SecProbe.io

July 29, 2014

Via Email
Jeffrey P. Bezos
Principal Executive Officer
Amazon.com Inc.
410 Terry Avenue North
Seattle, WA 98109 -5210

Re: Amazon.com Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2013
Filed January 31, 2014
File No. 000-22513

Dear Mr. Bezos :

We have reviewed your filing an d 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 advising us when you will provide 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 and the information you provide in
response to these  comments, we may have  additional comments.

Business, page 3

1. Please disclose the estimated amount you spent during the last three fiscal years on
research and development activities.  Please show us your proposed revised disclosure.
Please refer to Item 101(c)(1)(xi) of Regulation  S-K.

Enterpris es, page 3

2. We note your disclosure that you “provide technology infrastructure services that enable
any type of business” through Amazon Web Services and that you “manufacture and sell
electronic devices.”  Please expand your disclosure to more specifical ly describe the
products and services that you provide through Amazon Web Services and the electronic
devices that you manufacture and sell.  Please show us your proposed revised disclosure.

Jeffrey P. Bezos
Amazon.com Inc.
July 29, 2014
Page 2

 Management’s Discussion and Analysis of Financial Condition an d Results of Operations, page
17

Overview, page 17

We expect spending in technology and content will increase over time, page 18

3. We note your disclosure here that you expect “to invest in several areas of technology
and content such as web services, exp ansion of new and existing product categories and
offerings, and initiatives to expand [your] ecosystem of digital products and services.”  In
future filings, please expand on your disclosure to provide investors with a detailed
quantitative and qualitativ e analysis of these specific areas of expansion, the amounts you
are spending or expect to spend in capital expenditures and/or working capital to invest in
such areas of technology, and how expansion in each such area will affect your liquidity,
capital r esources, and revenues.  Please show us your proposed revised disclosure.  Please
refer to Item 303(a) of Regulation S -K.

Results of Operations, page 22

Net Sales, page 22

4. In your analysis of net sales on page 22, you often attribute your ability to increase unit
sales to several different factors that led to reduced prices for your customers.  For
example, you disclose that your North American sales growth of 28%, 30%, and 43% in
2013, 2012, and 2011 was driven by increased unit sales in each year, a nd you attribute
your ability to increase unit sales on several programs to reduce prices for your
customers, including from your shipping offers, by sales in faster growing categories
such as electronics and other general merchandise, by increased stock i nventory
availability, and by increased selection of product offerings.  When you list multiple
factors that contribute to changes in your net sales, in future filings please quantify, if
possible, the impact of each material factor that you discuss to pro vide investors with
better insight into the underlying reasons behind the changes in your results. Please show
us your proposed revised disclosure.  For additional information, please refer to Item
303(a)(3) of Regulation S -K.

5. Please include a detailed qu alitative and quantitative discussion of the revenue that is
associated with specific products and services within the general categories identified on
page 25 (Media, Electronics and other merchandise, and Other) and the impact of such
products on your ne t sales, including your Kindle products and services, your Amazon
Prime content and related services, and the different products and services offered by
AWS.  Please refer to Item 303(a)(3) of Regulation S -K.  Please include similar
disclosure regarding th e costs associated with such products and services under
“ – Results of Operations – Operating Expenses.”   Please show us your proposed revised
disclosure.

Jeffrey P. Bezos
Amazon.com Inc.
July 29, 2014
Page 3

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please contact Michael Kennedy, Staff Attorney , at 202-551-3832,  Lilyanna Peyser,
Special Counsel, at 202 -551-3222, or me at 202-551-3720  with any questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara Ransom
Assistant Director