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 INVESTMENT MANAGEMENT LLC (Last) (First) (Middle) 200 GREENWICH AVE (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) 04/19/2006
	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, par value $0.01 per share	04/19/2006		S(1)		13,362,883	D	$23	37,230,401	I	See footnotes(2)(9)
Common Stock, par value $0.01 per share	04/19/2006		S(1)		90,411	D	$23	251,894	I	See footnotes(3)(9)
Common Stock, par value $0.01 per share	04/19/2006		S(1)		4,496,756	D	$23	12,528,441	I	See footnotes(4)(9)
Common Stock, par value $0.01 per share	04/19/2006		S(1)		2,329,409	D	$23	6,489,980	I	See footnotes(5)(9)
Common Stock, par value $0.01 per share	04/19/2006		S(1)		25,270	D	$23	70,403	I	See footnotes(6)(9)
Common Stock, par value $0.01 per share	04/19/2006		S(1)		982	D	$23	2,735	I	See Footnotes(7)(9)
Common Stock, par value $0.01 per share	04/19/2006		S(1)		48,133	D	$23	134,102	D(8)(9)

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 INVESTMENT MANAGEMENT LLC (Last) (First) (Middle) 200 GREENWICH AVE (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* RBS PARTNERS L P /CT (Last) (First) (Middle) ONE LAFAYETTE PLACE (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) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CROWLEY WILLIAM C (Last) (First) (Middle) 110 SE 6TH ST.- 20TH FLOOR (Street) FT. LAUDERDALE FL 33301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RBS INVESTMENT MANAGEMENT LLC (Last) (First) (Middle) 200 GREENWICH AVE (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. These shares of common stock, par value $0.01 per share ("Shares"), of AutoNation, Inc. (the "Issuer") were sold to the Issuer in a tender offer.

2. These Shares are held by ESL Partners, L.P. ("Partners").

3. These Shares are held by ESL Institutional Partners, L.P. ("Institutional").

4. These Shares are held by ESL Investors, L.L.C. ("Investors").

5. These Shares are held by CBL Partners, L.P. ("CBL").

6. These Shares are held by ESL Investment Management, LLC ("ESLIM").

7. These Shares are held by Tynan, LLC ("Tynan").

8. These Shares are held by ESL Investments, Inc. ("Investments"). The 134,102 Shares reported are held directly by Investments. This number does not include the following additional Shares as to which Investments may be deemed to have a pecuniary interest: 37,230,401 Shares held by Partners, 251,894 Shares held by Institutional, 12,528,441 Shares held by Investors and 6,489,980 Shares held by CBL.

9. This Form 4 is filed on behalf of a group consisting of Partners, Institutional, Investors, CBL, ESLIM, Tynan, 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 managing member of Investors. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and CBL and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments and the managing member of ESLIM. Mr. Crowley is the President and Chief Operating Officer of Investments and the sole member of Tynan. Because the Securities and Exchange Commission cannot accept more than ten reporting persons in a Form 4 filing, Investments, Partners, Institutional, Investors, CBL and Tynan are included as reporting persons on a separately filed Form 4 containing the same information as this filing.

Remarks:

Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

	Theodore W. Ullyot, EVP & General Counsel	04/21/2006
	** Signature of Reporting Person	Date
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