<PAGE>

   As filed with the Securities and Exchange Commission on November 17, 1999

                                                       Registration No.333-_____

________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

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

                                 AUDIBLE, INC.
            (Exact name of registrant as specified in its charter)

                           65 Willowbrook Boulevard
Delaware                    Wayne, New Jersey 07470            22-3407945
                                (973) 890-4070
(State or other   (Address of principal executive offices)   (I.R.S. Employer
jurisdiction of                                              Identification No.)
incorporation or
organization)
                    Audible, Inc. 1999 Stock Incentive Plan
                           (Full title of the plan)

<TABLE>
   <S>                                                       <C>
                                                             Copy to:
   DONALD R. KATZ                                            NANCY A. SPANGLER, ESQ.
   Acting President and Chief Executive Officer              Piper Marbury Rudnick & Wolfe LLP
   Chairman of the Board of Directors                        Commerce Executive Park III,
   Audible, Inc.                                             Suite 610
   65 Willowbrook Boulevard                                  1850 Centennial Park Drive
   Wayne, New Jersey 07470                                   Reston, Virginia 20191-1517
   (973) 890-4070                                            (703) 391-7100
</TABLE>

(Name, address and telephone number, including area code, of agent for service)
                              -------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                         PROPOSED MAXIMUM            PROPOSED MAX-
     TITLE OF SECURITIES          AMOUNT TO BE             OFFERING PRICE          IMUM AGGREGATE           AMOUNT OF
      TO BE REGISTERED            REGISTERED/(1)/            PER SHARE(2)         OFFERING PRICE (2)      REGISTRATION FEE(2)
      ----------------            --------------             ---------            -----------------       -------------------
<S>                               <C>                    <C>                      <C>                     <C>
Common Stock (par value $.01           9,000,000               $9.5625                  $86,062,500               $23,925.38
 per share)
</TABLE>
------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
    amended, this Registration Statement also covers an indeterminate number of
    shares of Common Stock that may be offered or issued by reason of stock
    splits, stock dividends or similar transactions.
(2) Estimated solely for the purposes of calculating the registration fee
    pursuant to Rule 457(c) and (h).  The proposed maximum offering price per
    share, proposed maximum aggregate offering price and the amount of the
    registration fee are based on the average of the high and low prices of
    Audible, Inc. Common Stock reported on the Nasdaq National Market on
    November 10, 1999 (i.e., $9.5625).
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required to be included in this Form S-8 Registration Statement
pursuant to introductory 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 which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

     (a)  Prospectus filed pursuant to Rule 424(b)(1) on July 16, 1999,
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 and
          Quarterly Report on Form 10-Q for the quarter ended September 30,
          1999;

     (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended ("Exchange Act"), since
          the end of the fiscal year covered by the document referred to in (a)
          above; and

     (c)  Description of Common Stock of the Registrant contained or
          incorporated in the registration statements filed by the Registrant
          under the Exchange Act, including any amendments or reports filed for
          the purpose of updating such description.

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

ITEM 4.   DESCRIPTION OF SECURITIES.  Not applicable.
          -------------------------

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.  None.
          --------------------------------------

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          -----------------------------------------

          As permitted by the General Corporation Law of Delaware ("GCLD"),
Section Ninth of the Amended and Restated Certificate of Incorporation (the
"Certificate") of Audible, Inc. (the "Corporation") provides for indemnification
of directors and officers of the Corporation, as follows:

          To the extent permitted by law, the Corporation shall fully indemnify
          any person who was or is a party or is threatened to be made a party
          to any threatened, pending or completed action, suit or proceeding
          (whether civil, criminal, administrative or investigative) by reason
          of the fact that such person is or was a director or officer of the
          Corporation, or is or was serving at the request of the Corporation as
          a director or officer
<PAGE>

          of another corporation, partnership, joint venture, trust, employee
          benefit plan or other enterprise, against expenses (including
          attorneys' fees), judgments, fines and amounts paid in settlement
          actually and reasonably incurred by such person in connection with
          such action, suit or proceeding.

          The Corporation may advance expenses (including attorneys' fees)
          incurred by a director or officer in advance of the final disposition
          of such action, suit or proceeding upon the receipt of an undertaking
          by or on behalf of the director or officer to repay such amount if it
          shall ultimately be determined that such director or officer is not
          entitled to indemnification.

          Also, the Corporation's Amended and Restated By-Laws contain
indemnification procedures that implement the indemnification provisions of the
Certificate.  The GCLD permits a corporation to indemnify its directors and
officers, among others, against judgments, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceedings to which
they may be a party by reason of service in those or other capacities, if such
person acted in good faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceedings, had no reasonable cause to
believe that such conduct was unlawful.

