Exhibit 31.2

                            CERTIFICATION PURSUANT TO
         RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, J. Gordon Smith, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q of Asbury  Automotive
     Group, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the  statements  made,  in light of  circumstances  under  which  such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     (a) Designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be
         designed under our supervision to ensure that
         material information relating to the registrant,
         including its consolidated subsidiaries, is made
         known to us by others within those entities,
         particularly during the period in which this annual
         report is being prepared;

     (b) Evaluated the effectiveness of the registrant's
         disclosure controls and procedures and presented in
         this report our conclusions about the effectiveness
         of the disclosure controls and procedures, as of the
         end of the period covered by this report based on
         such evaluation; and

     (c) Disclosed in this report any change in the
         registrant's internal control over financial
         reporting that occurred during the registrant's most
         recent fiscal quarter that has materially affected,
         or is reasonably likely to materially affect, the
         registrant's internal control over financial
         reporting;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent function):

     (a) All significant deficiencies and material weaknesses
         in the design or operation of internal control over
         financial reporting which are reasonably likely to
         adversely affect the registrant's ability to record,
         process, summarize and report financial information;
         and

     (b) Any fraud, whether or not material, that involves
         management or other employees who have a significant
         role in the registrant's internal control over
         financial reporting.




/s/ J. GORDON SMITH
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J. Gordon Smith
Chief Financial Officer
August 6, 2004