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) March 6, 2012

priceline.com Incorporated

(Exact name of registrant as specified in its charter)

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

800 Connecticut Avenue, Norwalk, Connecticut	6,854
(Address of principal office)	(zip code)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425

o Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4c  under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events

On March 6, 2012, priceline.com issued a press release announcing, among other things, that it intends to offer $875 million of Convertible Senior Notes in a private placement and the authorization to repurchase shares of its common stock.  A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01              Financial Statements and Exhibits

(d) Exhibits

99.1 Press release issued by priceline.com Incorporated on March 6, 2012, regarding the proposed $875 million private offering of Convertible Senior Notes and the authorization to repurchase shares of its common stock.

The information in Exhibit 99.1 shall not be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended.

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/ Daniel J. Finnegan
	Name: Daniel J. Finnegan
	Title: Chief Financial Officer

Date:  March 6, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by priceline.com Incorporated on March 6, 2012, regarding the proposed $875 million private offering of Convertible Senior Notes and the authorization to repurchase shares of its common stock.

EX-99.1

Priceline.com Announces Proposed $875 Million Private Offering of Convertible Senior Notes and Authorization to Repurchase Shares of Common Stock

NORWALK, Conn.-(PRNewswire)-March 6, 2012-Priceline.com Incorporated (Nasdaq: PCLN) announced today its intention to offer, subject to market and other conditions, up to $875 million principal amount of Convertible Senior Notes due 2018 through a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In certain circumstances, the notes may be converted into cash up to their principal amount, and into shares of priceline.com common stock and/or cash at the Company's election for the conversion value above the principal amount, if any.

The interest rate, conversion rate and other terms of the notes will be determined by negotiations between priceline.com and the initial purchasers of the notes. To the extent the initial purchasers sell more than $875 million principal amount of the notes, priceline.com expects to grant the initial purchasers an option to purchase up to $125 million principal amount of additional notes at any time prior to March 31, 2012, solely to cover over-allotments.

Priceline.com plans to use the net proceeds from the offering of the notes to repurchase up to $200 million of its outstanding common stock in privately negotiated, off-market transactions, which may be effected through one or more of the initial purchasers of the notes or their respective affiliates, concurrently with the offering.  The net proceeds will also be used for general corporate purposes, which may include repurchasing shares of priceline.com common stock in the open market or in privately negotiated transactions from time to time, repaying outstanding debt and corporate acquisitions.

In connection with the proposed note offering, priceline.com's Board of Directors authorized the repurchase of up to $200 million of priceline.com's common stock, to be repurchased concurrently with the offering.

This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering circular. The notes and any priceline.com common stock issuable upon the conversion of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.

CONTACT: priceline.com Incorporated

Brian Ek

brian.ek@priceline.com

SOURCE: priceline.com Incorporated