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) March 4, 2011

priceline.com Incorporated

(Exact name of registrant as specified in its charter)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425

o         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o         Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.                                        Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2011, priceline.com Incorporated (the “Company”) granted performance-based equity awards to certain Company employees, including the Company’s “named executive officers.” The grants were made under the priceline.com Incorporated 1999 Omnibus Plan and will only be payable if the Company achieves a specified threshold level of cumulative consolidated non-GAAP EBITDA for the three-year period from January 1, 2011 through December 31, 2013 (the “Performance Period”). Above such specified target, the awards are subject to a multiplier of 1x to 2x, dependent upon the Company achieving specified target levels of cumulative consolidated non-GAAP EBITDA for the Performance Period. The awards will be subject to forfeiture if (1) the Company terminates the executive’s employment for cause prior to March 4, 2014, (2) the executive terminates his employment for any reason other than death, disability or other specified reasons prior to March 4, 2014, or (3) if a minimum threshold of consolidated non-GAAP EBITDA for the Performance Period is not achieved.

Also on March 4, 2011, the Company granted awards of restricted stock units (“RSUs”) to non-employee directors of the Company. These RSUs vest on March 5, 2012, at which time the Company will issue one share of common stock, par value $0.008 per share, of the Company to each director for each vested RSU. In addition, such RSUs will accelerate if there is a “change in control” of the Company prior to that date. The awards will be subject to forfeiture if the non-employee director’s service terminates prior to March 5, 2012, for reasons other than death or disability. Under these awards, 366 RSUs were issued to each non-employee director, other than the Chairman of the Board, on March 4, 2010, and 602 RSUs were issued to the Chairman of the Board.

This summary of the terms of the grants is qualified in its entirety by the forms of performance share unit agreement attached hereto as Exhibits 10.1, 10.2 and 10.3, each of which is hereby incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits

(d) Exhibits

* Indicates a management contract or compensatory plan or arrangement.

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.

3

EXHIBIT INDEX

* Indicates a management contract or compensatory plan or arrangement.

4