SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

STABINGAS MARK V

(Last)

(First)

(Middle)

P.O. BOX 81226

(Street)

SEATTLE

98108-1226

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2004

3. Issuer Name and Ticker or Trading Symbol
AMAZON COM INC [ AMZN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	50,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	10/27/2003⁽²⁾	07/27/2010	Common Stock, par value $.01 per share	50,000	$30.875	D
Employee Stock Option (right to buy)	12/06/2003⁽³⁾	09/06/2011	Common Stock, par value $.01 per share	18,000	$7.93	D
Employee Stock Option (right to buy)	05/01/2004⁽⁴⁾	09/06/2011	Common Stock, par value $.01 per share	12,000	$7.93	D
Restricted Stock Unit Award	10/01/2004⁽⁵⁾	10/01/2007	Common Stock, par value $.01 per share	100,000	$0⁽⁶⁾	D
Restricted Stock Unit Award	04/20/2008⁽⁷⁾	01/20/2009	Common Stock, par value $.01 per share	12,993	$0⁽⁶⁾	D

Explanation of Responses:

1. Restricted stock subject to forfeiture of unvested shares; award vests at the rate of 40% on May 1, 2004 and 20% annually therreafter until fully vested in May 1, 2007.

2. 4,500 shares vested on October 27, 2003, and an additional 6,500 shares vest upon completion of each quarter of employment thereafter until fully vested on July 27, 2005.

3. 1,500 shares vested on December 6, 2003, 1,500 shares vested on March 3, 2004 and an additional 1,500 shares vest upon completion of each quarter of employment thereafter until fully vested on September 6, 2006.

4. 3,000 shares vest on May 1, 2004 and an additional 3,000 shares vest upon completion of each quarter of employment thereafter until fully vested on February 1, 2005.

5. This award vests based upon the following vesting schedule: 25% on October 1, 2004 and, subject to the satisfaction of certain business criteria intended to qualify the award as tax-deductible compensation under Section 162(m)(4)(c) of the Internal Revenue Code, an additional 25% annually thereafter until fully vested on October 1, 2007.

6. Converts into Common Stock on a one-for-one basis.

7. This award vests based upon the following vesting schedule and the satisfaction of certain business criteria intended to qualify the award as tax-deductible compensation under Section 162(m)(4)(c) of the Internal Revenue Code: 25% on April 20, 2008 and an additional 25% upon completion of each 3-month period of employment thereafter.

Remarks:

	MARK V. STABINGAS, Senior Vice President, Worldwide Services Sales and Business Development	04/21/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.