<PAGE>   1

   As filed with the Securities and Exchange Commission on September 27, 2001

                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 Autobytel Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                 DELAWARE                                33-0711569
     (State or Other Jurisdiction of                  (I.R.S. Employer
      Incorporation or Organization)                 Identification No.)

          18872 MACARTHUR BLVD.                          92612-1400
            IRVINE, CALIFORNIA                           (Zip Code)
(Address of Principal Executive Offices)

               AUTOWEB.COM, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                   Ariel Amir
                  Executive Vice President and General Counsel
                                 Autobytel Inc.
                            18872 MacArthur Boulevard
                          Irvine, California 92612-1400
                     (Name and Address of Agent For Service)

                                 (949) 225-4500
          (Telephone Number, Including Area Code, of Agent for Service)

                 Please address a copy of all communications to:
                             Peter J. Tennyson, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                        695 Town Center Drive, 17th Floor
                        Costa Mesa, California 92626-1924
                            Telephone: (714) 668-6200

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
                                                             Proposed Maximum          Proposed            Amount of
 Title of Securities to be            Amount to be            Offering Price       Maximum Aggregate      Registration
        Registered                   Registered(1)             Per Share(2)        Offering Price(2)         Fee(3)
----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                      <C>                  <C>                     <C>
Common Stock, par value              72,251 shares                $00.72              $52,020.72             $13.01
$.001 per share, to be
issued under the
Autoweb.com, Inc. 1999
Employee Stock Purchase Plan
======================================================================================================================
</TABLE>

----------

(1)  Represents Shares of Autobytel Inc. (the "Registrant") issuable under the
     Autoweb 1999 Employee Stock Purchase Plan (the "Plan") on or before
     December 31, 2001. The maximum number of shares which may be issued under
     the Plan is subject to adjustment in accordance with certain anti-dilution
     and other provisions of the Plan. Accordingly, pursuant to Rule 416 under
     the Securities Act of 1933, as amended, this registration statement
     includes, in addition to the number of shares stated above, an
     indeterminate number of shares which may be subject to grant or otherwise
     issuable after the operation of any such anti-dilution and other
     provisions.

(2)  Calculated pursuant to Rule 457(h)(1) solely for the purpose of calculating
     the registration fee at an offering price of $.72, calculated pursuant to
     the Plan as 85% of $.83 per share (based on the average high and low sale
     prices per share, as reported on the NASDAQ National Market on September
     21, 2001).

(3)  The maximum aggregate offering price multiplied by .000250 (pursuant to the
     SEC's "EDGAR Filing Fee Information" based on $250 for each million dollars
     registered during the 2001 fiscal year).

================================================================================

<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

         *Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428(a)(1) of the Securities Act of 1933, as amended (the
         "Securities Act"), and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 2000;

        (b)     The description of the common stock contained in the
                Registrant's Final Prospectus filed pursuant to Rule 424 (b)(3)
                on March 29, 1999, pursuant to the Securities Act

        (c)     The Registrant's Current Report on Form 8-K dated January 26,
                2001 relating to its financial results for the quarter and year
                ended December 31, 2000;

        (d)     The Registrant's Current Report on Form 8-K dated April 11, 2001
                relating to its Acquisition Agreement with Autoweb.com, Inc.;

        (e)     The Registrant's Current Report on Form 8-K dated April 27, 2001
                relating to its financial results for the quarter ended March
                31, 2001;

        (f)     The Registrant's Amended Annual Report on Form 10-K/A dated
                April 27, 2001;

        (g)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 2001;

        (h)     The Registrant's Current Report on Form 8-K dated July 16, 2001
                relating to our anticipated results for the quarter ended June
                30, 2001;

        (i)     The Registrant's Joint Proxy Statement/Prospectus dated July 18,
                2001, forming part of the Registration Statement on Form S-4
                (File No. 333-607-98) filed on May 11, 2001 and amended on July
                17, 2001;

        (j)     The Registrant's First Supplement to its Joint Proxy
                Statement/Prospectus dated August 1, 2001 and filed on August 2,
                2001;

        (k)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended June 30, 2001;

        (l)     The Registrant's Current Report on Form 8-K dated July 27, 2001
                relating to its financial results for the quarter ended June 30,
                2001;

        (m)     Our Current Report On Form 8-K dated August 15, 2001 relating to
                the consummation of the merger with Autoweb.com, Inc.;

        (n)     Our Current Report on Form 8-K dated September 5, 2001 relating
                to guidance for the quarter ending December 31, 2001;

        (o)     The Registrant's Form 8-A filed on March 5, 1999, pursuant to
                Section 12(g) of the Securities Exchange Act of 1934, as amended
                (the "Exchange Act"); and

        (p)     The prospectus that relates to the 1999 Autoweb Employee Stock
                Purchase Plan.


