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) November 25, 2002


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




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



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



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









ITEM 5.    OTHER EVENTS.

         On November 25, 2002, priceline.com announced that Jeffery H. Boyd was
named as priceline.com's Chief Executive Officer. The information set forth in
this paragraph is qualified in its entirety by reference to the press release
which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

          EXHIBITS.

            99.1    Press release issued by priceline.com Incorporated on
                    November 25, 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
                                                 Executive Officer


Date:  November 25, 2002






                                  EXHIBIT INDEX


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

   99.1           Press release issued by priceline.com Incorporated on
                  November 25, 2002.

EX-99.1

                                                                    EXHIBIT 99.1

            JEFFERY H. BOYD NAMED PRESIDENT AND CEO OF PRICELINE.COM

      NORWALK, Conn., November 25, 2002... The Board of Directors of
priceline.com(R)(Nasdaq: PCLN) today announced the promotion of Jeffery H. Boyd,
46, to President and Chief Executive Officer of the Name Your Own Pricesm
Internet travel company. Mr. Boyd was priceline.com's President and had shared
the Company's CEO responsibilities with Chairman Richard S. Braddock. Mr.
Braddock, 60, will continue as priceline.com's non-executive Chairman. Mr.
Boyd's promotion is effective today.

"Rick and I have worked closely together over the last two years as
priceline.com has navigated significant industry challenges," said Mr. Boyd,
"and priceline.com will benefit from his counsel going forward."

"Jeff and his management team have proven themselves to be capable leaders as
priceline.com moves to expand its travel business and broaden its customer
appeal," said Mr. Braddock. " It is now appropriate to unify the CEO position at
priceline.com."

Mr. Boyd joined priceline.com in January 2000 and has served in several senior
management positions, including Executive Vice President and General Counsel,
and Chief Operating Officer. Before joining priceline.com, Mr. Boyd was
Executive Vice President and General Counsel for Oxford Health Plans.


ABOUT PRICELINE.COM

Priceline.com offers products for sale in four categories: a travel service that
offers leisure airline tickets, hotel rooms, rental cars, vacation packages and
cruises; a personal finance service that offers home mortgages, refinancing and
home equity loans through an independent licensee; an automotive service that
offers new and used cars; and a telecommunications service that offers long
distance calling services. Priceline.com also owns the Internet domain names and
trademarks of LowestFare.com, another Web-based travel site. Priceline.com
licenses its business model to independent licensees, including
pricelinemortgage and certain international licensees.

                                       ###


For press information: Brian Ek at priceline.com 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 suppliers 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.