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Correspondence

 [Letterhead of Sonic Automotive, Inc.]

May 13, 2005

 Mr. Bill Thompson

 United States Securities and Exchange Commission

 Division of Corporation
Finance

 450 Fifth Street, N.W.

 Washington, D.C.
20548

Re:
Sonic Automotive – Comment Letter dated April 5, 2005

 Dear Mr. Thompson:

 Sonic Automotive, Inc. is submitting the following responses to comments received from the Staff of the Division of Corporation Finance in its letter dated April 5, 2005. For your convenience, the Staff’s
comments have been reproduced in bold faced type before each response in this letter.

 General

1.
Where a comment below requests additional disclosure or other revisions to be made, please include the additional disclosures and revisions in your future filings.

 We will address each of the Staff’s
requests in future filings.

 Item 6. Selected Financial Data, page 13

2.
Briefly describe, or cross-reference to a discussion of, business combinations and other factors that materially affect the comparability of the information for the periods
presented. In addition, please disclose the amounts of amortization of goodwill for periods prior to adoption of SFAS 142 in footnote (3) to the table. See Instruction 2 of Item 301 of Regulation S-K.

 As mentioned in Management’s Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources, and Note Two to our Consolidated Financial Statements, Business Acquisitions and Dispositions, in our 2004 Form 10-K, business combinations are material to our
reported financial information. We will ensure that Item 6 includes such discussion and cross-references in our future filings where appropriate.

 Goodwill amortization expense for continuing operations prior to the adoption of SFAS 142 was $14.7 million and $15.6 million for 2000 and 2001,
respectively. We will ensure that Item 6 includes such disclosures in our future filings where appropriate.

 Mr. Bill Thompson

 May 13,
2005

  Page
 2

 Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations, page 19

3.
Please disclose the types of expenses that you include in the cost of sales line item. Please quantify and provide an analysis of material changes in cost of products and/or
expenses included in cost of sales for each of the years presented. Please provide an analysis of each of the changes in selling, general and administrative expenses you identify. For example, discuss why accounting and legal costs increased $5.9
million and other operating expenses increased $11.6 million in 2004 as compared to 2003. In addition, please discuss the results of your finance subsidiary classified in selling, general and administrative expenses for each period presented. Please
refer to SEC Release No. 33-8350.

 We will
include a reference to the types of material expenses classified as cost of sales, expand the discussion regarding the changes in our gross margins and identify material changes in selling, general and administrative expenses in our future filings
where appropriate.

 As discussed in Note One to the
Consolidated Financial Statements, Description of Business and Summary of Significant Accounting Policies – Reclassifications, the operating results of our finance subsidiary, Cornerstone Acceptance Corporation (“Cornerstone”),
were reclassified as selling, general and administrative expenses. Cornerstone’s net operating income was $0.3 million, $1.4 million and $1.2 million in 2002, 2003 and 2004, respectively. These amounts and the related annual changes (both on a
net basis and on an individual component basis) were immaterial for discussion when considered in relation to Sonic’s total selling, general and administrative expenses.

 Future Liquidity Outlook, page 34

4.
Please disclose the significant covenants of your revolving and floor plan facilities and the indenture governing your senior subordinated notes. Please also disclose the effects
of noncompliance with covenants and the existence of cross-default provisions contained in your debt agreements. In addition, please discuss the extent of headroom in the financial covenants of your credit facilities and the likelihood of your
compliance for the foreseeable future.

 The
covenants in our floor plan facilities and indenture governing our senior subordinated notes are not reasonably likely to materially impact our liquidity as per Item 303 (a) (1) of Regulation S-K and Section 501 (.03) of Financial Reporting
Policies. As a result of these determinations, we have not included disclosures related to our floor plan facilities and indenture governing our senior subordinated notes in discussions regarding our future liquidity outlook.

 Disclosure regarding covenants and cross-default provisions in our revolving
facility is included in Note Six to our Consolidated Financial Statements, Long-Term Debt, and Exhibit 99.1, Risk Factors, as it relates to the cross-default provision in our mortgage facility. Noncompliance with covenants, including a
failure to make any payment when due, under our revolving facility, mortgage facility, floor plan facilities, senior subordinated notes and convertible senior subordinated notes (collectively, our “Material Debt Agreements”) could result
in a default and an acceleration of our repayment obligation under our revolving facility. A default under our revolving facility would constitute a default under our mortgage facility and floor plan facilities