<PAGE>   3
        In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents with the Commission.



ITEM 4.  DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by current law.

        Article IX of Autobytel's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors and officers to the
fullest extent permissible under Delaware law.

        Article VII of Autobytel's Bylaws provides for the indemnification of
officers and directors to the fullest extent permissible by the General
Corporation Law of the State of Delaware.

        In addition, Autobytel has entered into agreements to indemnify its
directors and offers. These agreements, among other things, indemnify
Autobytel's directors and officers for expenses including attorney's fees,
judgements, fines and settlement amounts incurred by any such person in any
action or proceeding arising out of such person's services as an officer or
director of Autobytel.

        Autobytel's directors and officers are entitled to indemnity under these
agreements if a reviewing party appointed by the board of directors determines
that such person is not entitled to be indemnified thereunder under applicable
law. In addition, Autobytel's directors and officers may not be indemnified for
expenses reasonably incurred regarding any claim related to the fact that such
person was a director or officer of Autobytel:

        (a) if the expenses result from acts, omissions or transactions for
which such person is prohibited from receiving indemnification;

        (b) if the claims were initiated or brought voluntarily by one of
Autobytel's directors or officers and not by way of defense, counterclaim or
cross claim; or

        (c) if a claim instituted by one of Autobytel's directors or officers or
by Autobytel to enforce or interpret the indemnity agreement was found to be
frivolous or made in bad faith by a court having jurisdiction over such matter.

        To the extent indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Autobytel as discussed above, Autobytel has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

        Autobytel has a director and officers' liability insurance policy
insuring its officeholders with respect to matters permitted by the Delaware
General Corporation Law. The policy is limited to liability of $20 million plus
legal fees.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable


<PAGE>   4
ITEM 8.  EXHIBITS

        The exhibits filed as part of this Registration Statement are as
follows:

<TABLE>
<CAPTION>
    Exhibit Number               Description of Exhibit
    --------------               ----------------------
<S>                              <C>
          4.1                    Amended and Restated Certificates of Incorporation of the Registrant.(1)(2)

          4.2                    Amended and Restated By-laws of the Registrant. (3)

          4.3                    Autoweb.com Inc. 1999 Employee Stock Purchase Plan. (4)

          5.1                    Opinion of Paul, Hastings, Janofsky & Walker LLP.

         23.1                    Consent of Arthur Andersen LLP.

         23.2                    Consent of Paul, Hastings, Janofsky & Walker LLP. (included in Exhibit 5.1)

         24.1                    Power of Attorney (included on the Signature Page).
</TABLE>

------------

(1)  Incorporated by reference to Exhibit 3.1 of the Registrant's registration
     statement on Form S-1, Registration No. 333-70621, originally filed with
     the Securities and Exchange Commission on January 15, 1999, and declared
     effective (as amended) on March 25, 1999 (the "Registration Statement").

(2)  Incorporated by reference to Exhibit 3.1 of Form 10-Q for the Quarter Ended
     June 30, 1999 filed with the Commission on August 12, 1999.

(3)  Incorporated by reference to Exhibit 3.1 of Form 10-Q for the Quarter Ended
     September 30, 2000 filed with the Commission on November 13, 2000.

(4)  Incorporated by reference to Exhibit 10.23 of Autoweb's Registration
     Statement on Form S-1, Registration No. 333-71177, originally filed with
     the Securities and Exchange Commission on January 26, 1999, and declared
     effective on March 22, 1999.

ITEM 9.  UNDERTAKINGS

(1) The Registrant hereby undertakes:

        (a)     To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)     To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of this Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in this
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) (and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of a
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective Registration
                        Statement;

                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in this
                        Registration Statement or any material change to such
                        information in this Registration Statement;

                        provided, however, that the undertakings set forth in
                        paragraphs (a)(i) and (a)(ii) above do not apply if the
                        information required to be included in a post-effective
                        amendment by those paragraphs is contained in periodic
                        reports filed with or furnished to the Commission by the


<PAGE>   5

                        Registrant pursuant to Section 13 or Section 15(d) of
                        the Exchange Act that are incorporated by reference in
                        this Registration Statement.

