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 *
  Zapolsky David
 2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2012		 3. Issuer Name and Ticker or Trading Symbol
AMAZON COM INC [AMZN]
(Last)
(First)
(Middle)
PO 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)
Common Stock, par value $.01 per share 56.534
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. 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 05/15/2012(1) 02/15/2014 Common Stock, par value $.01 per share 10,634 $ 0 (2) D  
Restricted Stock Unit Award 05/15/2011(3) 02/15/2014 Common Stock, par value $.01 per share 4,490 $ 0 (2) D  
Restricted Stock Unit Award 05/15/2014(4) 02/15/2016 Common Stock, par value $.01 per share 6,721 $ 0 (2) D  
Restricted Stock Unit Award 05/15/2014(5) 02/15/2017 Common Stock, par value $.01 per share 2,268 $ 0 (2) D  
Restricted Stock Unit Award 05/15/2014(6) 02/15/2017 Common Stock, par value $.01 per share 4,003 $ 0 (2) D  
Restricted Stock Unit Award 05/15/2013(7) 02/15/2018 Common Stock, par value $.01 per share 13,981 $ 0 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zapolsky David
PO BOX 81226
SEATTLE, WA 98108-1226		       Vice President  

Signatures

/s/ David Zapolsky, Vice President, General Counsel & Secretary 09/21/2012
**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) Vested as to 3,034 units with the remaining 7,600 units currently unvested. This award vests at the rate of 1,517 shares on November 15, 2012, 1,518 shares on February 15, 2013, 1,141 shares on each of May 15, 2013, August 15, 2013 and November 15, 2013 and 1,142 shares on February 15, 2014.
(2) Converts into Common Stock on a one-for-one basis.
(3) Vested as to 1,352 units with the remaining 3,138 units currently unvested. This award vests at the rate of 603 shares on each of November 15, 2012 and February 15, 2013 and 483 shares on each of May 15, 2013, August 15, 2013, November 15, 2013 and February 15, 2014.
(4) This award vests at the rate of 957 shares on May 15, 2014, 958 shares on each of August 15, 2014, November 15, 2014 and February 15, 2015, 722 shares on each of May 15, 2015 and August 15, 2015 and 723 shares on each of November 15, 2015 and February 15, 2016.
(5) This award vests at the rate of 17 shares on May 15, 2014, 16 shares on each of August 15, 2014, November 15, 2014 and February 15, 2015, 27 shares on each of May 15, 2015, August 15, 2015 and November 15, 2015, 26 shares on February 15, 2016 and 524 shares on each of May 15, 2016, August 15, 2016, November 15, 2016 and February 15, 2017.
(6) This award vests at the rate of 305 shares on each of May 15, 2014, August 15, 2014 and November 15, 2014, 303 shares on February 15, 2015, 363 shares on each of May 15, 2015, August 15, 2015 and November 15, 2015, 361 shares on February 15, 2016, 334 shares on each of May 15, 2016, August 15, 2016, and November 15, 2016 and 333 shares on February 15, 2017.
(7) This award vests upon the following vesting schedule and the satisfaction of certain business criteria intended to qualify the award as tax-deductible compensation under Section 162(m) of the Internal Revenue Code: 604 shares on each of May 15, 2013, August 15, 2013 and November 15, 2013, 603 shares on February 15, 2014, 866 shares on each of May 15, 2014, August 15, 2014, November 15, 2014 and February 15, 2015, 573 shares on each of May 15, 2015, August 15, 2015, November 15, 2015 and February 15, 2016, 451 shares on each of May 15, 2016, August 15, 2016 and November 15, 2016, 450 shares on February 15, 2017, 1,002 shares on each of May 15, 2017, August 15, 2017 and November 15, 2017 and 1,001 shares on February 15, 2018.

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