AUTOBYTEL INC (Form: 3, Received: 01/20/2009 19:29:49)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*
CCM MASTER QUALIFIED FUND LTD
2. Date of Event Requiring Statement (MM/DD/YYYY) 1/15/2009
3. Issuer Name and Ticker or Trading Symbol
AUTOBYTEL INC [ABTL]

(Last)        (First)        (Middle)
C/O MORGAN STANLEY FUND SERVICES (CAYMAN, LTD CENTURY YARD CRICKET SQ HUTCHINGS DR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
PO BOX 2681 GEORGE TOWN, E9 00000

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Common Stock 8118410 D

Common Stock 8118410 ⁽¹⁾ I Indirectly by Coghill Capital Management, LLC and Clint D. Coghill ⁽¹⁾

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Equity Swap 2/28/2008 2/28/2010 ABTL Common Stock 3894023 ⁽²⁾ $2.62 ⁽²⁾ D

Equity Swap 2/28/2008 2/28/2010 ABTL Common Stock 3894023 ⁽¹⁾ ⁽²⁾ $2.62 ⁽²⁾ I Indirectly by Coghill Capital Management, LLC and Clint D. Coghill ⁽¹⁾

Explanation of Responses:

( 1) These securities may be deemed to be beneficially owned by Coghill Capital Management, L.L.C. ("CCM"), the investment manager of CCM Master Qualified Fund, Ltd. (the "Master Fund"). These securities may also be deemed to be beneficially owned by Clint Coghill, the President and majority owner of CCM. Each of CCM and Mr. Coghill disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

( 2) Under the terms of these total return equity swap agreements (the "Swaps") (i) the Master Fund will be obligated to pay to the counterparty any capital depreciation of the reference shares as of maturity, plus interest, and (ii) the counterparty will be obligated to pay to the Master Fund any capital appreciation of the reference shares as of maturity. Any dividends received by the counterparty on the reference shares during the term of the Swaps will be paid to the Master Fund. All balances will be cash settled at maturity and there will be no transfer of voting or dispositive power over the reference shares.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

CCM MASTER QUALIFIED FUND LTD
C/O MORGAN STANLEY FUND SERVICES (CAYMAN
LTD CENTURY YARD CRICKET SQ HUTCHINGS DR
PO BOX 2681 GEORGE TOWN, E9 00000
X

COGHILL CAPITAL MANAGEMENT LLC
1 N WACKER DR
STE 4350
CHICAGO, IL 60606
X

COGHILL CLINT D

X

Signatures

CCM Master Qualified Fund, Ltd 1/20/2009

^** Signature of Reporting Person Date

Coghill Capital Management, LLC 1/20/2009

^** Signature of Reporting Person Date

Clint D. Coghill 1/20/2009

^** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8118410	D
Common Stock	8118410 ⁽¹⁾	I	Indirectly by Coghill Capital Management, LLC and Clint D. Coghill ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Equity Swap	2/28/2008	2/28/2010	ABTL Common Stock	3894023 ⁽²⁾	$2.62 ⁽²⁾	D
Equity Swap	2/28/2008	2/28/2010	ABTL Common Stock	3894023 ⁽¹⁾ ⁽²⁾	$2.62 ⁽²⁾	I	Indirectly by Coghill Capital Management, LLC and Clint D. Coghill ⁽¹⁾

Explanation of Responses:
( 1)	These securities may be deemed to be beneficially owned by Coghill Capital Management, L.L.C. ("CCM"), the investment manager of CCM Master Qualified Fund, Ltd. (the "Master Fund"). These securities may also be deemed to be beneficially owned by Clint Coghill, the President and majority owner of CCM. Each of CCM and Mr. Coghill disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 2)	Under the terms of these total return equity swap agreements (the "Swaps") (i) the Master Fund will be obligated to pay to the counterparty any capital depreciation of the reference shares as of maturity, plus interest, and (ii) the counterparty will be obligated to pay to the Master Fund any capital appreciation of the reference shares as of maturity. Any dividends received by the counterparty on the reference shares during the term of the Swaps will be paid to the Master Fund. All balances will be cash settled at maturity and there will be no transfer of voting or dispositive power over the reference shares.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CCM MASTER QUALIFIED FUND LTD C/O MORGAN STANLEY FUND SERVICES (CAYMAN LTD CENTURY YARD CRICKET SQ HUTCHINGS DR PO BOX 2681 GEORGE TOWN, E9 00000		X
COGHILL CAPITAL MANAGEMENT LLC 1 N WACKER DR STE 4350 CHICAGO, IL 60606		X
COGHILL CLINT D		X

Signatures
CCM Master Qualified Fund, Ltd		1/20/2009
^** Signature of Reporting Person		Date
Coghill Capital Management, LLC		1/20/2009
^** Signature of Reporting Person		Date
Clint D. Coghill		1/20/2009
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.