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^*

Finnegan Daniel J

(Last)

(First)

(Middle)

PRICELINE.COM INCORPORATED

800 CONNECTICUT AVENUE

(Street)

NORWALK

06854

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2005

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)
	SVP, Finance and Controller

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⁽¹⁾	3,000	D
Restricted Stock⁽²⁾	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 Option (right to buy)⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	40,000	$25.12	D
Stock Option (right to buy)⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	35,000	$18.58	D

Explanation of Responses:

1. On February 1, 2005, Mr. Finnegan was granted 3,000 shares of restricted common stock, par value $0.008 per share, of priceline.com Incorporated. 750 shares will vest on February 28, 2006 and yearly thereafter through 2009.

2. On October 19, 2005, Mr. Finnegan was granted 10,000 shares of restricted common stock, par value $0.008 per share, of priceline.com Incorporated. 4,000 shares will vest on October 19, 2006, 4,000 shares will vest on October 19, 2007, 1,000 shares will vest on October 19, 2008 and 1,000 shares will vest on October 19, 2009, subject to certain contingencies and provisions allowing for accelerated vesting in certain instances.

3. On April 21, 2004, Mr. Finnegan 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 vested on April 21, 2005 and the remaining shares vest pro rata monthly thereafter on the 21st of each month through April 21, 2007. The options expire on April 21, 2014.

4. On October 19, 2005, Mr. Finnegan was granted stock options to purchase 35,000 shares of priceline.com Incorporated common stock, par value $0.008 per share. The options vest as follows: 11,667 vest on October 19, 2006 and the remaining shares vest pro rata monthly thereafter on the 19th of each month through October 19, 2008. The options expire on October 19, 2015.

	/s/ Daniel Finnegan	10/21/2005
	** 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).
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