Autoweb Announces Outlook for Second Quarter Results

    SANTA CLARA, Calif., July 16 Autoweb.com , a
leading consumer automotive Internet service, today announced that revenues
for the second quarter ended June 30, 2001 are expected to be between
$9.0 million and $9.3 million.
    Revenues will reflect general market trends as well as the need to adjust
the size of dealer network areas related to certain fixed price agreements
with dealers.
    "While we continue to see many of the benefits discussed in last quarter's
conference call regarding our restructuring, Autoweb's second quarter revenues
will be impacted by lower revenue per purchase request associated with certain
fixed price agreements with dealers.  We are in the process of adjusting the
network areas of the affected dealers" said Jeffrey Schwartz, Autoweb's CEO.

    About Autoweb
    Autoweb.com is a leading automotive Internet service, guiding users
through every stage of vehicle ownership. Through its direct and referral
commerce channels, Autoweb.com offers consumers a variety of ways to purchase
new and used vehicles in conjunction with vehicle manufacturers, local Member
Dealers and other commerce partners. The Company's Web site also provides
consumers with a wide range of automotive-related products to support the
complete lifecycle of the vehicle, including finance, insurance and
maintenance. Autoweb.com features comprehensive, unbiased research from its
Automotive Information Center (AIC) division.
    Autoweb also continues to set the standard in the business-to-business
marketplace by providing Web sites with the most advanced technology to view
automotive information, and accurate and reliable automotive data and content.
Currently, major automobile manufacturers, including DaimlerChrysler, Ford,
General Motors, Honda and Toyota, use Autoweb's automotive data ("AutoSuite")
to power their sites. Some of the major consumer portals also use Autoweb's
content and technology, including AOL, Yahoo, Lycos, MSN and Carpoint.
AutoSuite is highly configurable for any individual AIC customer, as the
interface can match look and feel, while vehicles (both target and competitor)
and specific features can be limited to desired selections. For more
information, please visit http://www.autoweb.com and http://www.autosite.com.

    Safe Harbor Statement:
    Certain statements in this news release, including statements that include
words such as "expects," "believes" or other future-oriented statements, are
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ from anticipated
results. In particular, factors that could cause Autoweb not to meet revenue
expectations for the quarter ended June 30, 2001 include, but are not limited
to: our ability to attract consumers through existing portal relationships;
the combined viability of current and new car buying process on our site; the
effect of the restructuring of certain marketing agreements; lower revenue per
purchase request associated with certain fixed price agreements with dealers;
the inability to adjust the size of dealer network areas for certain fixed
price agreements with dealers; and general market trends and conditions in the
automotive sales market. Autoweb has also entered into an Acquisition by
Merger Agreement with Autobytel.com.  Failure to realize anticipated synergies
related to the proposed merger, failure of the combined company to retain and
hire key employees, difficulties in successfully integrating the parties'
businesses and technologies, or failure of the companies to obtain the
required stockholder or regulatory approvals or that the merger does not close
for any other reason could adversely impact Autoweb. Other risks and
uncertainties include the fact that the Company received a Nasdaq Staff
Determination letter on March 1, 2001, indicating that the Company has failed
to comply with the minimum bid price requirement for continued listing, and is
subject to delisting from the Nasdaq National Market; changes in competitive
behavior or market forces; uncertainties regarding response from the vehicle
manufacturers; changes in the legal or regulatory environment, changes or lack
of changes in consumer preferences over time, technological challenges and an
inability to forecast future traffic and transactions.
    Further information on risk factors that could affect results is detailed
in Autoweb's filings with the Securities and Exchange Commission, including
its Registration Statement on Form S-1 (No. 333-71177) and its Form 10-Q for
the quarter ended March 31, 2001, filed with the Securities and Exchanges
Commission, including (without limitation) under the captions, "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition and Results
of Operations."  Additional information which is set forth in those sections
in Autoweb's Annual Report on Form 10-K/A  for the year ended Dec. 31, 2000.

    ADDITIONAL INFORMATION AND WHERE TO FIND IT
    Autobytel has filed a registration statement on Form S-4 in connection
with the proposed transaction and Autobytel and Autoweb expect to mail a joint
proxy statement/prospectus to the stockholders of Autobytel and Autoweb
containing information about the proposed transaction.  Investors and
securityholders are advised to read the joint proxy statement/prospectus
regarding the potential transaction referred to above, when it becomes
available, because it will contain important information. The registration
statement and the joint proxy statement/prospectus have been filed with the
Securities and Exchange Commission by both companies. Investors and
securityholders may obtain a free copy of the registration statement and the
joint proxy statement/prospectus and other reports, documents, proxy
statements and other information filed by Autobytel and Autoweb with the
Securities and Exchange Commission at the Commission's web site at
http://www.sec.gov. The joint proxy statement/prospectus and these other
documents may also be obtained free of charge from Autobytel at 949-862-1355
or investor@Autobytel.com or from Autoweb at 800-707-9552.
    Autobytel will be, and its executive officers and directors may be,
soliciting proxies from Autobytel's stockholders with respect to the
transactions contemplated by the Acquisition Agreement. The following are the
directors and executive officers of Autobytel: Mark W. Lorimer, Michael Fuchs,
Amit Kothari, Jeffrey H. Coats, Mark N. Kaplan, Kenneth J. Orton, Robert S.
Grimes, Peter Titz, Dennis Benner, Andrew Donchak, Ariel Amir, Howard Layson
and Richard Post.
    In addition, Autoweb will be, and its executive officers and directors may
be, soliciting proxies from the stockholders of Autoweb with respect to the
transactions contemplated by the Acquisition Agreement. The following are the
directors and executive officers of Autoweb: Dean DeBiase, Jay Hoag, Mark
Ross, Lawrence Lepard, Jeffrey Schwartz, Michael Schmidt, Nadyne Edison, Jerry
Karr, William Barrett, Meri E. Glade, Regan Senkarik, Steve Cottrell and Fred
Ruffin.
    A description of any interests that Autoweb's directors and executive
officers have in the merger is available in the Proxy Statement/Prospectus.

    Filed by Autoweb.com, Inc. (Commission File No. 000-25577)
    Pursuant to Rule 425 under the Securities Act of 1933
    and deemed filed pursuant to Rule 14a-12
    of the Securities Exchange Act of 1934
    Subject Company: autobytel.com inc.
    (Commission File No. 000-22239)