ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On August 18, 2008, Amazon.com, Inc. (the "Company") called for redemption on September 17, 2008, approximately $399 million 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 August 1, 2008 through September 16, 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 September 16, 2008. Between August 18, 2008 and September 16, 2008, the Company received requests to convert a total of $132,372,000 in principal amount of the Notes, and the Company issued 1,696,436 shares of its common stock as a result of such requests. The remaining total of $266,186,000 in principal amount of the Notes was redeemed by the Company on September 17, 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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