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): December 12, 2003

Asbury Automotive Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	5511 (Commission File Number)	01-0609375 (IRS Employer Identification No.)
Three Landmark Square, Suite 500, Stamford, CT 06901 (Address of principal executive offices) (Zip Code)

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

(Former name or former address, if changed since last report) None

Item 5.    Other Events and Regulation FD Disclosure.

        The registrant issued a press release on December12, 2003 confirming its 2003 earnings guidance, 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 December 12, 2003.
99.2	Reconciliation of EBITDA to Net Income

2

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: December 12, 2003	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 December 12, 2003
99.2	Reconciliation of EBITDA to Net Income

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Item 7. Financial Statements and Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

	Investors May Contact: Stacey Yonkus Director, Investor Relations (203) 356-4424 investor@asburyauto.com
	Reporters May Contact: David Shein RFBinder Partners (212) 994-7514 david.shein@rfbinder.com

Asbury Automotive Group Confirms 2003 Guidance

STAMFORD, Conn., December 12, 2003—Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., today confirmed its 2003 earnings guidance.

Earnings per share from continuing operations are expected to be approximately $1.55 before a previously announced pre tax charge of approximately $3 million related to the termination of the agreement to acquire the Bob Baker Auto Group. Asbury expects its effective tax rate for the full year to be between 38% and 39%. The lower end of this tax rate range would contribute approximately 3 cents per share for the full year. In addition, Asbury believes that its EBITDA for the full year 2003 will be in the range of $136.5 to $138 million, as compared to $135 million in the prior year.

About Asbury Automotive Group

Asbury Automotive Group, Inc., headquartered in Stamford, Connecticut, is one of the largest automobile retailers in the U.S., with 2002 revenues of $4.5 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 95 retail auto stores, encompassing 138 franchises for the sale and servicing of 35 different brands of American, European and Asian automobiles. Asbury believes that its product mix includes one of the highest proportions of luxury and mid-line import brands among leading public U.S. 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, 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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Exhibit 99.1

Asbury Automotive Group Confirms 2003 Guidance

EX-99.2

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Exhibit 99.2

Reconciliation of EBITDA to Net Income

We define EBITDA as earnings before depreciation and amortization, other interest expense and income tax expense. EBITDA is not intended to represent cash flow from operations as defined by GAAP and should not be considered an indicator of operating performance or an alternative to cash flow from operating activities (as measured by GAAP) as a measure of liquidity. We include this measure to provide additional information as to our ability to meet our fixed charges, including interest on the notes, solely as a supplemental measure. EBITDA may not be comparable to similarly titled measures reported by of other entities. This method may not conform to the manner in which consolidated cash flow is calculated for purposes of the indenture governing the notes. Our presentation of EBITDA may not comply with SEC guidelines relating to Non-GAAP measures.

		For the Year Ended December 31, 2002
		(in thousands)
Net income		$	38,085
Add:
	Depreciation and amortization		19,136
	Other interest expense		38,423
	Income tax expense		39,215
EBITDA		$	134,859

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Exhibit 99.2

Reconciliation of EBITDA to Net Income