SecProbe.io

Mail Stop 3561
 April 27, 2010
 Shelley Reynolds  Vice President, Worldwide Controller and
Principal Accounting Officer
Amazon.com, Inc.  1200 12th Avenue South Suite 1200  Seattle, Washington 98144-2734

Re:  Amazon.com, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed January 29, 2010 Definitive Proxy Statement on Schedule 14A  Filed April 14, 2010 File No. 000-22513

Dear Ms. Reynolds:

We have reviewed your filings and ha ve the following comments.  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 in sufficient detail for an understanding of the
disclosure how you intend to comply by providing us with your proposed revisions.  If you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed 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 raise additional
comments.               Please understand that the purpos e of our review 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 us at the telephone numbers listed at the end of this letter.

Shelley Reynolds
Amazon.com, Inc.
April 27, 2010 Page 2  Form 10-K for Fiscal Year Ended December 31, 2009

 Item 8.  Financial Statements and Supplementary Data, page 36

 Note 1 – Description of Business and Accounting Policies, page 42

 Leases and Asset Retirement Obligations, page 44

1. It appears that you apply the guidance in FASB ASC paragraph 840-40-15-5 for
build-to-suit lease arrangements to the extent you are involved in the construction of structural improvements or take some  level of construc tion risk prior to
commencement of a lease.  Please tell  us why you meet the criteria for
determining whether you are the owner of the assets unde r construction and/or the
automatic indicators of ownershi p in ASC Section 840-40-55.
 Revenue, page 47

2. Please tell us how you determine the exp ected lives of products with multiple
elements accounted for as a single unit of accounting and why you believe the
useful lives are appropriate.

Note 4− Acquisitions, Goodwill, and Acquired Intangible Assets, pages 54-55

3. Please expand your disclosure in future f ilings to provide all of the information
required by ASC paragraphs 805-10-50- 2, 805-20-50-1 and 805-30-50-1 to the
extent applicable.  For example, additio nal disclosures that should be provided
include:

• the primary reasons for the acquisition;

• the amount of acquisition-related costs, the amount recognized as an expense
and the line item in the income statement in which the expense is recognized;
 • the amounts of revenue and earnings of the acquire since the acquisition date
included in consolidated income;
 • a qualitative description of the fact ors that make up the goodwill recognized
and the total amount of goodwill that is expected to be deductible for tax
purposes;

• method of determining fair valu e of common stock issued; and
 • amount of goodwill by reportable segment.

Shelley Reynolds
Amazon.com, Inc.
April 27, 2010 Page 3  Definitive Proxy Statement on Schedule 14A

4. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the process you undertook to reac h that conclusion.

* * * * *

 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  You may wish  to provide us with marked copies of your
disclosure to expedite our revi ew.  Please furnish a letter th at keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.              We urge all persons who ar e responsible for the accuracy and adequacy of the
disclosure in these filings to  be certain that the filings include all information required
under the Securities Exchange Act of 1934 and that 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 filings;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filings; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities 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 filings or in response to our comments on your filings.

Shelley Reynolds
Amazon.com, Inc.  April 27, 2010 Page 4
You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or
William Thompson, Branch Chief, at (202) 551-3344 if you have questions regarding comments on the financial statements and related matters.  Please contact Catherine Brown, Staff Attorney, at (202) 551-3513 or  me at (202) 551-3720 with any other
questions you may have.

Sincerely,

H. Christopher Owings  Assistant Director