FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
X Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0362
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

DOERR L. JOHN

2. Issuer Name and Ticker or Trading Symbol
Amazon.com, Inc. (AMZN)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

(Last)      (First)     (Middle)

c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Menlo Park, CA 94025

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Common Stock, par value $.01 per share

 ⁽¹⁾

J4⁽¹⁾

491,087

A

Common Stock, par value $.01 per share

12/22/98

G4⁽²⁾

82

D

Common Stock, par value $.01 per share

1/11/99

G4⁽²⁾

368

D

2,935,289

D

Common Stock, par value $.01 per share

11,454

I

By "KPCB INFO"⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:

(1) Reflects a correction in the number of shares received from KPCB VIII Associates, L.P., a California limited partnership, in connection with a distribution by Kleiner Perkins Caufield & Byers VIII, L.P., a California limited partnership ("KPCB VIII"), as previously reported on the reporting person's Forms 4 dated July 9, 2001, August 6, 1999, March 24, 1999, December 4, 1998, November 6, 1998, August 6, 1998, March 9, 1998 and December 8, 1997. Mr. Doerr is a general partner of KPCB VIII Associates, L.P., which is the general partner of KPCB VIII. Share amount reflects all applicable stock splits.
(2) These shares were transferred without consideration to Kleiner Perkins Caufield & Byers for distribution pursuant to a compensatory arrangement for the benefit of its employees. Share amount reflects all applicable stock splits.
(3) Mr. Doerr is a general partner of KPCB VII Associates , L.P., a California limited partnership, which is the general partner of KPCB Information Sciences Zaibatsu Fund II, L.P., a California limited partnership ("KPCB INFO"). Mr. Doerr disclaims beneficial ownership of shares of the issuer's common stock held directly by KPCB INFO, except to the extent of any indirect pecuniary interest in his distributive share therein. Share amount reflects all applicable stock splits.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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