Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Reynolds Shelley
2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2007
3. Issuer Name and Ticker or Trading Symbol
AMAZON COM INC [AMZN]
(Last)
(First)
(Middle)
P.O. BOX 81226
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SEATTLE, WA 98108-1226
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit Award 02/27/2008(1) 04/05/2016 Common Stock 42,000 $ 0 (2) D  
Restricted Stock Unit Award 05/15/2008(3) 04/05/2017 Common Stock 15,091 $ 0 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reynolds Shelley
P.O. BOX 81226
SEATTLE, WA 98108-1226
      Vice President  

Signatures

/s/ Shelley Reynolds, Vice President 04/24/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) This award vests based upon the following vesting schedule: 8,400 shares on February 27, 2008; 4,200 shares on August 27, 2008 and an additional 4,200 shares after every six months of employment thereafter until fully vested on February 27, 2012.
(2) Converts into Common Stock on a one-for-one basis.
(3) This award vests based upon the following vesting schedule: 1,872 shares on May 15, 2008 and an additional 1,872 shares after every three months of employment thereafter through November 15, 2008; 1,873 shares on February 15, 2009; 1,354 shares on May 15, 2009 and an additional 1,354 shares after every three months of employment thereafter through February 15, 2010; 547 shares on May 15, 2010 and an additional 547 shares for every three months of employment thereafter through November 15, 2010; and 545 shares on February 15, 2011.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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