ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On May 9, 2008, Amazon.com, Inc. (the "Company") called for redemption on June 9, 2008, $500,000,000 in principal amount of its outstanding 4.75% Convertible Subordinated Notes due 2009 (the "Notes") with CUSIP numbers 023135AD8 and 023135AF3. The redemption price was 100.475% of the principal amount at maturity, plus accrued and unpaid interest from February 1, 2008 through June 8, 2008. Holders of the Notes could elect to convert the Notes into the Company's common stock at a conversion price of $78.0275 at any time until the close of business on June 6, 2008. From May 29, 2008 through June 6, 2008, holders elected to convert a total of $472,934,000 in principal amount of the Notes, and the Company issued 6,061,093 shares of its common stock as a result of such elections. The remaining total of $27,066,000 in principal amount of the Notes was redeemed by the Company on June 9, 2008.

The Company issued shares of its common stock solely to existing security holders upon conversion of the Notes, with no commission or other remuneration paid or given directly or indirectly for soliciting such exchange, pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

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