and CFO, commented, “I am very pleased with the progress we have made on the expense front.  Our reduction in SG&A as a percent of gross profit, excluding the reorganization costs, is attributed to the regional realignment, which drove personnel costs down 40 basis points; a 90 basis point decrease in advertising; and a 90 basis point reduction in insurance costs as a result of our strategic initiatives in this area.”

Mr. Smith continued, “During the quarter, we completed the implementation of our regional reorganization program.  We expect that the program will generate savings of approximately $0.10 per diluted share in 2006 compared to $0.05 per diluted share in 2005.  Also, we made additional progress with our ongoing efforts to rebalance Asbury’s portfolio of dealerships through the divestiture of under-performing stores.  During the quarter, we entered into agreements to dispose

of all our remaining operations in Oregon.  We anticipate completing these transactions in the fourth quarter. The sale is expected to generate approximately $60 million in cash and result in a gain of $0.05 to $0.07 per diluted share that will be included in discontinued operations.”

Commenting on earnings guidance for 2005 and the current fourth quarter environment, the Company reconfirmed its previously announced range of estimates for earnings per share from continuing operations of between $1.71 to $1.77, which includes the net cost of the regional reorganization of approximately $0.03 per diluted share (costs of $0.08, net of expected savings of $0.05); however, due to soft October new vehicle sales and general uncertainty surrounding fourth quarter OEM incentive programs, the Company is more comfortable with the lower end of its earnings guidance range.

Mr. Gilman concluded, “I am pleased with how we have managed both our store disposal program and our regional reorganization over the last nine months.  My expectation is that these simultaneously executed initiatives will continue to deliver shareholder value in terms of capital redeployment and operating effectiveness.  With respect to current operations, as I noted, our business model has performed exceptionally well over the past four quarters, and we expect to see many of these positive trends continue.  Despite a fourth quarter that is starting out slowly in new vehicle sales, the fact that we still expect to fall within our previously announced guidance range is a very positive reflection on Asbury’s business strengths including brand mix and geographic locations.”

Asbury will host a conference call to discuss its third quarter results this morning at 10:00 a.m. Eastern Time.  The call will be simulcast live on the Internet and can be accessed by logging onto http://www.asburyauto.com or http://www.ccbn.com.  In addition, a live audio of the call will be accessible to the public by calling 800-500-0177 (domestic), or 719-457-2679 (international); no access code is necessary. Callers should dial in approximately 5 to10 minutes before the call begins.

About Asbury Automotive Group

Asbury Automotive Group, Inc., headquartered in New York City, is one of the largest automobile retailers in the U.S., with 2004 revenue of approximately $5.3 billion.  Built through a combination of organic growth and a series of strategic acquisitions, the Company currently operates 94 retail auto stores, encompassing 129 franchises for the sale and servicing of 33 different brands of American, European and Asian automobiles.  Asbury believes that its product mix contains a higher proportion of the more desirable luxury and mid-line import brands than most public 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 contracts.

Forward-Looking Statements

This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements relating to goals, plans, projections and guidance regarding the Company’s financial position, results of operations, market position, product development, pending and potential future

acquisitions and business strategy. These statements are based on management’s current expectations and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, market factors, the Company’s relationships with vehicle manufacturers and other suppliers which could cause, among other things, acquisitions under contract or letters of intent to fail, risks associated with the Company’s substantial indebtedness, risks related to pending and potential future acquisitions, risks related to competition in the automotive retail and service industries, general economic conditions both nationally and locally and governmental regulations and legislation. There can be no guarantees that the Company’s plans for future operations will be successfully implemented or that they will prove to be commercially successful. These and other risk factors are discussed in the Company’s annual report on Form 10-K and in its other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Asbury Automotive Group, Inc.

Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

Asbury Automotive Group, Inc.

Selected Data

(Dollars in thousands except per share data)

(Unaudited)

Asbury Automotive Group, Inc.

Selected Data

(Dollars in thousands except per share data)

(Unaudited)

Asbury Automotive Group, Inc.

Selected Data

(Dollars in thousands except per share data)

(Unaudited)

ASBURY AUTOMOTIVE GROUP, INC.

SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION

(In thousands, except vehicle data)

(Unaudited)

The Company evaluates finance and insurance gross profit performance on a per-vehicle retailed (“PVR”) basis by dividing total finance and insurance gross profit by the number of retail vehicles sold.  During 2003, the Company renegotiated a contract with a third party finance and insurance product provider, which resulted in the recognition of income in 2005 and 2004 that was not attributable to retail vehicles sold during 2005 and 2004.  The Company believes that dealership generated finance and insurance, which excludes the additional revenue derived from contracts negotiated by the corporate office, provides a more accurate measure of the Company’s finance and insurance operating performance.  The following table reconciles finance and insurance gross profit to dealership generated finance and insurance gross profit, and provides necessary components to calculate dealership generated finance and insurance gross profit PVR.