<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 1999
 
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                AMAZON.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                              <C>
                    DELAWARE                                        91-1646860
        (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)
</TABLE>
 
                         1516 SECOND AVENUE, 4TH FLOOR
                           SEATTLE, WASHINGTON 98101
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
          AMAZON.COM, INC. 1999 NONOFFICER EMPLOYEE STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
 
                                JEFFREY P. BEZOS
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                AMAZON.COM, INC.
                         1516 SECOND AVENUE, 4TH FLOOR
                           SEATTLE, WASHINGTON 98101
                                 (206) 622-2335
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                            ------------------------
 
                                    COPY TO:
 
                               L. MICHELLE WILSON
                                PERKINS COIE LLP
                         1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099
 
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
       TITLE OF SECURITIES              AMOUNT TO BE       OFFERING PRICE PER    AGGREGATE OFFERING     REGISTRATION
         TO BE REGISTERED              REGISTERED(1)            SHARE(2)               PRICE                FEE
----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                   <C>                   <C>
Common Stock, $0.01 par value per
  share, under the 1999 Nonofficer
  Employee Stock Option Plan......       20,000,000            $122.8440         $2,456,880,000.00      $683,012.64
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Together with an indeterminate number of additional shares which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the plan as the result of any future stock split, stock dividend or similar
    adjustment of the Registrant's outstanding Common Stock.
 
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
    on the average of the high and low sales prices for the Common Stock on
    March 8, 1999 as reported on the Nasdaq National Market.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART II
 
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:
 
          (a) The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1998;
 
          (b) The Registrant's Current Reports on Form 8-K filed on January 5,
     1999, January 27, 1999, January 28, 1999, January 29, 1999 and February 4,
     1999;
 
          (c) The Registrant's Current Report on Form 8-K filed on August 27,
     1998;
 
          (d) The description of the Common Stock in the Registrant's
     Registration Statement on Form 8-A filed on May 2, 1997, under Section
     12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), including any amendments or reports for the purpose of updating such
     description; and
 
          (e) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
     by the Annual Report on Form 10-K referred to in (a) above.
 
     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     None.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify its directors and officers, as well as other
employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification in which the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
 
     Section 10 of the Registrant's Bylaws requires indemnification to the full
extent permitted under Delaware law as it now exists or may hereafter be
amended. Subject to any restrictions imposed by Delaware law, the Bylaws provide
an unconditional right to indemnification for all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) actually and reasonably incurred or suffered by
any person in connection with any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
to the extent permitted by law, any derivative action) by reason of the fact
that such person is or was serving as a director or officer of the
 
                                      II-1
<PAGE>   3
 
Registrant or that, being or having been a director or officer of the
Registrant, such person is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan. The Bylaws also provide that the Registrant may, by
action of its Board of Directors, provide indemnification to its employees and
agents with the same scope and effect as the foregoing indemnification of
directors and officers.
 
     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (1) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (4) any transaction from which the director
derived an improper personal benefit.
 
     Article 10 of the Registrant's Restated Certificate of Incorporation
provides that to the full extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of the Registrant shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any amendment to or repeal of such Article 10 shall not adversely
affect any right or protection of a director of the Registrant for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
 
     The Registrant has entered into certain indemnification agreements with its
officers and directors. The indemnification agreements provide the Registrant's
officers and directors with further indemnification, to the maximum extent
permitted by the DGCL.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
ITEM 8. EXHIBITS
 
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                            DESCRIPTION
    -------                           -----------
    <S>       <C>
     5.1      Opinion of Perkins Coie LLP
    23.1      Consent of Ernst & Young LLP, Independent Auditors
    23.2      Consent of Perkins Coie LLP (included in opinion filed as
              Exhibit 5.1)
    23.3      Consent of Deloitte & Touche LLP
    24.1      Power of Attorney (see signature page)
    99.1      Amazon.com, Inc. 1999 Nonofficer Employee Stock Option Plan
</TABLE>
 
ITEM 9. UNDERTAKINGS
 
     A. The undersigned Registrant hereby undertakes:
 
     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
 
          (a) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");
 
          (b) To reflect in the prospectus any facts or events arising after the
     effective date of this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement; and
 
                                      II-2
<PAGE>   4
 
          (c) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;
 
provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
 
     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
 
     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-3
<PAGE>   5
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on the 12th day of
March, 1999.
 
