Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Chandler Elizabeth B
   2. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ABG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & General Counsel
(Last)
(First)
(Middle)
C/O ASBURY AUTOMOTIVE GROUP, INC., 2905 PREMIERE PKWY NW, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
02/15/2012
(Street)

DULUTH, GA 30097		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common stock, par value $.01 per share 02/15/2012   M   7,500 A $ 8.33 56,743 D  
Common stock, par value $.01 per share 02/15/2012   S   400 D $ 26.15 (1) 56,343 D  
Common stock, par value $.01 per share 02/15/2012   S   7,100 D $ 25.54 (2) 49,243 D  
Common stock, par value $.01 per share 02/16/2012   F   942 (4) D $ 0 48,301 D  
Common stock, par value $.01 per share 02/16/2012   M   7,500 A $ 8.33 55,801 D  
Common stock, par value $.01 per share 02/16/2012   S   7,500 D $ 26 48,301 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (employee right to buy) $ 8.33 02/15/2012   M     7,500   (3) 05/13/2019 Common stock, par value $.01 per share 7,500 $ 0 7,500 D  
Stock Option (employee right to buy) $ 8.33 02/16/2012   M     7,500   (3) 05/13/2019 Common stock, par value $.01 per share 7,500 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Chandler Elizabeth B
C/O ASBURY AUTOMOTIVE GROUP, INC.
2905 PREMIERE PKWY NW, SUITE 300
DULUTH, GA 30097		       VP & General Counsel  

Signatures

 Darlene Quashie, Attorney-in-Fact   02/17/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Repesents the weighted average share price of an aggregate total of 400 shares of the Issuer's common stock sold in the price range of $26.00 to 26.21 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.
(2) Repesents the weighted average share price of an aggregate total of 7,100 shares of the Issuer's common stock sold in the price range of $25.50 to 25.74 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.
(3) The reporting person was granted a stock option to purchase 75,000 shares of the Issuer's common stock on May 13, 2009, which stock option vests in three equal installments beginning on the first anniversary of the grant date.
(4) Represents the number of shares of the Issuer's common stock withheld for payment of taxes on shares of restricted stock granted on February 15, 2011.

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