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) January 24, 2003

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

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

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

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

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








ITEM 5.    OTHER EVENTS.

         On January 24, 2003, the Board of Directors of priceline.com
Incorporated, a Delaware corporation, announced the appointment of retired KPMG
partner Howard "Skip" Barker, Jr. to its Board of Directors. Mr. Barker replaces
William E. Ford, who is retiring from the priceline.com Board. Attached as
Exhibit 99.1 is a copy of the press release issued by priceline.com on January
24, 2003.


         c.  Exhibits

         99.1    Press Release issued by priceline.com on January 24, 2003


                                       2





                                   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 H. Boyd
                                   --------------------------------------
                                   Jeffery H. Boyd
                                   President and Chief Executive Officer



Dated:  January 24, 2003


                                       3




                                  EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION
- -----------    -----------

99.1           Press Release issued by priceline.com on January 24, 2003

EX-99.1

                                                                    EXHIBIT 99.1


              Priceline.com Announces Changes To Board Of Directors

     NORWALK, Conn., January 24, 2003 . . . Priceline.com (Nasdaq: PCLN) today
announced the appointment of retired KPMG partner Howard W. "Skip" Barker, Jr.
to priceline.com's Board of Directors. Mr. Barker replaces General Atlantic
Partners partner William E. Ford, who is retiring from the priceline.com Board
after five years of service.

"Bill Ford was instrumental in helping to guide priceline.com through its early
growth stages," said priceline.com Chairman Richard S. Braddock. "Since General
Atlantic Partners no longer has a position in priceline.com, Bill is stepping
down from the priceline.com Board to devote more time to his firm's current
investments. We thank Bill for his many contributions to our business."

The Board transition takes effect today. In addition to his general Board
duties, Mr. Barker will chair priceline.com's audit committee. Mr. Barker
retired from KPMG LLP after a 30-year auditing career, including assignments in
the firm's Miami, New York and Stamford offices.

"With an increasing focus on corporate compliance, Skip Barker is a valuable
resource with a broad, current knowledge and experience base to assist our
Company as we go forward," said Mr. Braddock. "We welcome his addition to both
the priceline.com Board and to our audit committee."

Mr. Barker became a KPMG partner in 1982 and has served as the firm's
partner-in-charge of several departments, including KPMG's Executive Education
Department, the Mergers and Acquisitions practice in Connecticut, and the
Information, Communications and Entertainment line of business for the Stamford
office. His audit engagement partner responsibilities have included The Gartner
Group, Playtex Products, Oxford Health Plans, EDGAR Online and Entex Information
Services. Mr. Barker is a member of the American Institute of Certified Public
Accountants, the New York State Society of Certified Public Accountants, the
Connecticut Society of Certified Public Accountants and the Florida Society of
Certified Public Accountants.

ABOUT PRICELINE.COM

Priceline.com offers products for sale in two categories: a travel service that
offers leisure airline tickets, hotel rooms, rental cars, vacation packages and
cruises; and a personal finance service that offers home mortgages, refinancing
and home equity loans through an independent licensee. Priceline.com also owns
the Internet domain names and trademarks of LowestFare.com, another Web-based
travel site. Priceline.com licenses its business model to independent licensees,
including pricelinemortgage and certain international licensees.

                                       ###




For press information: 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. These forward-looking
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed, implied or forecasted
in any such 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," "targets," 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: adverse changes in general market conditions for leisure and other
travel products as the result of, among other things, terrorist attacks or
hostilities; adverse changes in the Company's relationships with airlines and
other product and service providers including, without limitation, the
withdrawal of suppliers from the priceline.com system; the effects of increased
competition; systems-related failures and/or security breaches; the Company's
ability to protect its intellectual property rights; losses by the Company and
its licensees; final adjustments made in closing the quarter; 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, Form 10-K and
Form 8-K filings with the Securities and Exchange Commission. Unless required by
law, the Company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.