Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b)????On September 13, 2012, the Board of Directors of Autobytel Inc., a Delaware corporation ("Autobytel" or "Company"), appointed Michael A. Carpenter as a member of the Company's Board of Directors. Mr. Carpenter's term as a director will be that of a Class II director, expiring at the Company's annual meeting of stockholders in 2015. Mr. Carpenter was also appointed as a member of Autobytel's Audit Committee of the Board of Directors. Upon his appointment as a director of the Company, Mr. Carpenter was granted stock options to purchase 6,000 shares of the Company's common stock, $0.001 par value per share, which vest on the one year anniversary of the date of grant, provided that the vesting of such options accelerates upon a change in control of the Company. Mr. Carpenter also entered into an indemnification agreement with the Company.

A copy of Autobytel's press release announcing the appointment of Mr. Carpenter to the Company's Board of Directors and Audit Committee is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 13, 2012, the Company's Board of Directors adopted an amendment to
Section 3.02 of the Company's Third Amended and Restated Bylaws (the bylaws, as so amended are referred to in this Current Report on Form 8-K as the "Amended Bylaws") to increase the number of authorized directors on the Board of Directors from five (5) directors to six (6) directors. The foregoing description of the amendment to the bylaws is qualified in its entirety by reference to the amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Amendment to Third Amended and Restated Bylaws of Autobytel Inc. adopted on September 13, 2012 99.1 Press release, dated September 13, 2012 announcing the appointment of Mr. Carpenter as a director and as a member of the Audit Committee of the Board of Directors

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