POWER OF ATTORNEY



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

appoints Michael Deal 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 3s,

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 forms 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 30th day of April, 2003.





/s/ L. Michelle Wilson

MICHELLE WILSON