EXHIBIT 3.3



                         THIRD CERTIFICATE OF AMENDMENT

                                     OF THE

             FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               AUTOBYTEL.COM INC.

                             A DELAWARE CORPORATION

            autobytel.com inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies under penalty of perjury under the laws of the State of Delaware as
follows:

            FIRST: That this Corporation was originally incorporated on May 17,
1996 under the name of Auto-By-Tel Corporation, pursuant to the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law").

            SECOND: That pursuant to Section 242 of the Delaware General
Corporation Law, this Third Certificate of Amendment of the Fifth Amended and
Restated Certificate of Incorporation amends the Fifth Amended and Restated
Certificate of Incorporation of the Corporation as follows:

                  "Article I.

      The name of the corporation is Autobytel Inc.(the "Corporation")."

            THIRD: That pursuant to Section 242 of the Delaware General
Corporation Law, the foregoing amendment of the Fifth Amended and Restated
Certificate of Incorporation has been duly approved by the Board of Directors of
the Corporation.

            FOURTH: That pursuant to Section 242 of the Delaware General
Corporation Law, the foregoing amendment of the Fifth Amended and Restated
Certificate of Incorporation has been duly approved by the holders of the
requisite number of shares of the Corporation.









            IN WITNESS WHEREOF, the Corporation has caused this Third
Certificate of Amendment of the Fifth Amended and Restated Certificate of
Incorporation to be signed by Mark W. Lorimer, its President and CEO, and Ariel
Amir, its Secretary, this 14th day of August, 2001.




                                By:/s/ Mark W. Lorimer
                                   ------------------------------
                                   Mark W. Lorimer
                                   President and CEO


`
                                By:/s/ Ariel Amir
                                   ------------------------------
                                   Ariel Amir
                                   Secretary