8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 14, 2001
                                                          ---------------


                               AUTOBYTEL.COM INC.
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               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


          DELAWARE                   22239                    33-0711569
      ---------------          ----------------          ---------------------
      (STATE OR OTHER          (COMMISSION FILE             (IRS EMPLOYER
      JURISDICTION OF          NUMBER)                   IDENTIFICATION NO.)
      INCORPORATION)


            18872 MACARTHUR BOULEVARD, IRVINE, CALIFORNIA 92612-1400
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               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 225-4500


                               AUTOBYTEL.COM INC.
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          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

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ITEM 2. ACQUISITION.

Pursuant to an Acquisition Agreement dated as of April 11, 2001, by and among
Autobytel Inc. (formerly autobytel.com inc.), a Delaware corporation
("Autobytel"), Autobytel Acquisition I Corp., a Delaware corporation and
wholly-owned subsidiary of Autobytel ("Merger Sub"), and Autoweb.com, Inc., a
Delaware corporation ("Autoweb"), and the related Certificate of Merger executed
by Autoweb and filed with the Delaware Secretary of State on August 14, 2001,
Merger Sub merged with and into Autoweb and Autoweb became a wholly-owned
subsidiary of Autobytel (the "Merger"). The Merger closed on August 14, 2001. As
a result of the Merger, each outstanding share of Autoweb Common Stock was
cancelled and converted into the right to receive 0.3553 shares of Autobytel
Common Stock. No fractional shares will be issued and, in lieu thereof, the
holder will be paid cash equal to the fraction (after aggregating all fractional
shares held by such holder) multiplied by the average closing price of
Autobytel's Common Stock for the fifteen trading days immediately preceding the
closing date of the merger, as reported on the Nasdaq National Market.

An aggregate of 10,504,841 shares of Common Stock have been registered by
Autobytel for issuance in connection with the Merger, and options to purchase an
aggregate of approximately 1.3 million additional shares of Autobytel Common
Stock have been assumed by Autobytel in the Merger. Based on the closing price
of Autobytel Common Stock on the Nasdaq National Market on August 14, 2001, the
value of the shares of Common Stock issuable by Autobytel in the Merger was
approximately $10.6 million. The merger consideration was negotiated between the
parties.

Autoweb is a leading consumer automotive Internet service. Its Web site
centralizes an extensive collection of automotive-related commerce, content and
community offerings to assist consumers in researching, evaluating and buying
vehicles and automotive-related products and services such as insurance and
financing. In addition, Autoweb provides automotive content, Web hosting and
development services and sales automation services to vehicle manufacturers,
dealers and online partners. Autobytel intends to continue Autoweb's operations
as a wholly owned subsidiary of Autobytel.

ITEM 5. OTHER EVENTS.

At Autobytel's stockholders meeting held on August 14, 2001, Autobytel's
stockholders approved changing its name to Autobytel Inc.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)  Financial Statements of Business Acquired.

The following documents and information have been previously filed with the
Securities and Exchange Commission and have been omitted pursuant to General
Instruction B.3 of Form 8-K:

     (1) Balance sheet of Autoweb at December 31, 2000 and 1999 and the results
     of its operations and its cash flows for each of the three years in the
     period ended December 31, 2000, filed with Autobytel's Registration
     Statement on Form S-4 (Registration No. 333-60798).

     (2) Autoweb's Quarterly Report on Form 10-Q for the fiscal quarter ended
     June 30, 2001.

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(b)  Pro Forma Financial Information.

Included in Autobytel's Registration Statement on Form S-4 (File No. 333-60798),
as declared effective on July 18, 2001, are the following which have been
omitted pursuant to General Instruction B.3 of Form 8-K:

     o    the unaudited pro forma consolidated condensed balance sheet that
          presents the combined unaudited consolidated balance sheet of
          Autobytel as of March 31, 2001 and the unaudited balance sheet of
          Autoweb as of March 31, 2001;

     o    the unaudited pro forma consolidated condensed statements of
          operations that presents the combined unaudited consolidated statement
          of operations of Autobytel for the three months ended March 31, 2001
          and unaudited statement of operations of Autoweb for the three months
          ended March 31, 2001; and

     o    the unadited pro forma consolidated condensed statements of operations
          that presents the combined audited statement of operations of
          Autobytel for the year ended December 31, 2000 and the audited
          statement of operations of Autoweb for the year ended December 31,
          2000.

(c)  Exhibits.

The following exhibits are filed as a part of this report:

     2.1*      Acquisition Agreement dated as of April 11, 2001 by and among
               Autobytel, Merger Sub and Autoweb

     99.1      Press Release dated August 15, 2001 of Autobytel Inc.



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          *    Incorporated by reference to the exhibits to Autobytel's
               Registration Statement on Form S-4 (file no. 333-60798) as
               declared effective by the Securities and Exchange Commission on
               July 18, 2001.



                                   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.


Date: August 15, 2001                             AUTOBYTEL INC.


                                                  By: /s/ ARIEL AMIR
                                                      --------------------------
                                                      Ariel Amir
                                                      Executive Vice President
                                                      and General Counsel

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                                INDEX TO EXHIBITS


  Exhibit
   Number                     Description
  -------                     -----------

     2.1*      Acquisition Agreement dated as of April 11, 2001 by and among
               Autobytel, Merger Sub and Autoweb

     99.1      Press Release dated August 15, 2001 of Autobytel Inc.


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          *    Incorporated by reference to the exhibits to Autobytel's
               Registration Statement on Form S-4 (file no. 333-60798) as
               declared effective by the Securities and Exchange Commission on
               July 18, 2001.

