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              AMAZON.COM ACQUIRES THREE LEADING INTERNET COMPANIES

            AMAZON.COM ACQUISITIONS EXTEND COMPANY'S ABILITY TO SERVE
                            INTERNATIONAL CUSTOMERS

        Seattle, WA -- (April 27, 1998) -- Amazon.com, Inc. (NASDAQ: AMZN),
today announced that it has acquired three leading Internet companies:
Bookpages, Ltd; Telebook, Inc.; and Internet Movie Database Ltd. Amazon.com
expects online retailers Bookpages and Telebook to become fundamental components
of its expansion into the European marketplace, and Internet Movie Database to
support its eventual entry into online video sales.

        "These acquisitions will enable Amazon.com to quickly offer European
consumers the same combination of selection, service, and value that we now
provide our U.S. customers," said Jeffrey P. Bezos, Amazon.com founder and CEO.
"I'm excited about these companies because each has a relentless focus on
customer service, an unwavering commitment to Internet commerce, and a smart,
innovative management team."

        Bookpages (www.bookpages.co.uk) is one of the largest online bookstores
in the United Kingdom, providing access to all 1.2 million U.K. books in print.
Bookpages Managing Director Dr. Simon Murdoch said of the acquisition, "This is
fantastic news for Bookpages and its customers. By combining Amazon.com's
resources with Bookpages' in-depth knowledge of the U.K. marketplace, we can
provide even better service and selection to our customers inside and outside of
the United Kingdom."

        Telebook (www.telebuch.de), operating through its ABC Bucherdienst
subsidiary, is Germany's number one online bookstore, with a catalog of nearly
400,000 German-language titles. Telebook President Michael J.G. Gleissner
commented, "Telebook's longtime local expertise in online bookselling in Germany
combined with Amazon.com's worldwide brand and powerful technology will lead to
tremendous benefits for the customer."

        Originally launched in 1990, Internet Movie Database (www.imdb.com) is a
comprehensive repository for movie and television information on the Internet.
"Everyone at IMDb is excited about becoming a part of Amazon.com," said Colin
Needham, IMDb Managing Director. "Because of their similar passion for books,
the 



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Amazon.com team understands and fully supports IMDb's mission of providing
the best possible information to movie lovers."

        Each of the acquisitions will be accounted for under the purchase method
of accounting. The company will incur total charges of approximately $55 million
in connection with all three transactions. Consideration was comprised of cash
and common stock, and the company anticipates issuing an aggregate of
approximately 540,000 shares of common stock as a result of these transactions.

        Amazon.com, Inc., Earth's Biggest Bookstore, is the largest online
retailer of books. Amazon.com offers a catalog of more than 3 million book,
music, and other titles, plus easy-to-use search and browse features, e-mail
services, personalized shopping services, secure Web-based credit card payment,
and direct shipping to customers. Amazon.com has virtually unlimited online
shelf space and offers customers a vast selection through an efficient
search-and-retrieval interface, as well as streamlined ordering through
1-Click(SM) technology. Amazon.com pioneered the concept of syndicated selling 
on the Internet and has more than 40,000 members in its Associates Program 
including AOL.com, Yahoo!, Netscape, Excite, the AltaVista Search Service, the 
@Home Network, the Prodigy Shopping Network, and iVillage.

        This announcement contains forward-looking statements that involve risks
and uncertainties that include, among others, Amazon.com's limited operating
history, the unpredictability of its future revenues, and risks associated with
capacity constraints, management of growth, and new business opportunities. More
information about factors that potentially could affect Amazon.com's financial
results is included in the company's Annual Report on Form 10-K for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.

        Amazon.com, Earth's Biggest Bookstore, and 1-Click are service marks of
Amazon.com, Inc. All other names are trademarks of their respective owners.

Contact:
Amazon.com
Kay Dangaard
Director, Media Relations
Telephone: (206) 694-2078
E-mail: dangaard@amazon.com