Amazon Com Inc – ‘POS AMI’ on 8/31/99

On:  Tuesday, 8/31/99   ·   Accession #:  891020-99-1503   ·   File #:  333-55943

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AMI     Post Effective Amendment No.1 to Form S-3              3     15K 

POS AMI
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 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999
                                                      REGISTRATION NO. 333-65091
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 -------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
 -------------
AMAZON.COM, INC.
(Exact name of registrant as specified in its charter)

   DELAWARE                                     91-1646860
(State or other jurisdiction of                    (I.R.S. Employer     
incorporation or organization)                  Identification Number)

1200 12TH AVENUE SOUTH, SUITE 1200
SEATTLE, WASHINGTON 98144-2734
(206) 266-1000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

JEFFREY P. BEZOS
 CHIEF EXECUTIVE OFFICER
AMAZON.COM, INC.
1200 12TH AVENUE SOUTH, SUITE 1200
 SEATTLE, WASHINGTON 98144
(206) 266-1000
(Name, address, including zip code, and telephone number, including area code,  
of agent for service) 
 -------------

 COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO:
SCOTT L. GELBAND
PERKINS COIE LLP
 1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
 -------------

Approximate date of commencement of proposed sale to the public:
THIS POST-EFFECTIVE AMENDMENT DEREGISTERS THOSE SHARES OF COMMON STOCK
THAT REMAIN UNSOLD HEREUNDER AS OF THE DATE HEREOF

If the only securities being registered on this Form are being offered  
pursuant to dividend or interest reinvestment plans, please check the following 
box. [ ]                                                                        

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act of 1933, please check the      
following box and list the Securities Act registration statement number of the  
earlier effective registration statement for the same offering. [ ] ____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the          
Securities Act registration statement number of the earlier effective           
registration statement for the same offering. [ ] ____________                  

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]                                             
================================================================================

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DEREGISTRATION OF SECURITIES

On September 30, 1998, Amazon.com, Inc. ("Amazon.com") filed a  
registration statement on Form S-3 (No. 333-65091) (the "Form S-3") which       
registered 2,662,125 shares of its common stock for resale from time to time.   
The Form S-3 was declared effective by the Commission on October 22, 1998.      

   Subsequent to that date, Amazon.com declared a 3-for-1 split of its
common stock, which was paid on January 4, 1999. As a result, the number of     
shares registered hereunder was mathematically adjusted to 7,986,375 shares of  
common stock.                                                                   

      This Post-Effective Amendment No. 1 to the Form S-3 deregisters all of
the shares of common stock that remain unsold hereunder as of the date hereof.  

 [The remainder of this page is intentionally left blank.]

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SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this         
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Seattle,   
State of Washington on August 31, 1999.                                         

              AMAZON.COM, INC.

                      By: /s/ Jeffrey P. Bezos
                                          --------------------------------------
                      Jeffrey P. Bezos
                           Chairman of the Board
                                 and Chief Executive Officer

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been      
signed below by the following persons in the capacities and on the dates        
indicated.                                                                      

                                                        [Enlarge/Download Table]

           SIGNATURE                              TITLE                            DATE      
           ---------                              -----                            ----      
                                                                                             
      /s/ JEFFREY P. BEZOS     Chairman of the Board and Chief Executive      August 31, 1999
  ---------------------------  Officer (Principal Executive Officer)                         
          Jeffrey P. Bezos                                                                   

     /s/ JOSEPH GALLI, JR.     President, Chief Operating Officer and         August 31, 1999
  ---------------------------  Director                                                      
       Joseph Galli, Jr.                                                                     

         *JOY D. COVEY         Chief Financial Officer and Vice President,    August 31, 1999
  ---------------------------  Finance and Administration (Principal                         
          Joy D. Covey         Financial Officer)                                            

      /s/ KELYN J. BRANNON     Vice President, Finance and Chief Accounting   August 31, 1999
  ---------------------------  Officer (Principal Accounting Officer)                        
        Kelyn J. Brannon                                                                     

         *TOM A. ALBERG                         Director                      August 31, 1999
  ---------------------------                                                                
          Tom A. Alberg                                                                      

         *SCOTT D. COOK                         Director                      August 31, 1999
  ---------------------------                                                                
          Scott D. Cook                                                                      

         *L. JOHN DOERR                         Director                      August 31, 1999
  ---------------------------                                                                
          L. John Doerr                                                                      

    *PATRICIA Q. STONESIFER                     Director                      August 31, 1999
  ---------------------------                                                                
     Patricia Q. Stonesifer                                                                  

*By: /s/ JEFFREY P. BEZOS                                                    August 31, 1999 
    -------------------------                                                                
        Jeffrey P. Bezos                                                                     
        Attorney-in-Fact                                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AMI’ Filing		Date		First		Last			Other Filings
Filed on:		8/31/99		1		3			424B3
		1/4/99		2
		10/22/98		2					424B3
		9/30/98		2					10-Q,  S-3
									List all Filings