SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

Autobytel Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05275N106

(CUSIP Number)

Dennis R. Cassell, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5319

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 19, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS

	Item 3. Source and Amount of Funds or Other Consideration.
	Item 4. Purpose of the Transaction.
	Item 7. Material to be Filed as Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.8

     This Amendment No. 3 reflects changes to the information in the Schedule 13D relating to the common stock of the issuer filed November 24, 2008 by the reporting persons with the Commission, as amended by Amendment No. 1 thereto filed December 12, 2008 and Amendment No. 2 thereto filed April 20, 2009 (as amended, the “Schedule 13D”). Each capitalized term used and not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

     “Versata used approximately $1,540,519.37 of Versata’s working capital to purchase the shares of common stock of the issuer reported as beneficially owned by Versata herein.

     Trilogy originally committed to provide for the funds necessary to purchase the securities tendered in the tender offer. Based upon the issuer’s filings with the Commission, Trilogy estimated that funds in the amount of approximately $15.0 million would have been necessary to purchase such securities. The tender offer was not subject to any financing condition.

     The third-party tender offer expired at 12:01 a.m., New York City time, on Tuesday, May 19, 2009. No shares were purchased by Infield Acquisition pursuant to the tender offer, and all shares previously tendered and not withdrawn will be promptly returned as required by law.

     The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein. The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.”

Item 4. Purpose of the Transaction.

     Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

     “On April 20, 2009, Infield Acquisition commenced a third-party tender offer for all of the issued and outstanding shares of common stock of the issuer, together with the associated stock purchase rights, at a net price per Share equal to $0.35 in cash (without interest and subject to applicable withholding taxes) upon the terms and subject to the conditions set forth in the Tender Offer Statement on Schedule TO-T filed April 20, 2009 by Infield Acquisition with the Commission and the related Offer to Purchase dated April 20, 2009 and Letter of Transmittal and each other document filed as an exhibit to the Schedule TO-T. Trilogy Enterprises (a) notified the issuer of the tender offer pursuant to a letter dated April 20, 2009 from Trilogy Enterprises to the issuer’s President and Chief Executive Officer, Jeffrey H. Coats, and the issuer’s board of directors and (b) announced the tender offer pursuant to a press release dated April 20, 2009 issued by Trilogy Enterprises. The Schedule TO-T (including each exhibit thereto), the Offer to Purchase, the Letter of Transmittal, the letter dated April 20, 2009, and the press release are furnished herewith as exhibits hereto and are incorporated herein by reference.

     The third-party tender offer expired at 12:01 a.m., New York City time, on Tuesday, May 19, 2009. No shares were purchased by Infield Acquisition pursuant to the tender offer, and all shares previously tendered and not withdrawn will be promptly returned as required by law.

     On May 19, 2009, Infield Acquisition filed an amendment to the Schedule TO-T with the Commission reporting the results of the tender offer. Trilogy Enterprises sent a letter dated May 19, 2009 to the issuer’s President and Chief Executive Officer, Jeffrey, H. Coats, and the issuer’s board of directors. The amendment to the Schedule TO-T (including each exhibit thereto) and the letter dated May 19, 2009 are furnished herewith as exhibits hereto and are incorporated herein by reference.

     Each reporting person plans to review their investment in the issuer on a continuing basis. Subject to the tender offer and depending upon each factor discussed below and each other factor that is or may become relevant,

each reporting person plans to consider: (i) acquiring additional shares of common stock of the issuer in open market or privately negotiated transactions; (ii) making a proposal or proposals to acquire more (or potentially all) of the equity interests in the issuer, including, without limitation, directly from certain (or potentially all) of the security holders of the issuer; (iii) making a proposal or proposals relating to the acquisition of certain (or potentially all) of the assets of the issuer; (iv) making a shareholder proposal or proposals to request that the issuer consider one or more extraordinary transactions, such as a merger; (v) selling all or part of the securities of the issuer owned by such reporting person in open market or privately negotiated transactions; and (vi) one or more combinations of the foregoing.

     Subject to the tender offer, any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, the results of the tender offer, current and anticipated future trading prices of the common stock, the financial condition, results of operations and prospects of the issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently contemplated by each reporting person with respect to the issuer, the foregoing is subject to change at any time and dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken.

     The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein. The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.”

Item 7. Material to be Filed as Exhibits.

     Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

     The following exhibits are filed as exhibits hereto:

Exhibit	Description of Exhibit
24.1	Joint Filing Agreement and Power of Attorney (incorporated herein by reference from Amendment No. 2 of the Schedule 13D filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.1	Additional Information (incorporated herein by reference from Amendment No. 2 of the Schedule 13D filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.2	Schedule TO-T (incorporated herein by reference from the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.3	Offer to Purchase dated April 20, 2009 (incorporated herein by reference from Exhibit 99.1(a)(1)(A) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.4	Form of Letter of Transmittal (incorporated herein by reference from Exhibit 99.1(a)(1)(B) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.5	Letter dated April 20, 2009 from Trilogy Enterprises, Inc. to the issuer (incorporated herein by reference from Exhibit 99.1(a)(5)(A) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.6	Press Release issued April 20, 2009 by Trilogy Enterprises, Inc. (incorporated herein by reference from Exhibit 99.1(a)(5)(B) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)

Exhibit	Description of Exhibit
99.7	Schedule TO-T/A (incorporated herein by reference from the Schedule TO-T/A filed May 19, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.8	Letter dated May 19, 2009 from Trilogy Enterprises, Inc. to the issuer (furnished herewith)

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Infield Acquisition, Inc.
By:	/s/ Sean P. Fallon
	Name:	Sean P. Fallon
	Title:	Attorney-in-Fact
	Date:	May 19, 2009

Trilogy Enterprises, Inc.
By:	/s/ Sean P. Fallon
	Name:	Sean P. Fallon
	Title:	Attorney-in-Fact
	Date:	May 19, 2009

Versata Enterprises, Inc.
By:	/s/ Sean P. Fallon
	Name:	Sean P. Fallon
	Title:	Attorney-in-Fact
	Date:	May 19, 2009

Trilogy, Inc.
By:	/s/ Sean P. Fallon
	Name:	Sean P. Fallon
	Title:	Attorney-in-Fact
	Date:	May 19, 2009

Joseph A. Liemandt
By:	/s/ Sean P. Fallon
	Name:	Sean P. Fallon
	Title:	Attorney-in-Fact
	Date:	May 19, 2009

EXHIBIT INDEX

Exhibit	Description of Exhibit
24.1	Joint Filing Agreement and Power of Attorney (incorporated herein by reference from Amendment No. 2 of the Schedule 13D filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.1	Additional Information (incorporated herein by reference from Amendment No. 2 of the Schedule 13D filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.2	Schedule TO-T (incorporated herein by reference from the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.3	Offer to Purchase dated April 20, 2009 (incorporated herein by reference from Exhibit 99.1(a)(1)(A) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.4	Form of Letter of Transmittal (incorporated herein by reference from Exhibit 99.1(a)(1)(B) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.5	Letter dated April 20, 2009 from Trilogy Enterprises, Inc. to the issuer (incorporated herein by reference from Exhibit 99.1(a)(5)(A) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.6	Press Release issued April 20, 2009 by Trilogy Enterprises, Inc. (incorporated herein by reference from Exhibit 99.1(a)(5)(B) to the Schedule TO-T filed April 20, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.7	Schedule TO-T/A (incorporated herein by reference from the Schedule TO-T/A filed May 19, 2009 by Infield Acquisition, Inc. with the Commission related to the tender offer by Infield Acquisition, Inc. for common stock of the issuer)
99.8	Letter dated May 19, 2009 from Trilogy Enterprises, Inc. to the issuer (furnished herewith)

EX-99.8

EXHIBIT 99.8

LETTER DATED MAY 19, 2009 FROM TRILOGY ENTERPRISES TO ISSUER

May 19, 2009

Autobytel Inc.
18872 MacArthur Boulevard, Suite 200
Irvine, California 92612-1400
Attention: Mr. Jeffrey H. Coats, President and Chief Executive Officer

Ladies and Gentlemen:

We have reviewed Autobytel’s response to our recently expired tender offer. We are disappointed in Autobytel’s categorical refusal to engage us in discussions that may result in improving shareholder value. You have made it clear that you are not willing to negotiate. Given that, we elected not to increase our tender offer price and allowed the tender offer to expire unchanged.

In addition, we find Autobytel’s accusation that we have used confidential information in conjunction with our tender offer to be wholly irresponsible and baseless. It is difficult to comprehend Autobytel’s objective in making such an accusation.

We have noted that the Board believes the break-up value of Autobytel is “substantially in excess of the offers made...during the sale process”. We ask that the Board communicate to its shareholders the break-up value of Autobytel, such that shareholders can determine if that is the best course to maximize value.

We further note that Autobytel’s stock traded approximately 7 million shares during the tender offer. This is significantly in excess of normal trading volumes and provides evidence that shareholders do want liquidity.

We will continue to evaluate your business, its cash position, and its operating performance. We have noted your views regarding your cash position. We do agree that maintaining and growing cash from operations is important.

The automotive business continues to announce bad news daily. Dealerships are consolidating and the viability of key manufacturers is uncertain. We believe that now is the time for Autobytel to preserve as much shareholder value as possible. We cannot negotiate if the Board is unwilling. Accordingly, we elected not to extend our offer.

Regards,

Trilogy Enterprises, Inc.
By:	/s/ Sean P. Fallon
	Sean Fallon
	Senior Vice President