SCHEDULE 14A

                            SCHEDULE 14A INFORMATION

                    PROXY STATEMENT PURSUANT TO SECTION 14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 1)


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Filed by a Party other than the Registrant [ ]

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[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12


                           PRICELINE.COM INCORPORATED

                (Name of Registrant as Specified in its Charter)

                             -----------------------

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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priceline.com(sm)


                                                                     May 8, 2001


Dear Stockholder:

      We are providing additional information to supplement the Proxy Statement
that was previously mailed to you on or about April 23, 2001 in connection with
the 2001 Annual Meeting of Stockholders of priceline.com Incorporated (the
"Company").

      On May 7, 2001, the Board of Directors (the "Board") of the Company
announced that our Chairman, Richard S. Braddock, has been re-appointed as the
Company's Chief Executive Officer, replacing Daniel H. Schulman, and that
Jeffery H. Boyd, our Chief Operating Officer, has been appointed President. In
addition, Mr. Schulman has resigned as a director.

      Our April 23, 2001 proxy statement included Mr. Schulman as a nominee for
election as a Director at our Annual Meeting on May 21, 2001. He has advised the
Board that he is withdrawing as a nominee for election as a director at the 2001
Annual Meeting and that he is no longer available and will not serve as a
director. As a result, the Board has reduced the number of directors comprising
the whole board by one. Mr. Schulman will not be considered for election at the
Annual Meeting.

      We are attaching a revised Notice of Meeting that specifies that we will
elect nine rather than ten directors at the 2001 Annual Meeting.

      As we said in our 2001 Annual Report, we still have a significant amount
of work to do, but we are very excited about priceline.com's current and future
prospects. Not only has the priceline.com business model demonstrated its
ability to generate and satisfy large numbers of customers in the largest and
fastest growing e-commerce sector, the priceline.com brand is one of the single
most recognized brands in all of e-commerce. We continue to be committed to
building a great business and profitable company that will make a difference for
our customers, suppliers, employees and stockholders.


                                    priceline.com Incorporated










                           priceline.com Incorporated
                             800 Connecticut Avenue
                           Norwalk, Connecticut 06854

                                     REVISED
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                       TO BE HELD ON MONDAY, MAY 21, 2001



To the Stockholders of priceline.com Incorporated:

            We hereby notify you that the Annual Meeting of Stockholders of
priceline.com Incorporated (the "Company") will be held on Monday, May 21, 2001
at 2:00 p.m. local time at the Doubletree Club Hotel, 789 Connecticut Avenue,
Norwalk, Connecticut 06854 for the following purposes:

            1. To elect 9 Directors to hold office until the next annual meeting
of stockholders or until their respective successors are elected and qualified.

            2. To approve amendments to the priceline.com Incorporated 1999
Omnibus Plan increasing the number of shares of the Company's common stock, par
value $0.008 per share, with respect to which awards may be granted to
35,375,000 shares from 25,375,000 shares and increasing the number of options
granted to non-employee directors each year to 20,000 options from 10,000
options.

            3. To ratify the selection of Deloitte & Touche LLP as independent
auditors of the Company for our fiscal year ending December 31, 2001.

            4. To transact such other business as may property come before the
meeting or any adjournment or postponement of the meeting.

            These business items are more fully described in the Proxy
Statement.

            The Board of Directors has fixed the close of business on April 10,
2001, as the record date for identifying those stockholders entitled to notice
of, and to vote at, this Annual Meeting and at any adjournment or postponement
of this meeting.


                                      By Order of the Board of Directors


                                      /s/ Peter J. Millones

                                      Peter J. Millones
                                      Secretary


Norwalk, Connecticut
May 8, 2001