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):
                                 April 26, 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
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     (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
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          (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 2.02  Results of Operations and Financial Conditions.

The registrant issued a press release on April 26, 2005 announcing its financial
results for the first  quarter  ended  March 31,  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.

                  Exhibit No.               Description

                  99.1                      Press Release dated April 26, 2005.







                                    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:  April 26, 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 April 26, 2005.