Amazon.Com, Inc.
(www.amazon.com)
Ticker:AMZN 1516 Second Avenue, 4th Floor
Exchange:NASDAQ-National Market Seattle, WA 98101
Industry:High-Tech (SIC Code 7375) (206) 622-2335

Offering Information
Type of Shares:Common Shares Filing Date:3/24/97
U.S. Shares:3,000,000 Offer Date:5/15/97
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:3,000,000 Offer Price:$18.00
Secondary Shares:0 Gross Spread:$1.26
Offering Amount: $45,000,000 Selling:$0.75
Expenses:$850,000 Reallowance:$0.10
Shares Out After:22,954,534

Primary Underwriting Group
ManagerTierPhone
Deutsche Morgan GrenfellLead Manager (212) 469-5600
Alex. Brown & Sons IncorporatedCo-manager (410) 895-2700
Hambrecht & Quist IncorporatedCo-manager (415) 439-3626

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Perkins Coie
Bank's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Auditor: Ernst & Young
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$2.23Assets:$8.27
Net Income:-$0.77Curr Assets:
EPS:-$0.04Liabilities:$4.87
Prior EPS:-$0.02Curr Liabilities:
Cash Flow/Oper:-$1.74Equity:$3.40
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is the leading online retailer of books. Since opening for business as "Earth's Biggest Bookstore" IN July 1995, the Amazon.com bookstore has quickly become one of the most widely known, used and cited commerce sites on the World Wide Web. Amazon.com strives to offer its customers compelling value through innovative use of technology, broad selection, high-quality content, a high level of customer service, competitive pricing and personalized services. As an online bookseller, Amazon.com has virtually unlimited online shelf space and can offer customers a vast selection through an efficient search and retrieval interface. The company offers more than 2.5 million titles, including most of the estimated 1.5 million English-language books believed to be in print, more than one-million out-of-print titles believed likely to be in circulation and a smaller number of CDs, videotapes and audiotapes.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and general corporate purposes.

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