<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                   Form 10-Q


(Mark One)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 [ x ]          THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2001

                                       OR

 [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from _________ to __________

                       Commission File Number:  000-26529

                                 AUDIBLE, INC.
             (Exact name of Registrant as specified in its Charter)


         DELAWARE                                               22-3407945
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                            identification number)

        65 WILLOWBROOK BLVD.                                        07470
         WAYNE, NEW JERSEY                                       (Zip Code)
(Address of principal executive offices)

                                (973) 837-2700
             (Registrant's telephone number, including area code)

                                     None
                    (Former name, former address and former
                  fiscal year - if changed since last report)


     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes   X    No __
                                                 ---

     As of May 8, 2001, 27,546,989 shares of common stock ("Common Stock") of
the Registrant were outstanding.

                                       1
<PAGE>

                                 AUDIBLE, INC.
                                     INDEX
                                   FORM 10-Q
<TABLE>
<CAPTION>
PART I  -  FINANCIAL  INFORMATION                                                            Page
                                                                                             ----
Item 1.   Financial Statements:
<S>       <C>                                                                                <C>
          Condensed Balance Sheets as of March 31, 2001 (unaudited)
          and December 31, 2000.............................................................    3

          Condensed Statements of Operations for the three
          months ended March 31, 2001 and 2000 (unaudited).................................     4

          Condensed Statements of Cash Flows for the three months ended
          March 31, 2001 and 2000 (unaudited)..............................................     5

          Notes to Condensed Financial Statements..........................................     6

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations........................................................    11

Item 3.   Qualitative and Quantitative Disclosure about Market Risk........................    17

PART II  -  OTHER  INFORMATION

Item 1.  Legal Proceedings.................................................................    17

Item 2.  Changes in Securities.............................................................    17

Item 3.  Defaults Upon Senior Securities...................................................    18

Item 4.  Submission of Matters to a Vote of Securities Holders.............................    18

Item 5.  Other Information.................................................................    18

Item 6.  Exhibits and Reports on Form 8-K..................................................    18

Signatures.................................................................................    20
</TABLE>

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   Financial Statements

                                 AUDIBLE, INC.
                            CONDENSED BALANCE SHEETS

                           -------------------------
<TABLE>
<CAPTION>
                                                                           March 31, 2001          December 31, 2000
                                                                          ----------------         -----------------
                                 Assets                                       (unaudited)
Current assets:
<S>                                                                       <C>                      <C>
   Cash and cash equivalents............................................   $ 20,801,214               $ 14,149,027
   Short-term investments, including interest receivable................             --                  2,053,069
   Accounts receivable, net.............................................        393,115                    193,752
   Royalty advances.....................................................        672,169                    847,396
   Prepaid expenses and other current assets............................        451,836                    464,133
   Inventory............................................................        215,783                    118,170
   Note receivable due from stockholders................................         50,000                     50,000
                                                                           ------------               ------------
    Total current assets................................................     22,584,117                 17,875,547

Property and equipment, net.............................................      2,519,801                  2,818,792
Other assets............................................................         28,736                     37,510
                                                                           ------------               ------------
    Total assets........................................................   $ 25,132,654               $ 20,731,849
                                                                           ============               ============


                 Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable......................................................   $  1,847,222               $  1,754,440
  Accrued expenses and compensation.....................................      2,514,065                  2,397,879
  Royalty obligations, current..........................................        849,950                    772,700
  Current maturities of obligations under capital leases................         20,922                     47,187
  Advances, current.....................................................        224,280                    453,476
                                                                           ------------               ------------
    Total current liabilities...........................................      5,456,439                  5,425,682

Deferred cash compensation..............................................        156,718                    211,065
Royalty obligations, non current........................................         93,500                    502,000
Redeemable convertible preferred stock;
       Series A, par value $.01, 4,500,000 shares authorized, 2,666,666
       and no shares issued and outstanding at March 31, 2001 and
       December 31, 2000, respectively..................................     10,000,000                         --


Stockholders' equity:
    Common stock, par value $.01.  50,000,000 shares authorized,
     27,546,989 shares issued at March 31, 2001 and  December 31, 2000..        275,470                    275,470

    Additional paid-in capital..........................................     92,870,999)                92,196,176
    Deferred compensation and services..................................    (10,084,910)               (11,867,358)
    Notes due from stockholders for common stock........................       (351,809)                  (391,703)
    Treasury stock at cost: 605,775 and 536,505 shares of common stock
      at March 31, 2001 and December 31, 2000, respectively.............       (161,453)                  (143,061)

    Accumulated deficit.................................................    (73,122,300)               (65,476,420)
                                                                           ------------               ------------
    Total stockholders' equity..........................................      9,425,997                 14,593,102
                                                                           ------------               ------------


         Total liabilities and stockholders' equity.....................   $ 25,132,654               $ 20,731,849
                                                                           ============               ============
</TABLE>

           See accompanying notes to condensed financial statements.

                                       3
<PAGE>

                                 AUDIBLE, INC.
                      CONDENSED STATEMENTS OF  OPERATIONS

                           -------------------------


<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                March 31,
                                                     -----------------------------
                                                        2001              2000
                                                     (unaudited)       (unaudited)

 Revenue, net:
<S>                                                  <C>               <C>
  Content and services............................   $ 1,320,612       $   315,066
  Hardware........................................       601,410           219,194
  Other...........................................       208,062           189,130
                                                     -----------       -----------
    Total revenue, net............................     2,130,084           723,390
                                                     -----------       -----------


 Operating expenses:
  Cost of content and services revenue............     1,304,195           394,243
  Cost of hardware revenue........................       962,990           820,037
  Production expenses.............................     1,658,050         1,718,353
  Development.....................................       879,474         1,168,453
  Sales and marketing.............................     3,696,129         4,194,797
  General and administrative......................     1,339,789         1,486,632
                                                     -----------       -----------
    Total operating expenses......................     9,840,627         9,782,515
                                                     -----------       -----------


 Loss from operations.............................    (7,710,543)       (9,059,125)

 Other income, net................................      (235,621)         (562,128)
                                                     -----------       -----------

 Net loss.........................................    (7,474,922)       (8,496,997)

 Accrued dividends on redeemable preferred stock..       170,958                --
                                                     -----------       -----------

 Net loss applicable to common stockholders.......   $(7,645,880)      $(8,496,997)
                                                     ===========       ===========

 Basic and diluted net loss per common share......   $     (0.28)      $     (0.33)
                                                     ===========       ===========

 Weighted average common shares outstanding.......    26,995,860        25,597,835
                                                     ===========       ===========
</TABLE>


           See accompanying notes to condensed financial statements.

