<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1998
                                                      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 IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

                          1516 SECOND AVENUE, 4TH FLOOR
                            SEATTLE, WASHINGTON 98101
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                          JUNGLEE CORP. 1996 STOCK PLAN
                    JUNGLEE CORP. 1998 EQUITY INCENTIVE PLAN
              SAGE ENTERPRISES, INC. 1997 AMENDED STOCK OPTION PLAN
                  SAGE ENTERPRISES, INC. MVP STOCK OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                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)
                             ----------------------
                                   COPIES TO:

                                SCOTT L. GELBAND
                                PERKINS COIE LLP
                          1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099
                                 (206) 583-8888
                             ----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
       TITLE OF SECURITIES             AMOUNT TO BE          PROPOSED MAXIMUM             PROPOSED MAXIMUM            AMOUNT OF
         TO BE REGISTERED           REGISTERED (1)(2)   OFFERING PRICE PER SHARE(3)   AGGREGATE OFFERING PRICE    REGISTRATION FEE
         ----------------           -----------------   ---------------------------   ------------------------    ----------------
<S>                                 <C>                 <C>                           <C>                         <C>
Common Stock, $0.01 par value per
  share
  1996 Stock Plan(1)                      90,303                   $ 2.217                  $  200,202                $  60
                                         119,692                   $ 3.695                  $  442,262                $ 131
  1998 Equity Incentive Plan(1)           97,063                   $14.781                  $1,434,689                $ 424
                                           5,954                   $23.280                  $  138,610                $  41
  1997 Amended Stock Option Plan           2,681                   $  .179                  $      480                $   1
  (2)                                      9,052                   $  .896                  $    8,111                $   3
                                          46,328                   $ 8.963                  $  415,238                $ 123
                                          39,910                   $13.444                  $  536,590                $ 159
  MVP Stock Option Plan (2)                   28                   $ 8.963                  $      251                $   1
                                              17                   $13.445                  $      229                $   1
         TOTAL                           411,028                                            $3,176,662                $ 944
</TABLE>



<PAGE>   2

(1)  Pursuant to an Agreement and Plan of Merger dated as of August 3, 1998 (the
     "Merger Agreement"), by and among the Registrant, AJ Acquisition, Inc. and
     Junglee Corp. ("Junglee"), the Registrant assumed all the outstanding
     options to purchase capital stock of Junglee under the Junglee 1996 Stock
     Plan and the Junglee 1998 Equity Incentive Plan (the "Junglee Assumed
     Options"), with appropriate adjustments to the number of shares and
     exercise price of each Junglee Assumed Option to reflect the ratio at which
     Junglee capital stock was converted into Common Stock of the Registrant
     under the Merger Agreement.

(2)  Pursuant to an Agreement and Plan of Merger dated as of August 3, 1998 (the
     "Merger Agreement"), by and among the Registrant, Pacific Acquisition, Inc.
     and Sage Enterprises, Inc. ("PlanetAll"), the Registrant assumed all the
     outstanding options to purchase capital stock of PlanetAll under the
     PlanetAll 1997 Amended Stock Option Plan and the PlanetAll MVP Stock Option
     Plan (the "PlanetAll Assumed Options"), with appropriate adjustments to the
     number of shares and exercise price of each PlanetAll Assumed Option to
     reflect the ratio at which PlanetAll capital stock was converted into
     Common Stock of the Registrant under the Merger Agreement.

(3)  Shares are issuable upon exercise of outstanding options with fixed
     exercise prices. Pursuant to Rule 457(h) under the Securities Act of 1933,
     as amended, the aggregate offering price and the registration fee have been
     computed upon the basis of the price at which the options may be exercised.



<PAGE>   3

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;

          (b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report on Form
10-K referred to in (a) above; and

          (c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A, filed with the Commission on May 2, 1997,
under Section 12(g) of the Exchange Act.

     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 indicate that the securities offered hereby have
been sold or which deregister 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

     Not Applicable.

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 



                                      II-1
<PAGE>   4

Bylaws provide an unconditional right to indemnification for all expense,
liability and loss (including attorneys' fees, judgment, 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 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 (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) 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 the opinion filed as Exhibit 5.1)

      24.1          Power of Attorney (see signatures page)

      99.1          Junglee Corp. 1996 Option Plan

      99.2          Junglee Corp. 1998 Equity Incentive Plan

      99.3          Sage Enterprises, Inc. 1997 Amended Stock Option Plan

      99.4          Sage Enterprises, Inc. MVP Stock Option Plan
</TABLE>



                                      II-2
<PAGE>   5

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:

          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

          (ii) 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

          (iii) 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)(i) and (1)(ii) 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 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 benefit 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



                                      II-3
<PAGE>   6

jurisdiction the question of 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-4
<PAGE>   7

                                   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 September 11, 1998.

