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Correspondence Letter

 June 15, 2006

 CONFIDENTIAL

 FOR INFORMATION OF SEC STAFF ONLY

 Confidential Treatment is requested

 For a portion of this letter described below

 Via Overnight Delivery

 George F. Ohsiek, Jr.

 Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Amazon.com, Inc.

 Form 10-K for Fiscal Year
Ended December 31, 2005

 Filed February 17, 2006

 Form 10-Q for Fiscal Quarter Ended March 31, 2006

 File No. 0-22513

 Dear Mr. Ohsiek:

 On behalf of Amazon.com, Inc., this responds to your letter of May 24, 2006, regarding our Annual Report on Form 10-K for the year ended
December 31, 2005 (the “2005 10-K”) and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (the “Q1 2006 10-Q”). Each of your comments is set forth below, followed by our response.

 Pursuant to 17 C.F.R. § 200.83, we are requesting confidential treatment for portions of our responses to Comments 2, 3, 7 and 8. We request that
these portions, as indicated by [***], be maintained in confidence, not be made part of any public record and not be disclosed to any person as they contain confidential information, disclosure of which would cause us competitive
harm. In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to FOIA or otherwise, we respectfully request that we be notified immediately so that we may further substantiate this request
for confidential treatment. Please address any notification of a request for access to such documents to the undersigned with a copy to the office of our General Counsel.

 Form 10-K for Fiscal Year Ended December 31, 2005

 Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operation –Liquidity and Capital Resources, page 29

 Comment 1

 Each time the measure “free cash flow” is presented, please revise your disclosures as follows: 1) identify the measure as a non-GAAP measure of
liquidity; 2) disclose alongside it, with equal or greater

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prominence, cash flows from operating, investing, and financing activities; and 3) provide a cross-reference to the non-GAAP disclosures provided on page 43.
Please note it is not sufficient to present and discuss free cash flows on page 29, without identifying the measure as a non-GAAP measure until page 43. Likewise it is not appropriate to give the measure undue prominence by discussing it in the
first paragraph of your liquidity and capital resources section, while deferring the discussion of your GAAP based liquidity measures until later in the document. Refer to the requirements of Item 10(e) of Regulation S-K as well as our
Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures, issued June 13, 2003 and available on our website at www.sec.gov (hereinafter “the non-GAAP FAQ”).

 Response

 In future periodic reports, we will
revise our discussion of cash flows reflected in the first full paragraph under the heading Liquidity and Capital Resources on page 29 of our 2005 10-K as follows:

 Cash provided by operating activities was $733 million, $566 million, and $393 million in 2005, 2004, and 2003. Net cash used in investing activities was $778 million and $317 million in 2005 and 2004, while cash
provided by investing activities was $236 million in 2003. Net cash used in financing activities was $193 million, $97 million, and $332 million in 2005, 2004, and 2003.

 Our financial focus is on long-term, sustainable growth in free cash flow1. Free cash flow, a non-GAAP financial measure, was $529 million for 2005, which includes the effect of a $40 million patent litigation settlement,
compared to $477 million and $347 million for 2004 and 2003. See Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial
Measures.” Operating cash flows and free cash flows can be volatile and are sensitive to many factors, including changes in working capital and timing of capital expenditures. Working capital at any specific point in time is subject to many
variables, including seasonality, the timing of expense payments, discounts offered by vendors, vendor payment terms, and fluctuations in foreign exchange rates.

 In future periodic reports, we also will make corresponding changes, as appropriate, for other presentations of free cash flow.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation –Results of Operations, page 32

 Comment 2

 Please revise the discussion of your results of operations to give readers an understanding of the extent
to which your revenues and income are generated by sales of tangible products owned by you or by commissions on sales of third party sellers. Please also discuss significant changes in your revenue mix year over year and quantify how those changes
affect your gross margin, income from operations, and net income. We believe such disclosure is particularly relevant since it appears your commission revenues tend to generate significantly higher margins than your sales of tangible products. From
your current disclosures, it is unclear the effect on your historical operating results of fluctuations in your revenue mix. It is likewise unclear where you expect revenue growth in the future and how you expect this to affect your future results
of operations and financial condition.

