Amazon Theater Premieres ``Tooth Fairy'' Starring Chris Noth.

Amazon.com (Nasdaq:AMZN):

Fourth in the five-film series, "Tooth Fairy" features Noth as a beleaguered father on a good-humored odyssey 

WHAT:

    The fourth of five films in the Amazon Theater short film series,
"Tooth Fairy" stars Chris Noth and is directed by Jake Scott. The film
debuts today, November 30 on Amazon.com's homepage (www.amazon.com).
    Amazon has produced a series of five short films distributed ONLY
on Amazon.com as a free holiday gift to its customers. Today, and each
Tuesday through December 7, Amazon will debut a new film in the Amazon
Theater series, which customers can view directly from the Amazon.com
homepage.
    "Amazon Theater is at the forefront of a growing trend in which
people are turning to their computers for entertainment content," said
actor Chris Noth. "In the foreseeable future, there will be more
movies and series and all kinds of things that will be viewed
exclusively on our computer screens."
    The film, which was shot in August in the Los Angeles suburb of
Burbank, features Noth as a father who goes beyond the call of duty to
play his beloved daughter's Tooth Fairy.

    WHO:

    --  Jake Scott: Awarded an Emmy in 2002 for his direction of
        Nike's "Move," director Jake Scott uses an original cinematic
        approach to explore the gamut of human emotion, from humor and
        pathos to aesthetic wonder. In 2001, the "Move" commercial
        quickly became an anthem for athletes around the world and
        received several international accolades for Scott, including
        the Emmy for Best Commercial. Scott is also an award-winning
        music video director, and in 1999 he received the VH-1 Vogue
        Fashion Award for Most Stylish Video (No Doubt's "New," from
        the soundtrack to the motion picture Go). His music video for
        Radiohead's "Fake Plastic Trees" was recently voted by MTV as
        one of the 100 Greatest Music Videos of All Time, as was the
        video he directed for R.E.M.'s "Everybody Hurts." Scott made
        his feature directorial debut in October 1999 with the USA
        Films release Plunkett & Macleane. The film, based on the
        real-life exploits of two notorious 18th-century highwaymen,
        stars Liv Tyler, Jonny Lee Miller, and Robert Carlyle. Scott
        is also deeply involved in the development of several other
        feature-film projects.

    --  Chris Noth: Best known as Sarah Jessica Parker's on-again,
        off-again romancer, Mr. Big on the hugely successful "Sex and
        the City," Chris Noth's numerous credits include a 5-year
        starring role on "Law & Order," "Castaway," "Baby Boom" and
        "Hill Street Blues."

    Additionally, customers can use the interactive credits at the end
of "Tooth Fairy" to shop on Amazon.com for items appearing in the
film. Product cameos include:

    Cookware: Calphalon Tri-Ply Stainless Cookware Set

    Cutlery: Calphalon Stainless 15-Piece Cutlery Set

    Tea Kettle: Calphalon Collectors Edition Stainless Steel Tea
Kettle

    Paper Towel Holder: Calphalon Pantryware Enclosed Paper Towel
Holder

    Sink Wrench: IRWIN Vise-Grip 274001 11" Quick Adjusting Pipe
Wrench

    Tool Set: Allied 69062 196 Piece Tool Set in Metal Tool Box

    Picnic Table: Strathwood Folding 30-Inch Bistro Table

    Barbeque: Weber 2005 Genesis Gold C Grill

    Barbeque Cover: Weber Premium Grill Cover

    Cocoa Canister: Godiva Dark Chocolate Truffle Hot Cocoa Canister
17.4 oz

    Acoustic Guitar: Rogue RA-100D Dreadnought Acoustic Guitar

    Electric Guitar: Epiphone Les Paul Classic Electric Guitar

    Drum Set: Pulse Pro 5-Piece Drum Set

    Keyboard: Yamaha PSR295MS Portable Electronic Keyboard

    Basketball: Official NBA Game Ball

    Boy's T-shirt: NBA Player T-shirt

    WHEN: Premieres Tuesday, November 30, 2004 and screens through
Monday, December 6

    WHERE: Amazon.com (www.amazon.com)

    CONTACT: Jani Baker or Molly Ingle
    Amazon.com
    206.266.7810
    [e-mail] or [e-mail]

About Amazon.com

Amazon.com (Nasdaq:AMZN), a Fortune 500 company based in Seattle, opened on the World Wide Web in July 1995 and today offers Earth's Biggest Selection. Amazon.com seeks to be Earth's most customer-centric company, where customers can find and discover anything they might want to buy online, and endeavors to offer its customers the lowest possible prices. Amazon.com and other sellers offer millions of unique new, refurbished and used items in categories such as health and personal care, jewelry and watches, gourmet food, sports and outdoors, apparel and accessories, books, music, DVDs, electronics and office, toys and baby, and home and garden.

Amazon.com and its affiliates operate seven Web sites: www.amazon.com, www.amazon.co.uk, www.amazon.de, www.amazon.fr, www.amazon.co.jp, www.amazon.ca, and www.joyo.com.

As used herein, "Amazon.com," "we," "our" and similar terms include Amazon.com, Inc., and its subsidiaries, unless the context indicates otherwise.

Forward-Looking Statement 

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management's expectations. These forward-looking statements involve risks and uncertainties that include, among others, risks related to potential future losses, significant amount of indebtedness, competition, management of growth, potential fluctuations in operating results, fulfillment center optimization, seasonality, commercial agreements, acquisitions, and strategic transactions, foreign exchange rates, system interruption, international expansion, consumer trends, inventory, limited operating history, government regulation and taxation, fraud, and new business areas. 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, 2003, and all subsequent filings.