 Mr. Bill Thompson

 May 13, 2005

  Page
 3

 and could
entitle these lenders to accelerate our repayment obligations under the mortgage facility and/or one or more of the floor plan facilities. A default under our revolving facility, mortgage facilities and one or more floor plan facilities would not
result in a default under our senior subordinated notes or convertible senior subordinated notes unless our repayment obligations under the revolving facility, mortgage facility and/or one or more of the floor plan facilities were accelerated. An
acceleration of our repayment obligation under any of our Material Debt Agreements could result in an acceleration of our repayment obligations under our other Material Debt Agreements. We expect to be in compliance with the covenants for all of our
long-term debt agreements for the foreseeable future. Our financial covenant calculations for the revolving facility were as follows as of and for the year ended December 31, 2004:

Actual

Required

 Current ratio

1.23

> 1.23

 Fixed charge coverage

1.59

> 1.40

 Adjusted fixed charge coverage

1.32

> 1.15

 Interest coverage

3.10

> 2.00

 Adjusted debt to EBITDA

1.42

< 2.25

 As discussed in Note
Six to our Consolidated Financial Statements we will remain in compliance with the required specified current ratio if there is adequate availability on the revolving facility which will, when added to our total current assets, make the current
ratio greater than or equal to 1.23.

 We will ensure that our
discussion regarding our future liquidity outlook incorporates this disclosure regarding our revolving facility as well as our additional disclosures regarding the effect of noncompliance, the likelihood of our compliance for the foreseeable future
and financial covenant calculations in future filings where appropriate.

 Mr. Bill Thompson

 May 13,
2005

  Page
 4

5.
Please include scheduled interest payments in your table of contractual obligations. Estimates of future variable rate interest payments may be included or excluded provided you
include appropriate disclosure in a footnote to the table. Refer to Item 303(5) of Regulation S-K.

 We will ensure that our tabular disclosure of contractual obligations as per Item 303 (5) of Regulation S-K includes interest payments and appropriate
disclosure in future filings, where appropriate, as follows:

(Amounts in thousands)

2005

2006

2007

2008

2009

Thereafter

Total

 Floor Plan Financing

$
1,050,858

$
 —

$
 —

$
 —

$
 —

$
 —

$
1,050,858

 Long-Term Debt (1)

2,970

241,722

2,462

2,596

130,231

291,815

671,796

 Estimated Interest Payments on Floor Plan Financings (2)

6,428

—

—

—

—

—

6,428

 Estimated Interest Payments on Long-Term Debt (3)

45,152

42,814

32,813

32,638

27,973

91,992

273,382

 Operating Leases

136,529

135,316

126,649

119,533

102,691

890,124

1,510,842

 Construction Contracts

20,244

—

—

—

—

—

20,244

 Other Purchase Obligations

6,267

4,759

3,409

284

—

—

14,719

 Acquisition Purchase Commitments (4)

25,721

—

—

—

—

—

25,721

 Total

$
1,294,169

$
424,611

$
165,333

$
155,051

$
260,895

$
1,273,931

$
3,573,990

(1)
Certain amounts are redeemable at our option (see preceding discussion regarding long-term debt and credit facilities) but have been classified in this schedule according to
contractual maturity.

(2)
Floor plan balances are correlated with the amount of vehicle inventory and are generally due at the time that a vehicle is sold. Estimated interest payments were calculated using
the December 31, 2004 floor plan balance, the weighted average interest rate for the fourth quarter of 2004 of 3.67% and the assumption that floor plan balances at December 31, 2004 would be relieved within sixty days in connection with the sale of
the associated vehicle inventory.

(3)
Estimated interest payments calculated assuming contractual maturities, no principal payments on the Revolving Facility before the contractual maturity and the interest rate in
effect at December 31, 2004 (4.95%) for the Revolving Facility. Estimated interest payments do not include net interest expense from our interest rate swaps. See Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Results of Operations – Interest Expense, Other, Net, and Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk, for discussion regarding our interest rate swaps.

(4)
Amount represents estimated purchase price of tangible and intangible assets net of notes payable floor plan advances.

Consolidated
Financial Statements

 Consolidated Statements of Cash
Flows, page F-5

6.
Please tell us the items and their amounts included in the gain/loss on disposal of assets line item for each of the years presented.