     As permitted by the GCLD, Section Eighth of the Corporation's Certificate
provides for limitation of liability of directors of the Corporation, as
follows:

          No director of the Corporation shall be personally liable to the
          Corporation or to any stockholder of the Corporation for monetary
          damages for breach of fiduciary duty as a director, provided that this
          provision shall not limit the liability of a director (i) for any
          breach of the director's duty of loyalty to the corporation or its
          stockholders, (ii) for acts or omissions not in good faith or which
          involved intentional misconduct or a knowing violation of law, (iii)
          under Section 174 of the General Corporation Law of Delaware, or (iv)
          for any transaction from which the director derived an improper
          personal benefit.

          If the General Corporation Law of Delaware or any other statute of the
          State of Delaware hereafter is amended to authorize the further
          elimination or limitation of the liability of directors of the
          Corporation, then the liability of a director of the Corporation shall
          be limited to the fullest extent permitted by the statutes of the
          State of Delaware, as so amended, and such elimination or limitation
          of liability shall be in addition to, and not in lieu of, the
          limitation on the liability of a director provided by the foregoing
          provisions.

          ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.
          ---------------------------------------------

ITEM 8.   EXHIBITS.
          --------

EXHIBIT
NUMBER    DESCRIPTION
------    -----------

  4.1     Audible, Inc. 1999 Stock Incentive Plan (as adjusted to reflect stock
          split effective May 1999).

  4.2     Amended and Restated Certificate of Incorporation (incorporated by
          reference to the Corporation's Registration Statement on Form S-1, as
          amended (File No. 333-76985)).

  4.3     Amended and Restated By-Laws (incorporated by reference to the
          Corporation's Registration Statement on Form S-1, as amended (File No.
          333-76985)).
<PAGE>

  5.1     Opinion of Piper Marbury Rudnick & Wolfe LLP (contains Consent of
          Counsel) as to the legal validity of securities being registered.

 23.1     Consent of Counsel (contained in Exhibit 5.1).

 23.2     Consent of Independent Accountants.

 24.1     Power of Attorney.

ITEM 9.   UNDERTAKINGS.
          ------------

     The undersigned Registrant hereby undertakes:

     (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 of 1933;

              (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 this 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.

         Paragraphs 1(i) and 1(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 by the Registrant
         pursuant to Section 13 of Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this Registration
         Statement.


     (2) That, for the purpose of determining any liability under the Securities
     Act of 1933, each such post-effective amendment 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) 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.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
                                               ---- ----

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>

                                  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 Wayne, State of New Jersey, on the 12th day of
November, 1999.


                                 AUDIBLE, INC.


                                By: /s/ Donald R. Katz
                                    ------------------
                                        Donald R. Katz,
                                        Acting President and Chief Executive
                                        Officer
                                        Chairman of the Board of Directors

  Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                   Title                            Date
---------                                   -----                            ----
<S>                      <C>                                           <C>

/s/ Donald R. Katz       Acting President and Chief Executive Officer     November 12, 1999
-------------------
    Donald R. Katz          Chairman of the Board of Directors
                            (Acting Principal Executive Officer)

/s/ Andrew P. Kaplan     Vice President, Finance and Administration       November 12, 1999
--------------------
    Andrew P. Kaplan            and Chief Financial Officer
                         (Principal Financial and Accounting Officer)
</TABLE>

     A majority of the Board of Directors (Donald R. Katz, Timothy Mott, R.
Bradford Burnham, Thomas P. Hirschfeld, W. Bingham Gordon, Winthrop Knowlton,
Richard Brass).

<TABLE>
<S>                     <C>                                              <C>
/s/ Donald R. Katz      For Himself and as Attorney-in-Fact               November 12, 1999
--------------------
  Donald R. Katz
</TABLE>

<PAGE>

                                 EXHIBIT INDEX

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

4.1            Audible, Inc. 1999 Stock Incentive Plan (as adjusted to reflect
               stock split effective May 1999).


4.2            Amended and Restated Certificate of Incorporation (incorporated
               by reference to the Corporation's Registration Statement on Form
               S-1, as amended (File No. 333-76985)).

4.3            Amended and Restated By-Laws (incorporated by reference to the
               Corporation's Registration Statement on Form S-1, as amended
               (File No. 333-76985)).

5.1            Opinion of Piper Marbury Rudnick & Wolfe LLP (contains Consent of
               Counsel) as to the legal validity of securities being registered.


