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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549





                                    FORM 8-K

                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                                OCTOBER 28, 1999
                                DATE OF REPORT
                        (DATE OF EARLIEST EVENT REPORTED)



                                AMAZON.COM, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

          DELAWARE                 000-22513                91-1646860
      (STATE OR OTHER        (COMMISSION FILE NO.)         (IRS EMPLOYER
       JURISDICTION                                      IDENTIFICATION NO.)
     OF INCORPORATION)

         1200 - 12TH AVENUE SOUTH, SUITE 1200, SEATTLE, WASHINGTON 98144
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (206) 266-1000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


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ITEM 5. OTHER EVENTS

        On October 27, 1999, Amazon.com, Inc. ("Amazon.com") announced its
financial results for the third quarter of 1999.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


        (c) Exhibits

                99.1    Press Release dated October 27, 1999 regarding
                        Amazon.com's third quarter financial results


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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                        AMAZON.COM, INC.
                                        (REGISTRANT)



Dated: October 28, 1999                 By:   /s/ Kelyn J. Brannon
                                            -------------------------------
                                            Kelyn J. Brannon
                                            Vice President of Finance,
                                            and Chief Accounting Officer


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                                  EXHIBIT INDEX




Exhibit Number               Description
- --------------               -----------
            
99.1           Press Release dated October 27, 1999 regarding Amazon.com's
               third quarter financial results