        (b)     That, for the purpose of determining any liability under the
                Securities Act, each post-effective amendment to this
                Registration Statement shall be deemed to be a new registration
                statement relating to the securities offered therein, and the
                offering of such securities at that time shall be deemed to be
                the initial bona fide offering thereof.

        (c)     To remove from registration by means of a post-effective
                amendment any of the securities being registered that remain
                unsold at the termination of the offering.

(2) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 of Part II of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>   6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on this 25th day of
September, 2001

                                       AUTOBYTEL INC.

                                       By: /s/  Mark W. Lorimer
                                           -------------------------------------
                                           MARK W. LORIMER
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark W. Lorimer, Hoshi Printer and Ariel
Amir, jointly and severally, his or her attorneys-in-fact, each with power of
substitution for him or her in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with the exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
Signature                                  Title                                       Date
---------                                  -----                                       ----
<S>                                        <C>                                         <C>
    /s/ Michael Fuchs
------------------------------------
    Michael Fuchs                          Chairman of the Board and Director          September 25, 2001

    /s/ Mark W. Lorimer                    President, Chief Executive Officer and      September 25, 2001
-------------------------------------      Director
    Mark W. Lorimer                        (Principal Executive Officer)

    /s/ Hoshi Printer
-------------------------------------
    Hoshi Printer                          Executive Vice President and Chief          September 25, 2001
                                           Financial Officer
                                           (Principal Financial Officer)

    /s/ Amit Kothari                       Vice President and Controller (Principal    September 25, 2001
--------------------------------------     Accounting Officer)
    Amit Kothari

    /s/ Robert S. Grimes                   Director                                    September 25, 2001
-------------------------------------
    Robert S. Grimes

    /s/ Jeffrey H. Coats                   Director                                    September 25, 2001
-------------------------------------
    Jeffrey H. Coats

--------------------------------------     Director
    Kenneth Orton

    /s/ Mark N. Kaplan                     Director                                    September 25, 2001
-------------------------------------
    Mark N. Kaplan

    /s/ Richard Post                       Director                                    September 25, 2001
-------------------------------------
    Richard Post

--------------------------------------     Director
    Peter Titz

    /s/ Jeffrey A. Schwartz                Director                                    September 25, 2001
-------------------------------------
    Jeffrey A. Schwartz

    /s/ Mark R. Ross                       Director                                    September 25, 2001
-------------------------------------
    Mark R. Ross
</TABLE>


<PAGE>   7

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
    Exhibit Number               Description of Exhibit
    --------------               ----------------------
<S>                              <C>
          4.1                    Amended and Restated Certificates of Incorporation of the Registrant.(1)(2)

          4.2                    Amended and Restated By-laws of the Registrant. (3)

          4.3                    Autoweb.com, Inc. 1999 Employee Stock Purchase Plan. (4)

          5.1                    Opinion of Paul, Hastings, Janofsky & Walker LLP.

         23.1                    Consent of Arthur Andersen LLP.

         23.2                    Consent of Paul, Hastings, Janofsky & Walker LLP. (included in Exhibit 5.1)

         24.1                    Power of Attorney (included on the Signature Page).
</TABLE>

------------

(1)     Incorporated by reference to Exhibit 3.1 of the Registrant's
        registration statement on Form S-1, Registration No. 333-70621,
        originally filed with the Securities and Exchange Commission on January
        15, 1999, and declared effective (as amended) on March 25, 1999 (the
        "Registration Statement").

(2)     Incorporated by reference to Exhibit 3.1 of Form 10-Q for the Quarter
        Ended June 30, 1999 filed with the Commission on August 12, 1999.

(3)     Incorporated by reference to Exhibit 3.1 of Form 10-Q for the Quarter
        Ended September 30, 2000 filed with the Commission on November 13, 2000.

