AUDIBLE INC S-1

S-1

FORM S-1

EX-1.1

FORM OF UNDERWRITING AGREEMENT

EX-3.1

RESTATED CERTIFICATE OF INCORPORATION OF AUDIBLE

EX-3.1.1

CERT OF AMEND OF CERT OF INC., 7/22/97

EX-3.1.2

CERT OF AMEND OF CERT OF INCORPORATION 2/5/98

EX-3.1.3

CERT OF AMEND OF CERT OF INCORPORATION 12/18/98

EX-3.3

BYLAWS OF AUDIBLE

EX-3.3.1

AMEND #1 TO AUDIBLE BYLAWS

EX-10.5

MASTER LEASE AGREEMENT

EX-10.5.1

ADDENDUM TO MASTER LEASE AGREEMENT

EX-10.6

WARRANT AGREEMENT

EX-10.7

WARRANT AGREEMENT

EX-10.8

LOAN AND SECURITY AGREEMENT

EX-10.9

WARRANT TO PURCHASE STOCK

EX-10.10

SECURITY AND LOAN AGREEMENT

EX-10.11

WARRANT AGREEMENT

EX-10.12

PROMISSORY NOTE 3/28/97, DONALD KATZ

EX-10.12.1

ALLONGE TO NOTE

EX-10.13

SECURITY AGREEMENT

EX-10.14

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EX-10.14.1

AMENDMENT NO. 1 TO AMENDED AND RESTATED REGIST.

EX-10.15

1999 STOCK INCENTIVE PLAN

EX-10.16

FORM OF COMMON STOCK WARRANTS

EX-10.17

FORM OF STOCK RESTRICTION AGREEMENT

EX-10.18

FORM OF PROMISSORY NOTE

EX-10.19

OFFICE LEASE

EX-10.20

SUBLEASE AGREEMENT

EX-11.1

STATEMENT OF COMPUTATION OF LOSS PER SHARE

EX-23.1

CONSENT OF KPMG LLP

EX-27

FINANCIAL DATA SCHEDULE