content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
         Date of Report (Date of Earliest Event Reported):  April 11, 2001
  
                                 AUTOWEB.COM, INC.
              (Exact Name of Registrant as Specified in its Charter)
  
  
  <TABLE>
  <S>                                  <C>                          <C>
       State of Delaware                       000-25577                       77-0412737
  (State or Other Jurisdiction of      (Commission File Number)     (I.R.S. Employer Identification No.)
       Incorporation)
  </TABLE>
  
                                  3270 Jay Street
                           Santa Clara, California 95054
                (Address of Principal Executive Office and Zip code)
  
                                   (408) 970-9100
                      (Telephone Number, Including Area Code)
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS
  
       On April 11, 2001, autobytel.com inc., a Delaware corporation
  ("Autobytel"), Autobytel Acquisition I Corp., a Delaware corporation and wholly-
  owned subsidiary of Autobytel ("Merger Sub"), and Autoweb.com, Inc., a Delaware
  corporation ("Autoweb") entered into an Acquisition Agreement (the "Acquisition
  Agreement"). Pursuant to the terms of the Acquisition Agreement and subject to
  the terms and conditions contained therein, holders of Autoweb Common Stock will
  receive 0.3553 shares of Autobytel Common Stock for each share of Autoweb Common
  Stock, Merger Sub will be merged with and into Autoweb, the separate corporate
  existence of Merger Sub will cease and Autoweb will continue as the surviving
  corporation and a subsidiary of Autobytel. The merger is contingent upon the
  fulfillment of certain conditions as outlined in the Acquisition Agreement
  including, but not limited to, the approval of the merger by the stockholders of
  Autoweb and the approval of the issuance of Autobytel Common Stock in the merger
  by the stockholders of Autobytel. In addition, certain stockholders of Autoweb
  have entered into a Voting Agreement to vote in favor of the Acquisition
  Agreement.
  
       The Acquisition Agreement is intended to constitute a reorganization within
  the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, and
  will be accounted for as a purchase.
  
       The foregoing description of the Acquisition Agreement and the transactions
  contemplated thereby do not purport to be complete and are qualified in their
  entirety by reference to the Acquisition Agreement and the Voting Agreement, of
  which are filed herewith as Exhibits 2.1 and 99.1 and incorporated herein by
  reference.
  
       A copy of the press release issued by Autoweb announcing the execution of
  the Acquisition Agreement is attached as Exhibit 99.2 hereto and is incorporated
  herein by reference.
  
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
           (c)  Exhibits
  
  EXHIBIT NO.                          DESCRIPTION
  -----------           ------------------------------------------
  
    2.1                 Acquisition Agreement, dated as of April 11, 2001, by and
                        among autobytel.com inc., Autobytel Acquisition I Corp.
                        and Autoweb.com, Inc.
  
   99.1                 Form of Voting Agreement by and among Autoweb.com, Inc.,
                        Geocapital, Technology Crossover Ventures, Onword
                        Information, Dean DeBiase and autobytel.com inc., dated
                        April 11, 2001.
  
   99.2                 Press Release, dated April 11, 2001.
  <PAGE>
  
    SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
                                      AUTOWEB.COM, INC.
  
  
                                      By: /s/ Jeffrey Schwartz
                                          __________________________
                                          Jeffrey Schwartz
                                          Chief Executive Officer
  
  Date:  April 11, 2001
  <PAGE>
  
                                   EXHIBIT INDEX
                                   -------------
  
  Exhibit No.                           Description
  -----------          ---------------------------------------------
   2.1                 Acquisition Agreement, dated as of April 11, 2001, by and
                       among autobytel.com inc., Autobytel Acquisition I Corp. and
                       Autoweb.com, Inc.
  
  99.1                 Form of Voting Agreement by and among Autoweb.com, Inc.,
                       Geocapital, Technology Crossover Ventures, Onword
                       Information, Dean DeBiase and autobytel.com inc., dated
                       April 11, 2001.
  