                                       4
<PAGE>

                                 AUDIBLE, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS

                           -------------------------
<TABLE>
<CAPTION>
                                                                                              Three months Ended
                                                                                                   March 31,
                                                                                          --------------------------

                                                                                             2001            2000
                                                                                          -----------     -----------
                                                                                          (unaudited)     (unaudited)
Cash flows from operating activities:
<S>                                                                                    <C>                <C>
 Net loss............................................................................     $(7,474,922)    $(8,496,997)
 Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization......................................................         427,754         276,369
  Services rendered for common stock and warrants....................................       2,364,923       1,978,205
  Non-cash compensation charge.......................................................          92,350          96,101
  Deferred cash compensation.........................................................         (54,347)         11,627
  Changes in assets and liabilities:
    Interest receivable on short-term investments....................................          95,336          59,332
    Accounts receivable, net.........................................................        (199,363)        (31,314)
    Royalty advances.................................................................         175,227      (1,305,695)
    Prepaid expenses and other current assets........................................          12,297        (340,137)
    Inventory........................................................................         (97,613)              -
    Other assets.....................................................................           8,774          29,184
    Accounts payable.................................................................          92,782         558,350
    Accrued expenses and compensation................................................         (54,772)        980,533
    Royalty obligations..............................................................        (331,250)      1,035,000
    Advances.........................................................................        (229,196)       (231,386)
                                                                                          -----------     -----------
     Net cash used in operating activities...........................................      (5,172,020)     (5,380,828)
                                                                                          -----------     -----------


Cash flows from investing activities:
 Purchases of property and equipment.................................................        (128,763)     (1,222,142)
 Purchases of short-term investments, net............................................               -      (6,858,717)
 Redemptions of short-term investments, net..........................................       1,957,733      13,769,771
                                                                                          -----------     -----------
     Net cash provided by investing activities.......................................       1,828,970       5,688,912
                                                                                          -----------     -----------


Cash flows from financing activities:
    Proceeds from issuance of Series A redeemable convertible preferred stock........      10,000,000               -
    Payments received on notes due from stockholders for common stock................          21,502         101,490
    Payment of principal on obligations under capital leases.........................         (26,265)        (76,957)
                                                                                          -----------     -----------
     Net cash provided by financing activities.......................................       9,995,237          24,533
                                                                                          -----------     -----------

     Increase in cash and cash equivalents...........................................       6,652,187         332,617
Cash and cash equivalents at beginning of period.....................................      14,149,027      12,030,392
                                                                                          -----------     -----------
Cash and cash equivalents at end of period...........................................     $20,801,214     $12,363,009
                                                                                          ===========     ===========
</TABLE>


           See accompanying notes to condensed financial statements.

                                       5
<PAGE>

                                 AUDIBLE, INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                            March 31, 2001 and 2000
                                  (unaudited)



(1)  Summary of Significant Accounting Policies

 Basis of Presentation

     The accompanying condensed financial statements as of March 31, 2001, and
  for the three months ended March 31, 2001 and 2000, are unaudited and, in the
  opinion of management, include all adjustments (consisting of normal recurring
  adjustments and accruals) necessary to present fairly the results for the
  periods presented in accordance with accounting principles generally accepted
  in the United States of America.  Operating results for the three months ended
  March 31, 2001 are not necessarily indicative of the results that may be
  expected for the year ending December 31, 2001.  These financial statements
  should be read in conjunction with the audited financial statements and notes
  thereto for the year ended December 31, 2000, from the Company's Annual Report
  on Form 10-K.


 Reclassifications

     Certain items in the 2000 condensed financial statements have been
  reclassified to conform to the 2001 presentation.


 New Accounting Standards

     In the second quarter of 1998, the Financial Accounting Standards Board
  (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133,
  "Accounting for Derivative Instruments and Hedging Activities." In June 2000,
  the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments
  and Certain Hedging Activities-an Amendment of FASB Statement No. 133." SFAS
  No. 133 and SFAS No. 138 require an entity to recognize all derivatives as
  either assets or liabilities in the statement of financial position and
  measure those instruments at fair value. Gains or losses resulting from
  changes in the values of those derivatives are accounted for depending on the
  use of the derivative and whether it qualifies for hedge accounting. The
  Company currently does not use derivative instruments and as such the adoption
  of SFAS No. 133 and SFAS No. 138 on January 1, 2001, had no effect on the
  Company's financial position, results of operations or cash flows.


 Basic and Diluted Net Loss Per Common Share

     Basic and diluted net loss per common share is presented in accordance with
  the provisions of SFAS No.  128, ''Earnings Per Share.'' Basic net loss per
  common share is computed by dividing net loss applicable to common
  stockholders by the weighted average number of common shares outstanding for
  the period.  Diluted net loss per common share reflects the potential dilution
  that could occur if securities or other contracts to issue common stock were
  exercised or converted into common stock and resulted in the issuance of
  common stock.  Diluted net loss per common share is equal to basic net loss
  per common share, since all common stock equivalents are antidilutive for each
  of the periods presented.

     Diluted net loss per common share for the three months ended March 31, 2001
  does not include the effects of outstanding options to purchase 3,926,650
  shares of common stock, warrants outstanding to purchase 2,378,654 shares of
  common stock; and 10,666,664 shares of common stock on conversion of
  outstanding Series A Redeemable Convertible Preferred Stock ("Series A"), as
  the effect of their inclusion is antidilutive during the period.  Diluted net
  loss per common share for the three months ended March 31, 2000 does not
  include the effects of options to purchase 4,263,850 shares of common stock,
  and warrants to purchase 1,035,954 shares of common stock, as the effect of
  their inclusion is antidilutive during the period.

                                       6
<PAGE>

                                 AUDIBLE, INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                            March 31, 2001 and 2000
                                  (unaudited)


