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) May 5, 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 2.02.                                          Results of Operations and Financial Conditions

On May 5, 2011, priceline.com Incorporated (“priceline.com” or the “company”) announced its financial results for the 1st quarter ended March 31, 2011.  A copy of priceline.com’s consolidated balance sheet at March 31, 2011, consolidated statement of operations for the three months ended March 31, 2011 and consolidated statement of cash flows for the three months ended March 31, 2011, are included in the financial and statistical supplement attached to the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.  The consolidated balance sheet at March 31, 2011, consolidated statement of operations for the three months ended March 31, 2011 and consolidated statement of cash flows for the three months ended March 31, 2011 shall be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended.

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

On May 5, 2011, priceline.com Incorporated announced executive changes for The Priceline Group of Companies’ North American and International business units. Christopher L. Soder, who is priceline.com’s President, North American Travel, was also named Chief Executive Officer, priceline.com North America.  The Priceline Group also announced the planned transition of Kees Koolen from Chief Executive Officer to Chairman of Netherlands-based Booking.com.  The Company has initiated a search for Mr. Koolen’s successor and the transition will take place once the search is completed.

A copy of priceline.com’s press release announcing these executive changes is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 7.01.                                          Regulation FD Disclosure

On May 5, 2011, priceline.com announced its financial results for the 1st quarter ended March 31, 2011.  A copy of priceline.com’s press release announcing these financial results is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The company noted that average daily rates for hotel room night reservations had increased year-over-year during the 1st quarter 2011 approximately 4% internationally and by approximately 7% domestically.

With respect to 2nd quarter 2011 guidance, the company announced that it expected consolidated advertising expenses of approximately $233 to $243 million in the 2nd quarter 2011 and expected approximately $10 million of that amount to be spent “off-line.”  Priceline.com estimated that sales and marketing expenses in the 2nd quarter 2011 would be between $36 and $41 million.  Priceline.com stated that it estimated that personnel costs, excluding stock-based compensation expense, would be approximately $75 to $80 million in the 2nd quarter 2011.  With respect to 2nd quarter 2011, priceline.com stated it estimated that general and administrative expenses would be approximately $26 to $31 million, information technology expenses would be approximately $8 million, and depreciation and amortization expenses, excluding acquisition related amortization, would be approximately $5 million.  Priceline.com said it expected other/income and expense, excluding non-cash interest expense and gains or losses on early debt extinguishment, if any, related to cash settled convertible debt and expense associated with non-

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GAAP net income allocated to non-controlling interests, to be an expense of approximately $9 million in the 2nd quarter 2011.

The company explained that its guidance assumed that the company would experience non-GAAP EBITDA “deleverage” during the 2nd quarter 2011 caused by, among other things, expenses associated with the year over year variance in other income/expense.

The company noted that its forecast for the remainder of the 2nd quarter 2011 assumed, among other things, that the Euro/U.S. Dollar exchange rate would be 1.48 U.S. dollars per Euro and that the British Pound/U.S. Dollar exchange rate would be 1.65 U.S. Dollars per British Pound.  The company noted that these assumed exchange rates for the 2nd quarter 2011 would be stronger by approximately 16% for the Euro and 10% for the British Pound as compared to actual exchange rates in effect during the 2nd quarter 2010.

The company also explained that its forecast for the remainder of the 2nd quarter 2011 assumed that the year-over-year rate of increase in hotel average daily rates would be less than the year-over-year increases experienced in the 1st quarter 2011.  The company noted that its Non-GAAP financial guidance was based upon a Non-GAAP diluted share count of approximately 51.7 million shares (which includes a calculation of the assumed economic dilutive impact of the company’s outstanding convertible notes and share-based awards, net of the favorable economic impact of the hedges associated with the company’s outstanding convertible notes), which is based on the company’s May 4, 2011 closing stock price of $537.56 per share.

The company emphasized that it was highly likely that its year-over-year unit growth rates would sequentially decelerate in future quarters due to the “sheer size of the business” and progressively more difficult “comps” as economic conditions continue to gradually improve.  In particular, the company noted that its 2nd quarter 2011 guidance reflected deceleration in the unit growth rate for hotel room night reservations based upon actual results to date and assumed deceleration as the company proceeded through the rest of the 2nd quarter.

The company noted that its guidance assumes that macro-economic conditions in general and conditions in the consumer travel market in particular, remain relatively unchanged.

This Form 8-K contains 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, “goal,” “believe(s),” “intend,” “expect(s),” “will,” “may,” “should,” “could,” “plan(s),” “anticipate(s),” “estimate(s),” “predict(s),” “potential,” “target(s),” or “continue,” reflecting something other than historical fact are intended to identify forward-looking statements.  For a detailed discussion of the 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.

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Item 9.01.                                          Financial Statements and Exhibits

(d) Exhibits

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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.

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EXHIBIT INDEX

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