10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2003

Commission File No.: 0-25581

priceline.com Incorporated

(Exact name of Registrant as specified in its charter)

Delaware	06-1528493
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
800 Connecticut Avenue Norwalk, Connecticut	06854
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code: (203) 299-8000
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.008 per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý    No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes  ý    No  o

The aggregate market value of common stock held by non-affiliates of priceline.com as of June 30, 2004 was approximately $636 million based upon the closing price reported for such date on the Nasdaq National Market.  For purposes of this disclosure, shares of common stock held by persons who are known by priceline.com to own more than 5% of the outstanding shares of common stock on June 30, 2004 and shares held by executive officers and directors of priceline.com on June 30, 2004 have been excluded because such persons may be deemed to be affiliates of priceline.com.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of priceline.com’s common stock was 38,788,415 as of September 21, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This second amendment to priceline.com Incorporated’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed by priceline.com on March 15, 2004, is being filed for the purpose of amending the information required by Part IV, Item 15 of Form 10-K.

Index

PART IV

Item 15.	Exhibits
Signatures

2

Part IV

Item 15.  Exhibits

(c)Exhibits

Exhibit Number	Description
10.82	Priceline Mortgage Company, L.L.C. Financial Statements for the Years ended December 31, 2003 and 2002 and Independent Auditors’ Report
23.1	Consents of Deloitte & Touche LLP
31.1	Certificate of Jeffery H. Boyd, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certificate of Robert J. Mylod, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Jeffery H. Boyd, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
32.2	Certification of Robert J. Mylod, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).

3

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

PRICELINE.COM INCORPORATED
By:	/s/ Jeffery H. Boyd
	Name:	Jeffery H. Boyd
	Title:	Chief Executive Officer
	Date:	September 24, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
*	Chairman Director	September 24, 2004
Ralph M. Bahna
/s/ Jeffery H. Boyd	President, Chief Executive Officer and	September 24, 2004
Jeffery H. Boyd	Director (Principal Executive Officer)
/s/ Thomas P. D’Angelo	Chief Accounting Officer and Controller	September 24, 2004
Thomas P. D’Angelo	(Principal Accounting Officer)
/s/ Robert J. Mylod Jr.	Chief Financial Officer	September 24, 2004
Robert J. Mylod Jr.	(Principal Financial Officer)
*	Director	September 24, 2004
Howard W. Barker, Jr.

4

*	Director	September 24, 2004
Jeffrey E. Epstein
*	Director	September 24, 2004
Patricia L. Francy
*	Director	September 24, 2004
James M. Guyette
*	Director	September 24, 2004
Edmond Tak Cheun Ip
*	Director	September 24, 2004
Dominic Kai Ming Lai
*	Director	September 24, 2004
Marshall Loeb
*	Director	September 24, 2004
Nancy B. Peretsman
*	Director	September 24, 2004
Ian F. Wade
	Director	September 24, 2004
James M. Guyette

*	/s/  JEFFERY H. BOYD
	Name:  Jeffery H. Boyd
	Title:    Attorney-in-fact

5

EX-10.82

Exhibit 10.82

Priceline Mortgage
Company, L.L.C.

Financial Statements for the Years

Ended December 31, 2003 and 2002

and Independent Auditors’ Report

PRICELINE MORTGAGE COMPANY, L.L.C.

TABLE OF CONTENTS

FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002:

INDEPENDENT AUDITORS’ REPORT

To the Members
Priceline Mortgage Company, L.L.C.
Jacksonville, Florida

We have audited the accompanying balance sheets of Priceline Mortgage Company, L.L.C. (the ”Company”) (formerly National Mortgage Center, L.L.C.) as of December 31, 2003 and 2002 and the related statements of income, changes in members’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Priceline Mortgage Company, L.L.C. at December 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Jacksonville, Florida

February 25, 2004

(September 22, 2004 as to Note 4)

PRICELINE MORTGAGE COMPANY, L.L.C.