(4)     Incorporated by reference to Exhibit 10.23 of Autoweb's Registration
        Statement on Form S-1, Registration No. 333- 71177, originally filed
        with the Securities and Exchange Commission on January 26, 1999, and
        declared effective on March 22, 1999.
[{"type": "S-8", "sequence": "1", "filename": "a76003ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23805}]
{"company-data": {"conformed-name": "AUTOBYTEL  INC", "cik": "0001023364", "assigned-sic": "5900", "irs-number": "330711569", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70334", "film-number": "1746623"}, "business-address": {"street1": "18872 MACARTHUR BLVD", "street2": "SUITE 200", "city": "IRVINE", "state": "CA", "zip": "92612-1400", "phone": "9492254500"}, "mail-address": {"street1": "AUTO BY TEL CORP", "street2": "18872 MACARTHUR BLVD 2ND FL", "city": "IRVINE", "state": "CA", "zip": "92612-1400"}, "former-company": [{"former-conformed-name": "AUTO BY TEL CORP", "date-changed": "19960920"}, {"former-conformed-name": "AUTOBYTEL COM INC", "date-changed": "19981230"}]}
1

   As filed with the Securities and Exchange Commission on September 27, 2001

                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 Autobytel Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                 DELAWARE                                33-0711569
     (State or Other Jurisdiction of                  (I.R.S. Employer
      Incorporation or Organization)                 Identification No.)

          18872 MACARTHUR BLVD.                          92612-1400
            IRVINE, CALIFORNIA                           (Zip Code)
(Address of Principal Executive Offices)

               AUTOWEB.COM, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                   Ariel Amir
                  Executive Vice President and General Counsel
                                 Autobytel Inc.
                            18872 MacArthur Boulevard
                          Irvine, California 92612-1400
                     (Name and Address of Agent For Service)

                                 (949) 225-4500
          (Telephone Number, Including Area Code, of Agent for Service)

                 Please address a copy of all communications to:
                             Peter J. Tennyson, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                        695 Town Center Drive, 17th Floor
                        Costa Mesa, California 92626-1924
                            Telephone: (714) 668-6200

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                             Proposed Maximum          Proposed            Amount of
 Title of Securities to be            Amount to be            Offering Price       Maximum Aggregate      Registration
        Registered                   Registered(1)             Per Share(2)        Offering Price(2)         Fee(3)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value              72,251 shares                $00.72              $52,020.72             $13.01
$.001 per share, to be
issued under the
Autoweb.com, Inc. 1999
Employee Stock Purchase Plan
======================================================================================================================
----------

(1)  Represents Shares of Autobytel Inc. (the "Registrant") issuable under the
     Autoweb 1999 Employee Stock Purchase Plan (the "Plan") on or before
     December 31, 2001. The maximum number of shares which may be issued under
     the Plan is subject to adjustment in accordance with certain anti-dilution
     and other provisions of the Plan. Accordingly, pursuant to Rule 416 under
     the Securities Act of 1933, as amended, this registration statement
     includes, in addition to the number of shares stated above, an
     indeterminate number of shares which may be subject to grant or otherwise
     issuable after the operation of any such anti-dilution and other
     provisions.

(2)  Calculated pursuant to Rule 457(h)(1) solely for the purpose of calculating
     the registration fee at an offering price of $.72, calculated pursuant to
     the Plan as 85% of $.83 per share (based on the average high and low sale
     prices per share, as reported on the NASDAQ National Market on September
     21, 2001).

(3)  The maximum aggregate offering price multiplied by .000250 (pursuant to the
     SEC's "EDGAR Filing Fee Information" based on $250 for each million dollars
     registered during the 2001 fiscal year).

================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

         *Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428(a)(1) of the Securities Act of 1933, as amended (the
         "Securities Act"), and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 2000;

        (b)     The description of the common stock contained in the
                Registrant's Final Prospectus filed pursuant to Rule 424 (b)(3)
                on March 29, 1999, pursuant to the Securities Act

        (c)     The Registrant's Current Report on Form 8-K dated January 26,
                2001 relating to its financial results for the quarter and year
                ended December 31, 2000;

        (d)     The Registrant's Current Report on Form 8-K dated April 11, 2001
                relating to its Acquisition Agreement with Autoweb.com, Inc.;

        (e)     The Registrant's Current Report on Form 8-K dated April 27, 2001
                relating to its financial results for the quarter ended March
                31, 2001;

        (f)     The Registrant's Amended Annual Report on Form 10-K/A dated
                April 27, 2001;

        (g)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 2001;

        (h)     The Registrant's Current Report on Form 8-K dated July 16, 2001
                relating to our anticipated results for the quarter ended June
                30, 2001;

        (i)     The Registrant's Joint Proxy Statement/Prospectus dated July 18,
                2001, forming part of the Registration Statement on Form S-4
                (File No. 333-607-98) filed on May 11, 2001 and amended on July
                17, 2001;

