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 a $500
million offering of subordinated convertible debentures. 

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 a $500 million offering of
                        subordinated convertible debentures

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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 28, 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 a $500 million 
                             offering of subordinated convertible debentures  

EX-99.1

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                                                                   EXHIBIT 99.1

                 AMAZON.COM ANNOUNCES $500 MILLION OFFERING OF
                      SUBORDINATED CONVERTIBLE DEBENTURES

SEATTLE, January 28 /PRNewswire/ -Amazon.com, Inc. (NASDAQ: AMZN) today
announced that it is offering $500 million aggregate principal amount of
Convertible Subordinated Notes due 2009 (the "Notes").

The Notes will be convertible into the Company's common stock, at the option of
the holder, at a conversion price to be determined. The Notes will be sold to
qualified institutional buyers in a private placement under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). The Company will
grant the initial purchasers an option to purchase additional notes to cover
over-allotments, if any.

The Notes being offered will not be, and have not 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.

Contact: Bill Curry, Amazon.com, (206) 834-7180.