Amazon Com Inc – ‘POS AM’ on 8/6/99 – EX-24.2

On:  Friday, 8/6/99   ·   Accession #:  891020-99-1311   ·   File #:  333-55943

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment No. 2 to Form S-4            24    131K 
 2: EX-5.1      Opinion of Perkins Coie LLP                            2      8K 
 3: EX-23.1     Consent of Ernst & Young LLP                           1      6K 
 4: EX-23.2     Consent of Deloitte & Touche LLP                       1      7K 
 5: EX-23.3     Consent of Pricewaterhousecoopers LLP                  1      6K 
 6: EX-23.4     Consent of Pricewaterhousecoopers LLP                  1      6K 
 7: EX-23.5     Consent of Ernst & Young LLP                           1      7K 
 8: EX-24.2     Powers of Attorney of J. Galli, Jr. & K. Brannon       1      7K 

EX-24.2   —   Powers of Attorney of J. Galli, Jr. & K. Brannon

EX-24.2
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                                                                    EXHIBIT 24.2

POWER OF ATTORNEY 

   The undersigned, Joseph Galli, Jr. and Kelyn J. Brannon, hereby authorize
and appoint Jeffrey P. Bezos, Joseph Galli, Jr., Joy D. Covey, Kelyn J. Brannon 
and L. Michelle Wilson, and each of them, with full power of substitution and   
resubstitution and full power to act without the other, as his or her true and  
lawful attorney-in-fact and agent to act in his or her name, place and stead and
to execute in the name and on behalf of him or her, individually and in each    
capacity stated below, and to file, any and all amendments to this Registration 
Statement, including any and all post-effective amendments, and to file the     
same, with all exhibits thereto, and other documents in connection therewith,   
with the Securities and Exchange Commission, granting unto said attorneys-in-   
fact and agents, and each of them, full power and authority to do and perform   
each and every act and thing, ratifying and confirming all that said            
attorneys-in-fact and agents or any of them, or their and his or her substitute 
or substitutes, may lawfully do or cause to be done by virtue thereof.          

                         /s/ JOSEPH GALLI, JR.

                                          --------------------------------------
                                       Joseph Galli, Jr., President, Chief
                                  Operating Officer and Director

                        /s/ KELYN J. BRANNON

                                          --------------------------------------
                                     Kelyn J. Brannon, Vice President,
           Finance
                                and Chief Accounting Officer