                                          AMAZON.COM, INC.
 
                                          By:     /s/ JEFFREY P. BEZOS
                                            ------------------------------------
                                            Jeffrey P. Bezos
                                            President, Chief Executive Officer
                                            and Chairman of the Board
 
     Each person whose individual signature appears below hereby authorizes
Jeffrey P. Bezos and Joy D. Covey, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 12th day of March, 1999.
 
<TABLE>
<CAPTION>
                 SIGNATURE                                         TITLE
                 ---------                                         -----
<C>                                             <S>
 
            /s/ JEFFREY P. BEZOS                President, Chairman of the Board and Chief
--------------------------------------------    Executive Officer (Principal Executive
              Jeffrey P. Bezos                  Officer)
 
              /s/ JOY D. COVEY                  Chief Financial Officer and Vice President
--------------------------------------------    of Finance and Administration (Principal
                Joy D. Covey                    Financial and Accounting Officer)
 
             /s/ TOM A. ALBERG                  Director
--------------------------------------------
               Tom A. Alberg
 
             /s/ SCOTT D. COOK                  Director
--------------------------------------------
               Scott D. Cook
 
               /s/ JOHN DOERR                   Director
--------------------------------------------
               L. John Doerr
 
         /s/ PATRICIA Q. STONESIFER             Director
--------------------------------------------
           Patricia Q. Stonesifer
</TABLE>
 
                                      II-4
<PAGE>   6
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<C>        <S>
  5.1      Opinion of Perkins Coie LLP
 23.1      Consent of Ernst & Young LLP, Independent Auditors
 23.2      Consent of Perkins Coie LLP (included in opinion filed as
           Exhibit 5.1)
 23.3      Consent of Deloitte & Touche LLP
 24.1      Power of Attorney (see signature page)
 99.1      Amazon.com, Inc. 1999 Nonofficer Employee Stock Option Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18123}]
{"company-data": {"conformed-name": "AMAZON COM INC", "cik": "0001018724", "assigned-sic": "5961", "irs-number": "911646860", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74419", "film-number": "99565233"}, "business-address": {"street1": "1516 SECOND AVE 4TH FLOOR", "street2": "PO BOX 80387", "city": "SEATTLE", "state": "WA", "zip": "98101", "phone": "2066222335"}, "mail-address": {"street1": "PO BOX 80387", "street2": "1516 SECOND AVE 4TH FLOOR", "city": "SEATTLE", "state": "WA", "zip": "98101"}}
1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 1999
 
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                AMAZON.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                        91-1646860
        (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)
1516 SECOND AVENUE, 4TH FLOOR
                           SEATTLE, WASHINGTON 98101
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
          AMAZON.COM, INC. 1999 NONOFFICER EMPLOYEE STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
 
                                JEFFREY P. BEZOS
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                AMAZON.COM, INC.
                         1516 SECOND AVENUE, 4TH FLOOR
                           SEATTLE, WASHINGTON 98101
                                 (206) 622-2335
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                            ------------------------
 
                                    COPY TO:
 
                               L. MICHELLE WILSON
                                PERKINS COIE LLP
                         1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099
 
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
       TITLE OF SECURITIES              AMOUNT TO BE       OFFERING PRICE PER    AGGREGATE OFFERING     REGISTRATION
         TO BE REGISTERED              REGISTERED(1)            SHARE(2)               PRICE                FEE
----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
  share, under the 1999 Nonofficer
  Employee Stock Option Plan......       20,000,000            $122.8440         $2,456,880,000.00      $683,012.64
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the plan as the result of any future stock split, stock dividend or similar
    adjustment of the Registrant's outstanding Common Stock.
 
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
    on the average of the high and low sales prices for the Common Stock on
    March 8, 1999 as reported on the Nasdaq National Market.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
 
                                    PART II
 
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:
 
          (a) The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1998;
 
          (b) The Registrant's Current Reports on Form 8-K filed on January 5,
     1999, January 27, 1999, January 28, 1999, January 29, 1999 and February 4,
     1999;
 
          (c) The Registrant's Current Report on Form 8-K filed on August 27,
     1998;
 
          (d) The description of the Common Stock in the Registrant's
     Registration Statement on Form 8-A filed on May 2, 1997, under Section
     12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), including any amendments or reports for the purpose of updating such
     description; and
 
          (e) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
     by the Annual Report on Form 10-K referred to in (a) above.
 