  99.2                 Press Release, dated April 11, 2001.
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text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
         Date of Report (Date of Earliest Event Reported):  April 11, 2001
  
                                 AUTOWEB.COM, INC.
              (Exact Name of Registrant as Specified in its Charter)
  State of Delaware                       000-25577                       77-0412737
  (State or Other Jurisdiction of      (Commission File Number)     (I.R.S. Employer Identification No.)
       Incorporation)
  3270 Jay Street
                           Santa Clara, California 95054
                (Address of Principal Executive Office and Zip code)
  
                                   (408) 970-9100
                      (Telephone Number, Including Area Code)
  ITEM 5.  OTHER EVENTS
  
       On April 11, 2001, autobytel.com inc., a Delaware corporation
  ("Autobytel"), Autobytel Acquisition I Corp., a Delaware corporation and wholly-
  owned subsidiary of Autobytel ("Merger Sub"), and Autoweb.com, Inc., a Delaware
  corporation ("Autoweb") entered into an Acquisition Agreement (the "Acquisition
  Agreement"). Pursuant to the terms of the Acquisition Agreement and subject to
  the terms and conditions contained therein, holders of Autoweb Common Stock will
  receive 0.3553 shares of Autobytel Common Stock for each share of Autoweb Common
  Stock, Merger Sub will be merged with and into Autoweb, the separate corporate
  existence of Merger Sub will cease and Autoweb will continue as the surviving
  corporation and a subsidiary of Autobytel. The merger is contingent upon the
  fulfillment of certain conditions as outlined in the Acquisition Agreement
  including, but not limited to, the approval of the merger by the stockholders of
  Autoweb and the approval of the issuance of Autobytel Common Stock in the merger
  by the stockholders of Autobytel. In addition, certain stockholders of Autoweb
  have entered into a Voting Agreement to vote in favor of the Acquisition
  Agreement.
  
       The Acquisition Agreement is intended to constitute a reorganization within
  the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, and
  will be accounted for as a purchase.
  
       The foregoing description of the Acquisition Agreement and the transactions
  contemplated thereby do not purport to be complete and are qualified in their
  entirety by reference to the Acquisition Agreement and the Voting Agreement, of
  which are filed herewith as Exhibits 2.1 and 99.1 and incorporated herein by
  reference.
  
       A copy of the press release issued by Autoweb announcing the execution of
  the Acquisition Agreement is attached as Exhibit 99.2 hereto and is incorporated
  herein by reference.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
           (c)  Exhibits
  
  EXHIBIT NO.                          DESCRIPTION
  -----------           ------------------------------------------
  
    2.1                 Acquisition Agreement, dated as of April 11, 2001, by and
                        among autobytel.com inc., Autobytel Acquisition I Corp.
                        and Autoweb.com, Inc.
  
   99.1                 Form of Voting Agreement by and among Autoweb.com, Inc.,
                        Geocapital, Technology Crossover Ventures, Onword
                        Information, Dean DeBiase and autobytel.com inc., dated
                        April 11, 2001.
  
   99.2                 Press Release, dated April 11, 2001.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
                                      AUTOWEB.COM, INC.
  
                                      By: /s/ Jeffrey Schwartz
                                          __________________________
                                          Jeffrey Schwartz
                                          Chief Executive Officer
  
  Date:  April 11, 2001
  EXHIBIT INDEX
                                   -------------
  
  Exhibit No.                           Description
  -----------          ---------------------------------------------
   2.1                 Acquisition Agreement, dated as of April 11, 2001, by and
                       among autobytel.com inc., Autobytel Acquisition I Corp. and
                       Autoweb.com, Inc.
  
  99.1                 Form of Voting Agreement by and among Autoweb.com, Inc.,
                       Geocapital, Technology Crossover Ventures, Onword
                       Information, Dean DeBiase and autobytel.com inc., dated
                       April 11, 2001.
  
  99.2                 Press Release, dated April 11, 2001.