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):
                                February 25, 2004
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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
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(Commission File Number)                    (IRS Employer Identification No.)

Three Landmark Square, Suite 500, Stamford, CT                     06901
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(Address of principal executive offices)                        (Zip Code)

                                 (203) 356-4400
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              (Registrant's telephone number, including area code)

                                      None
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          (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 February 25, 2004 announcing that it has acquired Mercedes-Benz of Sacramento, California, 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 February 25, 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: February 24, 2004 By: /s/ Kenneth B. Gilman ------------------------------- Name: Kenneth B. Gilman Title: Chief Executive Officer

EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated February 25, 2004

                                                      Investors May Contact:
                                                               Stacey Yonkus
                                                Director, Investor Relations
                                                              (203) 356-4424
                                                      syonkus@asburyauto.com

                                                      Reporters May Contact:
                                                                 David Shein
                                                           RFBinder Partners
                                                                212-994-7514
                                                    david.shein@rfbinder.com


          Asbury Automotive Group Acquires Mercedes-Benz Dealership in
                             Sacramento, California

                        Company Also Expands in Arkansas


Stamford, CT - February 25, 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 Mercedes-Benz of Sacramento from Von Housen
Automotive Group. The dealership currently generates revenues of approximately
$100 million annually. Terms of the transaction were not disclosed. Von Housen
Automotive Group retains ownership of its other dealerships in Northern
California and Nevada.

The Sacramento store represents Asbury's second dealership in northern
California. In 2003, the Company acquired Mercedes-Benz of Fresno. With the
addition of these California stores, Asbury now conducts business in 21 major
markets across the U.S. Daniel Herwaldt, who joined Asbury from Mercedes-Benz of
Fresno, is responsible for operations at both the Fresno and Sacramento
locations, as well as any additional stores that Asbury might acquire in
Northern California.

Earlier this year, the Company also completed acquisitions of two Hyundai
dealerships in Arkansas - Northland Hyundai of North Little Rock and Southland
Hyundai of Bryant. These two additions to the North Point platform currently
generate combined annual revenues of approximately $70 million.

The Company went on to note that it fully expects to be within its targeted
annual acquisition range of $300 million to $500 million in annualized revenues.



About Asbury Automotive Group

Asbury Automotive Group, Inc., headquartered in Stamford, Connecticut, is one of
the largest automobile retailers in the U.S., with 2003 revenues of $4.8
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 100 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 contains a higher proportion of 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.

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