        (j)     The Registrant's First Supplement to its Joint Proxy
                Statement/Prospectus dated August 1, 2001 and filed on August 2,
                2001;

        (k)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended June 30, 2001;

        (l)     The Registrant's Current Report on Form 8-K dated July 27, 2001
                relating to its financial results for the quarter ended June 30,
                2001;

        (m)     Our Current Report On Form 8-K dated August 15, 2001 relating to
                the consummation of the merger with Autoweb.com, Inc.;

        (n)     Our Current Report on Form 8-K dated September 5, 2001 relating
                to guidance for the quarter ending December 31, 2001;

        (o)     The Registrant's Form 8-A filed on March 5, 1999, pursuant to
                Section 12(g) of the Securities Exchange Act of 1934, as amended
                (the "Exchange Act"); and

        (p)     The prospectus that relates to the 1999 Autoweb Employee Stock
                Purchase Plan.
3
        In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents with the Commission.

ITEM 4.  DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by current law.

        Article IX of Autobytel's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors and officers to the
fullest extent permissible under Delaware law.

        Article VII of Autobytel's Bylaws provides for the indemnification of
officers and directors to the fullest extent permissible by the General
Corporation Law of the State of Delaware.

        In addition, Autobytel has entered into agreements to indemnify its
directors and offers. These agreements, among other things, indemnify
Autobytel's directors and officers for expenses including attorney's fees,
judgements, fines and settlement amounts incurred by any such person in any
action or proceeding arising out of such person's services as an officer or
director of Autobytel.

        Autobytel's directors and officers are entitled to indemnity under these
agreements if a reviewing party appointed by the board of directors determines
that such person is not entitled to be indemnified thereunder under applicable
law. In addition, Autobytel's directors and officers may not be indemnified for
expenses reasonably incurred regarding any claim related to the fact that such
person was a director or officer of Autobytel:

        (a) if the expenses result from acts, omissions or transactions for
which such person is prohibited from receiving indemnification;

        (b) if the claims were initiated or brought voluntarily by one of
Autobytel's directors or officers and not by way of defense, counterclaim or
cross claim; or

        (c) if a claim instituted by one of Autobytel's directors or officers or
by Autobytel to enforce or interpret the indemnity agreement was found to be
frivolous or made in bad faith by a court having jurisdiction over such matter.

        To the extent indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Autobytel as discussed above, Autobytel has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

        Autobytel has a director and officers' liability insurance policy
insuring its officeholders with respect to matters permitted by the Delaware
General Corporation Law. The policy is limited to liability of $20 million plus
legal fees.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable
4
ITEM 8.  EXHIBITS

        The exhibits filed as part of this Registration Statement are as
follows:
Exhibit Number               Description of Exhibit
    --------------               ----------------------
4.1                    Amended and Restated Certificates of Incorporation of the Registrant.(1)(2)

          4.2                    Amended and Restated By-laws of the Registrant. (3)

          4.3                    Autoweb.com Inc. 1999 Employee Stock Purchase Plan. (4)

          5.1                    Opinion of Paul, Hastings, Janofsky & Walker LLP.

         23.1                    Consent of Arthur Andersen LLP.

         23.2                    Consent of Paul, Hastings, Janofsky & Walker LLP. (included in Exhibit 5.1)

         24.1                    Power of Attorney (included on the Signature Page).
------------

(1)  Incorporated by reference to Exhibit 3.1 of the Registrant's registration
     statement on Form S-1, Registration No. 333-70621, originally filed with
     the Securities and Exchange Commission on January 15, 1999, and declared
     effective (as amended) on March 25, 1999 (the "Registration Statement").

(2)  Incorporated by reference to Exhibit 3.1 of Form 10-Q for the Quarter Ended
     June 30, 1999 filed with the Commission on August 12, 1999.

(3)  Incorporated by reference to Exhibit 3.1 of Form 10-Q for the Quarter Ended
     September 30, 2000 filed with the Commission on November 13, 2000.

(4)  Incorporated by reference to Exhibit 10.23 of Autoweb's Registration
     Statement on Form S-1, Registration No. 333-71177, originally filed with
     the Securities and Exchange Commission on January 26, 1999, and declared
     effective on March 22, 1999.

