Mail Stop 3561

									December 20, 2005


Mr. Michael J. Jackson
Chairman and Chief Executive Officer
AutoNation, Inc.
110 S.E. 6th Street
Fort Lauderdale, FL 33301

      Re:	AutoNation, Inc.
      Form 10-K for the Fiscal Year Ended December 31, 2004
      Filed February 24, 2005
      File No. 0-13107

Dear Mr. Jackson:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Please provide a written response to
our
comments.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Financial Statement and Supplementary Data

Consolidated Statements of Cash Flows, page 46

1. We note that floorplan financing is provided primarily by
manufacturers` captive finance subsidiaries.  Please tell us the
aggregate amounts of cash inflows and cash outflows under
floorplan
facilities related to vehicles that are not purchased from the
manufacturer providing the floorplan financing via its captive
finance subsidiary for each year presented.  Please also tell us
your
basis in GAAP for classifying those cash flows as cash flows from
operating activities as opposed to financing activities.  Please
refer to paragraph 23(a) of SFAS 95.  Please also see AICPA TIS
Section 1300.16 for further guidance.  It appears that borrowings
and
repayments under floor plan facilities related to vehicles not
purchased from the manufacturer providing the floorplan financing
should be classified in financing activities.  Please advise.

Notes to Consolidated Financial Statements

Consolidated Statements of Cash Flows, page 46

2. We note that you disclose cash used in discontinued operations
as
a separate line item.  Under the provisions of SFAS 95, all cash
flows must be reported as an operating, investing or financing
activity.  Please revise to identify cash flows from discontinued
operations for each category.  Alternatively, you may:

* Combine cash flows from discontinued operations with cash flows
from continuing operations within each category;

* Identify cash flows from discontinued operations within each
category; or

* Identify operating cash flows from discontinued operations
within
the operating category and combine investing and financing cash
flows
from discontinued operations with cash flows from continuing
operations within each of those categories.

3. We note your disclosure in Note 18 on page 67 that you
reclassified certain amounts, including certain items related to
your
former loan underwriting business, from investing activities to
operating activities.  Please tell us the items and their amounts
reclassified for each year presented.  Please also tell us why the
adjustments were characterized as reclassifications as opposed to
error corrections in accordance with paragraph 36 of APB 20.

Note 1. Summary of Significant Accounting Policies

Basis of Presentation, page 47

4. Please tell us in detail how you determined that the company
has
only one reportable segment under the guidance in SFAS 131.  In
doing
so, tell us each component of the company that has been identified
as
an operating segment as defined in paragraph 10 of SFAS 131.
Please
also tell us why it is appropriate to aggregate identified
operating
segments into a single reportable segment based on the criteria in
paragraph 17 of SFAS 131 and EITF 04-10.  Specifically address
your
dealership stores, your collision repair centers and your captive
insurance companies.  We assume that discrete financial
information
is available and reported to the chief operating decision maker
for
each dealership, collision repair center and insurance company
and/or
regional operation referred to on page 3 for purposes of resource
allocation and assessing performance.  If not, please advise.
Notwithstanding the preceding, please provide the disclosures
required by paragraph 26 of SFAS 131 in future filings.

Form 8-K filed October 27, 2005

5. We note that you disclose the per-share benefit from the
"resolution of certain tax matters" and earnings per share from
continuing operations excluding the per-share tax benefit from the
resolution of the tax matters.  We also note that you disclose net
income from continuing operations and related per-share amounts
excluding the effects of income tax adjustments and debt
repurchase
costs and that similar disclosure is included in Forms 8-K filed
on
July 28, 2005 and April 28, 2005.  As required by Release 33-8176,
please disclose the following information in future filings:

* the reasons why management believes that presentation of the
non-
GAAP financial measures provide useful information to investors
regarding your financial condition and results of operations; and

* to the extent material, the additional purposes, if any, for
which
management uses the non-GAAP financial measures that are not
otherwise disclosed.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

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

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Andrew Blume (Staff Accountant) at (202)
551-
3254 or William Thompson (Staff Accountant) at (202) 551-3344 if
you
have questions regarding the comments on the financial statements
and
related matters.  Please contact me at (202) 551-3716 with any
other
questions.


								Sincerely,



						William Choi
									Accounting Branch
Chief
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Mr. Michael J. Jackson
AutoNation, Inc.
December 21, 2005
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