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):
                                December 3, 2004
                -------------------------------------------------

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

                                    Delaware
     -----------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

              5511                                  01-0609375
     ------------------------            ---------------------------------
     (Commission File Number)            (IRS Employer Identification No.)

     622 Third Avenue, 37th Floor, New York, NY                10017
     ------------------------------------------          -----------------
      (Address of principal executive offices)              (Zip Code)

                                 (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:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))




Item 8.01 Other Events. On December 3, 2004, the registrant issued a press release announcing that it has acquired the Rodeo Nissan dealership in Clovis, California, which press release is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 99.1 Press Release of Asbury Automotive Group, Inc., dated December 3, 2004.

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. ASBURY AUTOMOTIVE GROUP, INC. Date: December 3, 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 December 3, 2004.

Exhibit 99.1                                        Investors May Contact:
                                                             Stacey Yonkus
                                              Director, Investor Relations
                                                            (212) 885-2512
                                                   investor@asburyauto.com

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



          Asbury Automotive Group Acquires California Nissan Dealership

New York, NY, December 3, 2004 - Asbury Automotive Group, Inc. (NYSE: ABG), one
of the largest automotive retail and service companies in the U.S., today
announced that it has acquired Rodeo Nissan in Clovis, California. Terms of the
transaction were not disclosed.

The store, which will be renamed Nissan of Clovis, is in the Fresno metropolitan
area and represents Asbury's third dealership in northern California. In 2003,
the Company acquired Mercedes-Benz of Fresno, and earlier this year, it acquired
Mercedes-Benz of Sacramento. Daniel Herwaldt, who joined Asbury from
Mercedes-Benz of Fresno, is responsible for operations at all three dealerships,
as well as any additional stores that Asbury might acquire in northern
California. The Company also acquired three dealerships in southern California
during the second quarter of 2004.

"We have made good initial progress towards our objective of building a solid
presence in both the northern and southern California markets," said President
and CEO Kenneth B. Gilman. "This Nissan store has significant upside potential,
and I am confident it will be realized under Danny Herwaldt's stewardship.
Overall, I am very pleased with our acquisition record for 2004. We've acquired
six high-quality dealerships this year -- representing Mercedes-Benz, Honda,
Nissan, Dodge, and Hyundai franchises. The purchase of Rodeo Nissan brings
Asbury's year-to-date acquisitions to approximately $350 million in projected
annual revenues, well within our targeted range of $300 million to $500
million."

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 2003 revenue of $4.8 billion.
Built through a combination of organic growth and a series of strategic
acquisitions, the Company currently operates 97 retail auto stores, encompassing
135 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, 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.