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):
                                October 22, 2004
                -------------------------------------------------

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

                                    Delaware
     -----------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

             5511                                      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:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))




Item 1.01  Entry into a Material Definitive Agreement.

From May 1, 1998 through July 29, 2003, Ben David McDavid,  Sr. ("McDavid Sr."),
a member of the  Board of  Directors  of  Asbury  Automotive  Group,  Inc.  (the
"Company"),  was  employed as the  President  and CEO of the David  McDavid Auto
Group, a group of car dealerships  owned and operated by Asbury Texas Management
L.L.C., which is an indirect,  wholly-owned  subsidiary of the Company.  McDavid
Sr.'s sons, Ben David McDavid,  Jr. ("McDavid Jr.") and James McDavid  ("James,"
together with McDavid Sr. and McDavid Jr. being collectively  referred to as the
"Executives")  were also  employees of the David  McDavid Auto Group during that
time. The Executives left their employment with Asbury Texas  Management  L.L.C.
and the David McDavid Auto Group as of July 30, 2003 to pursue other interests.

In connection  with the  resignation of the Executives as employees of the David
McDavid  Auto Group,  on October 15,  2004,  the Company  executed a  Separation
Agreement  with the  Executives,  and the parties  executed a mutual  release of
claims.  The Separation  Agreement became effective as of October 22, 2004, upon
the expiration of a seven-day  revocation  period.  Pursuant to the terms of the
Separation  Agreement,  the  Company is  required  to make a lump sum  severance
payment  to the  Executives  in the  aggregate  amount  of  $1.5  million,  less
applicable withholdings and taxes, as follows: $200,000 to McDavid Sr., $650,000
to McDavid Jr. and $650,000 to James. Each of the severance  payments is payable
promptly upon the Company's  receipt of an executed general release from each of
the Executives and the expiration of the seven-day  revocation  period following
such execution. In addition, the Company is required to make cash payments, less
applicable  withholdings  and taxes,  in the amounts of $75,000 to McDavid  Sr.,
$100,000  to  McDavid  Jr.  and  $100,000  to  James,  upon  the  return  of all
demonstrator  vehicles  owned by the David  McDavid  Auto Group that were in the
possession or control of the Executives from and after July 30, 2003.

The  description of the terms of the Company's  agreement with the Executives is
qualified in its entirety by reference  to the  Separation  Agreement,  which is
filed with this current report as Exhibit 10.1.

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

On  October  25,  2004,  Ben David  McDavid,  Sr.,  who has been a member of the
Company's Board of Directors since February 2002, announced his resignation from
the Board. Mr. McDavid, Sr.'s resignation was not related to a disagreement with
the  Company on any matter  related to the  Company's  operations,  policies  or
practices.  Instead,  as Mr. McDavid,  Sr.'s  employment  relationship  with the
Company has come to an end with the  finalization  of the  Separation  Agreement
described  above in Item 1.01,  Mr.  McDavid,  Sr. has decided to  conclude  his
entire working relationship with the Company to pursue other interests.

Item 9.01  Financial Statements and Exhibits.

         (c) Exhibits.

             Exhibit No.    Description

                10.1        Separation Agreement, dated as of October 15, 2004,
                            by and among Asbury Automotive Group, Inc., Ben
                            David McDavid, Sr., Ben David McDavid, Jr. and
                            James McDavid.








                                   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: October 26, 2004          By:  /s/ Kenneth B. Gilman
                                      ----------------------------------------
                                Name:  Kenneth B. Gilman
                                Title:    President and Chief Executive Officer





                                  EXHIBIT INDEX

Exhibit No.    Description

10.1           Separation Agreement, dated as of October 15, 2004, by and among
               Asbury Automotive Group, Inc., Ben David McDavid, Sr., Ben David
               McDavid, Jr. and James McDavid.