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 3, 2009

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:

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the 2009 Annual Meeting of Stockholders held on June 3, 2009, the stockholders of priceline.com Incorporated (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to enable the holders of at least twenty-five percent (25%) of the outstanding shares of the Company’s common stock to call a special meeting of stockholders.  The amendment to the Amended and Restated Certificate of Incorporation became effective upon filing with the Delaware Secretary of State on June 5, 2009.  Additionally, on June 3, 2009, the Company’s board of directors approved an amendment, effective June 5, 2009, to the Company’s Bylaws to set forth certain procedural requirements for stockholders to call a special meeting of stockholders.

Prior to June 5, 2009, the Company’s Amended and Restated Certificate of Incorporation prohibited stockholders from calling a special meeting of stockholders.

Item 9.01.            Financial Statements and Exhibits

(d) Exhibits

3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of priceline.com Incorporated.
3.2	Certificate of Amendment to the Bylaws of priceline.com Incorporated.

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:  June 5, 2009

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of priceline.com Incorporated.
3.2	Certificate of Amendment to the Bylaws of priceline.com Incorporated.

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

PRICELINE.COM INCORPORATED

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

Priceline.com Incorporated (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify:

FIRST: The seventh paragraph of Article Fifth of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended in its entirety to read as follows:

“(7) Unless otherwise required by law, special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called by either (i) the Chairman of the Board of Directors of the Corporation, if there be one, (ii) the Vice Chairman of the Board of Directors of the Corporation, if there be one, (iii) the Chief Executive Officer of the Corporation, (iv) the Board of Directors of the Corporation, or (v) the written request of the holders of not less than twenty-five percent (25%) of the outstanding shares of the Corporation’s common stock, filed with the Secretary of the Corporation and otherwise made in accordance with the By-Laws of the Corporation.”

SECOND: The amendment to the Amended and Restated Certificate of Incorporation effected hereby has been proposed by the Board of Directors of the Corporation and adopted by the requisite vote of the stockholders of the Corporation in the manner prescribed by Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed in its name on this 3rd day of June, 2009.

PRICELINE.COM INCORPORATED
By:	/s/ Brian J. MacDonald
Name:	Brian J. MacDonald
Title:	Assistant Corporate Secretary

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT OF THE

BYLAWS OF PRICELINE.COM INCORPORATED

The undersigned, being the duly elected, qualified, and acting Secretary of priceline.com Incorporated (the “Corporation”), hereby certifies that Section 3 of Article III of the Bylaws of the Company was amended by the Board of Directors, effective June 5, 2009, to read in its entirety as follows:

“SECTION 3.SPECIAL MEETINGS. Unless otherwise required by law, special meetings of stockholders, for any purpose or purposes, may be called as set forth in the certificate of incorporation of the Corporation, as amended or amended and restated from time to time (the “Certificate of Incorporation”).  At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

If stockholders holding sufficient shares in accordance with the Certificate of Incorporation call a special meeting of stockholders, the request shall:

(i) be in written form;

(ii) contain the name and record address of such stockholders;

(iii) include the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder;

(iv) provide a brief description of the business desired to be brought before the special meeting of stockholders;

(v) provide a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business;

(v) contain a representation that such stockholder intends to appear in person or by proxy at the special meeting to bring such business before the meeting; and

(vii) be delivered personally or sent by registered mail to the Secretary of the Corporation.

Upon receipt of such a request, the Board of Directors shall determine the date, time and place of such special meeting of stockholders, which must be scheduled to be held on a date that is within ninety (90) days of receipt by the Secretary of the request therefore, and the Secretary of the Corporation shall prepare a proper notice thereof.”

IN WITNESS WHEREOF, I have hereto set my hand on this 3rd day of June, 2009.

/s/ Peter J. Millones

Peter J. Millones

Executive Vice President, General Counsel and Corporate Secretary