Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, effective February 9, 2009, the following named executive officers of Asbury Automotive Group, Inc. (the "Company") had voluntarily agreed to reduce their salaries by 10% for the duration of 2009:
Charles R. Oglesby, the Company's President and Chief Executive Officer, Craig T. Monaghan, the Company's Senior Vice President and Chief Financial Officer, Philip R. Johnson, the Company's Vice President of Human Resources, and Keith R. Style, the Company's Vice President of Finance.

On October 20, 2009, at a meeting of the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee"), the Compensation Committee approved the reinstatement of the full salaries of the above-named named executive officers of the Company, effective November 1, 2009.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On and effective as of October 21, 2009, the Board of Directors of the Company amended the Amended and Restated By-Laws of the Company (the "By-Laws"). The amendments clarify the procedures to be followed, and the type of information that must be included, with respect to a stockholder notice relating to director nominees or other business and, in some cases, expand the disclosure requirements in connection with making a stockholder proposal. The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, as so amended, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description

3.1 By-Laws of Asbury Automotive Group, Inc., as amended to date.

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