 The items and amounts included in the gain/loss on disposal of assets line
item as per our Consolidated Statements of Cash Flows are as follows (amounts in thousands):

2002

2003

2004

 (Gain)/Loss on Disposal of Franchises

$
(3,053
)

$
(5,311
)

$
732

 (Gain)/Loss on Disposal of Fixed Assets

(417
)

1,853

141

 Total

$
(3,470
)

$
(3,458
)

$
873

 Mr. Bill Thompson

 May 13,
2005

  Page
 5

 We will ensure
that the description for the line item in our Consolidated Statement of Cash Flows is expanded to read “(Gain)/Loss on disposal of franchises and property and equipment” in future filings where appropriate.

 Notes to Consolidated Financial Statements

 General

7.
We note that the ability of your subsidiaries to pay dividends or make loans to you is subject to contractual limitations under your floor plan facilities and minimum net capital
requirements under manufacturer franchise agreements. Please tell us if the restricted net assets of your consolidated subsidiaries and your equity in the undistributed earnings of 50% or less owned persons accounted for by the equity method
together exceed 25% of consolidated net assets as of the end of your most recently completed year. If so, please describe the restrictions on the ability of your consolidated subsidiaries to transfer funds to you in the form of cash dividends, loans
or advances and disclose the amounts of such restricted net assets as of the date of the most recent balance sheet provided. See Rule 4-08(e)(3) of Regulation S-X. Please also discuss the effects of such restrictions on your liquidity in
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 The restricted net assets of our consolidated subsidiaries and our equity in the undistributed earnings of 50% or less owned persons accounted for by the
equity method together did not exceed 25% of our consolidated net assets as of December 31, 2004. The contractual limitations under our floor plan facilities and minimum net capital requirements under manufacturer franchise agreements do not impose
any material restrictions on our subsidiaries’ ability to pay dividends, make loans or otherwise transfer funds to Sonic Automotive, Inc. and consequently have not had and are not expected to have a material effect on our liquidity.

 Note 1. Description of Business and Summary of Significant Accounting Policies

 Principles of Consolidation, page F-6

8.
Please indicate, if so, that your subsidiaries are wholly owned. Also, describe the principles followed in determining whether to include or exclude subsidiaries in your
consolidated financial statements. See Rule 3A-03 of Regulation S-X.

 All of Sonic’s dealership and non-dealership subsidiaries are wholly owned and consolidated in our Consolidated Financial Statements except for one fifty-percent owned dealership subsidiary that is accounted for
under the equity method in accordance with APB 18. This one dealership subsidiary is accounted for under the equity method because while we do not control the dealership, we have the ability to exercise significant influence over the
dealership’s operating and finance policies. We will ensure that this disclosure is included in future filings where appropriate.

 Mr. Bill Thompson

 May 13, 2005

  Page
 6

 Reclassifications, page
F-6

9.
You disclose that a portion of bad debt expense from Cornerstone’s finance contracts has been reclassified from cost of sales to selling, general and administrative
expenses. Please tell us the portion of bad debt expense that is classified as cost of sales for each year presented and why such amounts are classified as cost of sales as opposed to selling, general and administrative expenses.

 Prior to filing Sonic’s 2004 Form
10-K, portions of Cornerstone’s bad debt expense were classified as both cost of sales and selling, general and administrative expenses. As disclosed in the 2004 Form 10-K, the portion previously classified as cost of sales was reclassified to
selling, general and administrative expenses. As a result of this reclassification, all of Cornerstone’s bad debt expense is now classified as selling, general and administrative expenses. We will ensure that this disclosure is clarified in
future filings where appropriate.

 Revenue Recognition, page F-6

10.
Please disclose the information required by Rule 12-09 of Regulation S-X with respect to your allowances for doubtful accounts receivable and commission chargebacks either in the
notes to your financial statements or in Schedule II as required by Rule 5-04(a)(2) of Regulation S-X. If you file Schedule II, please include an opinion from your independent accountants covering the schedule.

 As of December 31, 2003 and 2004, the amounts recorded as allowances for
doubtful accounts receivable were $0.5 million and $0.3 million, respectively. Since these amounts were considered to be immaterial for separate presentation on the 2003 and 2004 Consolidated Balance Sheets, these amounts were also considered to be
immaterial for presentation in Schedule II pursuant to Rule 5-04(a)(2) of Regulation S-X. However, Cornerstone’s allowances for credit losses on notes receivable were disclosed in Note One, Description of Business and Summary of Significant
Accounting Policies – Concentrations of Credit Risk, to our Consolidated Financial Statements. We believe that our non-Cornerstone allowances are immaterial for disclosure in the Notes to the Consolidated Financial Statements.

 As of December 31, 2003 and 2004, the amounts recorded as allowances for
commission chargeback reserve