FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Calloway Dean
2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2024		 3. Issuer Name and Ticker or Trading Symbol
ASBURY AUTOMOTIVE GROUP INC [ABG]
(Last)
(First)
(Middle)
C/O ASBURY AUTOMOTIVE GROUP, INC., 2905 PREMIERE PKWY, STE. 300		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, General Counsel & Sec
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

DULUTH, GA 30097		 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,699 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(Month/Day/Year) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share   (2)   (2) Common Stock 169 (2) $ (2) D  
Performance Share   (3)   (3) Common Stock 206 (3) $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Calloway Dean
C/O ASBURY AUTOMOTIVE GROUP, INC.
2905 PREMIERE PKWY, STE. 300
DULUTH, GA 30097		       SVP, General Counsel & Sec  

Signatures

/s/Dean Calloway 07/03/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 1,021 unvested restricted share units. Each restricted share unit converts into one share of the Issuer's common stock upon vesting. Vesting will occur as follows: 108 shares will vest on February 14, 2025; 113 shares will vest on February 16, 2025; 230 shares will vest on February 20, 2025; 108 shares will vest on February 14, 2026; 231 shares will vest on February, 20, 2026; and 231 shares will vest on February 20, 2027.
(2) Represents unvested Performance Share Units granted to the Reporting Person on February 16, 2022. Each performance share unit converts into one share of the Issuer's common stock upon vesting. Such units will vest on February 16, 2025.
(3) Represents unvested Performance Share Units granted to the Reporting Person on February 14, 2023. Each performance share unit converts into one share of the Issuer's common stock upon vesting. Such units will vest in equal parts on February 14, 2025 and February 14, 2026.

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