ITEM 9.  UNDERTAKINGS

(1) The Registrant hereby undertakes:

        (a)     To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)     To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of this Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in this
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) (and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of a
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective Registration
                        Statement;

                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in this
                        Registration Statement or any material change to such
                        information in this Registration Statement;

                        provided, however, that the undertakings set forth in
                        paragraphs (a)(i) and (a)(ii) above do not apply if the
                        information required to be included in a post-effective
                        amendment by those paragraphs is contained in periodic
                        reports filed with or furnished to the Commission by the
5

                        Registrant pursuant to Section 13 or Section 15(d) of
                        the Exchange Act that are incorporated by reference in
                        this Registration Statement.

        (b)     That, for the purpose of determining any liability under the
                Securities Act, each post-effective amendment to this
                Registration Statement shall be deemed to be a new registration
                statement relating to the securities offered therein, and the
                offering of such securities at that time shall be deemed to be
                the initial bona fide offering thereof.

        (c)     To remove from registration by means of a post-effective
                amendment any of the securities being registered that remain
                unsold at the termination of the offering.

(2) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 of Part II of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on this 25th day of
September, 2001

                                       AUTOBYTEL INC.

                                       By: /s/  Mark W. Lorimer
                                           -------------------------------------
                                           MARK W. LORIMER
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark W. Lorimer, Hoshi Printer and Ariel
Amir, jointly and severally, his or her attorneys-in-fact, each with power of
substitution for him or her in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with the exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature                                  Title                                       Date
---------                                  -----                                       ----
/s/ Michael Fuchs
------------------------------------
    Michael Fuchs                          Chairman of the Board and Director          September 25, 2001

    /s/ Mark W. Lorimer                    President, Chief Executive Officer and      September 25, 2001
-------------------------------------      Director
    Mark W. Lorimer                        (Principal Executive Officer)

    /s/ Hoshi Printer
-------------------------------------
    Hoshi Printer                          Executive Vice President and Chief          September 25, 2001
                                           Financial Officer
                                           (Principal Financial Officer)

    /s/ Amit Kothari                       Vice President and Controller (Principal    September 25, 2001
--------------------------------------     Accounting Officer)
    Amit Kothari

    /s/ Robert S. Grimes                   Director                                    September 25, 2001
-------------------------------------
    Robert S. Grimes

    /s/ Jeffrey H. Coats                   Director                                    September 25, 2001
-------------------------------------
    Jeffrey H. Coats

--------------------------------------     Director
    Kenneth Orton

    /s/ Mark N. Kaplan                     Director                                    September 25, 2001
-------------------------------------
    Mark N. Kaplan

    /s/ Richard Post                       Director                                    September 25, 2001
-------------------------------------
    Richard Post

--------------------------------------     Director
    Peter Titz

    /s/ Jeffrey A. Schwartz                Director                                    September 25, 2001
-------------------------------------
    Jeffrey A. Schwartz

    /s/ Mark R. Ross                       Director                                    September 25, 2001
-------------------------------------
    Mark R. Ross
7

                                  EXHIBIT INDEX
Exhibit Number               Description of Exhibit
    --------------               ----------------------
4.1                    Amended and Restated Certificates of Incorporation of the Registrant.(1)(2)

          4.2                    Amended and Restated By-laws of the Registrant. (3)

          4.3                    Autoweb.com, Inc. 1999 Employee Stock Purchase Plan. (4)

          5.1                    Opinion of Paul, Hastings, Janofsky & Walker LLP.

         23.1                    Consent of Arthur Andersen LLP.

         23.2                    Consent of Paul, Hastings, Janofsky & Walker LLP. (included in Exhibit 5.1)

         24.1                    Power of Attorney (included on the Signature Page).
------------

(1)     Incorporated by reference to Exhibit 3.1 of the Registrant's
        registration statement on Form S-1, Registration No. 333-70621,
        originally filed with the Securities and Exchange Commission on January
        15, 1999, and declared effective (as amended) on March 25, 1999 (the
        "Registration Statement").

(2)     Incorporated by reference to Exhibit 3.1 of Form 10-Q for the Quarter
        Ended June 30, 1999 filed with the Commission on August 12, 1999.

(3)     Incorporated by reference to Exhibit 3.1 of Form 10-Q for the Quarter
        Ended September 30, 2000 filed with the Commission on November 13, 2000.

(4)     Incorporated by reference to Exhibit 10.23 of Autoweb's Registration
        Statement on Form S-1, Registration No. 333- 71177, originally filed
        with the Securities and Exchange Commission on January 26, 1999, and
        declared effective on March 22, 1999.