Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  AMAZON COM INC
 2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2008		 3. Issuer Name and Ticker or Trading Symbol
AUDIBLE INC [ADBL]
(Last)
(First)
(Middle)
1200 12TH AVENUE SOUTH, SUITE 1200		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SEATTLE, WA 98144-2734		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.01 par value 23,643,434 (1) (2)
I (3)
By AZBC Holdings, Inc.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AMAZON COM INC
1200 12TH AVENUE SOUTH
SUITE 1200
SEATTLE, WA 98144-2734		     X    

Signatures

/s/ Amazon.com, Inc., Attorney in Fact 03/21/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On March 11, 2008, AZBC Holdings, Inc. ("AZBC Holdings"), a wholly owned subsidiary of Amazon.com, Inc. ("Amazon"), acquired 20,586,922 shares of common stock, par value $0.01 (the "Shares"), of Audible, Inc. ("Audible") pursuant to AZBC Holdings' offer to purchase (the "Offer") all of the outstanding common stock of Audible. On March 14, 2008, at the expiration of the subsequent offering period for the Offer, AZBC Holdings had acquired 21,487,967 Shares. Prior to commencement of the Offer, AZBC Holdings held 613,343 Shares. On March 17, 2008, AZBC Holdings purchased directly from Audible an additional 1,542,124 Shares in connection with the exercise of the option for purchase granted to AZBC Holdings in the Agreement and Plan of Merger, dated January 30, 2008, by and among Amazon, AZBC Holdings and Audible. Following completion of the Offer, AZBC Holdings merged with and into Audible, causing Amazon to control Audible. (Continued footnote 2)
(2) As of March 19, 2008, all of Audible's common stock had been deregistered.
(3) AZBC Holdings is a direct, wholly owned subsidiary of Amazon, and as a result Amazon and AZBC Holdings may be deemed to share beneficial ownership of the shares shown as beneficially owned by Amazon.

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