8-K

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                      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): May 17, 2002


                         Asbury Automotive Group, INC.
            (Exact Name of Registrant as Specified in its Charter)


Delaware                                   5511                    58-2241119
(State or Other                 (Primary Standard Industrial     (IRS Employer
Jurisdiction of Identification   Classification Code Number)         Number)
Incorporation)


                               3 Landmark Square
                                   Suite 500
                              Stamford, CT 06901
                    (Address of Principal Executive Office)

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

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ITEM 5. OTHER EVENTS.

On May 17, 2002, Asbury Automotive Group, Inc. issued a press release
announcing a proposed private placement of $200 million principal amount of
Senior Subordinated Notes. The press release is attached hereto as Exhibit
99.1 and is incorporated in its entirety herein by reference.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits

Exhibit No.       Description
- -----------       -----------

     99.1         Press Release issued by Asbury Automotive Group, Inc. on
                  May 17, 2002.







                                  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.

                                         By:    /s/ Thomas F. Gilman
                                             ------------------------
                                             Name:  Thomas F. Gilman
                                             Title: Chief Financial Officer
Date: May 17, 2002





                                  EXHIBIT INDEX

Exhibit No.       Description
- -----------       -----------

99.1              Press Release issued by Asbury Automotive Group, Inc. on
                  May 17, 2002.

EX-99.1

                                                                  EXHIBIT 99.1

          Asbury Automotive Group, Inc. announces a proposed private
            placement of $200 million in Senior Subordinated Notes


May 17, 2002--Asbury Automotive Group, Inc. (NYSE: ABG) today announced that
it proposes to offer $200 million principal amount of Senior Subordinated
Notes due 2012 in a private placement. Asbury intends to use the net proceeds
of the issuance to repay indebtedness under its credit facility.

The notes will be offered to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933. The notes will not be registered
under the Securities Act. Unless so registered, the notes may not be offered
or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the notes in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.

                                     * * *

Asbury Automotive Group, Inc., headquartered in Stamford, Connecticut, is one
of the largest automobile retailers in the U.S. The company offers customers a
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 plans regarding the
company's financial position, results of operations 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 and general economic conditions. There can be no guarantees the
company's plans will be successfully implemented or that they will prove to be
commercially successful. 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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Contact:

     RFBinder Partners, New York
     Tom Pratt, 212/994-7563
     tom.pratt@rfbinder.com