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To: H James Morris who wrote (25969)11/13/1998 11:39:00 PM
From: Glenn D. Rudolph  Respond to of 164684
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended SEPTEMBER 30, 1998 Commission File No. 000-22513

AMAZON.COM, INC.
(Exact name of registrant as specified in its charter)

Delaware 91-1646860

(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1516 Second Avenue, Seattle, Washington 98101
(Address of principal executive offices, Zip Code)

Registrant's telephone number, including area code: (206) 622-2335

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

52,763,055 shares of $0.01 par value common stock outstanding as of
October 31, 1998