(2)  Stockholders' Equity

   Common Stock

     In March 1999, the Company issued 229,500 shares of common stock to
  employees at a price less than the fair value of the stock at the time of
  issuance.  These shares, which are subject to vesting over four years, were
  paid for by full recourse promissory notes executed by the employees.  The
  difference between the fair value and the issue price of these common shares
  of $907,214 was recorded as deferred compensation, a component of
  stockholders' equity, and is being amortized as an expense straight-line over
  the vesting term.  In February 2000, the Company offered 100,000 common shares
  to its new Chief Executive Officer in connection with his offer of employment
  at five dollars per share less than the fair value of the stock. The Company
  recorded $500,000 as deferred compensation in February 2000 and was recording
  the compensation expense straight-line over the vesting term. The offer to
  purchase these shares was rescinded in August 2000, and the CEO did not
  purchase any of the offered shares. In August 2000, the Company issued to its
  CEO 500,000 options at an exercise price equal to the fair value of the common
  stock at the time of issuance. The Company is recording the original
  compensation expense over the vesting term of the new option grant, and is
  accounting for 100,000 of the 500,000 newly issued options as replacement
  options using variable accounting by adjusting the compensation expense
  associated with these 100,000 options based on the closing price of the
  Company's common stock in accordance with FASB Interpretation No. 44 (FIN 44)
  "Accounting for Certain Transactions involving Stock Compensation - an
  Interpretation of APB Opinion No. 25". In March 2000, the Company issued
  370,000 options to purchase shares of common stock to employees at $1.00 less
  than the fair value of the common stock at the time of issuance. These options
  are subject to vesting over four years. The difference between the fair value
  and the issue price of these options of $370,000 was recorded as deferred
  compensation, and is being amortized as an expense straight-line over the
  vesting term. During the three months ended March 31, 2001 and 2000, $92,350
  and $96,101, respectively, of compensation expense was recognized related to
  these transactions. During the three months ended March 31, 2001, $23,431 of
  deferred compensation was reversed against paid-in capital related to unvested
  options forfeited due to employees leaving the Company.

     In April 1999, the Company established the 1999 Stock Incentive Plan (the
  "Plan"), which permits up to  9,000,000 common stock shares to be issued
  under the Plan.  The Plan permits the granting of stock options, stock
  appreciation rights, restricted or unrestricted stock awards, phantom stock,
  performance awards and other stock-based awards.  As of March 31, 2001,
  options to purchase 3,926,650 common stock shares were outstanding.

     In April 1999, the Company increased the number of shares of common stock
  authorized from 16,000,000 to 50,000,000.   As of March 31, 2001 and December
  31, 2000, the Company had issued 27,546,989 shares of common stock.  As of
  March 31, 2001 and December 31, 2000, the Company had 2,378,654 and 1,035,954
  shares of common stock, respectively, reserved for issuance upon exercise of
  outstanding common stock warrants, and 3,926,650 and 4,263,850 shares of
  common stock, respectively, reserved for issuance upon exercise of outstanding
  options.  As of March 31, 2001 and December 31, 2000, the Company had
  10,666,664 and no shares of common stock, respectively, reserved for issuance
  upon conversion of outstanding Series A stock.

                                       7
<PAGE>

                                 AUDIBLE, INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                            March 31, 2001 and 2000
                                  (unaudited)


     In January 2000, the Company issued 1,340,033 shares of common stock in
  connection with two agreements with Amazon.com (see note 6). During the three
  months ended March 31, 2000, the Company also issued 272,126 shares of common
  stock in connection with the cashless exercise of 375,000 common stock
  warrants. During the three months ended March 31, 2001, no shares of common
  stock were issued.

     During the three months ended March 31, 2001 and 2000, the Company
  repurchased 69,270 and no shares of common stock, respectively, as treasury
  shares by reducing the indebtedness under certain promissory notes issued to
  the Company.


(3)  Redeemable Convertible Preferred Stock

   Microsoft Investment

     In February, 2001, Microsoft purchased 2,666,666 shares of Series A stock
  for $10,000,000 at a per share price of $3.75.  Each share of Series A may be
  converted into four shares of Common Stock, (equivalent to a price of $.9375
  per share), subject to adjustment under certain conditions.  The stock is
  convertible at the option of the holder at any time prior to the fifth
  anniversary of the original issue date.  Dividends are payable semi-annually
  at an annual rate of 12% in either additional preferred shares or in cash at
  the option of the Company.  On the fifth anniversary of the original issue
  date, the Company is required to redeem all remaining outstanding shares at a
  per share price of $3.75 plus all accrued and unpaid dividends.


(4)  Microsoft Agreement

     In November 1998, the Company entered into a five-year agreement with
  Microsoft.  The agreement provides for services related to integration of
  products, the granting of various rights and licenses, and a provision for
  Microsoft to be paid future royalties for content distributed as a result of
  the software developed in the agreement.  Under the terms of the agreement,
  Microsoft committed a minimum of $2,000,000 in payments to the Company to
  integrate certain products and acquire various rights and licenses.

     Microsoft advanced Audible $1,500,000 in November 1998 in consideration of
  Audible granting Microsoft the right to distribute software enabling users of
  Microsoft platforms to access and use Audible content.  The Company allocated
  $50,000 of this advance to certain business development work that was
  recognized as a reduction of general and administrative expense in the three
  month period ended March 31, 2001.  The remaining $1,450,000 of this advance
  is being recognized as revenue on a straight-line basis beginning in the
  quarter ended June 30, 1999  through the initial term of the agreement, which
  ends in the second quarter of 2001.  During the three months ended March 31,
  2001 and 2000, $189,130 of this advance was recognized as other revenue.

     Audible will pay Microsoft a royalty on content licensed and distributed by
  Audible to each end user that accesses its content using the developed
  software.  Royalties will be recognized during the period that the related
  content revenue is earned.  Through March 31, 2001, Audible had not recognized
  any royalties under this agreement.

                                       8
<PAGE>

                                 AUDIBLE, INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                            March 31, 2001 and 2000
                                  (unaudited)


     In April 1999, in connection with an amendment to the agreement with
  Microsoft, the Company issued to Microsoft a warrant which expires November
  18, 2003 to purchase 100,000 shares of common stock at the IPO price of $9.00
  per share.  The fair value of this warrant was determined in accordance with
  EITF Issue No. 96-18, "Accounting for Equity Instruments that are Issued to
  Other than Employees for Acquiring or in Conjuction with Selling, Goods or
  Services" and is being amortized as an expense on a straight-line basis over
  the same period as the $1,450,000 advance described above.  During the three
  months ended March 31, 2001 and 2000, $67,215 was recorded as a production
  expense related to this warrant with the non-cash credit for services to
  additional paid-in capital.


(5)  Services Agreement

     In June 1999, in connection with a services agreement, the Company issued a
  warrant to purchase 150,000 shares of common stock at $0.01 per share, which
  is fully vested, and a warrant to purchase 500,000 shares of common stock at
  $8.00 per share, which is subject to vesting over a three-year period. The
  agreement allows for an additional warrant to purchase 250,000 shares of
  common stock at $8.00 per share upon extension of the agreement for an
  additional year, also subject to vesting. The fair value of these warrants was
  determined in accordance with EITF Issue No. 96-18 and is being amortized as
  an expense on a straight-line basis over the initial term of the service
  agreement of three years, except that 250,000 of the warrants are accounted
  for using variable plan accounting and compensation costs will vary each
  accounting period until the final measurement date. During the three months
  ended March 31, 2001 and 2000, $367,201 and $234,483, respectively, was
  recorded as a marketing expense related to this agreement with the non-cash
  credit for services to additional paid-in capital.


