SecProbe.io

March 12, 2012
 Via E-mail

Shelly Reynolds Vice President and Worldwide Controller Amazon.com, Inc. 410 Terry Avenue North Seattle, Washington 98109-5210
Re: Amazon.com, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 1, 2012 File No. 0-22513

Dear Ms. Reynolds:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Item 1A. Risk Factors, page 5

 We Could Be Harmed by Data Loss or Other Security Breaches, page 10

1. We note that Zappos.com announced on its webs ite that a cyber att ack occurred during
which millions of user accounts were compro mised.  Please tell us what consideration
you gave to including expanded disclosure c onsistent with the guidance provided by the
Division of Corporation Finance’s Disclosure  Guidance Topic No. 2.  In particular, in
light of the fact that your subsidiary has actually experienced this cyber attack (as
opposed to warnings that you may experience such an attack),  please address whether
disclosure of the breaches would provide the pr oper context for this risk factor disclosure
and whether the potential harm to your business resulting from these and similar breaches
should be expanded to address reputational damage affecting customer or investor
confidence.

Shelly Reynolds Amazon.com, Inc. March 12, 2012 Page 2

 2. We note that you rely on third party technol ogy and systems in certain aspects of your
business, including for encryption and auth entication technology to securely transmit
confidential information.  Please explain to us how these technologi es and systems fit
into your business operations and de scribe the associated risks.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18
 Results of Operations, page 24

3. Please tell us your considerati on of quantifying, to the extent practicable, the effect of the
factors contributing to increases in fulf illment, marketing and technology and content
costs.  Please also tell us your considerat ion of discussing why fulfillment, marketing and
technology and content costs increased as a percentage of net sales.

4. Please tell us your consideration of discus sing why the effective tax rate increased
significantly from fiscal 2010 to 2011.
 Item 8. Financial Statements and Supplementary Data, page 34

5. Please provide us with your income signifi cance test supporting your  determination that
the financial statements of LivingSocial are no t required to be filed pursuant to Rule 3-09
of Regulation S-X.
 Consolidated Statements of Operations, page 37

6. Please tell us your considerat ion of stating separately co st of products and cost of
services.  Refer to Rule 5-03.2 of Regulation S-X.

7. We note your disclosure on page 30 that equi ty-method investment ac tivity, net of tax,
includes gains of $163 million as a result of re ductions in your equity ownership and a
recovery on the sale of an e quity position.  Please tell us you r consideration of classifying
these gains as non-operating income or separate ly stating gains/losses from the equity
pickup.  In your response, please include your  consideration of pr edominant practice in
classifying gains or losses on investments.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Shelly Reynolds Amazon.com, Inc. March 12, 2012 Page 3

 the company is responsible for the adequacy an d accuracy of the disclo sure 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 comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Adam Phippe n, Staff Accountant, at ( 202) 551-3336 or me at (202)
551-3344 if you have questions regarding comments  on the financial statements and related
matters.  Please contact Daniel  Leslie, Staff Attorney, at (202) 551-3876 or Catherine Brown,
Staff Attorney, at (202) 551-3513 if you have que stions regarding any other comments.

Sincerely,
    /s/ William H. Thompson
 William H. Thompson Accounting Branch Chief
  cc:  Michelle Wilson
 General Counsel