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) June 24, 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 5.  Other Events

On June 24, 2004, priceline.com issued a press release that announced the exercise of the option to purchase an additional $10 million of its 2.25 percent Convertible Senior Notes.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 7.Financial Statements and Exhibits

(c) Exhibits

99.1Press release issued by priceline.com Incorporated on June 24, 2004 regarding the exercise of the option to purchase an additional $10 million of its 2.25 percent Convertible Senior Notes.

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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 and Chief Executive Officer

Date:  June 25, 2004

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by priceline.com Incorporated on June 24, 2004 regarding the exercise of the option to purchase an additional $10 million of its 2.25 percent Convertible Senior Notes.

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EX-99.1

Exhibit 99.1

Priceline.com Announces Initial Purchasers’ Exercise of Option to Purchase Additional $10 Million
of 2.25 Percent

Convertible Senior Notes Due January 15, 2025

NORWALK, Conn., June 24, 2004 . . . Priceline.com (Nasdaq: PCLN) announced that, on June 24, 2004, the initial purchasers in its recent private offering of 2.25% Convertible Senior Notes due January 15, 2025 exercised in full their option to purchase an additional $10 million of notes.  Priceline.com announced on June 22, 2004 the pricing of $90 million principal amount of 2.25% Convertible Senior Notes due January 15, 2025 to be issued in a private placement and priceline.com’s intention to grant the initial purchasers of the notes an option to purchase an additional $10 million of notes.  The closing of the sale of the $100 million aggregate principal amount of notes is expected to take place on June 28, 2004.  Priceline.com intends to use the net proceeds of the private placement for general corporate purposes, strategic purposes and working capital requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities.  The notes and the shares of common stock of priceline.com issuable upon 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 in the U.S. absent registration or an applicable exemption from registration requirements.

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Press information:   Brian Ek  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; 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 bankruptcy or insolvency of another major domestic airline; 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.