(6)  Amazon Agreement

     In January 2000, the Company entered into two agreements with Amazon.com.
  Under the Co-Branding, Marketing and Distribution Agreement the Company is the
  exclusive provider of digital spoken audio (as defined) to Amazon.com. On
  January 24, 2001, the Company signed Amendment No.1 to its Co-Branding,
  Marketing, and Distribution Agreement with Amazon.com. Under the amendment,
  the annual fee for Year 3 of the agreement is reduced from $10,000,000 to
  $1,500,000 and an additional fee of $1,000,000 is payable in Year 2 of the
  agreement. Also in connection with Amendment No.1, the Company issued 500,000
  fully vested common stock warrants to Amazon.com at an exercise price of $1.50
  per share, which are exercisable after January 31, 2002. The fair value of
  these warrants was determined in accordance with EITF Issue No. 96-18 and is
  being amortized as an expense on a straight-line basis over the remaining term
  of the agreement. During the three months ended March 31, 2001, $43,200 was
  recorded as a marketing expense related to these warrants with the non-cash
  credit for services to additional paid-in capital.

     During the three-year term of this agreement, in consideration for certain
  services, Amazon will receive $22,500,000 (as amended) plus a specified
  percentage of revenue earned over a specified  amount.  Under the Securities
  Purchase Agreement, Amazon.com has purchased 1,340,033 shares of common stock
  from the Company for $20,000,000.  Under the agreements, the consideration
  paid by Amazon for the purchase of the

                                       9
<PAGE>

                                 AUDIBLE, INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                            March 31, 2001 and 2000
                                  (unaudited)


  common stock, and the Company's obligation for the annual fee for the first
  two years per the original Co-Branding, Marketing, and Distribution Agreement,
  which are identical amounts, were offset and no cash was exchanged.
  Accordingly, $20,000,000 was recorded as deferred services, a component of
  stockholders' equity, and was being amortized over the first two years of the
  agreement on a straight-line basis. Prior to Amendment No. 1, through January
  2001, $10,000,000 had been amortized as a marketing expense related to the
  initial $20,000,000 of deferred services. Subsequent to Amendment No. 1, the
  unamortized payment for year 2 of $10,000,000 plus the additional $2,500,000
  payment required under the amendment, or $12,500,000, is being amortized on a
  straight-line basis over the remaining term of the agreement of 24 months.
  During the three months ended March 31, 2001, and 2000, $1,666,667 and
  $1,666,666, respectively, was recorded as a marketing expense, with the non-
  cash credit to deferred services. During the three months ended March 31,
  2001, $208,333 was recorded as a marketing expense with the credit to accrued
  expenses, representing the straight-line amortization of the cash portion of
  payments due under this agreement.


(7)  Random House Agreement

     On May 5, 2000 Audible and Random House entered into a 50-month Co-
  Publishing, Marketing, and Distribution Agreement to form a strategic alliance
  to establish Random House Audible, a publishing imprint, as defined in the
  agreement, to produce spoken word content specifically suited for digital
  distribution.   All titles published by the imprint are being distributed
  exclusively on the Internet by Audible.   As part of this alliance, Random
  House, through its Random House Ventures, LLC subsidiary, purchased 169,780
  shares of Audible common stock from the Company for $1,000,000.   Audible is
  required to contribute $1,000,000 annually, or $4,000,000 in total,  towards
  funding the acquisition and creation of digital audio titles through Random
  House Audible.  This total contribution is being amortized over the 50-month
  term as a cost of content and services revenue.  During the three months ended
  March 31, 2001, $240,000, was recorded as a cost of content and services
  revenue related to this contribution.  The agreement further provides for
  Random House to be granted a warrant to purchase 878,333 shares of Audible
  common stock at various exercise prices that vest over the term of the
  agreement as well as the granting of additional warrants to Random House to
  purchase Audible common shares based on future performance.  The fair value of
  these warrants was determined in accordance with EITF Issue No. 96-18 and is
  being amortized as an expense on a straight-line basis over the 50-month term
  of the agreement.  The warrants are accounted for using variable plan
  accounting and compensation costs will vary each accounting period until the
  final measurement date.  During the three months ended March 31, 2001,
  $201,327 was recorded as a cost of content and services revenue related to
  these warrants with the non-cash credit for services to additional paid-in
  capital.  Additionally, the agreement contains provisions for profit
  participation and bounties, among other items.  Random House Audible is an
  imprint of Random House, Inc.'s Random House Audio Publishing Group division.

                                       10
<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

  The following discussion and analysis of our financial condition and results
of operations should be read in conjunction with our audited financial
statements and notes thereto appearing in our 2000 Annual Report on Form 10-K.
This discussion and analysis contains forward-looking statements that involve
risks and uncertainties.   Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of a number of
factors.

Overview

   We are the leading provider of premium spoken audio content, such as audio
versions of books and newspapers and radio programs, that is delivered over the
Internet and can be streamed and played back on personal computers and hand-held
electronic devices that have digital audio capabilities.  The Audible service
allows consumers to purchase and download our content from our Web site
(www.audible.com(TM)), store it in digital files and play it back on personal
computers and hand-held electronic devices.  We offer customers the opportunity
to subscribe to AudibleListener, a monthly audio service.  For a fixed monthly
fee, AudibleListener customers may download their choice of programs from
www.audible.com.  More than 28,000 hours of audio content, much of which is only
---------------
available in digital audio format at www.audible.com, is currently available on
our Web site.  Customers can also access products sold by Audible through
www.amazon.com.  Several manufacturers including Hewlett-Packard, Compaq
--------------
Computer Corporation, Casio Inc., Franklin Electronic Publishers, Digisette,
LLC., and SONICblue Incorporated's Rio Audio Group have agreed to support and
promote the playback of our content on their hand-held electronic devices.

   The market for the Audible service results from the increasing usage of the
Internet and the introduction of hand-held electronic devices that have digital
audio capabilities.  In contrast to traditional radio broadcasts, the Audible
service offers customers access to content of their choice and the ability to
listen to what they want, when and where they want--whether commuting,
exercising, relaxing or sitting at their personal computers. Unlike traditional
and online bookstores, which are subject to physical inventory constraints and
shipping delays, we provide a selection that is readily available in digital
format that can be quickly delivered over the Internet directly to our
customers.

  Revenue from the sale of audio content and services has increased in each of
the last four quarters.  We expect this trend to continue as we expand our
customer base.   As of March 31, 2001, more than 69,000 customers had purchased
content from our Web site.

  Hardware revenue represents revenue from the sale of AudibleReady hand-held
electronic devices, primarily the Rio 500, manufactured by SONICblue
Incorporated's Rio Audio Group.  During the three months ended March 31, 2001,
and 2000, hardware revenue accounted for 28% and 30%, respectively, of our total
revenue.  Hand-held electronic devices are sold from www.audible.com at a deep
                                                     ---------------
discount from normal retail price, when a customer enrolls in AudibleListener
for a 12-month period.

