~~UNITED~~ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~ PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~SECURITIES~~ ~~EXCHANGE~~ Date ~~ACT~~of OFReport ~~1934~~ (Date of earliest event reported):

~~Date~~ ~~of Report~~September ~~(Date of earliest event reported): July 31~~14, ~~2006~~2007

AUDIBLE, INC. (Exact name of registrant as specified in its charter)

~~(Exact~~ ~~name~~DELAWARE of (State ~~registrant~~or asother ~~specified~~jurisdiction inof ~~its charter~~incorporation)

Delaware	000-26529	22-3407945
000-26529	22-3407945
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Commission File No.)	(IRS Employer Identification No.)

65 Willowbrook Boulevard, Wayne, NJ	07470
(Address of Principal Executive Offices)	(Zip Code)

1 Washington Park, 16th Floor
Newark, New Jersey 07102
(Address of principal executive offices and zip code)

(973) ~~837~~ 820-~~2700~~0400 (Registrant’s telephone number, including area code)

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

~~ITEM 1~~Item 8.01. ~~ENTRY~~Other ~~INTO A MATERIAL DEFINITIVE AGREEMENT.~~Events

On ~~July 31, 2006,~~ Audible, Inc.’s ~~(“Audible”~~founder, orCEO ~~the~~and ~~“Company”)~~Chairman ~~and~~of ~~Apple~~the ~~Computer~~Board, ~~Inc~~Donald R. ~~(“Apple”)~~ ~~announced~~Katz ~~that~~adopted ~~they~~on ~~entered~~September ~~into~~14, 2007 a ~~Global~~pre-arranged ~~Master~~stock ~~Agreement~~trading ~~(the “Agreement”).~~plan ~~Pursuant~~ to ~~the~~sell ~~Agreement,~~company ~~and~~stock. ~~subject~~Under to the ~~terms and conditions set forth therein~~plan, ~~Audible~~Mr. ~~will~~Katz ~~continue~~may tosell ~~be the exclusive source for~~up ~~audiobooks and other book-related spoken-word material~~ to ~~Apple’s~~66,000 ~~iTunes~~shares ~~Music Stores~~of ~~worldwide~~stock ~~and~~over ~~will~~a ~~continue~~twelve tomonth ~~provide~~period ~~the~~beginning ~~iTunes~~not ~~Music~~earlier ~~Store~~than ~~with comedy,~~November ~~lectures~~1, ~~speeches, periodicals, educational programs, Audible originals, spiritual programming, paid podcasts and other spoken-word programs~~2007. ~~All~~ ~~Audible~~These ~~content~~sales ~~will~~would ~~continue~~represent toless ~~receive~~than ~~branding~~6% ~~within~~of the ~~audio~~stock, ~~stream~~ restricted stock and instock ~~the~~options ~~iTunes~~held ~~Music~~by ~~Store~~Mr. Katz.

~~All~~ ~~Apple iPods~~ Audible, ~~and~~Inc.’s ~~iTunes~~CFO, ~~applications~~William ~~will~~H. ~~continue~~Mitchell, has also entered into a separate pre-arranged stock trading plan under which he may sell up to be5,000 ~~AudibleReady®~~shares over a ten month period beginning not earlier than November 21, 2007. ~~and will work~~These ~~with~~sales would represent less than 7% of the ~~Audible~~stock, ~~service~~restricted stock and stock options held by Mr. Mitchell.

~~Under~~ ~~the terms~~ The plans, adopted under SEC Rule 10b5-1, are designed to avoid any real or perceived conflicts of interest that might arise from the ~~agreement,~~executives’ ~~Apple~~involvement ~~and~~with ~~Audible~~the ~~intend~~company. Sales under the plans may take place from time to ~~pursue~~time, ~~co-marketing~~subject ~~and promotion~~to ~~programs.~~certain market conditions over the next year.

~~The~~ ~~Agreement~~ Rule ~~contains~~10b5-1 ~~provisions~~allows ~~pursuant~~corporate insiders to ~~which~~establish ~~Apple~~prearranged ~~and~~written ~~Audible~~plans ~~will~~to ~~share~~buy or sell a specified number of shares of company stock over a predetermined period of time. Insiders may adopt such ~~revenues~~plans ~~generated~~when they are not in possession of material inside information in order to gradually change their investment portfolio to minimize market effect of stock sales or purchases by ~~the~~spreading ~~arrangement~~them out over an extended period of time and to avoid concerns about initiating stock transactions while in possession of material nonpublic information.

~~The~~ ~~term~~ ~~of the Agreement runs until September 30, 2010.~~SIGNATURES

~~The~~ ~~Company~~ Pursuant ~~will~~to ~~seek~~the ~~from~~requirements of the Securities ~~and~~ Exchange ~~Commission~~Act ~~confidential treatment~~ of ~~certain~~1934, ~~portions of~~ the ~~Agreement.~~Registrant Ahas ~~copy~~duly ofcaused ~~the~~this ~~Agreement,~~report ~~with confidential~~to ~~portions redacted, will~~ be ~~filed~~signed ason anits ~~exhibit~~behalf toby the ~~Company’s periodic~~undersigned ~~filings~~thereunto ~~pursuant~~duly ~~to the Securities Exchange Act of 1934, as amended~~authorized.

A copy of the press release announcing the execution of the Agreement was issued on July [31], 2006 and is attached hereto as Exhibit 99.1. The foregoing description is qualified in its entirety by reference to the full text of the exhibit.

Date: September 17, 2007	Audible, Inc.


	/s/ William H. Mitchell
	By:	William H. Mitchell
	Title:	Chief Financial Officer

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

a) Financial Statements of Business Acquired - Not Applicable.

b) Pro Forma Financial Information - Not Applicable.

c) Exhibits:

99.1 Press Release dated July 31, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 31, 2006 Audible, Inc.

/s/ Don Katz

By: Don Katz

Title: Chief Executive Officer

EXHIBIT INDEX

99.1 Press Release dated July 31, 2006

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