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PROSPECTUS SUPPLEMENT                           FILED PURSUANT TO RULE 424(B)(3)
(TO PROSPECTUS DATED MAY 18, 1999)                    REGISTRATION NO. 333-74435

                                 $1,250,000,000

                                AMAZON.COM, INC.
                 4 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2009
                            ------------------------

     This prospectus supplement relates to the resale by the holders (the
"Selling Securityholders") of 4 3/4% Convertible Subordinated Notes due 2009
(the "Notes") of Amazon.com, Inc. (the "Company") and the shares of common
stock, $.01 par value (the "Common Stock"), of the Company issuable upon the
conversion of the Notes.

     This prospectus supplement should be read in conjunction with the
prospectus dated May 18, 1999, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in this prospectus
supplement shall have the meanings given them in the prospectus.

     The information in the table appearing under the heading "Selling Holders"
in the prospectus is superseded in part by the information appearing in the
table below:



                                           PRINCIPAL AMOUNT OF
                                           NOTES BENEFICIALLY        COMMON STOCK
                                                OWNED AND           OWNED PRIOR TO        COMMON STOCK
                  NAME                      OFFERED HEREBY(1)     THE OFFERING(1)(2)    OFFERED HEREBY(2)
                  ----                     -------------------    ------------------    -----------------
                                                                               
Maryland State Retirement System.........        1,700,000               10,893                10,893

McMahan Securities Company, L.P..........        2,485,000               15,923                15,923

New Orleans Firefighters.................          130,000                  833                   833

Susquehanna Capital Group................        1,570,000               10,060                10,060

Any other holder of notes or future
  transferee from any such
  holder(4)(5)...........................      155,291,000              995,237               995,237


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(1) Includes common stock into which the notes are convertible.

(2) Assumes a conversion price of $156.055 per share and a cash payment in lieu
    of any fractional interest.

(4) Information concerning other selling holders of notes will be set forth in
    prospectus supplements from time to time, if required.

(5) Assumes that any other holder of notes or any future transferee from any
    such holder does not beneficially own any common stock other than common
    stock into which the notes are convertible at the conversion price of
    $156.055 per share.

     INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE
CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE
3 OF THE PROSPECTUS.

                            ------------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                            ------------------------
            The date of this prospectus supplement is May 24, 1999.