Sec Form 4 Filing - Holden Jeffrey @ AMAZON COM INC - 2006-01-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Holden Jeffrey 2. Issuer Name and Ticker or Trading Symbol AMAZON COM INC [ AMZN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Senior Vice President (Last) (First) (Middle) P. O. BOX 81226 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2006 (Street) SEATTLE, WA98108-1266 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.01 per share 01/09/2006 M 2,039 A $ 0 3,334 D Common Stock, par value $.01 per share 01/09/2006 S( 1 ) 870 D $ 46.9031 2,464 D Common Stock, par value $.01 per share 182.807 I Held by the reporting person's Amazon.com 401(k) plan account

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit Award $ 0 ( 2 ) 01/09/2006 M 2,039 07/09/2005( 3 ) 04/09/2009 Common Stock, par value $.01 per share 2,039 $ 0 23,109 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Holden Jeffrey P. O. BOX 81226 SEATTLE, WA98108-1266 Former Senior Vice President Signatures /s/ JEFFREY HOLDEN 01/09/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the restricted stock unit award under which they were issued, these shares were sold upon vesting of such award for payment of tax withholding. ( 2 )Converts into Common Stock on a one-for-one basis ( 3 )This award vests based upon the following schedule: 7.5% on each of July 9, 2005, January 9, 2006, July 9, 2006 and January 9, 2007 and an additional 8.75% on April 9, 2007 and upon completion of each 3-month period of employment thereafter until fully vested on April 9, 2009.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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