UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
								February 21, 2008


Charles R. Oglesby
Chief Executive Officer
Asbury Automotive Group, Inc.
622 Third Avenue, 37th Floor
New York, New York  10017

Re:	Asbury Automotive Group
	Form 10-K for the Fiscal Year Ended December 31, 2006
      Filed March 8, 2007
      Form 10-K/A for the Fiscal Year Ended December 31, 2006
      Filed March 12, 2007
      Form 10-Q for the Fiscal Quarter Ended September 30, 2007
      Filed November 7, 2007
	File No. 1-31262

Dear Mr. Oglesby:

      We have reviewed your filings and have the following
comments.
You should comply with the comments in all future filings, as
applicable.  Please confirm in writing that you will do so, and
also
explain to us how you intend to comply.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  Please be as detailed as necessary in
your explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for Fiscal Year Ended December 31, 2006

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 34


Reconciliation of Non-GAAP Financial Information, page 65

1. We reviewed your response to comment six in our letter dated
December 27, 2007 and the proposed revisions to your disclosure.
Please further revise your disclosure to explain how management
uses
each of the measures to conduct or evaluate the business.

Consolidated Balance Sheets, page 72

2. We reviewed your response to comment 18 in our letter dated
December 27, 2007.  It appears that previously issued statements
of
financial position presented for comparative purposes should be
reclassified to reflect the application of paragraph 46 of SFAS
144
for reporting disposal groups classified as held for sale.  Refer
to
the last sentence of paragraph 49 of SFAS 144.  Please tell us why
the referenced paragraph does not apply to your circumstances or
revise future filings as appropriate.

Form 10-Q for Fiscal Quarter Ended September 30, 2007

Note 7. Long-Term Debt, page 10

3. We reviewed your response to comment 36 in our letter dated
December 27, 2007.  We recognize that the convertible note hedge
is a
net purchased option; however, according to the terms of the
agreements filed as Exhibits 10.2 and 10.3 to Form 10-Q for the
fiscal quarter ended March 31, 2007, it appears that a certain
number
of options shall be automatically exercised on the conversion
dates.
As such, despite the fact that the convertible note hedge
represents
a net purchased option, it appears you may have an obligation to
repurchase your equity shares in certain circumstances.  Please
explain to us how you considered this feature in determining the
applicability of paragraph 11 of SFAS 150.  Additionally, tell us
how
the notice of exercise provision in the agreements impacted your
conclusion.

*	*	*

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      Any accounting-related questions may be directed to Sarah
Goldberg, Accounting Branch Chief at (202) 551-3340 or William
Thompson, Accounting Branch Chief at (202) 551-3344.  Questions on
other disclosure issues may be directed to James Lopez, Senior
Staff
Attorney at (202) 551-3536, Mara Ransom, Legal Branch Chief at
(202)
551-3264, or me at (202) 551-3720.


      Sincerely,



								H. Christopher Owings
      Assistant Director


cc:	J. Gordon Smith
	Fax: (212) 297-2651

Charles R. Oglesby
Asbury Automotive Group, Inc.
February 21, 2008
Page 1