SEC 1745
(02-02)

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	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
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	SCHEDULE 13G (Rule 13d-102)	Estimated average burden hours per response. . 11

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-
1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

priceline.com Incorporated (the “Company”)

(Name of Issuer)

Common Stock, par value $0.008 per share

(Title of Class of Securities)

741503 10 6

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 741503 10 6

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard S. Braddock

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 17,497,595

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 17,497,595

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,497,595

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 7.58%(1)

	12.	Type of Reporting Person (See Instructions) IN

(1) Based upon an aggregate of 224,711,220 shares of priceline.com Incorporated common stock outstanding as of December 31, 2002.

Item 1.
	(a)	Name of Issuer priceline.com Incorporated (the “Company”)
	(b)	Address of Issuer's Principal Executive Offices 800 Connecticut Avenue Norwalk, CT 06854

Item 2.
	(a)	Name of Person Filing Richard S. Braddock
	(b)	Address of Principal Business Office or, if none, Residence 800 Connecticut Avenue Norwalk, CT 06854
	(c)	Citizenship United States
	(d)	Title of Class of Securities Common Stock, par value $0.008 per share
	(e)	CUSIP Number 741503 10 6

Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not Applicable

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: 17,497,595
	(b)	Percent of class: 7.58%(1)
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 17,497,595
		(ii)	Shared power to vote or to direct the vote 0
		(iii)	Sole power to dispose or to direct the disposition of 17,497,595
		(iv)	Shared power to dispose or to direct the disposition of 0

Item 5.	Ownership of Five Percent or Less of a Class
Not Applicable

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable

Item 8.	Identification and Classification of Members of the Group
Not Applicable

Item 9.	Notice of Dissolution of Group
Not Applicable

Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 14, 2003
	Date
	/s/ Richard S. Braddock
	Signature
	Richard S. Braddock
	Name/Title