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): May 27, 2004

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		06854
(Address of principal office)		(zip code)
N/A
(Former name or former address, if changed since last report)

Item 9.        Regulation FD Disclosure.

On May 27, 2004, priceline.com will present the attached materials at the Goldman Sachs Annual Internet Conference in Las Vegas, Nevada.  The information set forth above is qualified in its entirety by reference to priceline.com’s presentation materials which are attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 9 (including Exhibit 99.1) shall not be treated as “filed” for purposes of the Securities and Exchange Act of 1934, as amended.

Exhibits.
99.1	Presentation materials to be presented at the Goldman Sachs Annual Internet Conference in Las Vegas, Nevada on May 27, 2004.

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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
Date:  May 27, 2004

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation materials to be presented at the Goldman Sachs Fifth Annual Internet Conference in Las Vegas, Nevada on May 27, 2004.

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EX-99.1

Exhibit 99.1

Searchable text section of graphics shown above

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Goldman Sachs 5^th Annual

Internet Conference

May 27, 2004

CONFIDENTIAL INFORMATION • Property of priceline.com incorporated. All Rights Reserved.

Priceline.com would like to remind you that this presentation contains forward looking statements, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  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 reflecting something other than historical fact are intended to identify forward looking statements.  For a list of factors that could cause Priceline.com’s actual results to differ materially from those described in the forward-looking statements, please refer to the risk factors in Priceline.com’s most recent filings with the Securities and Exchange Commission.  Unless required by law, Priceline.com undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

This presentation should be read in conjunction with priceline.com’s audited financial statements and the notes thereto filed with the Securities and Exchange Commission on Form 10-K and quarterly financial statements filed with the Securities and Exchange Commission on Form 10-Q.

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Priceline.com

•Leading online travel brand

•Growing business and earnings driven by:

•Growth of online travel market

•Product expansion/diversification

•Marketing

•Efficient cost structure

•Travelweb acquisition provides new product (disclosed merchant hotel) and distribution

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Historical Performance

Total Gross Bookings - Yr/Yr Growth

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Gross Profit Yr/Yr Growth and Margin

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Products

•Airline Tickets

•Hotel Rooms

•Rental Cars

•Packages

•Name-Your-Own-Price® discounted product with “opaque” trade-offs

•Fixed-price, fully disclosed product (merchant and agency)

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Priceline Airline Tickets

•Priceline now offers product choice

•Disclosed itineraries, carriers, etc.  No trade-offs

•Name-Your-Own-Price® product with deeper discounts and trade-offs

•Expanding into retail allows Priceline to address a larger market opportunity

•As Air is typically the first transaction made for a trip, Priceline now has a greater opportunity to participate in a consumer’s entire trip purchase

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•Air Retail Choice

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Product Metrics

Total Airline Tickets - Yr/Yr Growth

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Priceline Hotels - Name-Your-Own-Price®

•Significant discounts over Expedia, Hotels.com and Travelocity.  Our median customer savings are:

•46% vs. Expedia

•46% vs. Hotels.com

•46% vs. Travelocity.com

•Extensive, highest-quality inventory

•Over 10,500 hotels representing every major US hotel company

•True global presence (U.S., Europe, Asia, Canada, Mexico, Caribbean)

•Stringent/consistent star rating system

•Customer satisfaction

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Priceline Hotels - Retail

•Travelweb.com

•Founded by Marriott, Hilton, Starwood, IHG, Hyatt and Pegasus

•Over 11,000 participating properties in merchant program

•Distribution

•Owned URLs: priceline.com, lowestfare.com, travelweb.com

•Partners: Orbitz, WorldChoice, Rewards Nework (iDine), Pleasant Hawaiian, Continental Airlines

•Opportunity

•Retail choice to supplement Priceline’s opaque hotel offering

•Offer air, car and packages on Travelweb.com

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Product Metrics

Total Hotel Room-Nights - Yr/Yr Growth

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Priceline Rental Cars

•Name-Your-Own-Price®

•Top 5 Brands – Avis, Budget, Hertz, Alamo, National

•Customers typically save at least 25%

•Best price guarantee

•Retail

•Rentalcars.com and Breezenet.com retail rental car sites

•New retail product

•Retail choice for failed Name-Your-Own-Price® offers

•Add-ons for products sold on Priceline, Lowestfare, Travelweb, etc.

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Product Metrics

Total Rental Car Days - Yr/Yr Growth

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* Includes RentalCars.com, acquired in 3Q03 and Breezenet.com, acquired in 4Q03.

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Priceline Vacation Packages

•Over 115 destinations and 2,200 hotels and resorts

•Air + Hotel + Rental Car packages

•Product driven by hotel selection, quality and pricing

•NYOP and retail choice searches broadest available inventory to find best deal

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Marketing

•Brand strength and offline execution meet competitive challenges

•2004 Campaign

•Brand leverage

•Consistent messaging

•Savings and choice

•Creative

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[LOGO] February 11, 2004
(circ. 10,844,269)

Insider Cheers & Jeers

“CHEERS to Priceline.com for beaming up Star Trek veterans William Shatner and Leonard Nimoy in a new, out-of-this-world commercial.  We just hope the ad’s premise that Nimoy is replacing Shatner as the company’s spokesman isn’t true.  Keeping Captain Kirk and Mr. Spock together is only logical.”

• 40+ newspaper articles to date

New York Times, LA Times, Seattle Times, USA Today, AP, Reuters, Ad Age, Ad Week, Business 2.0, Newsday…

• Over 50 TV pickups

NBC, ABC, CBS, Fox, CNN, CNBC, VHI, MTV, WSJ Network…

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2004 Outlook

•Favorable market conditions for travel generally and online channel shift

•Momentum in new retail choice airline ticket product

•Strong results in hotel and rental car

•Increasing airline ticket demand and new retail choice product in packages brings accelerated growth

•New retail choices for hotel (via Travelweb acquisition) and rental car in development

•Extension of Shatner/Nimoy ad campaign for Air and Hotel

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