  Although we have experienced revenue growth in our content sales in recent
periods, there can be no assurance that such growth rates are sustainable, and
therefore such growth rates should not be considered indicative of future
operating results.  There can also be no assurance that we will be able to
continue to increase our revenue or attain profitability or, if increases in
revenue and profitability are achieved, that they can be sustained.  We believe
that period-to-period comparisons of our historical operating results are not
meaningful and should not be relied upon as an indication of future performance.

                                       11
<PAGE>

  We recognize revenue from the sale of individual content titles in the period
the content is downloaded and the customer's credit card is processed.  We
recognize revenue from content membership programs and subscription sales pro
rata over the membership or subscription term.  Typically, we pay our content
providers a royalty based upon net sales of the content downloaded by our
customers.  The majority of our content agreements require us to make advance
royalty payments for minimum guarantees which are amortized on a straight-line
basis over the term of the agreement or are expensed as royalties are earned,
whichever is sooner.  In addition, the Company periodically adjusts the balance
of royalty advances to reflect their estimated net realizable value.

  We recognize revenue from sales of hand-held electronic devices upon shipment.
We recognize revenue from audio production and hosting services we provide to
corporations as the services are performed.

  We are party to several joint marketing agreements with device manufacturers
such as Casio, Compaq Computer Corporation (Compaq), SONICblue Incorporated's
Rio Audio Group, Digisette LLC and Hewlett-Packard.  Under these agreements,
device manufacturers may receive a portion of the content revenue generated over
a specified period of time from each new Audible customer referred by them
through the purchase of a hand-held electronic device.  For example, a purchaser
of Compaq's hand-held electronic device will be able to use the device and our
AudibleManager software to access audible.com and download content.  Compaq will
receive a percentage of the revenue related to content downloaded by this
purchaser.  These revenue sharing arrangements typically last one or two years
from the date the device user becomes an Audible customer.

   In January 2000, the Company entered into two agreements with Amazon.com.  As
defined in the Co-Branding, Marketing and Distribution agreement, the Company is
the exclusive provider of digital spoken audio to Amazon.com.  In January, 2001,
the Company signed Amendment No.1 to its Co-Branding, Marketing, and
Distribution  Agreement with Amazon.com.  During the three-year term of this
agreement, in consideration for certain services, Amazon will receive
$22,500,000 plus a specified percentage of revenue earned over a threshold
amount in addition to common stock warrants.  Under the Securities Purchase
Agreement dated January 30, 2000, Amazon.com purchased 1,340,033 shares of
common stock from the Company for $20,000,000.

  In May 2000, Audible and Random House entered into a 50-month Co-Publishing,
Marketing, and Distribution Agreement to form a strategic alliance to establish
Random House Audible, a publishing imprint, as defined in the agreement, to
produce spoken word content specifically suited for digital distribution.   All
titles published by the imprint are being distributed exclusively on the
Internet by Audible.   As part of this alliance, Random House, through its
Random House Ventures, LLC subsidiary, purchased 169,780 shares of Audible
common stock from the Company.   Audible is required to contribute $1,000,000
annually towards funding the acquisition and creation of digital audio titles
through Random House Audible.  The agreement further provides for the granting
of a warrant to purchase 878,333 shares of Audible common stock to Random House
at various exercise prices that vest over the term of the agreement as well as
the granting of additional Audible common stock warrants to Random House based
on future performance.   Additionally, the agreement contains provisions for
profit participation and bounties, among other items.  Random House Audible is
an imprint of Random House, Inc.'s Random House Audio Publishing Group division.

   In February 2001, Microsoft purchased 2,666,666 shares of Audible Series A
Redeemable Convertible Preferred stock for $10,000,000 at a per share price of
$3.75.  Each share of preferred stock may be converted into four shares of
Common Stock, (equivalent to a price of $.9375 per share), subject to adjustment
under certain conditions.  The Series A Redeemable Convertible Preferred stock
is convertible at the option of the holder at any time prior to the fifth
anniversary of the original issue date.  Dividends are payable semi-annually at
an annual rate of 12% in either additional preferred shares or in cash at the
option of the Company.  On the fifth anniversary of the original issue date,
Audible is required to redeem all remaining outstanding shares at a per share
price of $3.75 plus all accrued and unpaid dividends.

                                       12
<PAGE>

Results of Operations

  The following table sets forth certain financial data for the periods
indicated as a percentage of total revenue for the three months ended March 31,
2001 and 2000.


<TABLE>
                                                                         Three Months
                                                                        Ended March 31,
                                                                   -------------------------
                                                                     2001             2000
                                                                          (unaudited)
Revenue, net:
<S>                                                             <C>                    <C>
  Content and services........................................           62%              44%
  Hardware....................................................           28               30
  Other.......................................................           10               26
                                                                   --------         --------
     Total revenue, net.......................................          100%             100%
Operating expenses:
  Cost of content and services revenue........................           61               55
  Cost of hardware revenue....................................           45              113
  Production expenses.........................................           78              238
  Development.................................................           41              162
  Sales and marketing.........................................          174              580
  General and administrative..................................           63              205
                                                                   --------         --------
     Total operating expenses.................................          462            1,353
                                                                   --------         --------

Loss from operations..........................................         (362)          (1,253)

  Other income, net...........................................          (11)             (78)
                                                                   --------         --------
Net loss......................................................         (351)%         (1,175)%

  Accrued dividends on redeemable preferred stock.............            8               --
                                                                   --------         --------

Net loss   applicable to common stockholders..................         (359)%         (1,175)%
                                                                   ========         ========
</TABLE>


Three months ended March 31, 2001 compared to three months ended March 31, 2000.


  Total revenue, net.    Total revenue, net for the three months ended March 31,
2001 was $2,130,000, as compared to $723,000 for the three months ended March
31, 2000, an increase of $1,407,000, or 195%.

  Content and services.    Content and services revenue for the three months
ended March 31, 2001 was $1,321,000, as compared to $315,000 for the three
months ended March 31, 2000, an increase of $1,006,000, or 319%.  Content and
services revenue increased as a result of our increased customer base, growth in
corporate clients and a bulk content sale.

  Hardware.    Hardware revenue for the three months ended March 31, 2001 was
$601,000, as compared to $219,000 for the three months ended March 31, 2000, an
increase of $382,000, or 174%.  Hardware revenue increased as a result of
selling more AudibleReady hand-held electronic devices, primarily the Rio 500.

