SecProbe.io

Mail Stop 3561

      May 24, 2006

Mr. Mark S. Peek
Vice President and Chief Accounting Officer
Amazon.Com, Inc.
1200 12th Avenue South
Suite 1200
Seattle, WA 98144-2734

 Re: Amazon.Com, Inc.
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
Filed February 17, 2006
Form 10-Q for Fiscal Quar ter Ended March 31, 2006
  File No. 0-22513

Dear Mr. Peek:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone number listed at the end of this letter.

Mr. Peek
Amazon.Com, Inc.
May 24, 2006 Page 2 of 5
Form 10-K for Fiscal Year Ended December 31, 2005

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 24

Liquidity and Capital Resources, page 29
1. Each time the measure “free cash flow” is presented, please revise your disclosures as follows:  1) identify the measure as a non-GAAP measure of liquidity; 2) disclose alo ngside it, with equal or greater prominence, cash flows
from operating, investing, and financing activities; and 3) provide a cross-
reference to the non-GAAP disclosures provid ed on page 43.  Please note it is not
sufficient to present and discuss free cash flows on page 29, without identifying
the measure as a non-GAAP measure until page  43.  Likewise it is not appropriate
to give the measure undue prominence by di scussing it in the fi rst paragraph of
your liquidity and capital resources sec tion, while deferring th e discussion of your
GAAP based liquidity measures until later in the document.  Refer to the requirements of Item 10(e) of Regulati on S-K as well as our  Frequently Asked
Questions Regarding the Use of Non-GAAP  Financial Measures, issued June 13,
2003 and available on our website at
www.sec.gov  (hereinafter “the non-GAAP
FAQ”).

Results of Operations, page 32
2. Please revise the discussion of your resu lts of operations to give readers an
understanding of the extent to which your  revenues and income are generated by
sales of tangible products owned by you or by commissions on sales of third party sellers.  Please also discuss significa nt changes in your revenue mix year over
year and quantify how those changes a ffect your gross margin, income from
operations, and net income.  We believe such  disclosure is part icularly relevant
since it appears your commission revenues te nd to generate significantly higher
margins than your sales of tangible products .  From your current disclosures, it is
unclear the effect on your historical oper ating results of fluctuations in your
revenue mix.  It is likewise unclear where you expect revenue growth in the future
and how you expect this to affect your fu ture results of operations and financial
condition.

Net Sales, page 33
3. We note the references to your co-bra nded credit card agreement here and
throughout the filing.  In light of the e ffect of such agreement on revenues and
gross profit, please tell us and revise to disclose the nature and significance of the
agreement.  In doing so, please quantify the extent to which fees under this

Mr. Peek
Amazon.Com, Inc.
May 24, 2006 Page 3 of 5
arrangement contributed to changes in your results of operations for the periods presented.

Operating Expenses, page 37
4. Reference is made to your disclosure of various operating expenses excluding
stock-based compensation.  As these m easures represent non-GAAP measures,
please revise your disclosure to clearly identify the measures as such.  Such identification should be included on the page where the non-GAAP measures are
presented, and not six pages later in th e document.  Please also refer to SAB
Topic 14:G and comprehensively address ea ch of the disclosure requirements
included in the interpretive  response to Question 2.

Consolidated Statements of Operations, page 50
5. To the extent that revenues from commi ssions/services constitute 10% or more of
total revenues, please revise  the face of your statem ents of operations to
disaggregate these revenues from sales of tangible products.  Also similarly disaggregate the related cost of sales.  Re fer to Rules 5-03(b)(1) and 5-03(b)(2) of
Regulation S-X.

Consolidated Balance Sheets, page 51
6. Please remove the subtotal “Cash, cash e quivalents, and marketable securities”
from the face of your balance sheet.  This  presentation is not prescribed by Rule
5-02 of Regulation S-X and may suggest to a reader that marketable securities are
as liquid as cash.

Note 1 – Description of Business and Accounting Policies, page 53

Accrued Expenses and Other Current Liabilities, page 57
7. Please disclose how you account for gift car ds that are never redeemed.  To the
extent that unredeemed gift card liabili ties are relieved into income, please
disclose the timing of recognition of such  income.  Further, please tell us the
amount of unredeemed gift cards record ed as income in each period presented,
and disclose these amounts, if material.

Mr. Peek
Amazon.Com, Inc.
May 24, 2006 Page 4 of 5
Vendor Agreements, page 59
8. Please disclose the amount of cooperative a dvertising receipts included in costs of
sales and marketing expenses during each period presented.  Additionally, please revise your MD&A to discuss how cha nges in vendor consideration between
periods impacted the various statements of operations line items, if material.

Stock-Based Compensation, page 60
9. Please remove the presentation on page 62 of your various income and cash flow
measures adjusted to exclude the eff ects of adopting SFAS 123R, as such
measures represent non-GAAP measur es.  The presentation of non-GAAP
measures on the face of the financial stat ements or in the accompanying notes is
prohibited by Item 10(e)(1)(ii)(C) of Regul ation S-K.  Refer also to SAB Topic
14:G.

Item 9A. – Controls and Procedures, page 83
10. You state that your certifyi ng officers concluded that you r disclosure controls and
procedures were effective in “timely alerting them to material information
required to be included in [your] periodi c SEC reports.”  Please revise your
conclusion to include the full definition of disclosure controls and procedures as
outlined in Exchange Act Rule 13a-15(e) rather than the summarized definition you include now.  In particular, please revi se to state, if true, whether the same
officers concluded the controls and procedures were effective to “ensure that information required to be disclosed by [ you] in the reports th at [you] file or
submit under the Act is recorded, proce ssed, summarized and reported, within the
time periods specified in the Commission's rules and forms” and to “ensure that information required to be disclosed by [ you] in the reports th at [you] file or
submit under the Act is accumulated and communicated to [your] management, including [your] principal executive and pr incipal financial officers, or persons
performing similar functions, as appropria te to allow timely decisions regarding
required disclosure.”  Additionally, pleas e confirm to us that your conclusion
regarding effectiveness would not change had these statements been included in
the filing.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a response letter that keys
your responses to our comments and provide s any requested information.  Detailed
response letters greatly facilita te our review.  Please file your response letter on EDGAR.
Please understand that we may have additiona l comments after reviewing responses to
our comments.

Mr. Peek
Amazon.Com, Inc.
May 24, 2006 Page 5 of 5

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Staff Accountant Sarah Goldberg at (202) 551-3340, or in her
absence, Robyn Manuel at (202) 551-3823 if you have questions regarding comments on
the financial statements and related matters .  Please contact me at (202) 551-3843 with
any other questions.

        S i n c e r e l y ,

        George F. Ohsiek, Jr.
        B r a n c h  C h i e f