<PAGE>   1
    As filed with the Securities and Exchange Commission on November 1, 1999.
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------


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

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


                               AUTOBYTEL.COM INC.
             (Exact Name of Registrant as Specified in Its Charter)

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

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


             1999 EMPLOYEE AND ACQUISITION RELATED STOCK OPTION PLAN
                            (Full title of the plan)

                                   ARIEL AMIR
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            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)

                                   COPIES TO:

                             THOMAS R. POLLOCK, ESQ.
                             BRIGITTE LIPPMANN, ESQ.
                      PAUL, HASTINGS, JANOFSKY & WALKER LLP
                                 399 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                            TELEPHONE: (212) 318-6000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                                        Proposed
                                                                     Proposed            Maximum
                                                 Amount To Be    Maximum Offering       Aggregate          Amount of
     Title of Securities To Be Registered        Registered(1)   Price Per Share(2)  Offering Price(2)  Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>                 <C>                <C>
Common Stock, par value $0.001................     1,500,000          $14.6875         $22,031,250         $6,125.00
=========================================================================================================================
</TABLE>

(1)  The number of shares of common stock, par value $0.001 per share (the
     "Common Stock"), stated above consists of the aggregate number of shares
     which may be sold upon the exercise of options which may hereafter be
     granted under the 1999 Employee and Acquisition Related Stock Option Plan
     (the "Plan"). The maximum number of shares which may be sold upon the
     exercise of such options granted under the Plan are 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, 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)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933. The fee is
     calculated on the basis of the average of the high and low sale prices per
     share of Common Stock as quoted on the Nasdaq National Market on October
     25, 1999 (within 5 business days prior to filing this Registration
     Statement).

================================================================================
<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following information filed with the Securities and Exchange Commission
(the "Commission") is incorporated herein by reference:


          1.   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").

          2.   The Registrant's final prospectus filed pursuant to Rule
     424(b)(3) on March 26, 1999, pursuant to the Securities Act of 1933, as
     amended (the "Securities Act").

          3.   The description of the common stock contained in the Registrant's
     final prospectus filed pursuant to Rule 424(b)(3) on March 26, 1999,
     pursuant to the Securities Act.

          4.   The Registrant's Current Report on Form 8-K dated April 29, 1999
     relating to its first quarter financial results.

          5.   The Registrant's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1999.

          6.   The Registrant's Registration Statement on Form S-8 filed on May
     6, 1999 pursuant to the Securities Act.

          7.   The Registrant's Current Report on Form 8-K dated July 29, 1999
     relating to its second quarter financial results and its entering into a
     definitive agreement to acquire W.G. Nichols Inc. and a related entity.

          8.   The Registrant's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 1999.

          9.   The Registrant's Current Report on Form 8-K dated October 4, 1999
     relating to the Registrant notifying W.G. Nichols Inc. that it had elected
     not to proceed with the previously announced acquisition of W.G. Nichols
     Inc. and a related entity.

          10.  The Registrant's Current Report on Form 8-K dated October 14,
     1999 relating to the Registrant entering into a definitive agreement to
     acquire A.I.N. Corporation.

          11.  The Registrant's Current Report on Form 8-K dated October 28,
     1999 relating to its third quarter financial results.

          In addition, all documents filed by the Registrant with the Commission
     pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
     the date of this registration statement 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. Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes of this
     registration statement to the extent that a statement contained herein or
     in any other subsequently filed document which also is or is deemed to be
     incorporated by reference herein modifies or supersedes such statement. Any
     statement so modified or superseded shall not be deemed, except as so
     modified or superseded, to constitute a part of this registration
     statement.

                                      II-1

<PAGE>   3

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable; the class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of the shares of common stock registered under
this registration statement has been passed upon for Autobytel.com by Paul,
Hastings, Janofsky & Walker LLP. Attorneys in the firm of Paul, Hastings,
Janofsky & Walker LLP own an aggregate of approximately 3,300 shares of common
stock.

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.com'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.com'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.

     Autobytel.com has entered into agreements to indemnify its directors and
officers. These agreements, among other things, indemnify Autobytel.com's
directors and officers for expenses including attorney's fees, judgments, 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.com.