  Other.    Other revenue for the three months ended March 31, 2001, was
$208,000, as compared to $189,000 for the three months ended March 31, 2000.
Revenue for the three-month period ended March 31, 2001 consisted of $189,000 in
revenue resulting from amortization of the advance from Microsoft relating to
granting Microsoft the right to distribute software platforms to enable users to
access and use Audible content, and $19,000 from royalties

                                       13
<PAGE>

earned from a license for certain technology rights to a device manufacturer.
Revenue for the three-month period ended March 31, 2000 consisted of $189,000 in
revenue resulting from amortization of the advance from Microsoft relating to
granting Microsoft the right to distribute software platforms to enable users to
access and use Audible content.

  Operating expenses.

  Cost of content and services revenue.    Cost of content and services revenue
was $1,304,000, or 99% of content and services revenue, for the three months
ended March 31, 2001, as compared to $394,000, or 125% of content and services
revenue, for the three months ended March 31, 2000.  This increase was primarily
due to the acquisition of additional content licenses, including our agreement
with Random House, which resulted in additional amortization of new content
agreement minimum guarantees, non cash amortization of warrants issued, and
other content costs.  For the three month period ended March 31, 2001, we also
recorded a charge of $206,000 to reflect the net realizable value of royalty
advances.  No similar charge was recorded for the three month period ended March
31, 2000.  Cost of content and services revenue as a percentage of content and
services revenue decreased due to the higher content and services revenue in the
2001 period.

  Cost of hardware revenue.    Cost of hardware revenue was $963,000, or 160% of
hardware revenue, for the three months ended March 31, 2001, as compared to
$820,000, or 375% of hardware revenue, for the three months ended March 31,
2000.  This increase was primarily due to selling more hand-held electronic
devices in the 2001 period versus the 2000 period.  Cost of hardware revenue as
a percentage of hardware revenue decreased as we eliminated many of the early
hardware related problems that occurred in the hand-held electronic units which
were shipped during the 2000 period.

  Production expenses.    Production expenses were $1,658,000 for the three
months ended March 31, 2001, as compared to $1,718,000 for the three months
ended March 31, 2000, a decrease of $60,000, or 3%.  This decrease was primarily
due to decreased outside services and consultants, offset in part by increased
personnel costs necessary to support and expand our infrastructure and systems,
as well as the additional personnel added in the area of content acquisition.

  Development.   Development costs were $879,000 for the three months ended
March 31, 2001, as compared to $1,168,000 for the three months ended March 31,
2000, a decrease of $289,000, or 25%.  This decrease was primarily due to
reduced outsourced costs as a result of the completion of the Web site upgrade
project in 2000, offset in part by increased personnel costs incurred in the
development of new versions of Audible Manager, AudibleReady formats, and
ongoing Web site related improvements.

  Sales and marketing.    Sales and marketing expenses were $3,696,000 for the
three months ended March 31, 2001, as compared to $4,195,000 for the three
months ended March 31, 2000, a decrease of $499,000, or 12%.  This decrease was
due to a reduction in certain advertising costs such as tradeshow expenses and
outdoor media, offset in part by increased personnel costs and increased
expenses recognized in connection with our Co-Branding, Marketing and
Distribution Agreement with Amazon.com.

  General and administrative.    General and administrative expense was
$1,340,000 for the three months ended March 31, 2001, as compared to $1,487,000
for the three months ended March 31, 2000, a decrease of $147,000, or 10%.  This
decrease was primarily due to decreased professional fees during the 2001 period
as well as the recognition of a reduction in business development expense
related to our Microsoft agreement, offset in part by additional depreciation
expense associated with leasehold improvements in our corporate offices.

  Other  income, net.   Other income, net in both periods consisted of interest
income and interest expense.  Interest income was $236,000 for the three months
ended March 31, 2001, as compared to $568,000 for the three months ended March
31, 2000, a decrease of $332,000.  This decrease was primarily due to less
interest income being earned from lower cash and cash equivalent and short-term
investment balances available.  Interest expense

                                       14
<PAGE>

was $1,000 for the three months ended March 31, 2001, as compared to $6,000 for
the three months ended March 31, 2000, a decrease of $5,000. This decrease was
due to the lower principal balance on our capital equipment lease line.

  Accrued dividends on redeemable preferred stock.   Accrued dividends on
redeemable preferred stock was $171,000 for the three months ended March 31,
2001 as compared to none for the three months ended March 31, 2000.  This
increase was due to the 12% dividends payable to Microsoft as a result of
Microsoft's purchase of 2,666,666 shares of Audible Series A Redeemable
Convertible Preferred Stock in February 2001.



Factors Affecting Operating Results

  We have only a limited operating history with which to evaluate our business
and prospects.   Our limited operating history and emerging nature of the market
for Internet-delivered audio content makes predicting our future operating
results difficult.   In addition, our prospects must be considered in light of
the risks and uncertainties encountered by companies in the early stages of
development in new and rapidly evolving markets, specifically the rapidly
evolving market for delivery of audio content over the Internet.

  We have incurred significant losses since inception, and as of March 31, 2001,
we had an accumulated deficit of $73,122,000.  We believe that our success will
depend largely on our ability to extend our leadership position as a provider of
premium digital spoken audio content over the Internet.  Accordingly, we plan to
continue to invest in sales and marketing, content acquisition and production
over the next several quarters to the extent available cash allows.

  Our operating results have varied on a quarterly basis during our short
operating history and may fluctuate significantly in the future as a result of a
variety of factors, many of which are outside of our control.  Factors that may
affect our quarterly operating results include but are not limited to: (1) the
demand for the Audible service; (2) the availability of premium audio content;
(3) sales and consumer usage of AudibleReady devices; (4) the introduction of
new products or services by a competitor; (5) the cost and availability of
acquiring sufficient web site capacity to meet our customers' needs; (6)
technical difficulties with our computer system or the Internet or system
downtime; (7) the cost of acquiring audio content; (8) the amount and timing of
capital expenditures and other costs relating to the expansion of our
operations; and (9) general economic conditions and economic conditions specific
to electronic commerce and online media.  In the past, we have experienced
fluctuations in demand for the Audible service based on the level of marketing
expenditures, the occurrence of external publicity and the quality of our
software and Web site.  Any one of these factors could cause revenue and
operating results to vary significantly in the future.  In addition, as a
strategic response to changes in the competitive environment, we may from time
to time make pricing, service or marketing decisions or acquisitions that could
cause significant declines in our quarterly operating revenue.

  Our limited operating history and the emerging nature of our market make
prediction of future revenue difficult.  We have no assurance that we will be
able to predict our future revenue accurately.  Because we have a number of
fixed expenses, we may be unable to adjust our spending in a timely manner to
compensate for unexpected revenue shortfalls.  Accordingly, any significant
shortfall in relation to our expectations could cause significant declines in
our operating results.  We believe that our quarterly revenue, expenses and
operating results could vary significantly in the future, and that period-to-
period comparisons should not be relied upon as indications of future
performance.  Due to the foregoing factors, it is likely that in some future
quarters our operating results will fall below the expectations of securities
analysts and investors, which could have a material adverse effect on the
trading price of our common stock.