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 Response

 Pursuant to 17 C.F.R. § 200.83, we hereby request confidential treatment of the numbers bracketed in the third paragraph of this response to Comment 2.

 Our service revenue, including commissions on sales of third-party sellers, represents less than 10% of all revenues and is not required to be reported
as a separate class of income under Rule 5-03 of Regulation S-X.

 Our goal is to offer our customers the broadest possible selection at the
best possible prices. We structure our business and management team so that we are largely neutral as to whether a product is sold by us or a third party. Our category managers are responsible for all items offered in their categories, whether those
offers are made by us or third parties. Customers generally choose between products offered by both us and by third parties on the same web page. Our management team optimizes for unit volume, not for sales mix, and we believe the impact on
contribution profit is relatively similar between Amazon and third-party units (contribution profit is an internal, non-GAAP measure of the profit available from the sale of a unit to absorb fixed costs). In addition, both Amazon and third-party
sellers use most of the same consumer-facing website features and technologies. Since these and other fixed operating costs benefit sales by both us and third parties, we do not track them separately and do not evaluate income from operations or net
income separately.

 Our management focuses on gross profit dollars, not gross margin percentages. For example, we say on page 25 of the
2005 10-K that “[w]e generally focus on gross profit and operating profit dollars rather than margin percentages” and, on page 34 of the 2005 10-K, that “[s]ince we focus on profit dollars rather than margins, we are largely neutral
on whether an item is sold by us or by a third party.” The mix between revenues generated by sales of products owned by us and commissions on sales of third-party sellers has only a limited effect on gross profit dollars. On page 34 of the 2005
10-K, we disclose the percentage of unit sales attributed to third-party sellers on our websites of 28%, 26% and 22% in 2005, 2004, and 2003. In all periods presented, the year-over-year change in mix between third-party sellers and us resulted in
less than a [***] increase in gross profit dollars, and less than [***] of gross margin. Finally, we expect revenue growth to continue to be driven from sales by both third parties and us, and we believe that the relative growth rates
will not have a material effect on our future results of operation or financial condition.

 We will continue to monitor the change in mix
between revenues generated by sales of products owned by us and commissions on sales of third-party sellers and the resulting impacts on gross profit dollars. To the extent future changes in this mix have a significant impact, we will consider
additional disclosures.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation –Net Sales, page
33

 Comment 3

 We note
the references to your co-branded credit card agreement here and throughout the filing. In light of the effect of such agreement on revenues and gross profit, please tell us and revise to disclose the nature and significance of the agreement. In
doing so, please quantify the extent to which fees under this arrangement contributed to changes in your results of operations for the periods presented.

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 Response

 Pursuant to 17 C.F.R. § 200.83, we hereby request confidential treatment of the four sentences bracketed in the first paragraph and the numbers bracketed in the second paragraph of this response to Comment
3.

 We market co-branded credit cards on our website. [***]

 Although the fees we earned from the co-branded credit card program represented less than [***] of net sales and less than [***] of gross
profit in all periods presented in our 2005 10-K, we disclosed that it was one of the factors affecting our North America revenue growth rate and gross profits. We also disclose supplemental information about net sales and year-over-year growth in
net sales by category, including the “Other” category, on page 36 of the 2005 10-K, and that the co-branded credit card agreement is one of the significant components of the “Other” category. We do not believe additional
disclosure is necessary or required.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
–Operating Expense, page 37

 Comment 4

 Reference is made to your disclosure of various operating expenses excluding stock-based compensation. As these measures represent non-GAAP measures, please revise your disclosure to clearly identify the measures as
such. Such identification should be included on the page where the non-GAAP measures are presented, and not six pages later in the document. Please also refer to SAB Topic 14:G and comprehensively address each of the disclosure requirements included
in the interpretive responses to Question 2.

