<PAGE> 1
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
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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in the prospectus is superseded in part by the information appearing in the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:
<TABLE>
<CAPTION>
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)
---- ------------------- ------------------ -----------------
<S> <C> <C> <C>
Lehman Brothers Inc........................ 26,000 333 333
Prudential Securities Inc.................. 13,000 166 166
LDG Limited................................ 142,000 1,819 1,819
TQA Master Fund, Ltd....................... 7,000,000 89,711 89,711
TQA Master Plus Fund, Ltd.................. 1,777,000 22,774 22,774
</TABLE>
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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.
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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.
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The date of this prospectus supplement is October 27, 2000.
