4
Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Amazon.com Inc.
Common Stock
CUSIP Number 023135106
Date of Event Which Requires Filing of this Statement: December 31, 2005
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No. 023135106
1) Name of reporting person:
Legg Mason Capital Management, Inc.
Tax Identification No.:
52-1268629
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 56,284,955
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 56,284,955
9) Aggregate amount beneficially owned by each reporting person:
56,284,955
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9): 13.58%
12) Type of reporting person: IA, CO
CUSIP No. 023135106
1) Name of reporting person:
Legg Mason Funds Management, Inc.
Tax Identification No.:
52-2268681
2) Check the appropriate box if a member of a group: a) x b) n/a
3) SEC use only
4) Place of organization: Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 10,252,544
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 10,252,544
9) Aggregate amount beneficially owned by each reporting person:
10,252,544
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9): 2.47%
12) Type of reporting person: IA, CO
CUSIP No. 023135106
1) Name of reporting person:
LMM LLC
Tax Identification No.:
52-2204753
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization: Delaware
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 9,200,000*
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 9,200,000*
9) Aggregate amount beneficially owned by each reporting person:
9,200,000*
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
2.22%*
12) Type of reporting person: IA, OO
*Includes 2,500,000 shares that may be deemed to be beneficially owned
by LMM LLC due to its beneficial ownership of certain options.
CUSIP No. 023135106
1) Name of reporting person:
Legg Mason Focus Capital,Inc.
Tax Identification No.:
52-2311719
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization: Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 118,600
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 118,600
9) Aggregate amount beneficially owned by each reporting person:
118,600
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
0.03%
12) Type of reporting person: IA, CO
CUSIP No. 023135106
1) Name of reporting person:
Legg Mason Value Trust, Inc.
Tax Identification No.:
52-1250327
2) Check the appropriate box if a member of a group:
a) n/a
b) n/a
3) SEC use only
4) Place of organization: Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 23,231,700
7) Sole dispositive power - 0 -
8) Shared dispositive power: 23,231,700
9) Aggregate amount beneficially owned by each reporting
person: 23,231,700
10) Check if the aggregate amount in row (9) excludes certain
shares: n/a
11) Percent of class represented by amount in row (9):
5.61%
12) Type of reporting person:
IV, CO
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Item 1a) Name of issuer:
Amazon.com Inc.
Item 1b) Address of issuer's principal executive offices:
1200 12th Ave. South, Ste 1200
Seattle, WA 98144
Item 2a) Name of person filing:
Legg Mason Capital Management, Inc.
Legg Mason Funds Management, Inc.
LMM LLC
Legg Mason Focus Capital, Inc.
Item 2b) Address of principal business office:
100 Light Street
Baltimore, MD 21202
Item 2c) Citizenship:
Legg Mason Capital Management, Inc. - Maryland corporation
Legg Mason Funds Management, Inc. - Maryland corporation
LMM LLC - Delaware limited liability company
Legg Mason Focus Capital, Inc. - Maryland corporation
Item 2d) Title of class of securities:
Common Stock
Item 2e) CUSIP number: 023135106
Item 3)If this statement is filed pursuant to Rule 13d-1(b),or 13d-2(b),
check whether the person filing is a :
(a) [ ] Broker or dealer under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(6) of the Act.
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to ERISA
of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F).
(g) [ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G),
(h) [X] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4) Ownership:
(a) Amount beneficially owned: 75,856,099**
(b) Percent of Class: 18.30%**
(c) Number of shares as to which such person has: (i) sole power
to vote or to direct the vote:
- 0 -
(ii) shared power to vote or to direct the vote:
75,856,099**
(iii) sole power to dispose or to direct the disposition of:
- 0 -
(iv) shared power to dispose or to direct the disposition of:
75,856,099**
**Includes 2,500,000 shares that may be deemed to be beneficially owned
by LMM LLC due to its beneficial ownership of certain options.
Item 5) Ownership of Five Percent or less of a class:
n/a
Item 6) Ownership of more than Five Percent on behalf of another
person:
Various accounts managed by the investment advisers
identified in Item 8 have the right to receive or
the power to direct the receipt of dividends from,
or the proceeds from the sale of shares of the
issuer.
The interest of one account, Legg Mason Value Trust,
Inc. an investment company registered under the
Investment Company Act of 1940 and managed by Legg
Mason Capital Management, Inc., amounted to 23,231,700
shares or 5.61% of the total shares outstanding.
Item 7) Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding company:
n/a
Item 8) Identification and classification of members of the group:
Legg Mason Capital Management, Inc.-investment adviser
Legg Mason Funds Management, Inc.-investment
adviser
LMM LLC-investment adviser
Legg Mason Focus Capital, Inc.- investment adviser
Item 9) Notice of dissolution of group:
n/a
Item 10) Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Signature
-----------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
--------------------------------
Date - February 14, 2006
Legg Mason Capital Management, Inc.
By___________________________________________
Andrew J. Bowden, Senior Vice President
Legg Mason Funds Management, Inc.
By___________________________________________
Andrew J. Bowden, Senior Vice President
LMM, LLC
By____________________________________________
Jennifer Murphy, Chief Operations Officer
Legg Mason Focus Capital, Inc.
By____________________________________________
Robert G. Hagstrom, President
Exhibit A
Joint Filing Agreement
--------------------------------------
This Joint Filing Agreement confirms the agreement by and
among the undersigned that the Schedule 13G is filed on behalf of (i)
each member of the group identified in Item 8 and (ii) the other
reporting person(s) identified in Item 6 that may be deemed to
beneficially own more than five percent of the issuer's outstanding
equity securities.
Legg Mason Capital Management, Inc.
By__________________________________________________
Andrew J. Bowden, Senior Vice President
Legg Mason Funds Management, Inc.
By__________________________________________________
Andrew J. Bowden, Senior Vice President
LMM, LLC
By__________________________________________________
Jennifer Murphy, Chief Operations Officer
Legg Mason Focus Capital, Inc.
By____________________________________________
Robert G. Hagstrom, President
Legg Mason Value Trust, Inc.
By___________________________________________________
Gregory T. Merz, Vice President