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): July 25, 2002


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


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


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

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





Item 7. Financial Statements and Exhibits

      (c) Exhibits

Exhibit No.    Description

   99.1        Press Release dated July 25, 2002


Item 9. Regulation FD Disclosure.

          The registrant issued a press release today announcing the
registrant's earnings for the second quarter ending June 30, 2002, which press
release is attached hereto as exhibit 99.1.





                                  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: July 25, 2002





                                 EXHIBIT INDEX

Exhibit No.    Description

   99.1        Press Release dated July 25, 2002