SEATTLE--May 31, 2000--

Provides Customers With Convenient Access to a Diverse Selection of

Over 22,000 Hours of Digital Audio Content

Leading online retailer Amazon.com (Nasdaq:AMZN) today announced the availability of more than 22,000 hours of spoken audio content from Audible, Inc. (Nasdaq:ADBL), the leader in Internet-delivered spoken audio for PC-based listening or playback on AudibleReady portable digital audio players.

Located in the Amazon.com Books store, the new audible.com Audio Downloads Store offers Amazon.com's 20 million customers access to more than 4,700 audiobooks plus a vast array of comedy, audio newspapers, magazines and business information available nowhere else in downloadable audio format. Audible.com also brings to Amazon.com historic and contemporary speeches, academic lectures, language lessons, motivational programs and subscriptions to public radio programs, including Marketplace, Car Talk, Fresh Air and Science Friday.

"It is Amazon.com's never-ending quest to help customers find, discover and buy the best of anything," said Joe Galli, president and COO of Amazon.com. "Our alliance with audible.com will enable millions of people who enjoy audio content to connect with outstanding entertainment as well as high-quality news and information."

Spoken audio programming can be purchased online, then downloaded or streamed for playback on a PC or on any AudibleReady portable digital audio player. The costs for purchasing audible.com programming will vary based on the specific content provided.

"Here is an opportunity to bring the greatest names and titles in the world of spoken audio entertainment and information to Amazon.com's discriminating audience," said Donald Katz, founder and chairman of Audible, Inc. "Beyond immediate access to Audible content via streaming or downloading, our new Amazon.com customers will have the flexibility to listen at their PCs or take the audio programs away to enjoy in the car or while exercising."

The audible.com audiobooks now available for download on Amazon.com include titles from bestselling authors such as Stephen King, John Grisham, Mary Higgins Clark, Geoffrey Moore and Stephen Ambrose, and classics by William Shakespeare, Charles Dickens, Emily Dickinson and Mark Twain. Audible has also produced exclusive audiobook titles -- including Po Bronson's The Nudist on the Late Shift and The Cluetrain Manifesto, an Internet business bestseller --that are not available in audio format anywhere else. News and information titles include daily selected audio content from The Wall Street Journal; daily audio digests of The New York Times, San Jose Mercury News and the Los Angeles Times; features from the online publication Slate; articles and information from business magazines such as Industry Standard, The Economist, Forbes and Harvard Business Review; and daily financial research from J.P. Morgan Securities Inc., available exclusively through Amazon.com and audible.com.

Original programming will also come from the recently announced Random House Audible imprint, the first publishing imprint to create spoken-word audio titles for online distribution. On the lighter side, customers can listen to RobinWilliams@audible.com, the weekly half-hour series of original comedy, commentary and conversation with the award-winning actor and comedian, as well as standup comedy material from Margaret Cho, George Carlin, Richard Jenni and many others.

In January, the two companies entered into a strategic alliance to provide Amazon.com customers with a diverse selection of digital audio content from audible.com. Audible.com (www.audible.com) is the exclusive provider to Amazon.com of downloadable and streaming spoken-word programming that was first published in print.

About Audible, Inc.

Audible is the Internet's largest, most diverse provider of premium spoken audio services for content download or playback on personal computers or AudibleReady mobile devices. Audible allows customers to take advantage of their commuting, travel and desktop computer time by delivering premium entertainment and information audio while their eyes are busy but their minds are free. Audible's content partners include leading audiobook publishers, broadcasters, magazine and newspaper publishers, business information providers, and educational and cultural institutions. Visitors to www.audible.com can browse, sample, purchase and subscribe to more than 20,000 hours of audio programs. Audible.com is Amazon.com's exclusive provider of spoken-word products for downloading or streaming via the Web. Among the company's key business partners are Casio, Compaq Computer Corporation, S3/Diamond, Microsoft Corporation, Royal Philips Electronics, RealNetworks, Texas Instruments and VoiceAge Corp.

www.audible.com and AudibleReady are trademarks of Audible, Inc. RobinWilliams@audible.com is a trademark of Robin Williams and Audible, Inc.