     Autobytel.com's directors and officers shall not be 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.com'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.com:

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

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

     3)   if a claim instituted by one of Autobytel.com's directors or officers
          or by Autobytel.com 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.com
as discussed above, Autobytel.com 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.com 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.

                                      II-2

<PAGE>   4

ITEM 8. EXHIBITS.

     The exhibits filed as part of this registration statement are as follows:

<TABLE>
<CAPTION>
                                                                           SEQUENTIAL
  EXHIBIT NO.                         DESCRIPTION                            PAGE NO.
  -----------                         -----------                          ----------
<S>          <C>                                                           <C>
     3.1     Amended and Restated Certificate of Incorporation of the
             Registrant.(*)

     3.2     Amended and Restated By-laws of the
             Registrant.(*)

     4.1     Form of Common Stock Certificate.(*)

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

    10.1     1999 Employee and Acquisition Related Stock Option Plan.

    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>
----------
(*)  Incorporated by reference to 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.

ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

          A.   (1) 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 the 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 the
     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 prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20 percent 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 the registration statement or any
     material change to such information in the registration statement;

                                      II-3

<PAGE>   5

provided, however, that paragraphs (A) (1) (i) and (A) (1) (ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.

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

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

          B.   The undersigned 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.   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 foregoing provisions, or otherwise, the
Registrant has been advised 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. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred 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 of 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.

                                      II-4

<PAGE>   6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
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 November 1, 1999.


                                        autobytel.com inc.
                                        (Registrant)



                                        By: /s/ Mark W. Lorimer
                                            ------------------------------------
                                            Mark W. Lorimer
                                            Chief Executive Officer,
                                            President and Director


                                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, with full power to act without the other, and each of them, as such
person's true and lawful attorney- or attorneys-in-fact and agent or agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and any other
regulatory authority, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or such person's substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
             SIGNATURE                                   TITLE                         DATE
             ---------                                   -----                         ----
<S>                                     <C>                                       <C>
/s/ Michael Fuchs                       Chairman of the Board and Director        November 1, 1999
----------------------------------
MICHAEL FUCHS


/s/ Jeffrey H. Coats                    Director                                  November 1, 1999
----------------------------------
JEFFREY H. COATS


/s/ Mark N. Kaplan                      Director                                  November 1, 1999
----------------------------------
MARK N. KAPLAN


/s/ Kenneth J. Orton                    Director                                  November 1, 1999
----------------------------------
KENNETH J. ORTON
</TABLE>

                                      II-5

<PAGE>   7

<TABLE>
<CAPTION>
             SIGNATURE                                   TITLE                         DATE
             ---------                                   -----                         ----
<S>                                     <C>                                       <C>

/s/ Robert S. Grimes                    Executive Vice President and Director     November 1, 1999
----------------------------------
ROBERT S. GRIMES


/s/ Mark W. Lorimer                     Chief Executive Officer, President and    November 1, 1999
----------------------------------      Director (Principal Executive Officer)
MARK W. LORIMER


/s/ Hoshi Printer                       Senior Vice President and Chief Financial November 1, 1999
----------------------------------      Officer (Principal Financial Officer)
HOSHI PRINTER


/s/ Ann M. Delligatta                   Executive Vice President and Chief        November 1, 1999
----------------------------------      Operating Officer
ANN M. DELLIGATTA


/s/ Amit Kothari                        Vice President and Controller (Principal  November 1, 1999
----------------------------------      Accounting Officer)
AMIT KOTHARI


/s/ Peter Titz                          Director                                  November 1, 1999
----------------------------------
PETER TITZ


/s/ Richard A. Post                     Director                                  November 1, 1999
----------------------------------
RICHARD POST
</TABLE>

<PAGE>   8

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                           SEQUENTIAL
  EXHIBIT NO.                         DESCRIPTION                            PAGE NO.
  -----------                         -----------                          ----------
<S>          <C>                                                           <C>
     3.1     Amended and Restated Certificate of Incorporation of the
             Registrant.(*)

     3.2     Amended and Restated By-laws of the
             Registrant.(*)

     4.1     Form of Common Stock Certificate.(*)

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

    10.1     1999 Employee and Acquisition Related Stock Option Plan.

