POWER OF ATTORNEY



Know all persons by these presents, that the undersigned hereby constitutes

and appoints each of Thomas J. Szkutak and L. Michelle Wilson as the

undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer and/or director of Amazon.com, Inc. (the "Company"),

Forms 3, 4s and 5s in accordance with Section 16(a) of the Securities

Exchange Act of 1934, as amended, and the rules and regulations thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned

that may be necessary or desirable to complete and execute any such Forms

3, 4s and 5s, complete and execute any amendment or amendments thereto, and

file such form with the United States Securities and Exchange Commission

and any stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this power of attorney shall be in

such form and shall contain such terms and conditions as such attorney-in-

fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to such attorney-in-fact full power and

authority to do and perform each and every act and thing whatsoever

requisite, necessary or proper to be done in the exercise of any of the

rights and powers herein granted, as fully to all intents and purposes as

the undersigned might or could do if personally present, with full power of

substitution and revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute or substitutes,

shall lawfully do or cause to be done by virtue of this power of attorney

and the rights and powers herein granted.  The undersigned acknowledges

that the foregoing attorney-in-fact, in serving in such capacity at the

request of the undersigned, is not assuming, nor is the Company assuming,

any of the undersigned's responsibilities to comply with Section 16 of the

Securities Exchange Act of 1934, as amended.



The undersigned agrees that such attorney-in-fact may rely entirely on

information furnished orally or in writing by the undersigned to such

attorney-in-fact.  The undersigned also agrees to indemnify and hold

harmless the Company and such attorney-in-fact against any losses, claims,

damages or liabilities (or actions in these respects) that arise out of or

are based on any untrue statement or omission of necessary facts in the

information provided by the undersigned to such attorney-in-fact for

purposes of executing, acknowledging, delivering and filing Forms 3, 4s or

5s (including amendments thereto) and agrees to reimburse the Company and

such attorney-in-fact for any legal or other expenses reasonably incurred

in connection with investigating or defending against any such loss, claim,

damage, liability or action.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4s and 5s with respect

to the undersigned's holdings of and transactions in securities issued by

the Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorney-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 9th day of March, 2005.



/s/ Jeffrey Holden

65200-1