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PROSPECTUS SUPPLEMENT                           FILED PURSUANT TO RULE 424(B)(3)
(TO PROSPECTUS DATED MAY 18, 1999)                    REGISTRATION NO. 333-74435

                                 $1,250,000,000

                                AMAZON.COM, INC.
                 4 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2009
                            ------------------------

     This prospectus supplement relates to the resale by the holders (the
"Selling Securityholders") of 4 3/4% Convertible Subordinated Notes due 2009
(the "Notes") of Amazon.com, Inc. (the "Company") and the shares of common
stock, $.01 par value (the "Common Stock"), of the Company issuable upon the
conversion of the Notes.

     This prospectus supplement should be read in conjunction with the
prospectus dated May 18, 1999, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in this prospectus
supplement shall have the meanings given them in the prospectus.

     The information in the table appearing under the heading "Selling Holders"
in the prospectus is superseded in part by the information appearing in the
table below:



                                           PRINCIPAL AMOUNT OF
                                           NOTES BENEFICIALLY        COMMON STOCK
                                                OWNED AND           OWNED PRIOR TO        COMMON STOCK
                  NAME                      OFFERED HEREBY(1)     THE OFFERING(1)(2)    OFFERED HEREBY(2)
                  ----                     -------------------    ------------------    -----------------
                                                                               
Goldman Sachs & Company..................      40,730,000              521,995               521,995
Jeffries & Company, Inc..................       5,013,000               64,246                64,246
Merrill Lynch, Pierce, Fenner & Smith,
  Inc....................................       5,004,000               64,131                64,131


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(1) Includes common stock into which the notes are convertible.

(2) Assumes a conversion price of $78.0275 per share (adjusted to reflect the
    2-for-1 split of the Common Stock effected on September 1, 1999) and a cash
    payment in lieu of any fractional interest.

     INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE
CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE
3 OF THE PROSPECTUS.

                            ------------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                            ------------------------
          The date of this prospectus supplement is October 18, 1999.