FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SMITH BRYAN SCOTT
   2. Issuer Name and Ticker or Trading Symbol
SONIC AUTOMOTIVE INC [SAH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman and CSO
(Last)
(First)
(Middle)
C/O SONIC AUTOMOTIVE, INC., 5401 EAST INDEPENDENCE BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
02/20/2004
(Street)

CHARLOTTE, NC 28212		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Class A Common Stock 02/20/2004   C(1)   473 D $ 0 (1) 20,875 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock (2) 02/20/2004   C(1)   473     (2)   (2) Class A Common Stock 473 (1) 976,875 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SMITH BRYAN SCOTT
C/O SONIC AUTOMOTIVE, INC.
5401 EAST INDEPENDENCE BLVD.
CHARLOTTE, NC 28212		   X     Vice Chairman and CSO  

Signatures

 /s/ Bryan Scott Smith   02/23/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On February 20, 2004, Mr. Smith exchanged 473 shares of Sonic's Class A Common Stock beneficially owned by Mr. Smith for 473 shares of Sonic's Class B Common Stock beneficially owned by Egan Group, LLC (a member of the "Smith Group" as defined in Sonic's Charter). This transaction is being reported on Form 4 as a conversion exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16(b)-6(b) promulgated thereunder and related SEC guidance. On February 20, 2004, the closing price of Sonic Automotive, Inc.'s Class A Common Stock on the New York Stock Exchange was $23.62.
(2) Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a 1-for-1 basis at any time and from time to time at the option of the holder. Shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon transfer of the shares of Class B Common Stock to individuals or entities who are not members of the "Smith Group" as defined in Sonic's Charter.

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