23.1           Consent of Counsel (contained in Exhibit 5.1).

23.2           Consent of Independent Accountants.

24.1           Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17848}]
{"company-data": {"conformed-name": "AUDIBLE INC", "cik": "0001077926", "assigned-sic": "7389", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91107", "film-number": "99759505"}, "business-address": {"street1": "65 EILLOWBROOK BOULEVARD", "city": "WAYNE", "state": "NJ", "zip": "07470", "phone": "9738904070"}, "mail-address": {"street1": "65 WILLOWBROOK BLVD", "city": "WAYNE", "state": "NJ", "zip": "07470"}}
As filed with the Securities and Exchange Commission on November 17, 1999

                                                       Registration No.333-_____

________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

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

                                 AUDIBLE, INC.
            (Exact name of registrant as specified in its charter)

                           65 Willowbrook Boulevard
Delaware                    Wayne, New Jersey 07470            22-3407945
                                (973) 890-4070
(State or other   (Address of principal executive offices)   (I.R.S. Employer
jurisdiction of                                              Identification No.)
incorporation or
organization)
                    Audible, Inc. 1999 Stock Incentive Plan
                           (Full title of the plan)
Copy to:
   DONALD R. KATZ                                            NANCY A. SPANGLER, ESQ.
   Acting President and Chief Executive Officer              Piper Marbury Rudnick & Wolfe LLP
   Chairman of the Board of Directors                        Commerce Executive Park III,
   Audible, Inc.                                             Suite 610
   65 Willowbrook Boulevard                                  1850 Centennial Park Drive
   Wayne, New Jersey 07470                                   Reston, Virginia 20191-1517
   (973) 890-4070                                            (703) 391-7100
(Name, address and telephone number, including area code, of agent for service)
                              -------------------

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
                                                         PROPOSED MAXIMUM            PROPOSED MAX-
     TITLE OF SECURITIES          AMOUNT TO BE             OFFERING PRICE          IMUM AGGREGATE           AMOUNT OF
      TO BE REGISTERED            REGISTERED/(1)/            PER SHARE(2)         OFFERING PRICE (2)      REGISTRATION FEE(2)
      ----------------            --------------             ---------            -----------------       -------------------
Common Stock (par value $.01           9,000,000               $9.5625                  $86,062,500               $23,925.38
 per share)
------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
    amended, this Registration Statement also covers an indeterminate number of
    shares of Common Stock that may be offered or issued by reason of stock
    splits, stock dividends or similar transactions.
(2) Estimated solely for the purposes of calculating the registration fee
    pursuant to Rule 457(c) and (h).  The proposed maximum offering price per
    share, proposed maximum aggregate offering price and the amount of the
    registration fee are based on the average of the high and low prices of
    Audible, Inc. Common Stock reported on the Nasdaq National Market on
    November 10, 1999 (i.e., $9.5625).
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required to be included in this Form S-8 Registration Statement
pursuant to introductory 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 which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

     (a)  Prospectus filed pursuant to Rule 424(b)(1) on July 16, 1999,
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 and
          Quarterly Report on Form 10-Q for the quarter ended September 30,
          1999;

     (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended ("Exchange Act"), since
          the end of the fiscal year covered by the document referred to in (a)
          above; and

     (c)  Description of Common Stock of the Registrant contained or
          incorporated in the registration statements filed by the Registrant
          under the Exchange Act, including any amendments or reports filed for
          the purpose of updating such description.

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

ITEM 4.   DESCRIPTION OF SECURITIES.  Not applicable.
          -------------------------

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.  None.
          --------------------------------------

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          -----------------------------------------

          As permitted by the General Corporation Law of Delaware ("GCLD"),
Section Ninth of the Amended and Restated Certificate of Incorporation (the
"Certificate") of Audible, Inc. (the "Corporation") provides for indemnification
of directors and officers of the Corporation, as follows:

          To the extent permitted by law, the Corporation shall fully indemnify
          any person who was or is a party or is threatened to be made a party
          to any threatened, pending or completed action, suit or proceeding
          (whether civil, criminal, administrative or investigative) by reason
          of the fact that such person is or was a director or officer of the
          Corporation, or is or was serving at the request of the Corporation as
          a director or officer
of another corporation, partnership, joint venture, trust, employee
          benefit plan or other enterprise, against expenses (including
          attorneys' fees), judgments, fines and amounts paid in settlement
          actually and reasonably incurred by such person in connection with
          such action, suit or proceeding.

          The Corporation may advance expenses (including attorneys' fees)
          incurred by a director or officer in advance of the final disposition
          of such action, suit or proceeding upon the receipt of an undertaking
          by or on behalf of the director or officer to repay such amount if it
          shall ultimately be determined that such director or officer is not
          entitled to indemnification.