EX-99.1

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                                                                    EXHIBIT 99.1


              AUTOBYTEL INC. COMPLETES ACQUISITION OF AUTOWEB.COM

            Combination Accelerates Evolution of Company's Business;
  Creates One of the Largest, Most Diversified Online Automotive Commerce and
                             Information Companies

IRVINE, CA - AUGUST 15, 2001 -- Autobytel Inc. (Nasdaq:ABTL) today announced
that it completed the acquisition of Autoweb.com. The acquisition creates one of
the world's largest, most diversified online automotive commerce and information
companies providing auto distributors and manufacturers with marketing, data,
technology and management services to help them sell cars, both online and off.

"Not only do we expect the combination of our businesses to yield cost savings
and revenue growth; but it will allow Autobytel Inc. to provide marketing, data,
technology and management services that can benefit every manufacturer and
dealership as they seek to increase market share through more efficient
processes," said Mark Lorimer, President and CEO of Autobytel Inc. "Just as
important, we have a dramatically expanded core customer base, including
Autobytel Inc.'s twenty-five manufacturer customers and approximately 6,000
subscribing dealers."

Lorimer cited Autobytel Inc.'s unparalleled expertise and success using the
Internet to market cars as the foundation of the company. He noted that some of
the ongoing strengths of the combined businesses forming Autobytel Inc. include:

o    advertising programs used by manufacturers and dealers to target customers
     during the decision making process;

o    powering manufacturer and portal auto channels with data and tools to help
     customers buy cars;

o    providing the technology to drive one of the most advanced inventory-based
     manufacturer's online car selling program to date;

o    generating billions of dollars in car sales for dealers through the
     company's popular websites.

"There's much more to the online automotive market than the online buying
service model we pioneered and continue to dominate," continued Lorimer. "With
this acquisition, our evolution towards becoming a company that does business
with every player in the automotive industry takes a giant step forward. We are
well positioned to continue to capitalize on the opportunities within the
business of building and supporting the automotive distribution and marketing
infrastructure."

He noted that the company's lead referral business is further bolstered by the
acquisition, with small overlap in the dealers and minimal website audience
cross-over(1) between Autobytel Inc.'s four consumer-facing brands. This offers
unique opportunities to both marketers and dealers looking to reach the broadest
car-buying audience.

"According to Media Metrix, Autobytel Inc. websites are receiving over three
million unique visitors a month(2) and Autobytel Inc. content and technology has
potential exposure to over 90 percent of total web traffic(3)," said Lorimer.
"Most of the sixty percent of all Americans who go online to research and shop
for a car will likely encounter Autobytel Inc. technology or content, or an
Autobytel Inc. brand, during the process."

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In addition to approving the acquisition, shareholders also approved Autobytel
Inc. as the new name of the expanded company.

Autoweb stockholders have the right to receive 0.3553 shares of Autobytel common
stock for each share of Autoweb common stock they own. Outstanding Autoweb
options will be assumed and become options for Autobytel shares, subject to the
share exchange ratio.

About Autobytel Inc.

Autobytel Inc. (Nasdaq:ABTL) is one of the world's largest, most diversified
online automotive commerce and information companies. As the company that owns
and operates Autobytel.com, Autoweb.com, Carsmart.com, Autosite.com, and AIC
(Automotive Information Center), Autobytel Inc.'s mission is to provide
marketing, data, technology and management services to benefit every
manufacturer and dealership. The company powers manufacturer and portal auto
channels with data and tools to help customers buy cars; provides advertising
programs for manufacturers and dealers to target customers; develops technology
to drive one of the most advanced inventory-based manufacturer's online car
selling program to date; and generates billions of dollars in car sales for
dealers through the company's popular websites.

Serving approximately 6,000 subscribing dealers and 25 international automotive
manufacturer customers, Autobytel Inc. websites are receiving approximately
three million unique visitors a month(2), and Autobytel Inc. content and
technology has potential exposure to over 90 percent of total web traffic(3). It
is estimated that the vast majority of the 60 percent of all Americans who go
online to research and shop for a car will encounter Autobytel Inc. content or
technology, or an Autobytel Inc. brand, during the process.

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(1)  Media Metrix July 2001Digital Media Audience Report (Over 99% unduplicated
     traffic between Autobytel.com, Autoweb.com, CarSmart.com and Autosite.com.)

(2)  Media Metrix July 2001 Digital Media Audience Report (Autobytel Inc.
     websites include Autobytel.com, Autoweb.com, CarSmart.com,
     Autoweb.com/Lycos co-branded pages and Autosite.com.)

(3)  Media Metrix July 2001 Digital Media Audience Report (Autobytel Inc.
     provides content to Yahoo.com, AOL websites, MSN.com and Lycos.com. The
     unduplicated audience of these four sites accounts for over 90 percent of
     total traffic.)

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, including statements about projected revenues and
expense savings, 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 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, the failure to realize anticipated
synergies, costs related to the merger, failure of the combined company to
retain and hire key employees, difficulties in successfully integrating the
businesses and technologies and other matters disclosed in Autobytel's filings
with the Securities and Exchange Commission. Investors are strongly encouraged
to review Autobytel's annual report on Form 10-K for the year ended December 31,
2000, and other reports on file with the Securities and Exchange Commission for
a discussion of risks and uncertainties that could affect operating results and
the market price of Autobytel's stock.

CONTACTS:      MEDIA

               Melanie Webber, Autobytel Inc., 949.862.3023
               (melaniew@autobytel.com) Betsy Isroelit, RBI Communications,
               Inc., 323.960.1360 ext. 17 (betsy@rbicom.com) Cassandra Cavanah,
               RBI Communications, Inc., 323.960.1360 ext. 30
               (cassandra@rbicom.com)

               INVESTOR RELATIONS

               Geri Weinfeld, Autobytel Inc., 949.225.4553 (geriw@autobytel.com)


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