                                       15
<PAGE>

  Liquidity and Capital Resources

  From inception through the date prior to our initial public offering, we
financed our operations through private sales of our redeemable convertible
preferred stock and warrants.  Net proceeds from the sales of redeemable
convertible stock and warrants were $28,719,000 since inception through our
initial public offering.

   On July 15, 1999, we completed an initial public offering of 4,600,000 shares
of common stock at $9.00 per share.   Total proceeds were $36,856,000, net of
underwriting discounts and commissions of $2,898,000 and offering costs of
$1,641,000.   Concurrent with the offering, all outstanding shares of our
redeemable convertible preferred stock were converted into 13,400,985 shares of
common stock.

  On February 8, 2001 Microsoft purchased 2,666,666 shares of Audible Series A
Redeemable Convertible Preferred stock for $10,000,000 at a per share price of
$3.75.

  At March 31, 2001, our principal source of liquidity was $20,801,000 in cash
and equivalents.

  At March 31, 2001, our principal commitments consisted of obligations under
our capital lease line, which allows us to purchase up to $1,750,000 of
equipment, operating lease commitments, contractual commitments with content
providers, revenue sharing commitments pursuant to agreements with device
manufacturers, and commitments under our agreements with Amazon.com and Random
House.  Through March 31, 2001, we had leased approximately $1,241,000 in
equipment on our lease line and had an outstanding lease obligation of $21,000.

  Net cash used in operating activities for the three months ended March 31,
2001 was $5,172,000.  Net cash used during the period was primarily attributable
to our net loss, increases in accounts receivable, and a decrease in royalty
obligations and advances, offset in part by services rendered for common stock
and warrants, depreciation and amortization.  Net cash used in operating
activities for the three months ended March 31, 2000 was $5,381,000.  Net cash
used during the period was primarily attributable to our net loss and increases
in royalty advances offset  in part by services rendered for common stock and
warrants and increased royalty obligations, accounts payable and accrued
expenses and compensation.

  Net cash provided by investing activities for the three months ended March 31,
2001 was $1,829,000.  Net cash provided during the period was primarily related
to redemptions of  short-term investments offset in part by cash used to
purchase property and equipment.   Net cash provided by investing activities for
the three months ended March 31, 2000 was $5,689,000.  Net cash provided during
the period was primarily related to redemptions of short-term investments offset
in part by purchases of short-term investments and cash used to purchase
property and equipment.

  Net cash provided by financing activities for the three months ended March 31,
2001 was $9,995,000.  Net cash provided by financing activities during the
period resulted primarily from the sale of Series A Redeemable Convertible
Preferred Stock to Microsoft.  Net cash provided by financing activities for the
three months ended March 31, 2000 was $25,000. Net cash provided by investing
activities during the period resulted primarily from the payments received on
notes due from stockholders, offset in part by capital lease payments.

  Based on the Company's currently proposed plans and assumptions related to the
implementation of its business plan, we believe that our current cash and cash
equivalents will be sufficient to meet our anticipated cash requirements into
the first quarter of 2002.  However, any projection of future revenues is
subject to a level of uncertainty; therefore we have developed a plan that will
allow the Company to reduce its expense base and reduce its cash requirements if
planned revenues are not achieved.  If  current cash and cash equivalents are
insufficient to satisfy our liquidity requirements in 2001, we will need to
raise additional funds through public or private financing or other
arrangements.  Beyond the first quarter of 2002, we will require additional cash
to fund our ongoing working capital and capital expenditures.  No assurance can
be given that such that such additional financing, when needed,

                                       16
<PAGE>

will be available on terms favorable to us or to our stockholders, if at all,
and that such financing would not be antidilutive to our stockholders.


New Accounting Standards

   In the second quarter of 1998, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities." In June 2000,
the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities-an Amendment of FASB Statement No. 133." SFAS No. 133
and SFAS No. 138 require an entity to recognize all derivatives as either assets
or liabilities in the statement of financial position and measure those
instruments at fair value. Gains or losses resulting from changes in the values
of those derivatives are accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. The Company currently does not
use derivative instruments and as such the adoption of SFAS No. 133 and SFAS No.
138 on January 1, 2001, had no effect on the Company's financial position,
results of operations or cash flows.


ITEM 3.   Qualitative and Quantitative Disclosure about Market Risk

We do not have operations subject to risk of foreign currency fluctuations, nor
do we use derivative financial instruments in our operations or investment
portfolio.



                          PART II - OTHER INFORMATION



ITEM 1.   Legal Proceedings.

  None

ITEM 2.   Changes in Securities and Use of Proceeds

  Recent Sales of Unregistered Securities


  The following information relates to securities issued or sold by us within
the period covered by this Form 10-Q.  During that time, we issued unregistered
securities in the transaction described below.  Securities issued in this
transaction were offered and sold in reliance upon the exemption from
registration under Section 4(2) of the Securities Act, relating to sales by an
issuer not involving any public offering. The sales of securities were made
without the use of an underwriter and the certificates evidencing the securities
bear a restrictive legend permitting the transfer thereof only upon registration
of the shares or an exemption under the Act.

     In February, 2001, Microsoft purchased 2,666,666 shares of Series A stock
     at a per share price of $3.75. Each share of Series A may be converted into
     four shares of Common Stock, (equivalent to a price of $.9375 per share),
     subject to adjustment under certain conditions. The stock is convertible at
     the option of the holder at any prior to the fifth anniversary of the
     original issue date. Dividends are payable semi-annually at a annual rate
     of 12% in either additional preferred shares or in cash at the option of
     the Company. On the fifth anniversary of the original issue date, the
     Company is required to redeem all remaining outstanding shares at a per
     share price of $3.75 plus all accrued and unpaid dividends.

                                       17
<PAGE>

  Report of Offering of Securities and Use of Proceeds Therefrom



  In July 1999, we commenced and completed a firm commitment underwritten
initial public offering of 4,600,000 shares of our common stock at a price of
$9.00 per share.  The shares were registered with the Securities and Exchange
Commission pursuant to a registration statement on Form S-1 (No.  333-76985),
which was declared effective on July 15, 1999.  The public offering was
underwritten by a syndicate of underwriters led by Credit Suisse First Boston
Corporation, J.  P.  Morgan Securities Inc., Volpe Brown Whelan & Company, LLC
and Wit Capital Corporation as their representatives.  After deducting
underwriting discounts and commissions of $2,898,000 and expenses of $1,641,000,
we received net proceeds of $36,856,000.