BALANCE SHEETS

DECEMBER 31, 2003 AND 2002

	2003		2002
ASSETS
ASSETS:
Cash and cash equivalents	$	4,038,766	$	7,092,422
Loans held for sale	13,500,167		2,323,586
Due from affiliates, net	—		1,537,495
Prepaid expenses and other assets	97,942		60,799
Premises and equipment, net	844,109		1,210,885
TOTAL ASSETS	$	18,480,984	$	12,225,187
LIABILITIES AND MEMBERS’ EQUITY
LIABILITIES:
Accounts payable and accrued expenses	$	1,407,293	$	3,492,631
Due to affiliates, net	78,722		—
Total liabilities	1,486,015		3,492,631
COMMITMENTS AND CONTINGENCIES (see Note 4)
MEMBERS’ EQUITY	16,994,969		8,732,556
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	18,480,984	$	12,225,187

See notes to financial statements.

2

PRICELINE MORTGAGE COMPANY, L.L.C.

STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2003 AND 2002

	2003			2002
INTEREST INCOME:
Interest income	$	796,054		$	482,635
Interest expense	(2,783		)	(4,044		)
Net interest income	793,271			478,591
NON-INTEREST INCOME:
Gain on sale of loans, net of commitment fees	13,523,357			9,882,002
Loan production revenue, net	10,301,923			9,475,171
Other	118,906			249,794
Total non-interest income	23,944,186			19,606,967
NON-INTEREST EXPENSES:
Salaries, commissions and other employee benefits	10,326,230			8,465,906
Occupancy and equipment	1,174,278			1,251,970
General and administrative	4,974,536			5,895,796
Total non-interest expenses	16,475,044			15,613,672
NET INCOME	$	8,262,413		$	4,471,886

See notes to financial statements.

3

PRICELINE MORTGAGE COMPANY, L.L.C.

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

YEARS ENDED DECEMBER 31, 2003 AND 2002

	Capital		Accumulated Earnings (Deficit)			Total Members’ Equity
BALANCE—December 31, 2001	$	7,934,472	$	(3,673,802	)	$	4,260,670
Net income			4,471,886			4,471,886
BALANCE—December 31, 2002	7,934,472		798,084			8,732,556
Net income			8,262,413			8,262,413
BALANCE—December 31, 2003	$	7,934,472	$	9,060,497		$	16,994,969

See notes to financial statements.

4

PRICELINE MORTGAGE COMPANY, L.L.C.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2003 AND 2002

	2003			2002
OPERATING ACTIVITIES:
Net income	$	8,262,413		$	4,471,886
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation expense	408,935			419,243
Loss on disposal of fixed assets	—			920
Change in operating assets and liabilities:
(Increase) decrease in loans held for sale	(11,176,581		)	93,921
Decrease (increase) in due to affiliates, net	1,616,217			(1,831,291		)
(Increase) decrease in prepaid expenses and other assets	(37,143		)	806,731
(Decrease) increase in accounts payable and accrued expenses	(2,085,338		)	2,477,684
Net cash (used in) provided by operating activities	(3,011,497		)	6,439,094
INVESTING ACTIVITIES:
Purchase of premises and equipment	(42,159		)	(839,373		)
Net cash used in investing activities	(42,159		)	(839,373		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(3,053,656		)	5,599,721
CASH AND CASH EQUIVALENTS:
Beginning of year	7,092,422			1,492,701
End of year	$	4,038,766		$	7,092,422

See notes to financial statements.

5

PRICELINE MORTGAGE COMPANY, L.L.C.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2003 AND 2002

1.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization—Priceline Mortgage Company, L.L.C., formerly known as National Mortgage Center, L.L.C., (the “Company”), engages in the origination of real estate mortgage loans using the internet. The Company is 51% owned by EverBank (formerly First Alliance Bank, FSB) and 49% owned by a wholly owned subsidiary of Priceline.com and is doing business as pricelinemortgage.com.

Basis of Presentation—The financial statements are presented in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates that affect the reported amounts and disclosures of contingencies in the financial statements. Estimates, by their nature, are based on judgment and available information. Therefore, actual results could differ from those estimates and could have a material impact on the financial statements, and it is possible that such change could occur in the near term.

Cash and Cash Equivalents—Cash represents amounts held on deposit with various banks.

Loans Held for Sale—Loans held for sale are residential mortgage loans originated by the Company which management intends to sell at some point in the future. Loans held for sale are reported at the lower of cost or estimated market value determined on an aggregate basis.

Commitments to Originate Mortgage Loans—The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on loans that are intended to be sold are considered to be derivatives and are therefore recorded at fair value with changes in fair value recorded in earnings. The fair value of rate lock commitments at December 31, 2003 and 2002 recorded in loans held for sale was $43,114 and $207,065, respectively. The change in fair value recorded in gain on sale for the years ended December 31, 2003 and 2002 was $(163,951) and $(178,138), respectively.  Rate lock commitments expose the Company to interest rate risk.