    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>
----------
(*)  Incorporated by reference to 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.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23112}]
{"company-data": {"conformed-name": "AUTOBYTEL COM 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": "333-90045", "film-number": "99738397"}, "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"}}
1
    As filed with the Securities and Exchange Commission on November 1, 1999.
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

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

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

                               AUTOBYTEL.COM INC.
             (Exact Name of Registrant as Specified in Its Charter)

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

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

             1999 EMPLOYEE AND ACQUISITION RELATED STOCK OPTION PLAN
                            (Full title of the plan)

                                   ARIEL AMIR
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            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)

                                   COPIES TO:

                             THOMAS R. POLLOCK, ESQ.
                             BRIGITTE LIPPMANN, ESQ.
                      PAUL, HASTINGS, JANOFSKY & WALKER LLP
                                 399 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                            TELEPHONE: (212) 318-6000

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                                                        Proposed
                                                                     Proposed            Maximum
                                                 Amount To Be    Maximum Offering       Aggregate          Amount of
     Title of Securities To Be Registered        Registered(1)   Price Per Share(2)  Offering Price(2)  Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001................     1,500,000          $14.6875         $22,031,250         $6,125.00
=========================================================================================================================
(1)  The number of shares of common stock, par value $0.001 per share (the
     "Common Stock"), stated above consists of the aggregate number of shares
     which may be sold upon the exercise of options which may hereafter be
     granted under the 1999 Employee and Acquisition Related Stock Option Plan
     (the "Plan"). The maximum number of shares which may be sold upon the
     exercise of such options granted under the Plan are 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, 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)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933. The fee is
     calculated on the basis of the average of the high and low sale prices per
     share of Common Stock as quoted on the Nasdaq National Market on October
     25, 1999 (within 5 business days prior to filing this Registration
     Statement).

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following information filed with the Securities and Exchange Commission
(the "Commission") is incorporated herein by reference:

          1.   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").

          2.   The Registrant's final prospectus filed pursuant to Rule
     424(b)(3) on March 26, 1999, pursuant to the Securities Act of 1933, as
     amended (the "Securities Act").

          3.   The description of the common stock contained in the Registrant's
     final prospectus filed pursuant to Rule 424(b)(3) on March 26, 1999,
     pursuant to the Securities Act.

          4.   The Registrant's Current Report on Form 8-K dated April 29, 1999
     relating to its first quarter financial results.

          5.   The Registrant's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1999.

          6.   The Registrant's Registration Statement on Form S-8 filed on May
     6, 1999 pursuant to the Securities Act.

          7.   The Registrant's Current Report on Form 8-K dated July 29, 1999
     relating to its second quarter financial results and its entering into a
     definitive agreement to acquire W.G. Nichols Inc. and a related entity.

          8.   The Registrant's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 1999.

          9.   The Registrant's Current Report on Form 8-K dated October 4, 1999
     relating to the Registrant notifying W.G. Nichols Inc. that it had elected
     not to proceed with the previously announced acquisition of W.G. Nichols
     Inc. and a related entity.

          10.  The Registrant's Current Report on Form 8-K dated October 14,
     1999 relating to the Registrant entering into a definitive agreement to
     acquire A.I.N. Corporation.

          11.  The Registrant's Current Report on Form 8-K dated October 28,
     1999 relating to its third quarter financial results.

          In addition, all documents filed by the Registrant with the Commission
     pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
     the date of this registration statement 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. Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes of this
     registration statement to the extent that a statement contained herein or
     in any other subsequently filed document which also is or is deemed to be
     incorporated by reference herein modifies or supersedes such statement. Any
     statement so modified or superseded shall not be deemed, except as so
     modified or superseded, to constitute a part of this registration
     statement.

                                      II-1
3

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable; the class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of the shares of common stock registered under
this registration statement has been passed upon for Autobytel.com by Paul,
Hastings, Janofsky & Walker LLP. Attorneys in the firm of Paul, Hastings,
Janofsky & Walker LLP own an aggregate of approximately 3,300 shares of common
stock.

