SecProbe.io

July 18, 2013

Via E -mail
George A. Villasana
Vice President, General Counsel and Secretary
Asbury Automotive Group, Inc.
2905 Premiere Parkway NW , Suite 300
Duluth, Georgia 30097

Re: Asbury Automotive Group, Inc.
  Registration Statement on Form S-4
Filed  June 21, 2013
  File No.  333-189531

Dear Mr. Villasana :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. It does not appear that you have filed financial statements for each of the guarantors
providing guarantees in  your registration statement.  Please revise accordingly, or tell us
how you believe you have comp lied with the requirements of Rule 3 -10 of Regulations
S-X.

Prospectus cover page

2. Please include the guarantees  on the prospectus cover page .  See Item 501(b)(2) of
Regulation S -K.

George A. Villasana
Asbury Automotive Group, Inc.
 July 1 8, 2013
 Page 2

 3. We note you have included broker -dealer representations in the fourth paragraph on page
ii.  Please disclose these required representations from broker -dealers on the prospectus
cover page .

The Exchange Offer, page 19

Expiration Date; Extensions; Termination; Amendments, page 19

4. As currently presented, the offer could be open for less than 20 full business days due to
the 9:00 a.m. expiration time instead of an expiration time of midnight on what ultimately
may be the  twentieth business day following commencement.  See Question and Answer
Eight in Release No. 34 -16623 (March 5, 1980).  Please confirm that the offer will be
open at least through midnight on the twentieth business day.  See Exchange Act Rule
14d-1(g)(3).

Terms and Conditions Contained in the Letter of Transmittal, page 22

5. We note that you have included the following transferor representation on page 5 of your
letter of transmittal:  “I have not engaged in, and do not intend to engage in, and have no
arrangement or understanding with any person to engage in, a distribution of any
Exchange  Notes issued to me .”  Please include this representation under this section
heading on page 22 of your prospectus.

We urge all persons who are responsible for the accu racy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relati ng to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing ;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

George A. Villasana
Asbury Automotive Group, Inc.
 July 1 8, 2013
 Page 3

 Please refer to Rules 460 and 461 regarding request s for acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jacqueline Kaufman, Staff Attorney,  at (202) 551 -3797, Lilyanna
Peyser , Staff Attorney,  at (202) 551 -3222 , or me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara L. Ransom
Assistan t Director

cc: Joel T. May
Neil Simon
Jones Day