8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549





                                    FORM 8-K

                                 CURRENT REPORT



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



                                JANUARY 28, 1999
                                 DATE OF REPORT
                        (DATE OF EARLIEST EVENT REPORTED)



                                AMAZON.COM, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

             DELAWARE               000-22513               91-1646860
        (STATE OR OTHER       (COMMISSION FILE NO.)        (IRS EMPLOYER
          JURISDICTION                                   IDENTIFICATION NO.)
       OF INCORPORATION)

                 1516 SECOND AVENUE, SEATTLE, WASHINGTON 98101
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (206) 622-2335
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


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ITEM 5. OTHER EVENTS

        On January 28, 1999, Amazon.com, Inc. ("Amazon.com") announced that it
priced its private offering of convertible subordinated notes (the "Notes") and
increased the size of the offering from $500 million to approximately $1.25
billion. 

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


        (c) Exhibits

                99.1    Press Release dated January 28, 1999 regarding
                        Amazon.com's announcement of an increase in the size of 
                        the offering of subordinated convertible debentures
                        from $500 million to approximately $1.25 billion. 

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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                             AMAZON.COM, INC.
                             (REGISTRANT)



Dated: January 29, 1999      By:  /s/ Joy D. Covey
                                 -------------------------------
                                 Joy D. Covey
                                 Chief Financial Officer, Vice President of
                                 Finance and Administration and Secretary


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                                  EXHIBIT INDEX




Exhibit Number               Description
- --------------               ----------------------------------------------
                          
99.1                         Press Release dated January 28, 1999 regarding
                             Amazon.com's announcement of an increase in the 
                             size of the offering of subordinated convertible 
                             debentures from $500 million to approximately 
                             $1.25 billion.                      

EX-99.1

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                                                                     Page 1 of 1



              AMAZON.COM ANNOUNCES PRICING AND INCREASE IN SIZE OF
                OFFERING OF SUBORDINATED CONVERTIBLE DEBENTURES


SEATTLE,WA--(January 28, 1999)--Amazon.com, Inc. (NASDAQ: AMZN) today announced
that it has increased the size of its private offering of Convertible 
Subordinated Notes (the "Notes") and increased the size of this offering from 
$500 million to approximately $1.25 billion aggregate principal amount of 4.75%
Convertible Subordinated Notes due 2009. The Notes will be convertible into the
Company's common stock, at the option of the holder, at a conversion price of 
$156.05 per share, representing a conversion premium of 27% over today's 
closing price. The Company has granted the initial purchasers an option to 
purchase additional notes to cover over-allotments, if any.

The Notes have been sold, subject to customary closing conditions, to qualified
institutional buyers and to certain institutional accredited investors in a
private placement under Rule 144A and Regulation D under the Securities Act of
1933, as amended (the "Securities Act"). This news release shall not constitute
an offer to sell or the solicitation of an offer to buy the Notes. This news
release is being issued pursuant to and in accordance with Rule 135c under the
Securities Act.

Neither the Notes nor the common stock issuable upon conversion have been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements.

Amazon.com is headquartered at 1516 Second Avenue, Seattle, WA 98101. Internet
address: http://www.amazon.com. Telephone: (206) 622-2335.