Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Jassy Andrew R
  2. Issuer Name and Ticker or Trading Symbol
AMAZON COM INC [AMZN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
P.O. BOX 81226
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2007
(Street)

SEATTLE, WA 98108-1226
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 08/15/2007   M   1,250 A $ 0 1,250 D  
Common Stock, par value $.01 per share 08/15/2007   M   7,251 A $ 0 8,501 D  
Common Stock, par value $.01 per share 08/15/2007   S(1)   3,100 D $ 74.0029 (2) 5,401 D  
Common Stock, par value $.01 per share               304.122 I Held by the reporting person's Amazon.com 401(k) plan account.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit Award $ 0 (3) 08/15/2007   M     1,250 04/14/2005(4) 02/15/2010 Common Stock, par value $.01 per share 1,250 $ 0 12,500 D  
Restricted Stock Unit Award $ 0 (3) 08/15/2007   M     7,251 11/15/2006(5) 02/15/2010 Common Stock, par value $.01 per share 7,251 $ 0 85,898 D  

Reporting Owners

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

Signatures

 /s/ L. MICHELLE WILSON, attorney-in-fact for Andrew R. Jassy, Senior Vice President   08/16/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Non-discretionary sale pursuant to the terms of the Restricted Stock Unit Award in order to satisfy tax obligations.
(2) Represents the weighted average sales price. The highest price at which shares were sold was $74.16 and the lowest price at which shares were sold was $73.90.
(3) Converts into Common Stock on a one-for-one basis.
(4) 30% of this award was vested at the time the reporting person filed their Form 3, and subject to the reporting person's continued employment with the issuer, this award continues to vest and convert into shares of common stock of the issuer at the rate of 5.00% on November 15, 2006 and an additional 5.00% for each 3-month period thereafter through February 15, 2010.
(5) Subject to the reporting person's continued employment with the issuer, this award will vest and convert into shares of common stock of the issuer at the rate of 6.25% on November 15, 2006, 6.77% on May 15, 2007 and an additional 6.77% for each 3-month period thereafter through February 15, 2008, 8.33% on May 15, 2008 and an additional 8.33% for each 3-month period thereafter through February 15, 2010.
 
Remarks:
Remarks

Exhibit List:

Exhibit 24--Power of Attorney

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