 Response

 In future periodic reports, we will revise our discussion of operating expenses excluding stock-based compensation reflected in the paragraph immediately following the table on page 37 of our 2005 10-K as follows:

 Operating expenses without stock-based compensation are non-GAAP financial measures. See Item 7 of Part II,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Measures” and Item 8 of Part I, “Financial Statements and Supplementary
Data—Note 1—Description of Business and Accounting Policies—Stock-Based Compensation.”

 In future periodic reports, we
also will revise the discussion appearing in the last paragraph on page 43 of our 2005 10-K as follows:

 “In addition, we provide
operating expenses with and without stock-based compensation, which excludes the employer portion of payroll tax expense. We provide this information to show the

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impact of stock-based compensation, which is non-cash and excluded from our internal operating plans and measurement of financial performance (although we
consider the dilutive impact to our shareholders when awarding stock-based compensation and value such awards accordingly). In addition, unlike other centrally-incurred operating costs, stock-based compensation is not allocated to segment results
and therefore excluding it from operating expense is consistent with our segment presentation in our footnotes to the consolidated financial statements.

 Operating expenses without stock-based compensation have limitations due to the fact that they do not include all expenses primarily related to our workforce. More specifically, if we did not pay out a portion of
our compensation in the form of stock-based compensation, our cash salary expense included in the “Fulfillment”, “Technology and content”, “Marketing” and “General and administrative” line items would be
higher. We compensate for this limitation by providing supplemental information about outstanding stock-based awards in the footnotes to our financial statements. Stock-based compensation programs are an important element of the company’s
compensation structure and all forms of stock-based awards are valued and included as appropriate in results of operations.”

 Item 8.
Financial Statements and Supplementary Data–Consolidated Statements of Operations, page 50

 Comment 5

 To the extent that revenues from commissions/services constitute 10% or more of total revenues, please revise the face of your statements of operations to
disaggregate these revenues from sales of tangible products. Also similarly disaggregate the related cost of sales. Refer to Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X.

 Response

 Our
service revenue, including commissions on sales of third-party sellers, represents less than 10% of all revenues and is not required to be reported as a separate class of income under Rule 5-03 of Regulation S-X.

 Item 8. Financial Statements and Supplementary Data–Consolidated Balance Sheets, page 51

 Comment 6

 Please remove the subtotal
“Cash, cash equivalents, and marketable securities” from the face of your balance sheet. This presentation is not prescribed by Rule 5-02 of Regulation S-X and may suggest to a reader that marketable securities are as liquid as cash.

 Response

 In future periodic
reports, we will revise our consolidated balance sheets to remove the subtotal “Cash, cash equivalents, and marketable securities.”

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 Item 8. Financial Statements and Supplementary Data–Note 1. Description of Business and Accounting
Policies– Accrued Expenses and Other Current Liabilities, page 57

 Comment 7

 Please disclose how you account for gift cards that are never redeemed. To the extent that unredeemed gift card liabilities are relieved into income,
please disclose the timing of recognition of such income. Further, please tell us the amount of unredeemed gift cards recorded as income in each period presented, and disclose these amounts, if material.

 Response

 Pursuant to 17 C.F.R. §
200.83, we hereby request confidential treatment of the number bracketed in the first paragraph of this response to Comment 7.

 The
amount of unredeemed gift certificates recorded as revenue was less than [***] of “Net sales” in all periods presented. Due to the insignificance of the revenue resulting from unredeemed gift certificates, we believe it is
unnecessary to separately disclose the amounts recorded in each period. However, in future filings, we will include the following policy disclosure, with regard to gift certificates, in Note 1 to the Financial Statements:

 “We recognize revenue from gift certificates when customers redeem them. If they are not redeemed, we recognize revenue when the gift certificate
expires or, for certificates without expiration dates, when the likelihood of redemption becomes remote.”

 Item 8. Financial Statements and
Supplementary Data–Note 1. Description of Business and Accounting Policies– Vendor Agreements, page 59

 Comment 8

 Please disclose the amount of cooperative advertising receipts included in costs of sales and marketing
expenses during each period presented. Additionally, please revise your MD&A to discuss how changes in vendor consideration between periods impacted the various statements of operations line items, if material.

 Response

 Pursuant to 1