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^*

AMAZON COM INC

(Last)

(First)

(Middle)

1200 12TH AVENUE SOUTH

SUITE 1200

(Street)

SEATTLE

98144-2734

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2008

3. Issuer Name and Ticker or Trading Symbol
AUDIBLE INC [ ADBL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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, $0.01 par value	23,643,434⁽¹⁾⁽²⁾	I⁽³⁾	By AZBC Holdings, Inc.

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)

Explanation of Responses:

1. On March 11, 2008, AZBC Holdings, Inc. ("AZBC Holdings"), a wholly owned subsidiary of Amazon.com, Inc. ("Amazon"), acquired 20,586,922 shares of common stock, par value $0.01 (the "Shares"), of Audible, Inc. ("Audible") pursuant to AZBC Holdings' offer to purchase (the "Offer") all of the outstanding common stock of Audible. On March 14, 2008, at the expiration of the subsequent offering period for the Offer, AZBC Holdings had acquired 21,487,967 Shares. Prior to commencement of the Offer, AZBC Holdings held 613,343 Shares. On March 17, 2008, AZBC Holdings purchased directly from Audible an additional 1,542,124 Shares in connection with the exercise of the option for purchase granted to AZBC Holdings in the Agreement and Plan of Merger, dated January 30, 2008, by and among Amazon, AZBC Holdings and Audible. Following completion of the Offer, AZBC Holdings merged with and into Audible, causing Amazon to control Audible. (Continued footnote 2)

2. As of March 19, 2008, all of Audible's common stock had been deregistered.

3. AZBC Holdings is a direct, wholly owned subsidiary of Amazon, and as a result Amazon and AZBC Holdings may be deemed to share beneficial ownership of the shares shown as beneficially owned by Amazon.

	/s/ Amazon.com, Inc., Attorney in Fact	03/21/2008
	** 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).
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