SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Norden Stef

(Last)

(First)

(Middle)

PRICELINE.COM INCORPORATED

800 CONNECTICUT AVENUE

(Street)

NORWALK

06854

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2005

3. Issuer Name and Ticker or Trading Symbol
PRICELINE COM INC [ PCLN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, priceline.com Int'l Ltd

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units⁽³⁾	10,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽¹⁾	⁽¹⁾	Common Stock	25,806	$23.08	D
Stock Options (right to buy)	⁽²⁾	⁽²⁾	Common Stock	40,000	$24.51	D

Explanation of Responses:

1. On July 14, 2005, Mr. Norden was granted stock options to purchase 25,806 shares of priceline.com Incorporated common stock, par value $0.008 per share. The options vest as follows: 8,602 shares vest on July 14, 2006; and the remaining shares vest pro rata monthly thereafter on the 14th of each month through July 14, 2008. The options expire July 14, 2015.

2. On November 8, 2005, Mr. Norden was granted stock options to purchase 40,000 shares of priceline.com Incorporated common stock, par value $0.008 per share. The options vest as follows: 13,333 shares vest on November 8, 2006; and the remaining shares vest pro rata monthly thereafter on the 8th of each month through November 8, 2008. The options expire on November 8, 2015.

3. On November 8, 2005, Mr. Norden was granted 10,000 shares of priceline.com Incorporated restricted stock units. One-third of the restricted stock units vest on each of the three anniversaries of the date of grant and subject to certain contingencies and provisions allowing for accelerated vesting in certain instances.

	/s/ Stef Norden	11/08/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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