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^*

Holden Jeffrey

(Last)

(First)

(Middle)

P. O. BOX 81226

(Street)

SEATTLE

98108-1226

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2005

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	125	I	Held by the reporting person's Amazon.com 401(k) plan account

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)	07/01/2002⁽¹⁾	09/06/2011	Common Stock, par value $.01 per share	145,000	$7.93	D
Restricted Stock Unit Award	07/09/2005⁽²⁾	04/09/2009	Common Stock, par value $.01 per share	27,186	$0	D
Restricted Stock Unit Award	04/14/2007⁽³⁾	01/14/2010	Common Stock, par value $.01 per share	100,000	$0	D

Explanation of Responses:

1. 15,000 shares vest on April 1, 2005 and an additional 15,000 shares vest upon completion of each 3-month period of employment thereafter until fully vested.

2. This award vests based upon the following schedule: 7.5% on each of July 9, 2005, January 9, 2006, July 9, 2006 and January 9, 2007 and an additional 8.75% on April 9, 2007 and upon completion of each 3-month period of employment thereafter until fully vested on April 9, 2009.

3. This award vests based upon the following vesting schedule and the satisfaction of certain business criteria intended to qualify the award as tax-deductible under Section 162(m) of the Internal Revenue Code: 8.33% on April 14, 2007 and an additional 8.33% upon completion of each 3-month period of employment thereafter until fully vested on January 14, 2010.

Remarks:

	JEFFREY HOLDEN, Senior Vice President, Discovery	03/09/2005
	** 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.