SecProbe.io

Mail Stop 3561          August 25, 2009
L. Michelle Wilson
Senior Vice President, Gene ral Counsel and Secretary
Amazon.com, Inc.  1200 12th Avenue South, Suite 1200 Seattle, Washington  98144-2734

Re: Amazon.com, Inc.
Registration Statement on Form S-4 Filed July 27, 2009
  File No. 333-160831

Dear Ms. Wilson
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Registration Statement on Form S-4

Questions and Answers, page 3
Q6. Why is my written consent important?
1. Where you state the amount necessary fo r shareholder approval, please also
mention the Voting Agreement and the f act that it provides for a sufficient
number of consents to be executed and de livered to approve the Merger and adopt
and approve the Merger Agreement and the transactions contemplated under
California law.  In doing so, please revise  to state the number and percentage of
shares that will be required to be re presented by consents in favor of the
transaction in order for the merger to be consummated.  In this regard, please

L. Michelle Wilson
Amazon.com, Inc. August 25, 2009 Page 2
ensure that your disclosu re here and on page 9 under “Required Consents” is
consistent.

Summary, page 7

Adoption and Approval of the Merger Agreement, page 7
Interests of Certain Persons  in the Merger, page 8
2. Please expand your disclosure in the s econd full paragraph on page eight to
summarize the positions and relative inte rests of Mr. Hsei h, Mr. Lin and Mr.
Mossler, as you more fully describe on page 45.  You also state that the
“Proposed Merger – Interests of Certain Pe rsons in the Merger” is located on page
47, but it is currently locate d on page 45.  Please revise.

Outstanding Shares, page 9
3. Where you state the percentage of shares he ld by directors, executive officers and
their affiliates, please also state whether all of those shares are subject to the Voting Agreement and, if not, whether you expe ct such holders to vote in favor of
the transaction.

Summary Selected Financial Data, page 16

4. Please revise your table begi nning on page 16 to include your financial data for
the period ended June 30, 2009.  Refer to Item 301 of Regulation S-K.

Solicitation of Written Consents, page 30
Voting Agreement, page 31
5. We note your discussion in the last paragraph on page 31, and your similar
disclosure on page 8, rega rding the voting agreement among the majority holders
of Zappos outstanding common stock, outstanding preferred stock and
outstanding Series E and Se ries F preferred stock.  Given that the voting
agreement appears to assure the approva l of the Merger, the Merger Agreement
and the transactions contemplated ther eby, please revise your disclosure to
prominently describe the effects of the voting agreement.
6. We note that certain shareholders have entered into a voting agreement whereby
they have agreed to vote all of their shares of Zappos common stock, preferred
stock and Series E and Series F preferred stock in favor of the merger and related
transactions.  Please provide us your analysis  as to why the lock-up of such shares
is consistent with the guidance contai ned in our Compliance and Disclosure
Interpretation, Securitie s Act Sections, Interpretive Responses Regarding
Particular Situations, No. 239.13 (Available at http://www.sec.gov/divisions/corpfin/guida nce/sasinterp.htm.).  Specifically, tell

L. Michelle Wilson
Amazon.com, Inc. August 25, 2009 Page 3
us why you believe it is a ppropriate to expand the group to Morgan Stanley
Principal Investments.

Proposed Merger, page 33

Background of the Merger, page 33
7. Where you state on page 34 that durin g May 2009 representative of Zappos,
Morgan Stanley, Amazon and Lazard discu ssed the feasibility and possible terms
of a business combination, including disc ussions regarding the form and amount
of consideration, please elaborate upon what was di scussed.  Disclose what
amount and when the initial offer was proposed by Amazon, as well what the
counter-proposal by Zappos on May 22, 2009 constituted.  Please also disclose
the amount of the June 1, 2009 proposed purchase price.
8. Please revise to elaborate upon the altern atives considered by Zappos on May 22,
2009 and why they were not pursued.
9. Please elaborate upon the description of  the May 28, 2009 presentation made by
Amazon to Zappos.

Opinion of Zappos’ Financial Advisor, page 38
10. Please revise your discussion of the Opini on of Zappos’ Financial Advisor to state
that Morgan Stanley has consented to the use of the opinion in your filing.
Alternatively, please re move the language in the fairne ss opinion to the effect that
“[t]his opinion is for the information of the Board of Directors of the Company
and may not be used for any other purpose….”
11. On page 44, please disclose Morgan St anley’s fee for rendering its fairness
opinion, including the portion which is c ontingent upon the consummation of the
Merger.  We note your narrative description of the amounts to be paid; please also
include a quantita tive description.

Interests of Certain Persons  in the Merger, page 45
12. Please file as exhibits th e retention agreements you refer to in the fourth full
paragraph on page 45, or pr ovide us with your analys is as to why you believe
these agreements are not material in si gnificance.  Refer to Item 601(b)(10) of
Regulation S-K.
13. Please revise to quantify the value of  the options whose vesting will be
accelerated in connection with the merger.

L. Michelle Wilson
Amazon.com, Inc. August 25, 2009 Page 4  Summary of the Merger Agreement, page 47

Cautionary Statement Concerning Represen tations and Warranties Contained in the
Merger Agreement, page 47

14. We note your statements in the second  paragraph on page 47 that investors
“should not rely upon the representations a nd warranties contained in the Merger
Agreement” and that these representations and warranties “have been made solely for the benefit of the other parties to the applicable agreement.”  Please revise
these statements, as well as your later statement that “representations and
warranties should not be relied upon by shar eholders,” to remove any potential
implication that the prospectus or merg er agreement does not constitute public
disclosure under the federal securities laws.

Appendix A, Agreement and Plan of Merger, page A-1

15. Please file an agreement to furnish the st aff with a copy of any omitted exhibit or
schedule to the Agreement and Plan of Merger upon request.  The agreement may
be included in the exhibit index to the registration statement.  Refer to Item
601(b)(2) of Regulation S-K.

Exhibit 5.1 Opinion of Gibson, Dunn & Crutcher LLP
16. We note counsel’s statement in the thir d paragraph of its opinion that they
“assume no obligation to revise or suppl ement [the] opinion … .”  Please have
counsel revise the opinion to state that  they have no obligation to update the
opinion after the date of e ffectiveness, or have couns el re-file the opinion on the
date of effectiveness.

Exhibits 8.1 and 8.2
17. Please file your tax opinions in a time ly manner so that we may review them
before you request that your regist ration statement become effective.

* * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

L. Michelle Wilson
Amazon.com, Inc. August 25, 2009 Page 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 Act of 1933 and Securities Exch ange Act of 1934 that they have provided
all information investors require for an informed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:

• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement 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 our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

L. Michelle Wilson
Amazon.com, Inc. August 25, 2009 Page 6
 Please contact Chris Chase, Attorney-A dvisor, at (202) 551-3485, Mara Ransom,
Legal Branch Chief, at (202) 551-3264 or me at (202) 551-3725 with any questions.

     S i n c e r e l y ,          H. Christopher Owings
Assistant Director

cc: Ronald O. Mueller
 Gibson, Dunn & Crutcher LLP  (Via Facsimile)   William R. Schreiber
 Robert A. Freedman
 Fenwick & West LLP  (Via Facsimile)