SecProbe.io

Mail Stop 3561

August 21, 2007

By U.S. Mail and facsim ile to (206) 266-7010

Jeffrey P. Bezos
Chairman, President and Chief Executive Officer
Amazon.com, Inc.
1200 12th Avenue South, Suite 1200
Seattle, WA  98144-2734

Re: Amazon.com, Inc.
 Definitive 14A
Filed April 27, 2007
 File No. 0-22513

Dear Mr. Bezos:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation
disclosure.

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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 You should comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply.
Please understand that after our review of all of your responses, we may raise additional
comments.

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Jeffrey P. Bezos
Amazon.com, Inc.
August 21, 2007 Page 2
Compensation of Directors, page 6
1. Please discuss the factors the nominati ng and corporate governance committee
takes into consideration in determining whether to grant additional stock-based
awards as compensation for th e services of the directors.   Refer to Item 402(k)(3)
of Regulation S-K.  For example, disclo se whether the nominating and corporate
governance committee considers the number and value of restricted stock units
that a director holds at the time of an award and whether it considers service on
board committees.

Director Compensation for 2006, page 6
2. Please include a total column.  See Item 402(k)(1) of Regulation S-K.

Compensation Discussion and Analysis, page 13
3. We refer you to Item 402(b)(1)(ii), (iv) and (v) of Regulation S-K.  Please expand
your discussion of the material elements of compensation to analyze fully what
the compensation program is designed to reward, why you choose to pay each
element and how you determine the amount for each element of pay.  Please explain why you pay specific amounts of  compensation.  Pl ease provide an
analysis of how you determine the amount of additional stock-based awards that
you make periodically.  Please include an anal ysis of how the “various factors” in
the last paragraph on page 13 resu lted in the compensation committee
determining the compensation levels and mix for each named executive officer.
Also discuss your policies for allocati ng among different forms of stock-based
awards.  See Item 402(b)(2)(ii) of Regulation S-K.
4. You indicate that you consider a named ex ecutive officer’s current and expected
contributions in setting compensation.   Please discuss how you structure and
implement specific forms of compensa tion to reflect the named executive
officer’s individual performance or cont ribution and describe the elements of
individual performance or contribution th at you have taken into consideration.
See Item 402(b)(2)(vii) of Regulation S-K.
5. Please discuss the reasons why you would issue additional stock-based awards on
a periodic basis and how you determine wh en to make awards of stock-based
compensation.  See Item 402(b)(2)(iv) of Regulation S-K.  Also discuss whether
you make awards at any particular time of the year.
6. You state that you review mark et compensation of similarly-situated executives at
other companies.  Please identify the companies whose compensation you have reviewed.  See Item 402(b)(2)(xiv) of Regulation S-K.

Jeffrey P. Bezos
Amazon.com, Inc.
August 21, 2007 Page 3
7. We refer you to Securities Act Release 8732A, Section II.B.1.  As noted in that section, the compensation discussion and an alysis should be suffi ciently precise to
identify material differences in co mpensation policies for individual named
executive officers.  Messrs. Dalzell, Pi acentini and Wilke received stock awards
that were significantly higher than th e amount received by Mr. Szkutak.  Please
supplement the disclosure to explain th e reasons for the differences in the
amounts of compensation awarded to the na med executive officers in addition to
the brief reference to the vice presid ent of human resources and the chief
executive officer considering cash co mpensation and the expected amount of
stock-based compensation that will vest.

Grants of Plan-Based Awards in Fiscal Year 2006, page 16
8. Please include narrative disclosure to the grants of plan-based awards table to explain the reasons for the differing vesting schedules for each of the named executive officers while the grant date wa s the same for each grant.  See Item
402(e) of Regulation S-K.

Potential Payments Upon Termination of Employment or Change-In-Control, page 18
9. Please quantify the estimated payments and benefits that you would provide upon
termination or a change in control.  See Item 402(j)(2) of Regulation S-K.

Certain Relationships and Relate d Person Transactions, page 21
10. Please identify by name each natural person who is involved in a related person transaction.  See Item 404(a)  and related Instruction 1.a .iii. of Regulation S-K.
Also, disclose the amounts of the equity  interests and bonuses awarded to these
persons.
11. Instead of referring to Item 404(a) of Regulation S-K, please discuss fully the
types of transactions that ar e subject to review.  Also, di sclose the standards to be
applied under the review po licies and procedures.  Cl arify whether the policies
and procedures for the review, approval or ratification of transactions with related
persons are in writing, and, if not, how the policies and procedures are evidenced.
See Item 404(b)(1)(i), (ii) a nd (iv) of Regulation S-K.

 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

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

Jeffrey P. Bezos
Amazon.com, Inc.
August 21, 2007 Page 4
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.

 When you respond 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 disclo sure in response to comments do not
foreclose the Commission from taking a ny 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 pers on under the federal s ecurities 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 Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3238 with any questions.

Sincerely,

Ellie Quarles
Special Counsel