About Amazon.com

Amazon.com (Amazon.com, Inc., and its subsidiaries) is the Internet's No. 1 music, No. 1 DVD and video, and No. 1 book retailer. Amazon.com (Nasdaq:AMZN) opened its virtual doors on the World Wide Web in July 1995 and today offers Earth's Biggest Selection, along with online auctions and free electronic greeting cards. Amazon.com lists more than 18 million unique items in categories including books, CDs, toys, electronics, videos, DVDs, tools and hardware, lawn and patio items, kitchen products, software, and video games. Through Amazon.com zShops, any business or individual can sell virtually anything to Amazon.com's more than 20 million customers, and with Amazon.com Payments, any seller can accept credit card transactions, avoiding the hassles of offline payments. The company also participates in sothebys.amazon.com, the leading auction site for guaranteed art, jewelry and collectibles, at www.sothebys.amazon.com.

Amazon.com seeks to be the world's most customer-centric company, where customers can find and discover anything they may want to buy online. Amazon.com's All Product Search scours the Web to help customers find merchandise that is not available at Amazon.com, Amazon.com Auctions, or Amazon.com zShops, making Amazon.com the shopping destination to find anything. Amazon Anywhere is the leader in mobile e-commerce, providing access from anywhere in the world to Amazon.com on personal digital assistants (PDAs) and through handheld wireless Internet devices that use HDML or the Wireless Application Protocol.

Amazon.com operates two international Web sites: www.amazon.co.uk and www.amazon.de. It also operates the Internet Movie Database (www.imdb.com), the Web's comprehensive and authoritative source of information on more than 220,000 movies and entertainment programs and 800,000 cast and crew members dating from the birth of film in 1892 to 2003.

Amazon.com has invested in leading Internet retailers that are improving the lives of customers by making shopping easier and more convenient: Greenlight.com, the only company that offers car buyers the control of auto purchasing online with ongoing service and support from local dealerships, at www.greenlight.com; living.com, the leading online home products and services retailer, at www.living.com; drugstore.com, an online retail and information source for health, beauty, wellness, personal care and pharmacy, at www.drugstore.com; Pets.com, the online leader for pet products, expert information, and services, at www.pets.com; HomeGrocer.com, the first fully integrated Internet grocery-shopping and home-delivery service -- with operations in Seattle; Portland, Oregon; and Southern California -- at www.homegrocer.com; Gear.com, which offers brand-name sporting goods at prices from 20 to 90 percent off retail, at www.gear.com; Ashford.com, the leading Internet retailer of luxury and premium products and the Web's No. 1 retailer of watches and jewelry, at www.ashford.com; Audible, Inc., the leader in Internet-delivered spoken audio for PC-based listening or playback on AudibleReady portable digital audio devices, at www.audible.com; eZiba.com, a leading online retailer of handcrafted products from around the world, at www.eziba.com; and WineShopper.com, the San Francisco- and Napa-based Internet start-up that will ultimately offer consumers online access to the largest selection of wines available anywhere, at www.wineshopper.com.

Amazon.com also has a minority interest in Della.com, which brings together leading retailers with gift registry, expert advice, and personalized gift suggestions to help everyone give better gifts, at www.della.com; NextCard, Inc., considered the industry's leading issuer of consumer credit on the Internet, at www.nextcard.com; and Kozmo.com, the world's leading "e-mmediate" Internet-to-door delivery service, at www.kozmo.com.

This announcement contains forward-looking statements that involve risks and uncertainties that include, among others, Amazon.com's limited operating history, anticipated losses, significant amount of indebtedness, unpredictability of future revenues, potential fluctuations in quarterly operating results, seasonality, consumer trends, competition, risk of distribution center expansion, risks related to fourth quarter performance, risks of system interruption, management of potential growth, inventory risks, risks related to auction and zShops services, risks related to fraud and Amazon.com Payments, and risks of new business areas, international expansion, business combinations, and strategic alliances. More information about factors that potentially could affect Amazon.com's financial results is included in Amazon.com's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 1999, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.