Premises and Equipment—Premises and equipment consist of leasehold improvements, furniture, and equipment. Premises and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from 3 to 10 years. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful life or the period the Company expects to occupy the related leased space.

Revenue Recognition—Loan production income represents income earned from the origination of mortgage loans. Gains and losses on the sale of loans are recorded upon the sale of these assets by the Company.

6

Interest income on mortgage loans is accrued as earned and is computed using the effective interest method. Loans are placed on non-accrual status when any portion of the principal or interest is 90 days past due.

Income Taxes—For federal and state income tax purposes the Company is considered a partnership with income taxable to the ultimate owners of the Company. Thus, the Company does not provide for federal and state income taxes.

Reclassification—Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

2.PREMISES AND EQUIPMENT

Premises and equipment at December 31 consist of the following:

	2003			2002
Leasehold improvements	$	233,874		$	233,874
Furniture	543,623			540,748
Equipment	1,285,252			1,245,968
	2,062,749			2,020,590
Less accumulated depreciation	(1,218,640		)	(809,705		)
	$	844,109		$	1,210,885

Depreciation expense for the years ended December 31, 2003 and 2002 was $408,935 and $419,243, respectively.

3.EMPLOYEE BENEFIT PLAN

The Company participates in a defined contribution plan sponsored by EverHome Mortgage Company (formerly Alliance Mortgage Company), an affiliated company, adopted under the Internal Revenue Code Section 401(k) (the “Profit Sharing and Savings Plan”), covering substantially all full-time employees meeting the eligibility requirements. Employees may contribute between 1% and 18% of their pre-tax compensation to the Profit Sharing and Savings Plan. Company contributions to the Profit Sharing and Savings Plan are at the discretion of the Company. The Company made discretionary contributions of $320,500 and $253,000 to the Plan for the years ended December 31, 2003 and 2002, respectively. The Company made employer matching contributions of approximately $198,000 and $115,000 in 2003 and 2002, respectively.

7

4.COMMITMENTS AND CONTINGENCIES

Operating Leases – The Company has entered into various operating leases for the office space in which it operates. Rent expense associated with these leases was approximately $284,000 and $347,000 for the years ended December 31, 2003 and 2002, respectively. The future minimum lease payments for the leases are as follows:

2004	$	465,589
2005	474,900
2006	484,398
2007	494,086
2008	506,874
Thereafter	1,286,634
	$	3,712,481

Legal Action - On August 24, 2004, the Company was served with a complaint for patent infringement captioned IMX, Inc. v., LendingTree, Inc., priceline.com Inc. and Priceline Mortgage Company LLC. The August 24, 2004 complaint added the Company as a new defendant to a previously filed complaint served upon priceline.com, Inc. dated November 24, 2003. The complaint alleges, among other things, that the Company has infringed, induced others to infringe and/or committed acts of contributory infringement of U.S. Patent number 5,995,947 entitled “Interactive Mortgage and Loan Information and Real-Time Trading Systems.”  The complaint seeks injunctive relief; unspecified money damages; an order directing defendants to pay IMX’s costs and attorneys’ fees; and an award of pre-and post-judgment interest.  The Company intends to defend vigorously against this action.  The Company is unable at this time to predict the outcome of this suit or reasonably estimate a range of possible loss, if any.

5.RELATED PARTY TRANSACTIONS

At December 31 due from (to) affiliates includes the following amounts:

	2003			2002
Due from EverHome Mortgage Company, net	$	40,658		$	815,408
Due from BNY Mortgage Company L.L.C.	69			54
Due (to) from EverBank	(119,449		)	722,033
	$	(78,722	)	$	1,537,495

Administrative expenses allocated to the Company from affiliates were $420,000 and $210,000 for the years ended December 31, 2003 and 2002, respectively. Advertising expenses paid to an affiliate were $533,935 and $1,752,637 for the years ended December 31, 2003 and 2002, respectively.

The Company participates in an overall insurance program administered by EverBank Financial, L.P. (formerly Alliance Capital Partners, L.P.), parent of EverBank. Insurance expense allocated to the Company totaled $76,176 and $43,813 for the years ended December 31, 2003 and 2002, respectively.

