SecProbe.io

April 2 4, 2013

Via E -mail
Shell ey Reynolds
Vice President, Worldwide Controller
Amazon.com, Inc.
410 Terry Avenue North
Seattle, WA 98109 -5210

Re: Amazon.com, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed January 30, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 12, 2013
File No . 000-22513

Dear Ms. Reynolds :

We have reviewed your filing s 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 s, by
providing the requested information, or by advising us when you will pr ovide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Annual Report on Form 10 -K for the Fiscal Year Ended December 31, 2012

Management’s Discussion & Analysis  . . . , page 18

1. We note that during 2012, net sales from your International segmen t accounted for 43%
of your consolidated revenues, and that you “expect the International segment will
represent 50% or more of consolidated net sales” on page 25. In this regard, we note from
the table on page 72 that for the year ended December 31, 2012 net sales attributed to
Germany were approximately $8.7 billion, to Japan were approximately $7.8 billion and
to the United Kingdom were approximately $6.5 billion.  For future filings, to the extent
applicable, please state any material revenues from exte rnal customers attributed to any
individual for eign country. Please refer to  Item 101(d)(1)(i)(C) of Regulation S -K.

Shell ey Reynolds
Amazon.com, Inc.
April 24 , 2013
Page 2

 Definitive Proxy Statement on Schedule 14A filed April 12, 2013

Compensation Discussion & Analysis, page 15

2. We note that stock award s were issued during 2012 but your proxy statement does not
include a Grants of Plan -Based Awards table. Please tell us why you did not include this
table.  Please refer to Item 402(d) of Regulation S -K.

We urge all persons who are responsible for the acc uracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all fact s 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 provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 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 s; and

 the company may not as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may  contact Jennifer López, Staff Attorney,  at (202) 551 -3792 or Dietrich King,
Legal Branch Chief, at  (202) 551 -3338  or me  at (202) 551 -3720  with any questions.

Sincerely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Director