SecProbe.io

Mail Stop 3561

      July 6, 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 reviewed your responses to our commen ts on the above referenced filings as
set forth in your letter da ted June 15, 2006.  Our review resulted in the following
additional comments.

Form 10-K for Fiscal Year Ended December 31, 2005

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

Accrued Expenses and Other Current Liabilities, page 57
1. We have reviewed your response to comment 7 in our letter dated May 24,
2006.  Please demonstrate for us the imma teriality of the income you recorded
for unredeemed gift certificates relative  to pretax earnings in each period
presented.  Otherwise revise your future  filings as previously requested to
disclose the amount of income you record  for unredeemed gift certificates in
each period presented.  Also tell us a nd revise your proposed gift certificate
policy disclosure to clarify what you mean when you say that you recognize revenue for gift certificates without expiration dates “whe n the likelihood of
redemption becomes remote.”  In partic ular, explain whether such recognition
is based on specific identification of gift certificates that will  not be redeemed,

Mr. Peek
Amazon.Com, Inc.
July 6, 2006 Page 2 of 2
or based on experience with a homogeneous  pool of transacti ons.  Also clarify
how you determine when the likelihood of redemption is remote, and whether the estimated breakage is recorded as other gift certificates in the homogeneous pool are redeemed, or whethe r the entire amount of breakage is
recorded at the point in time when redemp tion is determined to be remote.

Vendor Agreements, page 59
2. We have reviewed your response to comment 8 in our letter dated May 24, 2006.  Please demonstrate for us the im materiality of total cooperative
advertising receipts relative to pretax  earnings for each period presented, or
otherwise revise your future filings as previously requested to disclose the
amount of cooperative advertising payments received each period.  Also disclose the amount of total cooperativ e advertising payments included in the
cost of sales versus the marketing line  items on your statements of operations.

*    *    *    *

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.

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