UNITED STATES SECURITIES AND EXCHANGE …

1 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 20549-4561 April 7, 2010 Ronald O. MuellerGibson, Dunn & Crutcher LLP1050 Connecticut Avenue, , DC 20036-5306Re: , letter dated March 30, 2010 Dear Mr. Mueller:This is in response to your letter dated March 30,2010 concerning the shareholderproposal submitted to by James McRitchie. We also have received a letter onthe proponent's behalf dated March 31, 2010. On March 22,2010, we issued our responseexpressing our informal view that could not exclude the proposal from itsproxy materials for its upcoming anual meeting.

2 You have asked us to reconsider grant your reconsideration request, as there appears to be some basis for yourview that may exclude the proposal under rule 14a-8(i)(3), as vague andindefinite. We note in paricular your view that it is not clear what "rights" the proposalintends Accordingly, we wil not recommend enforcement action to theCommission if Amazon. com omits the proposal from its proxy materials in reliance on rule14a-8(i)(3 ). Sincerely, Deputy Director,Legal & Regulatory PolicyEnclosurescc: ** FISMA & OMB Memorandum M-07-16 ** JOHN CHEVEDDEN March 31,2010 Office of Chief CounselDivision of Corporation FinanceSecurities and EXCHANGE Commssion100 F Street, NEWashington, DC 20549# 4 James McRitchie's Rule 14a-8 , Inc.

3 (AMZN)Special Shareholder Meeting TopicLadies and Gentlemen:This responds to the March 30, 2010 (i)(3) request to block this rule 14a-8 proposal , Inc. (March 22, 2010) in regard to (0(3).The company addresses the highlighted phrase in the proposal which is dependent on the coretext of the proposal which is to enable 10% of sharholders to call a special meeting:3 (Number to be assigned by the companyl - Special Shareowner MeetingsRESOLVED, Shareowners ask our board to take the steps necessary unilaterally (to thefullest extent permitted by law) to amend our bylaws and each appropriate governingdocument to give holders of 10% of our outstanding common stock (or the lowestpercentage permitted by law above 10%) the power to call a special includes that multiple small shareowners can combine their holdings to equal theabove 10% threshold.))

4 This includes that such bylaw and/or charter text wil not haveany exception or exclusion conditions (to the fullest extent permitted by law) that applyonly to shareowners but not to management and/or the board, and that shareholderswil have no less rights at management-cal/ed special meetings than management hasat shareholder-called special meetings to the fullest extent permitted by law. Thisproposal does not impact our board's current power to call a special company introduces four interpretations for "that shareholders wil have no less rights atmanagement-called special meetings than management has at shareholder-called specialmeetings to the fuUest extent permitted by law.

5 "Then the company answers its own questions on these four interpretations as follows:One has "no relevance."On two, thee and four there are already rules and the proposal STATES "to the fullest extentpermitted by law."The company provided no precedent for an entire proposal to be blocked because a companyclaimed that dependent text in a proposal had one "no relevance" interpretation out of fourinterpretations.** FISMA & OMB Memorandum M-07-16 ** The company provided no precedent for an entire proposa to be blocked because a company claimed that there were already rules in place on certain self-serving company interpretations of dependent proposal text and the proposal had the exception clause "to the fullest extent permitted by law.

6 " Ths is to request that the SECURITIES and EXCHANGE Commssion allow ths resolution to stand and be voted upon in the 2010 proxy. Sincerely, John Chevedden~= cc: James McRitchie Michael Deal -:ir( :; Gibson, Dunn & Crutcher LLP GIBSON DUNN 1050 Connecticut Avenue, Washington, DC 20036-5306 Tel Client Matter No.: 03981-00110 Ronald O. Mueller Direct: Fax: March 30, 2010 VIA E-MAIL Offce of Chief Counsel Division of Corporation Finance SECURITIES and EXCHANGE Commssion 100 F Street. NE Washington, DC 20549 Re: Inc.)

7 Request for Reconsideration Shareholder Proposal of James McRitchie SECURITIES EXCHANGE Act of 1934-Rule 14a-8 Dear Ladies and Gentlemen: On January 22, 2010, , Inc. (the "Company") submitted a letter (the "Intial Request") notifying the staff of the Division of Corporation Finance (the "Staf') of the Securties and EXCHANGE commission that the Company intended to omit from its proxy statement and form of proxy for its 2010 Anual Meeting of Shareholders (collectively, the "2010 Proxy Materials") a shareholder proposal and statements in support thereof (collectively, the "Proposal") received from John Chevedden on behalf of James McRitchie (the "Proponent").

8 The Intial Request indicated, among other things, our belIefthat the Proposal could be excluded from the 2010 Proxy Materials as impermissibly vague and indefinite pursuant to Rule 14a-8(i)(3) ofthe SECURITIES EXCHANGE Act of 1934. as amended. On March 22, 2010, the Staff issued a response to the Intial Request stating that, based on the arguents presented, it was unable to concur in our view that the Company may exclude the Proposal under Rule 14a-8(i)(3). We continue to believe that the Proposal is false and misleading because the Proposal (including the supporting statements) is so inherently vague or indefinite that neither the shareholders voting on the Proposal, nor the Company in implementing the Proposal, would be able to determine the intended effect of implementing the Proposal or to determine with Brussels.

9 Century City' Dallas' Denver' Dubai . London' Los Angeles' Munich' New York' Orange County Palo Alto' Paris' San Francisco' S o Paulo' Singapore' Washington, GIBSON DUNN Office of Chief Counsel March 30, 2010 Page 2 any reasonable certainty exactly what actions or measures the Proposal requires. il light of the Staffs March 22,2010 letter, we are submitting ths Request for Reconsideration and address more fully below additional aspects of the Proposal that we believe are vague, false reconsider its March 22,2010 response and concur in our view that the Proposal is excludable under Rule 14a-8(i)(3).

10 And misleading. Accordingly, we request that the Staff The Proposal May Be Excluded Under Rule 14a-8(i)(3) Because The Proposal Is Impermissibly Vague And Indefinite So As To Be Inherently Misleading. Rule l4a-8(i)(3) permits the exclusion of a shareholder proposal if the proposal or supporting the commission 's proxy rules or regulations, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting statement is contrar to any of the Proposal appears tomaterials.