UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
AUTOBYTEL.COM INC.
----------------------
(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
05275N 10 6
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(CUSIP Number)
March 25, 1999
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(Date of Event which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b).
[ ] Rule 13d-1(c).
[X] Rule 13d-1(d).
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* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 05275N 10 6 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter R. Ellis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,412,170 shares of common stock(1)
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER
WITH 2,412,170 shares of common stock(1)
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,412,170 shares of common stock(1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.2% of shares of outstanding common stock
12. TYPE OF REPORTING PERSON
IN
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(1) These shares include 67,104 shares of the Issuer's
common stock held directly by Peter R. Ellis ("Reporting
Person 1") and 2,345,066 shares of the Issuer's common
stock held in a revocable trust for the benefit of
Reporting Person 1 and his spouse, Suzanne Ellis
("Reporting Person 2"). Reporting Person 1 and Reporting
Person 2 are the trustees of the revocable trust, and
each has sole voting and dispositive power over the shares
held in the trust.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 05275N 10 6 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susanne Ellis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,363,788 shares of common stock(2)
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER
WITH 2,363,788 shares of common stock(2)
8. SHARED DISPOSITIVE POWER
0
<PAGE>
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,363,788 shares of common stock(2)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.0% of shares of outstanding common stock
12. TYPE OF REPORTING PERSON
IN
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(2) These shares are held in three trusts. 2,345,066 shares
of the Issuer's common stock are held in a revocable trust
for the benefit of Susanne Ellis ("Reporting Person 2") and
her spouse, Peter R. Ellis ("Reporting Person 1"). Reporting
Person 2 and Reporting Person 1 are the trustees of this trust,
and each has sole voting and dispositive power over the shares
held in the trust. 18,722 shares of the Issuer's common stock
are held in two trusts for the benefit of certain members of
Reporting Person 2's immediate family; Reporting Person 2 is
the trustee of these trusts, and has sole voting and dispositive
power over the shares held in the trusts.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a) NAME OF ISSUER:
Autobytel.com Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
18872 MacArthur Boulevard, Irvine, CA 92612
ITEM 2(a) NAME OF PERSONS FILING:
Peter R. Ellis
Susanne Ellis
The statement on this Schedule 13G is filed on
behalf of the persons listed above pursuant to
Rule 13d-1(k)(1). The Joint Filing Agreement
dated February 11, 2000 among the Reporting Persons
is set forth in Exhibit I hereto and is incorporated
herein by reference. The Reporting Person are
husband and wife.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
1550 Bayside Dr. #2, Corona del Mar, CA 92625
ITEM 2(c) CITIZENSHIP:
U.S.A.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e) CUSIP NUMBER:
05275N 10 6
ITEM 3 If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
N/A
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned:
Peter R. Ellis: 2,412,170 (see cover page)
Susanne Ellis: 2,363,788 (see cover page)
<PAGE>
Pursuant to Rule 13d-3(a) under the Securities
Exchange Act of 1934, the Reporting Persons
are each deemed to be the beneficial owner of
2,345,066 shares of the Issuer's common stock
held in a trust for the benefit of the Reporting
Persons. The Reporting Persons, as a group,
beneficially own an aggregate of 2,430,892
shares of the Issuer's common stock.
(b) Percent of Class:
Peter R. Ellis: 13.2% (see cover page)
Susanne Ellis: 13.0% (see cover page)
The Reporting Persons, as a group, beneficially
own an aggregate of 2,430,892 shares of the
Issuer's common stock, which represents 13.3%
of the class.
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
Peter R. Ellis: 2,412,170 (see cover page)
Susanne Ellis: 2,363,788 (see cover page)
The Reporting Persons, as a group, have
the power to vote an aggregate of 2,430,892
shares of the Issuer's common stock.
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of:
Peter R. Ellis: 2,412,170 (see cover page)
Susanne Ellis: 2,363,788 (see cover page)
The Reporting Persons, as a group, have
dispositive power over an aggregate of
2,430,892 shares of the Issuer's common
stock.
(iv) shared power to dispose or to direct the
disposition of: 0
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
N/A
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY
THE PARENT HOLDING COMPANY:
N/A
<PAGE>
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
N/A
ITEM 10 CERTIFICATION:
N/A
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth
in this statement is true, complete, and correct.
DATE: February 11, 2000
/s/ Peter R. Ellis
________________________
Peter R. Ellis
/s/ Susanne Ellis
_________________________
Susanne Ellis
<PAGE>
EXHIBIT I
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the persons named below
agree to the joint filing on behalf of each of them of a
statement on Schedule 13G with respect to the Common Stock,
par value $0.001 per share, of Autobytel.com Inc. In
evidence thereof, the undersigned hereby execute this Joint
Filing Agreement as of February 11, 2000.
/s/ Peter R. Ellis
________________________
Peter R. Ellis
/s/ Susanne Ellis
_________________________
Susanne Ellis
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