  During the three months ended March 31, 2001, we invested $5,401,000 of our
funds in accordance with the use of proceeds in our Registration Statement Form
S-1.  As of March 31, 2001, we have $20,801,000 in remaining funds, including
the $10,000,000 received from Microsoft in February 2001 related to the sale of
Series A Redeemable Convertible Preferred Stock,  which are currently in cash or
cash equivalents.  We plan to use the remaining funds available to increase our
sales and marketing efforts, acquire and produce new audio content, and other
uses at the discretion of our management.  None of the net proceeds of the
offering were paid directly or indirectly to any of our directors or officers,
or their associates, or persons owning 10 percent or more of any class of our
equity securities.

ITEM 3.  Defaults Upon Senior Securities

  Inapplicable


ITEM 4.  Submission of Matters to Vote of Security Holders

  None


ITEM 5.  Other Information

  None



ITEM 6.  Exhibits and Reports on Form 8-K


  (a)  Exhibits

       3.1*      Amended and Restated Certificate of Incorporation of Audible

       3.1.1***  Certificate of Designation of Designations, Limitations,
                 Restrictions And Relative Rights of the Series A Convertible
                 Preferred Stock of Audible, Inc.

       3.2*      Amended and Restated Bylaws of Audible

       10.1+*    License Agreement dated November 4, 1998, by and between
                 Microsoft Corporation and Audible

       10.2+*    Digital Rights Management Agreement dated November 4, 1998,
                 between Microsoft Corporation and Audible

       10.3+*    Development Agreement dated November 12, 1998, by and between
                 RealNetworks, Inc. and Audible

       10.4*     RealMedia Architecture Partner Program Internet Agreement dated
                 November 12, 1998, between RealNetworks, Inc. and Audible

       10.5*     Master Lease Agreement dated November 19, 1996, by and between
                 Comdisco, Inc. as lessor, and Audible as lessee

       10.5.1*   Addendum to Master Lease Agreement dated November 20, 1996, by
                 and between Comdisco, Inc., as lessor, and Audible, as lessee
                 (relating to Exhibit 10.5)


                                       18
<PAGE>


Exhibit Number             Description
--------------             -----------

10.8*     Loan and Security Agreement dated April 6, 1998, by and between
          Silicon Valley Bank, as lender, and Audible, as borrower, for a
          revolving line of credit of up to $1,000,000

10.10*    Security and Loan Agreement dated November 20, 1996, between Audible,
          as borrower, and Imperial Bank, as lender, for up to $500,000

10.14*    Amended and Restated Registration Rights Agreement dated February 26,
          1998, by and among Audible and certain stockholders named therein

10.14.1*  Amendment No. 1 to Amended and Restated Registration Rights
          Agreement dated December 18, 1998 (relating to Exhibit 10.14)

10.14.2*  Amendment No. 2 to Amended and Restated Registration Rights
          Agreement dated June 17, 1999 (relating to Exhibit 10.14)

10.15*    1999 Stock Incentive Plan

10.16*    Form of Common Stock Warrants issued March 31, 1997 by Audible to
          various investors in connection with the Series C preferred stock
          financing

10.17*    Form of Stock Restriction Agreement by and between Audible and the
          Named Executive Officers made in connection with various purchases and
          sales of shares of restricted common stock

10.18*    Form of Promissory Note made by the Named Executive Officers in favor
          of Audible in connection with various purchases and sales of shares of
          restricted common stock

10.19*    Office Lease dated September 20, 1997, by and between Audible, as
          tenant, and Passaic Investment LLC, Sixty-Five Willowbrook Investment
          LLC and Wayne Investment LLC, as tenants-in-common, as landlord

10.20*    Sublease Agreement dated July 19, 1996, by and between Audible, as
          sublessee, and Painewebber Incorporated, as sublessor

10.21+*   Agreement dated April 3, 1999 by and between Audible and Diamond
          Multimedia Systems, Inc.

10.22*    Common Stock Purchase Warrant, issued April 22, 1999, to Microsoft
          Corporation



                                       19
<PAGE>



Exhibit Number             Description
--------------             -----------

10.23*    Employment Offer Letter from Audible to Guy Story dated September
          10, 1996

10.24*    Employment Offer Letter from Audible to Brian Fielding dated April
          25, 1997

10.25*    Employment Offer Letter from Audible to Travis Millman dated September
          29, 1997

10.26*    Employment Offer Letter from Audible to Andrew Kaplan dated May 25,
          1999

10.27**   Employment Offer Letter from Audible to Thomas G. Baxter dated
          February 3, 2000

10.28**   Warrant Agreement to purchase 10,000 Shares of Common Stock at a price
          of $7.65 per share, dated October 8, 1999, issued by Audible to
          National Public Radio, Inc.

10.29*    Common Stock Purchase Warrant, W-1, issued June 17, 1999, to Robin
          Williams

10.30*    Common Stock Purchase Warrant, W-2, issued June 17, 1999, to Robin
          Williams

10.31++#  Securities Purchase Agreement dated January 30, 2000, by and between
          Audible and Amazon.com Commerce Services, Inc.

10.32++#  Co-Branding, Marketing and Distribution Agreement dated January 30,
          2000, by and between Audible and Amazon.com Commerce Services, Inc.

10.33***  Series A Convertible Preferred Stock Purchase Agreement by and between
          Audible Inc. and Microsoft Corporation dated as of February 8, 2001.

10.34##   Amendment No. 1 to Co-Branding, Marketing and Distribution Agreement
          dated as of January 24, 2001 by and between Amazon.com Commerce
          Services, Inc. and Audible.

-------------------------------------------------

*    Incorporated herein by reference to the Company's Registration Statement on
     Form S-1, No. 333-76985

**   Incorporated by reference from the Company's 10K/A for the period ended
     December 31, 1999

#    Incorporated by reference from the Company's 10Q for the quarterly period
     ended September 30, 2000

***  Incorporated by reference from the Company's 10K for the period ended
     December 31, 2000.

+    Portions of these Exhibits were omitted and have been filed separately with
     the Secretary of the Commission pursuant to the Company's Application
     requesting Confidential Treatment under Rule 406 of the Securities Act of
     1933.

++   Portions of these Exhibits were omitted and have been filed separately with
     the Secretary of the Commission pursuant to the Company's Application
     requesting Confidential Treatment under Rule 24 b-2 of the Securities
     Exchange Act of 1934.

##   To be filed by Amendment.



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<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                             AUDIBLE, INC.



                             By:    /s/ Andrew P Kaplan
                                    -------------------------------------------
                             Name:  Andrew P.  Kaplan
                             Title: Chief Financial Officer and
                                     Vice President, Finance and Administration


Dated:  May  14, 2001




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