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):
                                January 20, 2005
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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
- --------------------------                       ----------------------------
(Commission File Number)                      (IRS Employer Identification No.)

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

                                 (212) 885-2500
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              (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 7.01  Regulation FD Disclosure.

     The registrant hereby furnishes the press release 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 January 20,
2005.

     The registrant issued a press release on January 20, 2005, announcing that
based on preliminary unaudited financial information for the fourth quarter
ended December 31, 2004, the Company's earnings from continuing operations are
expected to be approximately $0.42 per diluted share, above the analysts'
consenus estimate of $0.33, which release is attached hereto as Exhibit 99.1.


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: January 20, 2005 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, 2005.

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

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



           Asbury Automotive Group Comments on Fourth Quarter Earnings

     Preliminary Results Significantly Exceed Current Analysts' Expectations

       Announces Implementation of Efficient Regional Management Structure


New York, NY, Jan. 20, 2005 - Asbury Automotive Group, Inc. (NYSE: ABG),
one of the largest automotive retail and service companies in the U.S., today
announced that based on preliminary unaudited financial information for the
fourth quarter ended December 31, 2004, the Company's earnings from continuing
operations are expected to be approximately $0.42 per diluted share, above the
analysts' consensus estimate of $0.33, and $1.61 per diluted share for the full
year.

Overall revenue and gross profit for the fourth quarter were up approximately 16
percent on a same-store  basis from the prior year quarter.  All four components
of the Company's business model - new vehicles;  used vehicles;  parts,  service
and collision repair;  and finance and insurance - delivered  double-digit same-
store increases in gross profit for the quarter.  For the full year 2004,  total
same-store  revenue  increased  approximately  six percent  from the prior year,
while same-store gross profit rose approximately four percent.

President and CEO Kenneth B. Gilman commented, "We are particularly pleased with
the balanced performance of our business model during the quarter. These results
were attributable to a bounce in our Florida markets,  which posted a 28 percent
same-store increase in gross profit, following the hurricanes experienced in the
third  quarter,  as well  as a  solid  overall  performance  in our  non-Florida
platforms, which were up approximately 11 percent on a same-store basis."

The  Company  also  announced  today that it has  reorganized  seven of its nine
platforms into  principally four regions:  Florida;  West  (California,  Texas &
Oregon);  Mid-Atlantic  (North  Carolina,  South  Carolina & Virginia) and South
(Georgia & Arkansas);  with  Mississippi  and Missouri  remaining as stand-alone
platforms.   The  Company   expects  a   significant   increase  in   management
effectiveness  as a result of this recent  decision,  as well as added operating
and cost  efficiencies.  Within this more  streamlined  structure,  regional and
platform  CEOs  will  continue  to have  direct  responsibility  for  day-to-day
operations,  as well as the independence and flexibility to respond  effectively
to local  market  conditions.  The  Company  also  noted  that in moving to this
regional  structure it would incur  severance and other related  one-time costs,
which should be offset by anticipated expense efficiencies to be realized within
the ensuing twelve months. A more detailed discussion of the regional alignment,
as well as the related one-time costs and expense savings, will be provided when
final audited results are reported in February.

Commenting  on initial  guidance  for 2005,  the  Company  expects a  reasonable
estimate  range  would be  between  $1.70 and $1.78  per share  from  continuing
operations. This range does not reflect any of the anticipated costs or benefits
associated with the regional reorganization.

Further details will be available when final audited  financial  results for the
fourth quarter and full year 2004 are announced.  The Company plans to issue its
fourth  quarter  earnings  press  release  before the market  opens on Thursday,
February 24, 2005 and to host a conference call for interested  parties at 11:00
a.m. Eastern Standard Time.  Dial-in  information for the call will be available
approximately  two weeks prior to the call.

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 96 retail auto stores, encompassing
132  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.