SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ESL INVESTMENTS INC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AUTONATION INC /FL [ AN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2004		J(1)		8,680,281	A	(12)	49,073,762	D(2)(10)(11)
Common Stock	07/01/2004		J(1)		246,969	A	(12)	16,681,219	D(3)(10)(11)
Common Stock	07/01/2004		J(1)		95,673	A	(12)	95,673	D(4)(10)(11)
Common Stock	07/01/2004		J(1)		4,977,872	D	(12)	0	D(5)(10)(11)
Common Stock	07/01/2004		J(1)		1,100,721	D	(12)	342,305	D(6)(10)(11)
Common Stock	07/01/2004		J(1)		2,689,265	D	(12)	0	D(7)(10)(11)
Common Stock	07/01/2004		J(1)		255,065	D	(12)	0	D(8)(10)(11)
Common Stock								9,005,341	I	See footnotes(9)(10)(11)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ESL INVESTMENTS INC (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LAMPERT EDWARD S (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CROWLEY WILLIAM C (Last) (First) (Middle) 200 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On July 1, 2004, ESL Limited ("Limited") contributed 4,977,872 shares of Common Stock and its limited partnership interests in ESL Institutional Partners, L.P. ("Institutional"), KP I Partners, L.P. ("KPI") and KP II Partners, L.P. ("KPII") to ESL Partners, L.P. ("Partners") in exchange for a limited partnership interest in Partners, following which (i) Institutional distributed 1,100,721 shares of Common Stock to Partners, (ii) KPI was dissolved and made liquidating distributions of 2,596,648 and 92,617 shares of Common Stock to Partners and ESL Investment Management, LLC ("ESLIM"), respectively, and (iii) KPII was dissolved and made liquidating distributions of 5,040, 246,969 and 3,056 shares of Common Stock to Partners, ESL Investors, L.L.C. ("Investors") and ESLIM, respectively.

2. These securities are owned by Partners.

3. These securities are owned by Investors.

4. These securities are owned by ESLIM.

5. These securities are owned by Limited.

6. These securities are owned by Institutional.

7. These securities are owned by KPI.

8. These securities are owned by KPII.

9. Includes (i) 182,235 shares held by ESL Investments, Inc. ("Investments"), (ii) 8,819,389 shares held by CBL Partners, L.P. ("CBL") and (iii) 3,717 shares held by Tynan, LLC ("Tynan").

10. This Form 4 is filed on behalf of Partners, Limited, Institutional, Investors, ESLIM, KPI, KPII, Investments, RBS Partners, L.P. ("RBS"), RBS Investment Management, LLC ("RBSIM"), Edward S. Lampert and William C. Crowley. RBS is the general partner of Partners and the manager of Investors. Investments is the general partner of RBS and CBL. ESLIM is the investment manager of Limited and the general partner of KPI and KPII. RBSIM is the general partner of Institutional. Mr. Lampert is a controlling stockholder of Investments and the managing member of ESLIM and RBSIM. Mr. Crowley is the President and Chief Operating Officer of Investments, a member of ESLIM and RBSIM and the sole member of Tynan.

11. Each of Partners, Institutional, Investors, Investments, CBL, Tynan, ESLIM, Investments, RBS, RBSIM, Mr. Lampert and Mr. Crowley may be deemed to be the beneficial owner of the securities reported herein. Limited, KPI and KPII ceased to be the beneficial owners of any shares of Common Stock as of July 1, 2004 and therefore expressly disclaim beneficial ownership of the securities reported herein. The total amount of securities reported as beneficially owned by Partners, Institutional, Investors, ESLIM, CBL and Tynan is greater than Investments', Mr. Lampert's or Mr. Crowley's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Partners and Investors is greater than RBS's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Institutional is greater than RBSIM's indirect pecuniary interest in such securities.

12. Not applicable.

Remarks:

The SEC's online filing system for Section 16 reports only permits ten reporting persons to file a joint report pursuant to Section 16. However, this Form 4 is filed on behalf of more than ten reporting persons. In accordance with instructions of the SEC (FAQ: Section 16 Electronic Reporting; Q.13), this Form 4 is being filed on behalf of two of the reporting persons, and an additional copy of this Form 4 is being filed contemporaneously herewith on behalf of the remaining reporting persons.

	/s/ William C. Crowley, President of ESL Investments, Inc.	07/01/2004
	/s/ Edward S. Lampert	07/01/2004
	/s/ William C. Crowley	07/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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