POWER OF ATTORNEY

            I, Philip R. Johnson, hereby appoint Elizabeth Chandler and Darlene

Quashie of Asbury Automotive Group, Inc. (the "Company"),

and each

and either of them my attorneys-in-fact to:

      1. execute on my behalf, Forms 3, 4 and 5 (the "Form" or "Forms") in

accordance with Section 16(a) of the Securities Exchange Act of 1934 and the

rules thereunder, which execution may include the insertion of my typed name on

the signature line of any Form;

      2. perform any and all acts on my behalf which may be necessary or

desirable to complete and execute any Form and timely file such Form with the

United States Securities and Exchange Commission and any stock exchange or

similar authority; and

      3. take any other action in connection with the foregoing which, in

the opinion of such attorneys-in-fact may be of benefit to, in the best interest

of,

or legally required by me, it being understood that the documents executed by

such attorneys-in-fact on my behalf pursuant to this Power of Attorney shall be

in

such form and shall contain such terms and conditions as such attorneys-in-fact

may approve in their discretion.

            I grant to the attorneys-in-fact full power and authority to do and

perform

any act necessary or proper to be done in the exercise of any of the rights and

powers

herein granted, as fully to all intents and purposes as I might or could do if

personally

present.  I ratify and confirm all that such attorneys-in-fact shall lawfully do

by the rights

and powers granted by this Power of Attorney.  The attorneys-in-fact shall have

full

power of substitution or revocation.

            I acknowledge that the attorneys-in-fact, in serving in such

capacity at my

request, are not assuming, nor is the Company assuming, any of my

responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934.

            This Power of Attorney shall remain in full force and effect until I

am no

longer required to file the Forms with respect to my holding of and transactions

in

securities issued by the Company, unless I earlier revoke it in writing

delivered to the

foregoing attorneys-in-fact.

By:  /s/ Michael Kearney



Name: Philip R. Johnson



Date: December 2, 2009