Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
Amazon.com Inc.
Common Stock
CUSIP Number 023135106
Date of Event Which Requires Filing of this Statement: December 31, 2003
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 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: 34,274,309
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 34,274,309
9) Aggregate amount beneficially owned by each reporting person:
34,274,309
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
8.55%
12) Type of reporting person:
IA, CO
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: 14,362,200
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 14,362,200
9) Aggregate amount beneficially owned by each reporting person:
14,362,200
10) Check if the aggregate amount in row (9) excludes certain
shares:
n/a
11) Percent of class represented by amount in row (9):
3.58%
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:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 5,000,000
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 5,000,000
9) Aggregate amount beneficially owned by each reporting person:
5,000,000
10) Check if the aggregate amount in row (9) excludes certain
shares:
n/a
11) Percent of class represented by amount in row (9):
1.25%
12) Type of reporting person:
IA, OO
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: 25,650
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 25,650
9) Aggregate amount beneficially owned by each reporting person:
25,650
10) Check if the aggregate amount in row (9) excludes certain
shares:
n/a
11) Percent of class represented by amount in row (9):
0.01%
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: 22,000,000
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 22,000,000
9) Aggregate amount beneficially owned by each reporting person:
22,000,000
10) Check if the aggregate amount in row (9) excludes certain
shares:
n/a
11) Percent of class represented by amount in row (9):
5.49%
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 Funds Management, Inc.
Legg Mason Capital 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 Funds Management, Inc.
A Maryland corporation
Legg Mason Capital Management, Inc.
A Maryland corporation
LMM, LLC
A Maryland limited liability company
Legg Mason Focus Capital, Inc.
A 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:
53,662,159
(b) Percent of Class:
13.38%
(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:
53,662,159
(iii) sole power to dispose or to direct the disposition of:
- 0 -
(iv) shared power to dispose or to direct the disposition of:
53,662,159
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 Funds Management, Inc., amounted to 22,000,000 shares or
5.49% 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 Funds Management, Inc.-investment adviser
Legg Mason Capital 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 13, 2004
Legg Mason Funds Management, Inc.
By:___________________________________________
Jennifer Murphy, Senior Vice President
Legg Mason Capital 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 Funds Management, Inc.
By:__________________________________________________
Jennifer Murphy, Senior Vice President
Legg Mason Capital 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