EXHIBIT 3.1




                                 AMENDMENT NO. 1

                                       TO

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                 AUTOBYTEL INC.

                             A DELAWARE CORPORATION

                                 AMENDMENT NO. 1

                                       TO

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                 AUTOBYTEL INC.
                             A DELAWARE CORPORATION





      Section 3.02 of Article III of the Amended and Restated Bylaws of
Autobytel Inc. is hereby amended in its entirety to read as follows:


      "Section 3.02 NUMBER. The authorized number of directors of the
Corporation shall be between six (6) members and fourteen (14) members until
changed by an amendment of this Section 3.02. Directors need not be stockholders
in the Corporation."






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                            CERTIFICATE OF SECRETARY

      The undersigned certifies:

            (1)   That the undersigned is duly elected and acting Secretary of
Autobytel Inc., a Delaware corporation (the "Corporation"); and

            (2)   That the foregoing Amendment No. 1 to the Amended and Restated
Bylaws was duly adopted by the Board of Directors at a meeting held on August
14, 2001.

      IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of the Corporation this 14th day of August 2001.


                                           /s/ Ariel Amir
                                          --------------------------
                                           Ariel Amir, Secretary


[SEAL]






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