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                                         Filed by autobytel.com inc.
                                         Pursuant to Rule 425 under the
                                         Securities Act of 1933 and deemed
                                         filed pursuant to Rule 14a-12 of
                                         the Securities and Exchange Act of 1934

                                         Subject Company: Autoweb.com, Inc.
                                         Commission File No. 000-25577



AT AUTOBYTEL.COM:
Geri Weinfeld, Director, Investor Relations
Geriw@autobytel.com
949/225-4553

Melanie Webber, Director, Corporate Communications
Melaniew@autobytel.com
949/862-3023


AUTOBYTEL.COM ANNOUNCES ANTICIPATED RESULTS FOR THE SECOND QUARTER AND OUTLOOK
TO ACHIEVE PROFITABILITY


Irvine, CA - July 16, 2001 -- Autobytel.com (Nasdaq:ABTL) today announced
anticipated second quarter 2001 results and updated guidance for profitability.

ANTICIPATED SECOND QUARTER RESULTS

Autobytel.com announced that weaker than expected market conditions impacted its
financial performance during the second quarter. For the second quarter, the
company expects to report revenues of approximately $15.5 million to $16
million, an EBITDA per common share of approximately $(0.25) to $(0.29),
excluding the charges discussed below, and a net loss per common share of
approximately $(0.13) to $(0.17), excluding the charges discussed below. The
company expects to report a second quarter net loss per share of approximately
$(1.75) to $(1.85), including the charges.

As of June 30, 2001, the company expects to report a cash balance of
approximately $67 million, of which approximately $37 million is at
Autobytel.com and approximately $30 million represents funds of Autobytel Europe
(ABTE) and is reserved for the operations of ABTE. Cash on hand at ABTE may be
reduced substantially as a result of ongoing discussions with other investors in
ABTE. Cash used by Autobytel.com (excluding cash used by ABTE) in the second
quarter is estimated to have been approximately $3.6 million.

The company attributed the lower than expected results to the economic
environment which has unfavorably impacted dealer expenditures on online
marketing. In addition, softness in the advertising market lead to an inability
to sell off previously committed to television time and a longer than expected
renegotiating process of the economic terms of some of its affiliate
relationships.

CHARGES

The company expects to take charges totaling approximately $34 million in the
second quarter. The estimated charges are comprised of $22 million related to
the write-down of goodwill booked in connection with its acquisition of
CarSmart, $6 million related to

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costs associated with obsolete international software and the write-off of
investments in certain ventures, $5 million related to the previously announced
restructuring of ABTE, and $1 million related to contract terminations and other
costs.

In light of the current business outlook, the company is taking a charge in the
second quarter to reflect the write down of substantially all of the goodwill
related to the acquisition of CarSmart. The result of this action adjusts the
asset value on the company's books for the acquisition to reflect current market
valuations.

The write-off of obsolete software relates to newly developed software that is
expected to replace and upgrade existing international software. The company
also decided to write-off investments in certain European joint ventures largely
due to difficulty in obtaining third party capital.

The charges expected to be taken by Autobytel.com in connection with the
previously announced restructuring of ABTE relate primarily to significant staff
reductions at ABTE.

Also, as previously announced, the restructuring may lead to changes in ABTE's
capital structure because of the reduction of its business activities.
Autobytel.com is currently discussing the future capital structure of ABTE with
other investors in ABTE. Changes to the capital structure could reduce
substantially the cash on hand at ABTE and could require the company to take
additional non-cash charges that may be material. Autobytel.com does not
anticipate contributing additional cash to ABTE above the $5 million it
initially contributed.


OUTLOOK

Mark Lorimer, CEO and President of Autobytel.com commented, "Given the current
market conditions, we believe we will reach EBITDA break-even in the fourth
quarter of 2001 on a combined basis with Autoweb." The Autoweb transaction is
expected to close in the third quarter.

"With the anticipated close of the Autoweb deal this quarter, we believe that we
are solidly positioned to continue to move our knowledge base and expertise even
further into creating advantage for our automotive partners. By building on what
we do best --driving online car buyers to dealers and leveraging our expertise
in automotive e-commerce to help major industry players negotiate this
territory--Autobytel can continue to strengthen its position as a major driver
of the future of online automotive commerce," concluded Lorimer.

The company intends to provide updated guidance for the third quarter shortly
after the expected closing of the Autoweb transaction this quarter.

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ABOUT AUTOBYTEL.COM INC.
autobytel.com inc. (Nasdaq:ABTL), the global leader in online automotive
commerce, brings car buyers, owners, and sellers together in a trusted
environment, empowered by the Internet. Through its extensive automotive content
and multiple purchasing, financing, insurance and service options, Autobytel.com
offers consumers choice and peace of mind throughout the automotive lifecycle,
while providing its network of accredited dealers and automotive services
partners the most efficient way to reach online car buyers and owners.
Autobytel.com has networks of dealers nationwide and is the seventh largest
generator of automotive sales in the United States, just behind GM, Ford,
DaimlerChrysler, Toyota, Honda and Nissan. Headquartered in Irvine, California,
Autobytel.com is recognized as the company that transformed the $1 trillion new
car industry when it invented online car buying.


The statements contained in this press release that are not historical facts are
forward-looking statements under the federal securities laws. These
forward-looking statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions that are difficult to predict.
Actual outcomes and results may differ materially from what is expressed in, or
implied by, such forward-looking statements. Autobytel.com undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise. Among the important
factors that could cause actual results to differ materially from those
expressed in, or implied by, the forward-looking statements are changes in
general economic conditions, increased or unexpected competition, that actual
costs and expenses of the actions discussed above in this press release exceed
the charges expected to be taken by the company, the company's failure to
realize anticipated synergies related to the proposed merger with Autoweb and
difficulties associated with successfully integrating the parties' businesses
and technologies if the merger is completed, changes in laws and regulations and
other matters disclosed in Autobytel.com's filings with the Securities and
Exchange Commission. Investors are strongly encouraged to review our annual
report on Form 10-K for the year ended December 31, 2000, and other filings with
the Securities and Exchange Commission for a discussion of risks and
uncertainties that could affect operating results and the market price of our
stock.