Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13-G/A
Under the Securities and Exchange Act of 1934
Amazon.com Inc.
Common Stock
CUSIP Number 023135106
Check the following box if a fee is being paid with this statement. [ ]
CUSIP No. 023135106
1) Name of reporting person:
Legg Mason, Inc.
Tax Identification No:
52-1200960
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:
Baltimore, Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: 38,859,092
6) Shared voting power: 13,740,088
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 52,599,180
9) Aggregate amount beneficially owned by each reporting person:
52,599,180
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
14.67%
12) Type of reporting person:
HC
Item 1a) Name of issuer:
Amazon.com Inc.
Item 1b) Address of issuer's principal executive offices:
1200 12th Ave. S., Ste. 1200
Seattle, WA 98144-2734
Item 2a) Name of person filing:
Legg Mason, Inc.
Item 2b) Address of principal business office:
100 Light Street
Baltimore, Maryland 21202
Item 2c) Citizenship:
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)(19) 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 Fund; see
240.13d-1(b)(ii)(F).
(g) [X] Parent holding company, in accordance with 240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H).
Item 4) Ownership:
(a) Amount beneficially owned: 52,599,180
(b) Percent of Class:
14.67%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
38,859,092
(ii) shared power to vote or to direct the vote:
13,740,088
(iii) sole power to dispose or to direct the disposition of:
- 0 -
(iv) shared power to dispose or to direct the disposition of:
52,599,180
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 persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of, such securities. The interest of one person,
Legg Mason Value Trust, Inc., an investment company
registered under the Investment Company Act of 1940,
amounted to 8.25% of the total outstanding stock as of
March 31, 2001.
Item 7) Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding company:
Legg Mason Funds Management, Inc., as investment adviser
with discretion
Legg Mason Capital Management, Inc., as investment adviser
with discretion
LMM LLC, as investment adviser with discretion
Bartlett & Co., as investment adviser with discretion
Bingham Legg Advisers LLC, as investment adviser with
discretion
Legg Mason Wood Walker, Inc., as investment adviser and
broker/dealer with discretion
Legg Mason Trust, fsb, as investment adviser with discretion
Item 8) Identification and classification of members of the group:
n/a
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 in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purposes 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: 4/4/01
________________________________________________________________
By: Timothy C. Scheve, Sr. Ex. Vice President, Legg Mason, Inc.
Addendum to Schedule 13G/A filed by Legg Mason, Inc.
Tax Identification No. 52-1200960
Shares of Amazon.com Inc. owned a/o 3/31/01
CUSIP 023135106
Shares Sole Shared Sole Shared
Name Class Owned V P V P D P D P
Legg Mason Funds
Management, Inc. IA 36,859,092 36,859,092 36,859,092
Legg Mason Capital
Management, Inc. IA 13,262,520 13,262,520 13,262,520
LMM, LLC IA 2,000,000 2,000,000 2,000,000
Bartlett & Co. IA 3,445 3,445 3,445
Bingham Legg
Advisers LLC IA 400 400 400
Legg Mason Wood
Walker, Inc. BD, IA 451,968 451,968 451,968
Legg Mason Trust, fsb IA 21,755 21,755 21,755
Shares Outstanding 358,555,000
% Owned 14.67%
Legg Mason Funds Management, Inc., 100 Light Street, Baltimore, MD 21202, a
wholly owned subsidiary of Legg Mason, Inc. and an investment adviser
registered under the Investment Advisers Act of 1940, is the beneficial owner
of 36,859,092 shares, or 10.28% of the common stock outstanding of Amazon.com
Inc. as a result of acting as investment adviser to various investment
companies.
The ownership of one investment company, Legg Mason Value Trust, Inc., amounted
to 29,586,000 shares, or 8.25% of the common stock outstanding. Legg Mason
Value Trust, Inc. has its principal office at 100 Light Street, Baltimore,
Maryland 21202.
Joint Filing Agreement
-----------------------
Each party signing below agrees that this statement is submitted as a joint
filing on behalf of all of the undersigned.
Legg Mason, Inc.
By_________________________________________________
Timothy C. Scheve, Sr. Ex. Vice President
Legg Mason Funds Management, Inc.
By_________________________________________________
Jennifer W. Murphy, Sr. Vice President
Legg Mason Value Trust, Inc.
By_________________________________________________
Marc R. Duffy, Vice President