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 24, 2006

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)

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 (see General Instruction A.2. below):
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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.Regulation FD Disclosure

On May 24, 2006, at approximately 4:50 p.m. Eastern Time, Jeffery H. Boyd, priceline.com Incorporated’s President and Chief Executive Officer, will be presenting at the Goldman Sachs Seventh Annual Internet Conference being held at the Bellagio in Las Vegas, Nevada.  A live audiocast of the session will be available to the public in the "Presentations" section of the Investor Relations section of priceline.com’s Web site (www.priceline.com).  A copy of Mr. Boyd’s presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.Exhibits

(c) Exhibits

99.1Presentation at the Goldman Sachs Seventh Annual Internet Conference being held at the Bellagio in Las Vegas, Nevada.

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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:  May 24, 2006

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation at the Goldman Sachs Seventh Annual Internet Conference being held at the Bellagio in Las Vegas, Nevada.

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EX-99.1

Exhibit 99.1

Searchable text section of graphics shown above

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Goldman, Sachs & Co.

7^th Annual Internet Conference

May 24, 2006

CONFIDENTIAL INFORMATION • Property of priceline.com incorporated. All Rights Reserved. 5.23.06

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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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Mission

•To be the leading online travel business for value-conscious leisure travelers in North America

•To be the leading European online hotel reservation service for leisure and unmanaged business travel

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Q1 Highlights

•Gross Bookings of $747M; Grew 33% organically(1) year/year

•Highest organic growth rate in industry

•Acceleration from 21% in Q4

•Domestic Gross Bookings of $474M; Grew 10% organically(1) yr/yr

•Acceleration from 5% in Q4

•International Gross Bookings of $273M; Grew 102% organically(1) yr/yr

•Acceleration from 88% in Q4

(1)Organic gross travel bookings growth rates assume that acquired businesses were owned during all of 2005 and exclude the sale of Travelweb hotel rooms through Orbitz.

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Domestic Market Positioning

[CHART]

Source:  Priceline management

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Price Drives Purchasing Decisions

•What is the key consideration when choosing a travel web site?

		2006		2005
•	Price:	61	%	52	%
•	Best Package:	10	%	NA
•	Trust:	8	%	14	%
•	Ease of Use:	8	%	13	%
•	Convenience:	5	%	10	%
•	Selection:	5	%	NA
•	Information:	3	%	NA

Source: Goldman, Sachs Research

•What was the primary reason why you chose to purchase by a different method?

•	Lower Prices:	51	%
•	Convenience/Ease:	9	%
•	Better Selection:	9	%
•	Other Reasons:	20	%
•	Don’t Know/Refused:	11	%

Source: PhoCusWright

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More Ways to Save - Air

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More Ways to Save - Hotel

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More Ways to Save – Rental Car

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More Ways to Save – Packages

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Name Your Own Price^® Savings

•	Air	[GRAPHIC]
•	Hotel	[GRAPHIC]
•	Rental Car	[GRAPHIC]
•	Packages	[GRAPHIC]

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More Ways to Save - Advertising

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Domestic Gross Bookings Trends(1)

Organic Yr/Yr Growth in Domestic Gross Bookings

[CHART]

(1)Organic gross travel bookings growth rates assume that acquired businesses were owned during all periods and exclude the sale of Travelweb hotel rooms through Orbitz.

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European Market

				Priceline
		Internet		Gross Bookings
	Population(1)	Penetration(1)		(indexed to UK)
Greece/Turkey	86,945,986	16.5	%	5	%
Germany	82,515,988	59.0	%	45	%
France	61,004,840	43.0	%	36	%
United Kingdom	60,139,274	62.9	%	100	%
Italy/Malta	59,500,569	49.0	%	55	%
Spain	44,351,186	38.7	%	54	%
Scandinavia	19,763,100	70.1	%	3	%
Netherlands	16,386,216	65.9	%	35	%
Portugal	10,501,051	58.0	%	7	%
Belgium	10,481,831	48.7	%	15	%
Ireland	4,065,631	50.7	%	2	%
Luxembourg	459,393	58.9	%	1	%
Rest of Europe	351,173,955	22.8	%	25	%
Total Europe	807,289,020	36.1	%
United States	299,093,237	68.6	%

(1)Source:  InternetWorldStats.com

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Priceline Europe

[LOGO]	•	Acquired: September 2004
[LOGO]	•	Acquired: July 2005
[LOGO]	•	Merged into Priceline Europe: September 2005

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Supply Environment

Independents	Chains
75%(1)	25%(1)
[GRAPHIC]	[GRAPHIC]

(1)Source:  PhocusWright

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Multi-Lingual Demand (12 languages/40 countries)

Barcelona: English	Barcelona: French	Barcelona: Spanish
[GRAPHIC]	[GRAPHIC]	[GRAPHIC]
Barcelona: Dutch	Barcelona: Italian	Barcelona: German
[GRAPHIC]	[GRAPHIC]	[GRAPHIC]

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Model Differences

Priceline Europe

•Agency – Supplier Friendly

•10-15% margins

•Hotel pays after stay

•Hotel connects via extranet

•Customer pays at check-out

Competition

•Merchant

•15-40% margins

•Hotel gets paid after stay

•Hotel connects via extranet/GDS

•Customer pays upfront

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Opportunities – Continued roll out across Europe

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Integration of Priceline Europe – Supply

Active now has hotels that	Bookings now has hotels that
were originally on Bookings	were originally on Active
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Integration of Priceline Europe – Demand

Eastbound	Westbound
[GRAPHIC]	[GRAPHIC]

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International Gross Bookings Trends(1)

Organic Yr/Yr Growth in International Gross Bookings

[CHART]

(1)Organic gross travel bookings growth rates assume that acquired businesses were owned during all periods.

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