AutoNation (AN)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 26, 2006, Mr. Craig T. Monaghan submitted his resignation as Executive Vice President and Chief Financial Officer of AutoNation, Inc. (the "Company") effective on August 31, 2006. Mr. Monaghan has accepted the position of Chief Financial Officer for Sears Holdings Corporation commencing on September 1, 2006. The Company will commence a national search for the Chief Financial Officer position immediately.

On July 26, 2006, Mr. J. Alexander McAllister, Vice President and Corporate Controller of the Company, was appointed to serve as Interim Chief Financial Officer of the Company effective September 1, 2006. Mr. McAllister will continue to serve as Vice President and Corporate Controller during his tenure as Interim Chief Financial Officer. It is expected that Mr. McAllister will serve as Interim Chief Financial Officer of the Company until the earlier of December 31, 2006 and the date on which a new Chief Financial Officer is appointed by the Board of Directors and has taken office. In addition, on July 25, 2006, Mr. McAllister notified the Company of his decision to retire from the Company on December 31, 2006. Mr. McAllister had independently approached the Company about retiring for personal reasons unrelated to the Company or Mr. Monaghan’s resignation.

Mr. McAllister, age 41, has served as the Company's Vice President – Corporate Controller since July 2001. For approximately six years prior to joining the Company, Mr. McAllister served in various finance and accounting positions with Kellogg Company, including Vice President – Finance of an operating unit. Mr. McAllister is a certified public accountant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On June 22, 2006, the Board of Directors of AutoNation, Inc. (the "Company") appointed Robert R. Grusky and Carlos A. Migoya to serve as directors of the Company and as members of the Company’s Audit Committee. A copy of the press release issued by the Company is attached as an exhibit hereto and incorporated herein by reference. The appointments, which are effective as of June 22, 2006, increase the size of the Company’s Board of Directors to nine (9) members and the Company’s Audit Committee to four (4) members. The appointments of Messrs. Grusky and Migoya to the Company’s Audit Committee cure the previously disclosed non-compliance by the Company with Section 303A.07(a) of the New York Stock Exchange ("NYSE") Listed Company Manual (which requires listed companies to have at least three (3) audit committee members) that resulted from the retirement on June 1, 2006 of a former director who served on the Audit Committee. Accordingly, the Company is fully compliant with applicable NYSE corporate governance standards.

The Board of Directors determined that Messrs. Grusky and Migoya qualify as independent under the director independence standard set forth in the AutoNation, Inc. Corporate Governance Guidelines and under applicable NYSE corporate governance standards. The Board of Directors also determined that Messrs. Grusky and Migoya meet all qualifications to serve on the Audit Committee under applicable rules of the Securities and Exchange Commission ("SEC") and NYSE governing audit committee members, and that Mr. Grusky is an "audit committee financial expert" under applicable SEC standards.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Mr. J.P. Bryan, who has served as a director of AutoNation, Inc. (the "Company") since 1991, informed the Company on April 25, 2006, that he will retire from the Company's Board of Directors (the "Board") when his term expires on June 1, 2006, the date of the Company's 2006 Annual Meeting of Stockholders (the "Annual Meeting"), and has therefore declined to stand for re-election. Mr. Bryan will continue to serve as a member of the Board and as Chair of the Board's Audit Committee until the date of the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 27, 2005, the Company’s Board of Directors appointed Michael E. Maroone to serve as a director of the Company. The appointment, which was effective as of July 27, 2005, increases the size of the Company’s Board of Directors to eight (8) members. A copy of the press release issued by the Company is attached as an exhibit hereto and incorporated herein by reference.