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) December 7, 2000

                           priceline.com Incorporated
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             (Exact name of registrant as specified in its charter)


     Delaware                           0-25581                 06-1528493
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(State or other Jurisdiction    (Commission File Number)      (IRS Employer
of Incorporation)                                          Identification No.)

            800 Connecticut Avenue, Norwalk, Connecticut     06854
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           (Address of principal office)                 (zip code)

               Registrant's telephone number, including area code
                                 (203) 299-8000

                                       N/A
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          (Former name or former address, if changed since last report)






ITEM 5.    OTHER EVENTS.

      On December 7, 2000, priceline.com Incorporated, a Delaware corporation
(priceline.com), announced that it has re-focused resources on its core
businesses. As a result, priceline.com will indefinitely postpone the
implementation of previously planned business-to-business, term life insurance
and cellular telephone services. Priceline. com also announced that it has
eliminated approximately 48 positions, or approximately 11% of its workforce, in
connection with the postponements and ongoing efficiency measures. Also,
priceline.com and SOFTBANK E-COMMERCE Corp. announced that they have
discontinued discussions to introduce priceline.com's buyer-driven e-commerce
platform to Japan. Restructuring and other charges associated with these
decisions and previously announced measures will be recognized in the 4th
quarter. The information set forth above is qualified in its entirety by
reference to the press release issued by priceline.com on December 7, 2000, a
copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

c.    Exhibits

      99.1  Press Release issued by priceline.com on December 7, 2000





                                   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 Boyd
                                          ----------------------------------
                                          Name:  Jeffery Boyd
                                          Title: Chief Operating Officer

December 7, 2000



                                 EXHIBIT INDEX


Exhibit No.           Description

99.1                  Press Release issued by priceline.com on December 7, 2000.

EX-99.1

                                                                    EXHIBIT 99.1

              PRICELINE.COM ANNOUNCES NEXT STEPS IN STRATEGIC PLAN

      NORWALK, Conn., December 7, 2000 . . . Priceline.com (Nasdaq: PCLN)
said today that it has re-focused resources on its core businesses. As a
result, the Company will indefinitely postpone the implementation of
previously planned business-to-business, term life insurance and cellular
telephone services. Priceline.com will continue to offer Name Your Own
Price(SM) services for leisure airline tickets, hotel rooms, rental cars,
home finance, long distance and new cars. At the same time, priceline.com
said today that it has eliminated approximately 48 positions, or
approximately 11% of its workforce, in connection with the postponements and
ongoing efficiency measures.

Also, priceline.com and SOFTBANK E-COMMERCE Corp., a wholly owned subsidiary of
SOFTBANFCorp. (Tokyo Stock Exchange 9984) said today that they have discontinued
discussions to introduce priceline.com's buyer-driven e-commerce platform to
Japan. The two companies entered into a non-binding letter of intent in July and
a formation agreement in September to form a new company, but said today that
definitive agreements could not be reached and, consequently, the two companies
decided to discontinue talks.

Restructuring and other charges associated with these decisions and previously
announced measures will be recognized in the 4th quarter.

The steps taken today will relieve the Company of the significant financial and
operational burdens of launching these new businesses and are part of a broader
program to build priceline.com's momentum. This includes focusing principally on
strengthening priceline.com's travel business through new marketing programs,
improving business processes, enhancing its Web site and improving customer
service through a variety of initiatives.

"As we said in our 3rd quarter conference call, priceline.com remains committed
to building a profitable business with high customer satisfaction and long-term
growth potential," said priceline.com President and Chief Executive Officer
Daniel H. Schulman. "We also stated that we would review new businesses under
strict financial criteria. As a result of those reviews, we are re-focusing all
of our efforts on achieving profitability with our core businesses. With the
changes we are making at priceline.com and a major new TV advertising campaign
scheduled for the 1st quarter, we are excited about next year."

                                     (more)



                                       -2-


ABOUT PRICELINE.COM

Priceline.com is the Name Your Own Price(SM) Internet pricing system that
provides services across four broad product categories: a travel service that
offers leisure airline tickets, hotel rooms and rental cars; a personal
finance service that offers home mortgages, refinancing and home equity loans
through an independent licensee; an automotive service that offers new cars;
and a telecommunications service that offers long distance calling services.
Priceline.com licenses its business model to independent licensees, including
pricelinemortgage and certain international licensees. In these arrangements,
priceline.com generally receives royalties for licensing its intellectual
property. Priceline.com also holds securities carrying the right to purchase
a significant equity stake in the licensees under certain conditions. Unless
those rights are exercised, the results of licensee operations will not be
included in priceline.com's financial statements.

                                      # # #

For press information, contact:
Brian Ek at priceline.com 203-299-8167 (brian.ek@priceline.com)


INFORMATION ABOUT FORWARD LOOKING STATEMENTS
This press release may contain forward-looking statements. Expressions of
future goals and similar expressions including, without limitation, "may,"
"will," "should," "could," "expects," "does not currently expect," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," or
"continue," reflecting something other than historical fact are intended to
identify forward-looking statements. The following factors, among others,
could cause the Company's actual results to differ materially from those
described in the forward-looking statements: inability to successfully expand
the Company's business model both horizontally and geographically; adverse
changes in the Company's relationships with airlines and other product and
service providers; systems-related failures; the Company's ability to protect
its intellectual property rights; the effects of increased competition;
losses by the Company and its licensees; any adverse impact from negative
publicity and negative customer reaction relating to recent announcements
concerning the Company; legal and regulatory risks and the ability to attract
and retain qualified personnel. For a detailed discussion of these and other
factors that could cause the Company's actual results to differ materially
from those described in the forward-looking statements, please refer to the
Company's most recent Form 10-Q and Form 10-K filings with the Securities and
Exchange Commission.