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 * STABINGAS MARK V   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) 02/15/2005 (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 02/15/2005   M   4,500 A $ 7.93 39,500 D   Common Stock, par value $.01 per share 02/15/2005   M   6,000 A $ 7.93 45,500 D   Common Stock, par value $.01 per share 02/15/2005   S   10,500 D $ 35.9144 (1) 35,000 D

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

Employee Stock Option (Right to Buy)

$ 7.93

02/15/2005

M

4,500

12/06/2003(2)

09/06/2011

Common Stock

4,500

$ 0

10,500

D

Employee Stock Option (Right to Buy)

$ 7.93

02/15/2005

M

6,000

05/01/2004(3)

09/06/2011

Common Stock

6,000

$ 0

0

D

Reporting Owners

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

Signatures

MARK V. STABINGAS, Senior Vice President, Worldwide Business Development and Services Sales		02/16/2005
**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)	Represents the weighted average sale price. The highest price at which shares were sold was $35.95 and the lowest price at which shares were sold was $35.89.
(2)	1,500 shares vested on December 6, 2003, 1,500 shares vested on March 6, 2004 and an additional 1,500 shares vest upon completion of each quarter of employment thereafter until fully vested on September 6, 2006.
(3)	3,000 shares vest on May 1, 2004 and an additional 3,000 shares vest upon completion of each quarter of employment thereafter until fully vested on February 1, 2005.

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