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.com'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.com'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.

     Autobytel.com has entered into agreements to indemnify its directors and
officers. These agreements, among other things, indemnify Autobytel.com's
directors and officers for expenses including attorney's fees, judgments, 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.com.

     Autobytel.com's directors and officers shall not be 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.com'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.com:

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

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

     3)   if a claim instituted by one of Autobytel.com's directors or officers
          or by Autobytel.com 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.com
as discussed above, Autobytel.com 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.com 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.

                                      II-2
4

ITEM 8. EXHIBITS.

     The exhibits filed as part of this registration statement are as follows:
SEQUENTIAL
  EXHIBIT NO.                         DESCRIPTION                            PAGE NO.
  -----------                         -----------                          ----------
3.1     Amended and Restated Certificate of Incorporation of the
             Registrant.(*)

     3.2     Amended and Restated By-laws of the
             Registrant.(*)

     4.1     Form of Common Stock Certificate.(*)

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

    10.1     1999 Employee and Acquisition Related Stock Option Plan.

    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).
----------
(*)  Incorporated by reference to 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.

ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

          A.   (1) 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 the 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 the
     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 prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20 percent 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 the registration statement or any
     material change to such information in the registration statement;

                                      II-3
5

provided, however, that paragraphs (A) (1) (i) and (A) (1) (ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.

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

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

          B.   The undersigned 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.   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 foregoing provisions, or otherwise, the
Registrant has been advised 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. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred 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 of 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.

                                      II-4
6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
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 November 1, 1999.

                                        autobytel.com inc.
                                        (Registrant)

                                        By: /s/ Mark W. Lorimer
                                            ------------------------------------
                                            Mark W. Lorimer
                                            Chief Executive Officer,
                                            President and Director

                                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, with full power to act without the other, and each of them, as such
person's true and lawful attorney- or attorneys-in-fact and agent or agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and any other
regulatory authority, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or such person's substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                   TITLE                         DATE
             ---------                                   -----                         ----
/s/ Michael Fuchs                       Chairman of the Board and Director        November 1, 1999
----------------------------------
MICHAEL FUCHS

/s/ Jeffrey H. Coats                    Director                                  November 1, 1999
----------------------------------
JEFFREY H. COATS

/s/ Mark N. Kaplan                      Director                                  November 1, 1999
----------------------------------
MARK N. KAPLAN

/s/ Kenneth J. Orton                    Director                                  November 1, 1999
----------------------------------
KENNETH J. ORTON
II-5
7
SIGNATURE                                   TITLE                         DATE
             ---------                                   -----                         ----
/s/ Robert S. Grimes                    Executive Vice President and Director     November 1, 1999
----------------------------------
ROBERT S. GRIMES

/s/ Mark W. Lorimer                     Chief Executive Officer, President and    November 1, 1999
----------------------------------      Director (Principal Executive Officer)
MARK W. LORIMER

/s/ Hoshi Printer                       Senior Vice President and Chief Financial November 1, 1999
----------------------------------      Officer (Principal Financial Officer)
HOSHI PRINTER

/s/ Ann M. Delligatta                   Executive Vice President and Chief        November 1, 1999
----------------------------------      Operating Officer
ANN M. DELLIGATTA

/s/ Amit Kothari                        Vice President and Controller (Principal  November 1, 1999
----------------------------------      Accounting Officer)
AMIT KOTHARI

/s/ Peter Titz                          Director                                  November 1, 1999
----------------------------------
PETER TITZ

/s/ Richard A. Post                     Director                                  November 1, 1999
----------------------------------
RICHARD POST
8

                                  EXHIBIT INDEX
SEQUENTIAL
  EXHIBIT NO.                         DESCRIPTION                            PAGE NO.
  -----------                         -----------                          ----------
3.1     Amended and Restated Certificate of Incorporation of the
             Registrant.(*)

     3.2     Amended and Restated By-laws of the
             Registrant.(*)

     4.1     Form of Common Stock Certificate.(*)

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

    10.1     1999 Employee and Acquisition Related Stock Option Plan.

    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).
----------
(*)  Incorporated by reference to 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.