8

The Company generally sells all its originated mortgage loans to affiliates on a right of first refusal basis. In 2003 and 2002, the Company recognized gains of $13,591,438 and $10,060,156, respectively, on loans sold to affiliates.

6.FINANCIAL INSTRUMENTS

Derivative Instruments—In the ordinary course of business, the Company enters into commitments to originate loans. Inherent in these transactions is the interest rate risk associated with the movement of interest rates in the mortgage market. The Company mitigates this risk by obtaining commitments from investors for the purchase of loans generally at or prior to the loan origination date. At December 31, 2003 and 2002, the Company had commitments to originate loans of approximately $96 million and $669 million, respectively.

9

As a mortgage banking entity, the Company underwrites loans and the extension of credit to borrowers in accordance with the standards prescribed by loan investors. The Company does not invest in mortgage loans for its own account and, therefore, does not assume the long-term credit risk associated with mortgage lending. The Company’s credit risk is generally transferred to the investor upon the sale of the loans. The Company does not have credit risk concentration, as defined, with any one financial institution, government agency, government-sponsored enterprise, or individual investor.

Fair Value Financial Instruments—The following methods and assumptions were used by the Company to estimate the fair value of each class of financial instruments:

Loans Held for Sale—Fair value is estimated using the quoted market prices for similar loans, adjusted for differences in loan characteristics. The estimated fair value of these financial instruments at December 31, 2003 and 2002 was $13.6 million and $5.3 million, respectively.

******

10

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-83233, 333-55578 and 333-65034 of priceline.com Incorporated on Form S-8 and Registration Nos. 333-109929 and 333-115128 of priceline.com Incorporated on Form S-3 of our report dated March 10, 2004, appearing in the Annual Report on Form 10-K/A of priceline.com Incorporated for the year ended December 31, 2003.

/s/ Deloitte & Touche LLP

Stamford, Connecticut

September 22, 2004

1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in Registration Statement Nos. 333-83233, 333-55578 and 333-65034 of priceline.com Incorporated on Form S-8 and Registration Nos. 333-109929 and 333-115128 of priceline.com Incorporated on Form S-3 of our report on Priceline Mortgage Company, L.L.C. dated February 25, 2004 (September 22, 2004 as to Note 4), appearing in the Annual Report on Form 10-K/A of priceline.com Incorporated for the year ended December 31, 2003.

/s/ Deloitte & Touche LLP

Jacksonville, Florida

September 22, 2004

2

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jeffery H. Boyd, certify that:

1.I have reviewed the amendment to the Annual Report (the “Amended Annual Report”) on Form 10-K of priceline.com Incorporated (the “Registrant”);

2.Based on my knowledge, this Amended Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Amended Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Amended Annual Report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Amended Annual Report is being prepared;

b.evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.disclosed in this Amended Annual Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated:  September 24, 2004		/s/ Jeffery H. Boyd
	Name:	Jeffery H. Boyd
	Title:	President & Chief Executive Officer

1

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Robert J. Mylod, certify that:

1.            I have reviewed the amendment to the Annual Report (the “Amended Annual Report”) on Form 10-K of priceline.com Incorporated (the “Registrant”);

2.            Based on my knowledge, this Amended Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

3.            Based on my knowledge, the financial statements, and other financial information included in this Amended Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Amended Annual Report;

4.            The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Amended Annual Report is being prepared;

b.evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.disclosed in this Annual Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.            The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated:  September 24, 2004		/s/ Robert J. Mylod
	Name:	Robert J. Mylod
	Title:	Chief Financial Officer

1

EX-32.1

Exhibit 32.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of priceline.com Incorporated, a Delaware corporation (the “Company”), hereby certifies that:

The amendment to the Annual Report on Form 10-K for the 12 months ended December 31, 2003(the “Amended Annual Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Amended Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  September 24, 2004		/s/ Jeffery H. Boyd
	Name:	Jeffery H. Boyd
	Title:	President & Chief Executive Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

1

EX-32.2

Exhibit 32.2

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of priceline.com Incorporated, a Delaware corporation (the “Company”), hereby certifies that:

The amendment of the Annual Report on Form 10-K for the 12 months ended December 31, 2003(the “Amended Annual Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Amended Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  September 24, 2004		/s/ Robert J. Mylod
	Name:	Robert J. Mylod
	Title:	Chief Financial Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

1