EXHIBIT 10.70

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

             AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                           PRICELINE.COM INCORPORATED

                                       AND

                                 JEFFERY H. BOYD

                                DECEMBER 10, 2001

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


      The Amended and Restated Employment Agreement, dated as of November 20,
2000 (the "EMPLOYMENT AGREEMENT"), by and between priceline.com Incorporated and
Jeffery H. Boyd, is hereby amended in the following manner:

      1. The first sentence of Section 2(a) of the Employment Agreement is
hereby amended and replaced in its entirety to read as follows:

            "Executive shall serve as President and Chief Operating Officer of
            the Company."

      2. Section 2(a) of the Employment Agreement is hereby amended by adding
the following two sentences at the end of Section 2(a):

            "Executive shall serve during the Employment Term as a member of the
            Board of Directors of the Company. Upon termination of Executive's
            employment with the Company, Executive shall resign from the Board
            of Directors."

      3. Section 4(c)(iv) of the Employment Agreement is hereby amended and
replaced to read in its entirety as follows:

            "(iv) TERMINATION. Upon Executive's Termination for Cause or
            Termination without Good Reason, the unvested portion of the Option
            shall be immediately forfeited and canceled. Upon termination of
            Executive's employment with the Company, the portion of the Option
            that is not, and does not become, vested in accordance with the
            terms hereof shall be immediately forfeited and canceled. The vested
            portion of the Option shall expire on the earlier of (i) the tenth
            (10th) anniversary of the Date of Grant, or (ii) (A) eighteen (18)
            months after any termination if the termination is as of the result
            of Executive's death, Termination for Disability, Termination
            without Cause, Termination for Good Reason or non-extension of the
            Employment Term in accordance with Section 1 hereof as a result of
            notice from the Company, and (B) ninety (90) days after such
            termination if such termination is a result of Executive's
            Termination for Cause or non-extension of the Employment Term in
            accordance with Section 1 hereof as a result of notice by
            Executive."

      4. The first sentence of Section 8(c) of the Employment Agreement is
hereby amended and replaced to read in its entirety as follows:

            "A Termination for Good Reason means a termination by Executive by
            written notice given within ninety (90) days after the occurrence of
            the Good Reason event, and other than in the case of (vii) below,
            unless such circumstances are fully corrected prior to the date of
            termination specified in the Notice of Termination for Good Reason
            (as defined in Section 8(d) hereof)."


      5. The second sentence of Section 8(c) of the Employment Agreement is
hereby amended to add at the end of the sentence:

            "or (vii) the resignation by Executive from the Company at any time
            after November 20, 2001."

      6. Section 9(d) of the Employment Agreement is hereby amended to read in
its entirety as follows:

            "(a) TERMINATION WITH CAUSE. If Executive's employment hereunder is
            terminated by the Company for Cause, the Executive shall be entitled
            to receive only his Base Salary through the date of termination, and
            any unreimbursed business expenses payable pursuant to Section 7.
            Executive's rights under all benefits plans and equity grants shall
            be determined in accordance with the Company's plans, programs and
            grants, except as provided in Section 4(c) and (d) hereof with
            respect to the Option and the Restricted Stock."

      IN WITNESS WHEREOF, the parties hereto have executed this amendment as of
December 10, 2001.

                                             PRICELINE.COM INCORPORATED


                                             /s/ Richard Braddock
                                             -----------------------------------
                                             By:    Richard Braddock
                                             Title: Chairman and Chief Executive
                                                    Officer


                                             /s/ Jeffery H. Boyd
                                             -----------------------------------
                                             Jeffery H. Boyd