                                            AMAZON.COM, INC.



                                            By /s/ Jeffrey P. Bezos
                                            --------------------------------
                                              Jeffrey P. Bezos
                                              President, Chief Executive Officer
                                              and Chairman of the Board

                                POWER OF ATTORNEY

     EACH PERSON WHOSE INDIVIDUAL SIGNATURE APPEARS BELOW HEREBY AUTHORIZES
JEFFREY P. BEZOS AND JOY D. COVEY, OR EACH OF THEM, AS ATTORNEYS-IN-FACT, WITH
FULL POWER OF SUBSTITUTION, TO EXECUTE IN THE NAME AND ON BEHALF OF SUCH 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 11th day of September, 1998.

<TABLE>
<CAPTION>
                       SIGNATURE                                                    TITLE
                       ---------                                                    -----

<S>                                                         <C>

  /s/ Jeffrey P. Bezos
--------------------------------------------------------   
                    Jeffrey P. Bezos                        Chairman of the Board, President and Chief Executive Officer  
                                                            (Principal Executive Officer)                                 

  /s/ Joy D. Covey                                            
--------------------------------------------------------    
                      Joy D. Covey                          Chief Financial Officer, Vice President of Finance and Administration 
                                                            and Secretary (Principal Financial and Accounting Officer) 

  /s/ Tom A. Alberg
--------------------------------------------------------
                     Tom A. Alberg                          Director


  /s/ Scott D. Cook
--------------------------------------------------------
                     Scott D. Cook                          Director


  /s/ L. John Doerr
--------------------------------------------------------
                     L. John Doerr                          Director


  /s/ Patricia Q. Stonesifer
--------------------------------------------------------
                 Patricia Q. Stonesifer                     Director
</TABLE>



                                      II-5
<PAGE>   8

                                INDEX TO 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).
      24.1            Power of Attorney (see signatures page)
      99.1            Junglee Corp. 1996 Stock Plan
      99.2            Junglee Corp. 1998 Equity Incentive Plan
      99.3            Sage Enterprises, Inc. 1997 Amended Stock Option Plan
      99.4            Sage Enterprises, Inc. MVP Stock Option Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20718}]
{"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": "333-63311", "film-number": "98708356"}, "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 SEPTEMBER 11, 1998
                                                      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 IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

                          1516 SECOND AVENUE, 4TH FLOOR
                            SEATTLE, WASHINGTON 98101
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                          JUNGLEE CORP. 1996 STOCK PLAN
                    JUNGLEE CORP. 1998 EQUITY INCENTIVE PLAN
              SAGE ENTERPRISES, INC. 1997 AMENDED STOCK OPTION PLAN
                  SAGE ENTERPRISES, INC. MVP STOCK OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                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)
                             ----------------------
                                   COPIES TO:

                                SCOTT L. GELBAND
                                PERKINS COIE LLP
                          1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099
                                 (206) 583-8888
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES             AMOUNT TO BE          PROPOSED MAXIMUM             PROPOSED MAXIMUM            AMOUNT OF
         TO BE REGISTERED           REGISTERED (1)(2)   OFFERING PRICE PER SHARE(3)   AGGREGATE OFFERING PRICE    REGISTRATION FEE
         ----------------           -----------------   ---------------------------   ------------------------    ----------------
Common Stock, $0.01 par value per
  share
  1996 Stock Plan(1)                      90,303                   $ 2.217                  $  200,202                $  60
                                         119,692                   $ 3.695                  $  442,262                $ 131
  1998 Equity Incentive Plan(1)           97,063                   $14.781                  $1,434,689                $ 424
                                           5,954                   $23.280                  $  138,610                $  41
  1997 Amended Stock Option Plan           2,681                   $  .179                  $      480                $   1
  (2)                                      9,052                   $  .896                  $    8,111                $   3
                                          46,328                   $ 8.963                  $  415,238                $ 123
                                          39,910                   $13.444                  $  536,590                $ 159
  MVP Stock Option Plan (2)                   28                   $ 8.963                  $      251                $   1
                                              17                   $13.445                  $      229                $   1
         TOTAL                           411,028                                            $3,176,662                $ 944
2

(1)  Pursuant to an Agreement and Plan of Merger dated as of August 3, 1998 (the
     "Merger Agreement"), by and among the Registrant, AJ Acquisition, Inc. and
     Junglee Corp. ("Junglee"), the Registrant assumed all the outstanding
     options to purchase capital stock of Junglee under the Junglee 1996 Stock
     Plan and the Junglee 1998 Equity Incentive Plan (the "Junglee Assumed
     Options"), with appropriate adjustments to the number of shares and
     exercise price of each Junglee Assumed Option to reflect the ratio at which
     Junglee capital stock was converted into Common Stock of the Registrant
     under the Merger Agreement.

