<PAGE> 1
Filed Pursuant to Rule 424(b)(3) and (c)
Registration No. 333-65091
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED OCTOBER 26, 1998
AMAZON.COM, INC.
2,662,125 SHARES OF COMMON STOCK
This Prospectus Supplement relates to the sale of up to 2,662,125 shares
(the "Shares") of common stock, $0.01 par value per share (the "Common Stock"),
of Amazon.com, Inc. (the "Company"). The Shares may be offered by certain
stockholders of the Company (the "Selling Stockholders") or by their pledgees,
donees, distributees or other successors-in-interest, from time to time in
transactions (which may include block transactions) in the over-the-counter
market through the Nasdaq National Market, or on one or more other securities
markets and exchanges, in privately negotiated transactions, or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices relating to such prevailing market prices or at negotiated
prices. See "Selling Stockholders" and "Plan of Distribution" in the Prospectus
dated October 26, 1998 (the "Prospectus").
This Prospectus Supplement should be read in conjunction with the
Prospectus, which is to be delivered with the 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
Stockholders" in the Prospectus is superseded in part by the information
appearing in the table below:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING
--------------------------
PERCENTAGE OF SHARES SHARES
COMMON STOCK THAT MAY BENEFICIALLY OWNED
NAME AMOUNT OUTSTANDING BE SOLD AFTER OFFERING(1)
---- -------- -------------- -------- ------------------
<S> <C> <C> <C> <C>
PLANETALL MERGER
Lycos, Inc................................ 10,738 * 10,738 0
Merrill Lynch International(2)............ 98,587 * 96,639 1,948
</TABLE>
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* Less than 1%.
(1) Assumes the sale of all Shares offered by each of the Selling Stockholders.
(2) Includes 96,639 Shares acquired from a Selling Stockholder in a private
transaction on or about October 30, 1998.
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THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 4 OF THE PROSPECTUS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is November 4, 1998
