UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2003   Commission File No.: 0-25581

priceline.com Incorporated

(Exact name of Registrant as specified in its charter)

Delaware	06-1528493
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
800 Connecticut Avenue Norwalk, Connecticut	06854
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 299-8000

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, par value $0.008 per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   ý   No   o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes   ý   No   o

The aggregate market value of common stock held by non-affiliates of priceline.com as of June 30, 2003 was approximately $469 million based upon the closing price reported for such date on the Nasdaq National Market.  For purposes of this disclosure, shares of common stock held by persons who are known by priceline.com to own more than 5% of the outstanding shares of common stock on June 30, 2003 and shares held by executive officers and directors of priceline.com on June 30, 2003 have been excluded because such persons may be deemed to be affiliates of priceline.com.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of priceline.com’s common stock was 37,690,111 as of March 10, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This amendment to priceline.com Incorporated’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed by priceline.com on March 15, 2004, is being filed for the purpose of amending the information required by Part IV, Item 15 of Form 10-K.

Index

PART IV

Item 15.	Exhibits	3
Signatures		4

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Part IV

Item 15.  Exhibits

(c)           Exhibits

Exhibit Number	Description
10.82	Priceline Mortgage Company, L.L.C. Financial Statements for the Years ended December 31, 2003 and 2002 and Independent Auditors’ Report
23.1	Consent of Deloitte & Touche LLP
31.1	Certificate of Jeffery H. Boyd, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certificate of Robert J. Mylod, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Jeffery H. Boyd, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
32.2	Certification of Robert J. Mylod, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

PRICELINE.COM INCORPORATED
By:	/s/ Jeffery H. Boyd
	Name:	Jeffery H. Boyd
	Title:	Chief Executive Officer
	Date:	March 30, 2004

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffery H. Boyd, Robert J. Mylod Jr. and Peter J. Millones, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities and Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with this Amendment to Annual Report on Form 10-K/A and any and all amendments hereto, as fully and for all intents and purposes as he or she might do or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
	Chairman	March 30, 2004
Richard S. Braddock	and Director
/s/ Jeffery H. Boyd	President, Chief Executive Officer and	March 30, 2004
Jeffery H. Boyd	Director (Principal Executive Officer)
/s/ Thomas P. D’Angelo	Chief Accounting Officer and Controller	March 30, 2004
Thomas P. D’Angelo	(Principal Accounting Officer)

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Signature	Title	Date
/s/ Robert J. Mylod Jr.	Chief Financial Officer	March 30, 2004
Robert J. Mylod Jr.	(Principal Financial Officer)
/s/ Ralph M. Bahna	Director	March 30, 2004
Ralph M. Bahna
/s/ Howard W. Barker, Jr.	Director	March 30, 2004
Howard W. Barker, Jr.
/s/ Jeffrey E. Epstein	Director	March 30, 2004
Jeffrey E. Epstein
/s/ Patricia L. Francy	Director	March 30, 2004
Patricia L. Francy
/s/ James M. Guyette	Director	March 30, 2004
James M. Guyette
	Director	March 30, 2004
Edmond Tak Cheun Ip
/s/ Dominic Kai Ming Lai	Director	March 30, 2004
Dominic Kai Ming Lai
/s/ Marshall Loeb	Director	March 30, 2004
Marshall Loeb
/s/ Nancy B. Peretsman	Director	March 30, 2004
Nancy B. Peretsman
/s/ Ian F. Wade	Director	March 30, 2004
Ian F. Wade

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