(2)  Pursuant to an Agreement and Plan of Merger dated as of August 3, 1998 (the
     "Merger Agreement"), by and among the Registrant, Pacific Acquisition, Inc.
     and Sage Enterprises, Inc. ("PlanetAll"), the Registrant assumed all the
     outstanding options to purchase capital stock of PlanetAll under the
     PlanetAll 1997 Amended Stock Option Plan and the PlanetAll MVP Stock Option
     Plan (the "PlanetAll Assumed Options"), with appropriate adjustments to the
     number of shares and exercise price of each PlanetAll Assumed Option to
     reflect the ratio at which PlanetAll capital stock was converted into
     Common Stock of the Registrant under the Merger Agreement.

(3)  Shares are issuable upon exercise of outstanding options with fixed
     exercise prices. Pursuant to Rule 457(h) under the Securities Act of 1933,
     as amended, the aggregate offering price and the registration fee have been
     computed upon the basis of the price at which the options may be exercised.
3

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;

          (b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report on Form
10-K referred to in (a) above; and

          (c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A, filed with the Commission on May 2, 1997,
under Section 12(g) of the Exchange Act.

     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 indicate that the securities offered hereby have
been sold or which deregister 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

     Not Applicable.

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 

                                      II-1
4

Bylaws provide an unconditional right to indemnification for all expense,
liability and loss (including attorneys' fees, judgment, 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 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 (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) 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 the opinion filed as Exhibit 5.1)

      24.1          Power of Attorney (see signatures page)

      99.1          Junglee Corp. 1996 Option Plan

      99.2          Junglee Corp. 1998 Equity Incentive Plan

      99.3          Sage Enterprises, Inc. 1997 Amended Stock Option Plan

      99.4          Sage Enterprises, Inc. MVP Stock Option Plan
II-2
5

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:

          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

          (ii) 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

          (iii) 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)(i) and (1)(ii) 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 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 benefit 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

                                      II-3
6

jurisdiction the question of 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-4
7

                                   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 September 11, 1998.

                                            AMAZON.COM, INC.

                                            By /s/ Jeffrey P. Bezos
                                            --------------------------------
                                              Jeffrey P. Bezos
                                              President, Chief Executive Officer
                                              and Chairman of the Board

                                POWER OF ATTORNEY

     EACH PERSON WHOSE INDIVIDUAL SIGNATURE APPEARS BELOW HEREBY AUTHORIZES
JEFFREY P. BEZOS AND JOY D. COVEY, OR EACH OF THEM, AS ATTORNEYS-IN-FACT, WITH
FULL POWER OF SUBSTITUTION, TO EXECUTE IN THE NAME AND ON BEHALF OF SUCH 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 11th day of September, 1998.
SIGNATURE                                                    TITLE
                       ---------                                                    -----
/s/ Jeffrey P. Bezos
--------------------------------------------------------   
                    Jeffrey P. Bezos                        Chairman of the Board, President and Chief Executive Officer  
                                                            (Principal Executive Officer)                                 

  /s/ Joy D. Covey                                            
--------------------------------------------------------    
                      Joy D. Covey                          Chief Financial Officer, Vice President of Finance and Administration 
                                                            and Secretary (Principal Financial and Accounting Officer) 

  /s/ Tom A. Alberg
--------------------------------------------------------
                     Tom A. Alberg                          Director

  /s/ Scott D. Cook
--------------------------------------------------------
                     Scott D. Cook                          Director

  /s/ L. John Doerr
--------------------------------------------------------
                     L. John Doerr                          Director

  /s/ Patricia Q. Stonesifer
--------------------------------------------------------
                 Patricia Q. Stonesifer                     Director
II-5
8

                                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).
      24.1            Power of Attorney (see signatures page)
      99.1            Junglee Corp. 1996 Stock Plan
      99.2            Junglee Corp. 1998 Equity Incentive Plan
      99.3            Sage Enterprises, Inc. 1997 Amended Stock Option Plan
      99.4            Sage Enterprises, Inc. MVP Stock Option Plan