8-K

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):

January 17, 2007

Asbury Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-31262	01-0609375
(Commission File Number)	(IRS Employer Identification No.)
622 Third Avenue, 37th Floor, New York, NY	10017
(Address of principal executive offices)	(Zip Code)

(212) 885-2500

(Registrant’s telephone number, including area code)

None

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 17, 2007, at a meeting of the Board of Directors (the “Board”) of Asbury Automotive Group, Inc. (the “Company”), Timothy C. Collins and Ian K. Snow, who have been members of the Board  since March 2002, and were members of the Board of Directors of the Company’s predecessor entity between 1996 and March 2002, resigned as directors of the Company.

At the same meeting of the Board on January 17, 2007, (i) Thomas C. DeLoach, Jr. was elected a Class II Director, whose term will expire at the Company’s 2007 annual meeting of stockholders; and (ii) Mr. Eugene Katz was elected as a Class III Director, whose term will expire at the Company’s 2008 annual meeting of stockholders.  Both Mr. DeLoach and Mr. Katz were appointed to the Audit Committee of the Board and were designated “financial experts” by the Board in accordance with the corporate governance rules of the New York Stock Exchange.

As non-management Directors of the Board, Messrs. DeLoach and Katz will receive an annual retainer of $35,000 per year, $1,500 for each Board meeting attended in person and $1,000 for each Board meeting attended telephonically.  As members of the Audit Committee, Messrs. DeLoach and Katz will receive $2,000 for each Audit Committee meeting attended in person and $1,500 for each Audit Committee attended telephonically. Messrs. DeLoach and Katz will be reimbursed for reasonable out-of-pocket expenses incurred for attendance at Board and/or committee meetings and will each receive a motor vehicle. In addition, Messrs. DeLoach and Katz will receive a grant of equity compensation at the time the other non-management Directors receive such annual grant.

On January 18, 2007, the Company issued a press release announcing the resignation of Messrs. Collins and Snow from the Board, and the election of Messrs. DeLoach and Katz to the Board, which press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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Item 9.01  Financial Statements and Exhibits.

(c)           Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 18, 2007

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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: January 18, 2007	By: /s/ Kenneth B. Gilman
	Name:	Kenneth B. Gilman
	Title:	President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 18, 2007.

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EX-99.1

Exhibit 99.1

	Investors May Contact:
	Stacey Yonkus
	Director, Investor Relations
	investor@asburyauto.com
	Reporters May Contact:
	Tom Pratt
	RF|Binder Partners
	(212) 994-7563
	Tom.Pratt@RFBinder.com

Asbury Automotive Group Elects Thomas C. DeLoach, Jr.

and Eugene S. Katz to Board of Directors

Timothy C. Collins and Ian K. Snow Resign from the Board

NEW YORK, NY, January 18, 2007— Asbury Automotive Group, Inc. (NYSE: ABG), one of the nation’s largest automotive retailers, announced today that Thomas C. DeLoach, Jr. and Eugene S. Katz have been elected to the Company’s board of directors. Both Mr. DeLoach and Mr. Katz are designated “financial experts” and independent directors, and will serve on the board’s Audit Committee.

Asbury also announced that Timothy C. Collins and Ian K. Snow have resigned from the board, consistent with the recent sale by funds affiliated with Ripplewood Partners L.P. of their remaining stake in Asbury. With these changes, which are effective immediately, the size of Asbury’s board remains 12 members.

“I am pleased to welcome Tom and Gene to Asbury’s board of directors,” said Kenneth B. Gilman, Asbury’s President and CEO. “As a 30-plus year veteran of Mobil Corporation, including four years as its CFO, Tom brings to the board a global business perspective as well as a deep familiarity with cars and motor sports. Gene brings extensive experience across a wide array of clients and industries from his 40-year career at PricewaterhouseCoopers (“PwC”), including work on more than 20 initial public offerings and numerous acquisitions.

“I also would like to recognize and thank Tim Collins and Ian Snow for their many invaluable contributions over the years,” Mr. Gilman added.  “Now that Ripplewood has sold its remaining Asbury stock, Messrs. Snow and Collins have decided to step down after more than a decade of service on our board.  We wish them well in their future endeavors.”

Mr. DeLoach joined Mobil Corporation in 1969, starting in engineering and planning positions and progressing through a number of senior management posts, including the position of CFO which he held from 1994 to 1998. He retired from Mobil in 2000, subsequent to Exxon’s acquisition of Mobil. Since his retirement, Mr. DeLoach has become more involved in NASCAR auto racing, founding PIT Instruction and Training, LLC, a school for professional race car pit crews and corporate team building, and Red Horse Racing, LLC, a racing team.

Mr. DeLoach graduated from Georgia Institute of Technology, Atlanta, GA, with a B.S. in Chemical Engineering. He also serves on the board of trustees of Liberty Property Trust, a NYSE-listed real estate investment trust.

Mr. Katz retired from PwC in 2006 after 40 years with the firm and its predecessors. He served on the Price Waterhouse board from 1992 to 1997 and the PwC board from 2001 to 2005.  From 1999 to 2006, Mr. Katz served as the firm’s West Region risk management leader. Earlier in his career, as a partner in the Philadelphia office, he led PwC’s technology, middle market and retail practices.

Mr. Katz graduated from Drexel University, Philadelphia, PA, with a B.S. in Business Administration. He is a certified public accountant in California and Pennsylvania.

About Asbury Automotive Group
Asbury Automotive Group, Inc. (“Asbury”), headquartered in New York City, is one of the largest automobile retailers in the U.S. Built through a combination of organic growth and a series of strategic acquisitions, Asbury currently operates 87 retail auto stores, encompassing 114 franchises for the sale and servicing of 33 different brands of American, European and Asian automobiles. Asbury 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.

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