          Also, the Corporation's Amended and Restated By-Laws contain
indemnification procedures that implement the indemnification provisions of the
Certificate.  The GCLD permits a corporation to indemnify its directors and
officers, among others, against judgments, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceedings to which
they may be a party by reason of service in those or other capacities, if such
person acted in good faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceedings, had no reasonable cause to
believe that such conduct was unlawful.

     As permitted by the GCLD, Section Eighth of the Corporation's Certificate
provides for limitation of liability of directors of the Corporation, as
follows:

          No director of the Corporation shall be personally liable to the
          Corporation or to any stockholder of the Corporation for monetary
          damages for breach of fiduciary duty as a director, provided that this
          provision shall not limit the liability of a director (i) for any
          breach of the director's duty of loyalty to the corporation or its
          stockholders, (ii) for acts or omissions not in good faith or which
          involved intentional misconduct or a knowing violation of law, (iii)
          under Section 174 of the General Corporation Law of Delaware, or (iv)
          for any transaction from which the director derived an improper
          personal benefit.

          If the General Corporation Law of Delaware or any other statute of the
          State of Delaware hereafter is amended to authorize the further
          elimination or limitation of the liability of directors of the
          Corporation, then the liability of a director of the Corporation shall
          be limited to the fullest extent permitted by the statutes of the
          State of Delaware, as so amended, and such elimination or limitation
          of liability shall be in addition to, and not in lieu of, the
          limitation on the liability of a director provided by the foregoing
          provisions.

          ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.
          ---------------------------------------------

ITEM 8.   EXHIBITS.
          --------

EXHIBIT
NUMBER    DESCRIPTION
------    -----------

  4.1     Audible, Inc. 1999 Stock Incentive Plan (as adjusted to reflect stock
          split effective May 1999).

  4.2     Amended and Restated Certificate of Incorporation (incorporated by
          reference to the Corporation's Registration Statement on Form S-1, as
          amended (File No. 333-76985)).

  4.3     Amended and Restated By-Laws (incorporated by reference to the
          Corporation's Registration Statement on Form S-1, as amended (File No.
          333-76985)).
5.1     Opinion of Piper Marbury Rudnick & Wolfe LLP (contains Consent of
          Counsel) as to the legal validity of securities being registered.

 23.1     Consent of Counsel (contained in Exhibit 5.1).

 23.2     Consent of Independent Accountants.

 24.1     Power of Attorney.

ITEM 9.   UNDERTAKINGS.
          ------------

     The undersigned Registrant hereby undertakes:

     (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 of 1933;

              (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 this 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.

         Paragraphs 1(i) and 1(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 by the Registrant
         pursuant to Section 13 of Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this Registration
         Statement.

     (2) That, for the purpose of determining any liability under the Securities
     Act of 1933, each such post-effective amendment 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) 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.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
                                               ---- ----

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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 Wayne, State of New Jersey, on the 12th day of
November, 1999.

                                 AUDIBLE, INC.

                                By: /s/ Donald R. Katz
                                    ------------------
                                        Donald R. Katz,
                                        Acting President and Chief Executive
                                        Officer
                                        Chairman of the Board of Directors

  Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                   Title                            Date
---------                                   -----                            ----
/s/ Donald R. Katz       Acting President and Chief Executive Officer     November 12, 1999
-------------------
    Donald R. Katz          Chairman of the Board of Directors
                            (Acting Principal Executive Officer)

/s/ Andrew P. Kaplan     Vice President, Finance and Administration       November 12, 1999
--------------------
    Andrew P. Kaplan            and Chief Financial Officer
                         (Principal Financial and Accounting Officer)
A majority of the Board of Directors (Donald R. Katz, Timothy Mott, R.
Bradford Burnham, Thomas P. Hirschfeld, W. Bingham Gordon, Winthrop Knowlton,
Richard Brass).
/s/ Donald R. Katz      For Himself and as Attorney-in-Fact               November 12, 1999
--------------------
  Donald R. Katz
EXHIBIT INDEX

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

4.1            Audible, Inc. 1999 Stock Incentive Plan (as adjusted to reflect
               stock split effective May 1999).

4.2            Amended and Restated Certificate of Incorporation (incorporated
               by reference to the Corporation's Registration Statement on Form
               S-1, as amended (File No. 333-76985)).

4.3            Amended and Restated By-Laws (incorporated by reference to the
               Corporation's Registration Statement on Form S-1, as amended
               (File No. 333-76985)).

5.1            Opinion of Piper Marbury Rudnick & Wolfe LLP (contains Consent of
               Counsel) as to the legal validity of securities being registered.

23.1           Consent of Counsel (contained in Exhibit 5.1).

23.2           Consent of Independent Accountants.

24.1           Power of Attorney.