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) July 31, 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 Jurisdiction     (Commission File Number)     (IRS Employer
       of Incorporation)                                     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 July 31, 2002, priceline.com Incorporated announced that its board
of directors authorized the repurchase of up to $40 million of the company's
common stock from time to time in the open market or in privately negotiated
transactions. In addition, priceline.com announced that Cheung Kong (Holdings)
Limited and Hutchison Whampoa Limited, who together own approximately 31% of
priceline.com's outstanding common stock, had informed priceline.com that they
may purchase up to an additional $40 million of priceline.com common stock in
the open market or in privately negotiated transactions. Whether and when to
initiate and/or complete any purchase of common stock and the amount of common
stock purchased will be determined by each company in its complete discretion.
Any repurchase by the company may or may not occur simultaneously or be
coordinated with any purchases of common stock by Cheung Kong and Hutchison
Whampoa. As of June 30, 2002, there were approximately 230 million shares of
priceline.com common stock issued and outstanding.

         On July 31, 2002, priceline.com announced the promotion of several
executives and the corresponding re-alignment of priceline.com's operating and
management structure. The information set forth in this paragraph is qualified
in its entirety by reference to the press release which is attached hereto as
Exhibits 99.1 and incorporated herein by reference.

                  EXHIBITS.

                  99.1       Press release issued by priceline.com Incorporated
                             on July 31, 2002 relating to strategic re-alignment
                             of priceline.com senior management.












                                   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 Co-Chief
                                                   Executive Officer


Date:  July 31, 2002







                                  EXHIBIT INDEX


    EXHIBIT NO.       DESCRIPTION


  99.1    Press release issued by priceline.com Incorporated on July 31, 2002
          relating to strategic re-alignment of priceline.com senior management.

EX-99.1

                                                                    Exhibit 99.1

                  PRICELINE.COM ANNOUNCES EXECUTIVE PROMOTIONS

     NORWALK, Conn., July 31, 2002 . . . The Board of Directors of
priceline.com(R) (Nasdaq: PCLN) today announced the promotion of several
executives and corresponding re-alignment of priceline.com's operating and
management structure.

Jeffery H. Boyd, former priceline.com President and Chief Operating Officer, was
named President and Co-Chief Executive Officer. He shares CEO responsibilities
with Chairman Richard S. Braddock. Mr. Boyd joined priceline.com in 2000 and has
served as the Company's Chief Operating Officer since October 2000.

Mitch Truwit, former Executive Vice President, Operations, was named as
priceline.com's new Chief Operating Officer. In addition to naming Mr. Truwit,
priceline.com's Board restructured the scope of the position so the COO now will
oversee priceline.com's airline tickets, rental cars, mortgage and
telecommunications products and operations, as well as customer service, public
relations and priceline.com's international initiatives. Mr. Truwit joined
priceline.com in 1999 and also served as Senior Vice President, Corporate
Development.

Trey Urbahn, former President of priceline.com's airline tickets service, was
named Chairman of priceline.com's Travel Services Group, a newly created
position. He will focus on strategic initiatives for the Company's travel
business, supplier relations and revenue and customer management. Mr. Urbahn
joined priceline.com in 1998 and also served as Senior Vice President of Revenue
Management. Prior to joining priceline.com, Mr. Urbahn held marketing and
revenue management positions at Alamo, United Airlines, Northwest Airlines and
US Airways.

Christopher L. Soder, the current President, Lodging, Automotive and Business
Development, also was named today as a priceline.com Executive Vice President.
He leads priceline.com's hotel, vacation package and automotive services, as
well as priceline.com's corporate development program. Mr. Soder joined
priceline.com in 2000.

"Priceline.com has attracted and developed a strong senior management team,
which presents us with this unique opportunity to further strengthen our
management and operating structures from within," said Mr. Braddock. "This
re-alignment will enable us to more directly address ongoing challenges in the
travel environment and strategically grow our business. I look forward to
working closely with Jeff in our co-CEO roles to chart the future direction of
the Company. Mitch is an experienced manager who has the reporting structure in
place to precisely and effectively impact the business. The new Travel Chairman
position will allow Trey to focus on the strategic positioning of
priceline.com's travel business from customer, supplier and competitive
perspectives and help develop priceline.com's product expansion plans. Chris has
been instrumental in growing our hotel and vacation package businesses and we
expect him to play an even more important role in our future business
initiatives. By making these moves, the Board has insured that priceline.com has
the right management structure and talent in place to build on priceline.com's
position as one of e-commerce's premier companies."

ABOUT PRICELINE.COM

Priceline.com is the Name Your Own Pricesm Internet service that offers products
for sale in four categories: a travel service that offers leisure airline
tickets, hotel rooms, rental cars, cruises and vacation packages; a personal
finance service that offers home mortgages, refinancing and home equity loans
through an independent licensee; an automotive service that offers new cars; and
a telecommunications service that offers



long distance calling services. Priceline.com also licenses its business model
to independent licensees, including pricelinemortgage and certain international
licensees.

                                       ###


For press information: 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," "does not currently expect," "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; final adjustments made in closing the quarter; 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-Q, Form 10-K 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.