     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     None.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify its directors and officers, as well as other
employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification in which the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
 
     Section 10 of the Registrant's Bylaws requires indemnification to the full
extent permitted under Delaware law as it now exists or may hereafter be
amended. Subject to any restrictions imposed by Delaware law, the Bylaws provide
an unconditional right to indemnification for all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) actually and reasonably incurred or suffered by
any person in connection with any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
to the extent permitted by law, any derivative action) by reason of the fact
that such person is or was serving as a director or officer of the
 
                                      II-1
3
 
Registrant or that, being or having been a director or officer of the
Registrant, such person is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan. The Bylaws also provide that the Registrant may, by
action of its Board of Directors, provide indemnification to its employees and
agents with the same scope and effect as the foregoing indemnification of
directors and officers.
 
     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (1) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (4) any transaction from which the director
derived an improper personal benefit.
 
     Article 10 of the Registrant's Restated Certificate of Incorporation
provides that to the full extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of the Registrant shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any amendment to or repeal of such Article 10 shall not adversely
affect any right or protection of a director of the Registrant for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
 
     The Registrant has entered into certain indemnification agreements with its
officers and directors. The indemnification agreements provide the Registrant's
officers and directors with further indemnification, to the maximum extent
permitted by the DGCL.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
ITEM 8. EXHIBITS
EXHIBIT
    NUMBER                            DESCRIPTION
    -------                           -----------
5.1      Opinion of Perkins Coie LLP
    23.1      Consent of Ernst & Young LLP, Independent Auditors
    23.2      Consent of Perkins Coie LLP (included in opinion filed as
              Exhibit 5.1)
    23.3      Consent of Deloitte & Touche LLP
    24.1      Power of Attorney (see signature page)
    99.1      Amazon.com, Inc. 1999 Nonofficer Employee Stock Option Plan
ITEM 9. UNDERTAKINGS
 
     A. The undersigned Registrant hereby undertakes:
 
     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
 
          (a) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");
 
          (b) To reflect in the prospectus any facts or events arising after the
     effective date of this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement; and
 
                                      II-2
4
 
          (c) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;
 
provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
 
     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
 
     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-3
5
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on the 12th day of
March, 1999.
 
                                          AMAZON.COM, INC.
 
                                          By:     /s/ JEFFREY P. BEZOS
                                            ------------------------------------
                                            Jeffrey P. Bezos
                                            President, Chief Executive Officer
                                            and Chairman of the Board
 
     Each person whose individual signature appears below hereby authorizes
Jeffrey P. Bezos and Joy D. Covey, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 12th day of March, 1999.
SIGNATURE                                         TITLE
                 ---------                                         -----
/s/ JEFFREY P. BEZOS                President, Chairman of the Board and Chief
--------------------------------------------    Executive Officer (Principal Executive
              Jeffrey P. Bezos                  Officer)
 
              /s/ JOY D. COVEY                  Chief Financial Officer and Vice President
--------------------------------------------    of Finance and Administration (Principal
                Joy D. Covey                    Financial and Accounting Officer)
 
             /s/ TOM A. ALBERG                  Director
--------------------------------------------
               Tom A. Alberg
 
             /s/ SCOTT D. COOK                  Director
--------------------------------------------
               Scott D. Cook
 
               /s/ JOHN DOERR                   Director
--------------------------------------------
               L. John Doerr
 
         /s/ PATRICIA Q. STONESIFER             Director
--------------------------------------------
           Patricia Q. Stonesifer
II-4
6
 
                               INDEX TO EXHIBITS
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
5.1      Opinion of Perkins Coie LLP
 23.1      Consent of Ernst & Young LLP, Independent Auditors
 23.2      Consent of Perkins Coie LLP (included in opinion filed as
           Exhibit 5.1)
 23.3      Consent of Deloitte & Touche LLP
 24.1      Power of Attorney (see signature page)
 99.1      Amazon.com, Inc. 1999 Nonofficer Employee Stock Option Plan