8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) June 26, 2002


                           priceline.com Incorporated
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             (Exact name of registrant as specified in its charter)



           Delaware                     0-25581                 06-1528493
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       (State or other             (Commission File            (IRS Employer
 Jurisdiction of Incorporation)        Number)               Identification No.)


       800 Connecticut Avenue, Norwalk, Connecticut                    06854
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             (Address of principal office)                           (zip code)



                                       N/A
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          (Former name or former address, if changed since last report)








ITEM 5.           OTHER EVENTS.

                  On June 26, 2002, priceline.com Incorporated, a Delaware
corporation, updated its financial guidance for the 2nd quarter 2002, which ends
June 30, 2002. The information set forth above is qualified in its entirety by
reference to the press release attached hereto as Exhibit 99.1 and incorporated
herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

        (c) Exhibits.


                  99.1        Press Release issued by priceline.com
                              Incorporated on June 26, 2002 updating its
                              financial guidance for the 2nd quarter 2002.








                                   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 hereunto duly authorized.

                           PRICELINE.COM INCORPORATED

                           By:   /s/ Jeffery H. Boyd
                                 -------------------------------------
                                 Name:    Jeffery H. Boyd
                                 Title:   President and Chief
                                          Operating Office


Date:  June 26, 2002







                                  EXHIBIT INDEX


                  EXHIBIT NO.       DESCRIPTION
                  -----------       ------------

                  99.1        Press Release issued by priceline.com
                              Incorporated on June 26, 2002 updating its
                              financial guidance for the 2nd quarter 2002.

EX-99.1

                                                                    EXHIBIT 99.1



                 PRICELINE.COM UPDATES 2ND QUARTER 2002 GUIDANCE

     NORWALK, Conn., June 26, 2002 . . . Priceline.com (Nasdaq: PCLN) today
updated its financial guidance for the 2nd quarter 2002, which ends on June 30,
2002. Priceline.com said that it expects revenue to come in approximately 5
percent below the low end of previous guidance of $320 million. The revised
revenue target represents an approximately 16 percent sequential increase over
1st quarter 2002 revenues. The Company also said that it expects to report 2nd
quarter pro forma net income of approximately $6 million or approximately $0.03
per share, at the low end of the Company's previous guidance. Pro forma net
income is stated before stock-based compensation and option payroll taxes of
approximately $275,000. The Company also said it would announce 2nd quarter
results and provide future guidance on July 31, 2002.

"Priceline.com continues to experience strong growth in its hotel business,"
said priceline.com Chairman and Chief Executive Officer Richard S. Braddock.
"However, our earlier guidance was premised on steady monthly increases which we
have historically experienced in airline ticket revenue throughout the quarter.
Such increase did not occur in June, which is typically our strongest selling
month of the year. The June shortfall was primarily caused by pressure on the
airline ticket bind rate and softer than expected customer demand as difficult
industry conditions persist."

                                       ###

ABOUT PRICELINE.COM

Priceline.com is the Internet service that offers products for sale in four
categories: a travel service that offers airline tickets, hotel rooms, rental
cars, cruises and vacation packages; a personal finance service that offers home
mortgages, refinancing and home equity loans; an automotive service that offers
new cars, and a telecommunications service that offers long distance calling
services. Priceline.com licenses its business model to independent licensees,
including pricelinemortgage and certain international licensees.

                                       ###

For press information, contact:   Brian Ek 203-299-8167 (brian.ek@priceline.com)

INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed, implied or forecasted
in any such forward-looking statements. Expressions of future goals and similar
expressions including, without limitation, "may," "will," "should," "could,"




"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," "targets," or "continue" reflecting something other than historical
fact are intended to identify forward-looking statements. The following factors,
among others, could cause the Company's actual results to differ materially from
those described in the forward-looking statements: adverse changes in general
market conditions for leisure and other travel products as the result of, among
other things, terrorist attacks or hostilities; adverse changes in the Company's
relationships with airlines and other product and service providers, including,
without limitation, the withdrawal of providers from the priceline.com system;
the effects of increased competition; systems-related failures and/or security
breaches; the Company's ability to protect its intellectual property rights;
losses by the Company and its licensees; legal and regulatory risks and the
ability to attract and retain qualified personnel. For a detailed discussion of
these and other factors that could cause the Company's actual results to differ
materially from those described in the forward-looking statements, please refer
to the Company's most recent Form 10-K, Form 10-Q and Form 8-K filings with the
Securities and Exchange Commission. Unless required by law, the Company
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.