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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-55578

REOFFER PROSPECTUS
5,350,000 SHARES OF COMMON STOCK

PRICELINE.COM INCORPORATED

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The shares of common stock, par value $0.008 per share, of priceline.com
Incorporated ("priceline.com") covered by this reoffer prospectus may be offered
and sold to the public by certain stockholders of priceline.com (collectively,
the "Selling Securityholders"). The shares have been granted to the Selling
Securityholders under priceline.com's 1999 Omnibus Plan, as amended and, in one
instance, that certain agreement, dated November 20, 2000, by and between
priceline.com Incorporated and Mr. Robert Mylod (together, the "Stock Plans").

Our common stock is quoted on the Nasdaq National Market under the symbol
"PCLN." On February 9, 2001, the closing price of a share of our common stock on
the Nasdaq National Market was $2.75 per share. The Selling Securityholders may
sell their shares directly or indirectly in one or more transactions on the
Nasdaq National Market or on any stock exchange on which the shares may be
listed at the time of sale, in privately negotiated transactions, or through a
combination of such methods. These sales may be at fixed prices (which may be
changed), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.

To the knowledge of priceline.com, other than the opportunity that will be
provided to each Selling Securityholder to enter into a sales plan with a broker
for the purpose of establishing a trading plan that complies with the
requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as
amended the Selling Securityholders have no arrangements with any brokerage
firms regarding the sale of their shares.

The Selling Securityholders may sell shares through one or more agents,
brokers or dealers or directly to purchasers. Such brokers or dealers may
receive compensation in the form of commissions, discounts or concessions from
the Selling Securityholders and/or purchases of the shares, or both (which
compensation as to a particular broker or dealer may be in excess of customary
commissions). In connection with such sales, the Selling Securityholders and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions they receive and the proceeds of any sale of shares may be
deemed to be underwriting discounts and commissions under the Securities Act.

Priceline.com will not receive any proceeds from the sale of the shares by
the Selling Securityholders.

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THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. PLEASE SEE "RISK FACTORS"
BEGINNING ON PAGE 5.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this reoffer prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

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The date of this reoffer prospectus is February 14, 2001

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TABLE OF CONTENTS

PAGE

Additional Information....................................................2
Incorporation of Certain Documents by Reference...........................3
The Company...............................................................4
Risk Factors..............................................................5
Use of Proceeds..........................................................19
Selling Securityholders..................................................20
Plan of Distribution.....................................................21
Legal Matters............................................................21
Experts..................................................................22

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You should rely only on the information contained in this reoffer
prospectus or any supplement. No one is authorized to provide you with
information different from that which is contained in or incorporated by
reference into this reoffer prospectus. Shares of common stock are being offered
and sold only in jurisdictions where offers and sales are permitted. The
information contained in this reoffer prospectus is accurate only as of the date
of this reoffer prospectus, regardless of the time of delivery of this reoffer
prospectus or of any sale of the common stock.

ADDITIONAL INFORMATION

Priceline.com has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-8 under the Securities Act with
respect to the shares of common stock offered hereby. This reoffer prospectus
does not contain all of the information set forth or incorporated by reference
in the registration statement and the exhibits thereto. For further information
with respect to priceline.com and the common stock offered hereby, reference is
made to the registration statement and the exhibits thereto. Statements
contained in this reoffer prospectus regarding the contents of any contract or
any other document to which reference is made are not necessarily complete, and,
in each instance where a copy of such contract or other document has been filed
as an exhibit to the registration statement, reference is made to the copy so
filed, each such statement being qualified in all respects by such reference.

Priceline.com is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Commission.
The registration statement, including exhibits, and the reports and other
information filed by priceline.com can be inspected without charge at the public
reference facilities maintained by the Commission at the Commission's principal
office at 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549, and at the
Regional Offices of the Commission located at Seven World Trade Center, l3th
Floor, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained
from such offices at fees prescribed by the Commission. The public may obtain
information on the operation of the Public Reference room by calling the
Commission at 1-800-SEC-0330. The Commission maintains a World Wide Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of this site is http://www.sec.gov. Priceline.com shares are quoted on the
Nasdaq National Market under the symbol "PCLN."

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by priceline.com with the
Commission, are incorporated by reference herein:

(a) Priceline.com's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed with the Commission on March 30, 2000;

(b) Priceline.com's Amendment to Annual Report on Form 10-K/A, dated
September 15, 2000;

(c) Priceline.com's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000, June 30, 2000 and September 30, 2000;

(d) Priceline.com's Current Reports on Form 8-K, dated June 30, 2000,
July 26, 2000, November 6, 2000, November 22, 2000, December 8,
2000, December 19, 2000, December 29, 2000 and February 8, 2001; and

(e) The description of priceline.com's common stock contained in
priceline.com's Registration Statement on Form 8-A filed on March
18, 1999 pursuant to Section 12(g) of the Exchange Act, including
any amendment or reports filed for the purpose of updating such
description.

All documents filed by priceline.com pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to and subsequent to the date hereof shall be
deemed to be incorporated by reference into this reoffer prospectus and to be a
part hereof from the date of filing of such documents with the Commission. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this reoffer prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Priceline.com will provide without charge to any person to whom this
reoffer prospectus is delivered, upon written or oral request of such person, a
copy of each document incorporated by reference in the registration statement
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into this reoffer prospectus). Requests should be
directed to Peter J. Millones, Esq. at priceline.com Incorporated, 800
Connecticut Avenue, Norwalk, Connecticut 06854. Priceline.com's telephone number
is (203) 299-8300 and its Web site is located at WWW.PRICELINE.COM. Information
on priceline.com's Web site is not incorporated by reference into this reoffer
prospectus.

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THE COMPANY

GENERAL

We have pioneered a unique e-commerce pricing system known as a "demand
collection system" that enables consumers to use the Internet to save money on a
wide range of products and services while enabling sellers to generate
incremental revenue. Using a simple and compelling consumer proposition - Name
Your Own PriceSM - we collect consumer demand, in the form of individual
customer offers guaranteed by a credit card, for a particular product or service
at a price set by the customer. We then communicate that demand directly to
participating sellers or access participating sellers' private databases to
determine whether we can fulfill the customer's offer. Consumers agree to hold
their offers open for a specified period of time and, once fulfilled, offers
cannot be canceled. We benefit consumers by enabling them to save money, while
at the same time benefiting sellers by providing them with an effective revenue
management tool capable of identifying and capturing incremental revenues. By
requiring consumers to be flexible with respect to brands, sellers and product
features, we enable sellers to generate incremental revenue without disrupting
their existing distribution channels or retail pricing structures.

Our business model and brand are currently, through us or independent
licensees, supporting several products and service offerings, including the
following:

o leisure airline tickets, provided by 10 domestic and 26 international
airline participants;

o hotel rooms, in substantially all major United States markets with more
than 25 national hotel chains as participants;

o rental cars, in substantially all major United States markets with five
leading rental car chains as participants;

o new automobiles, in substantially all major United States markets;

o home financing services, in substantially all major United States markets,
which includes home mortgage services, home equity loans and refinancing
services;

o long distance telephone calling, provided by three carriers, in
substantially all United States markets; and

o travel insurance, provided in connection with our airline product and
offered through an agreement with member companies of American
International Group, Inc.

Our principal executive offices are located at 800 Connecticut Avenue,
Norwalk, Connecticut 06854, and our telephone number is (203) 299-8000. Our Web
site is located at www.priceline.com

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RISK FACTORS

In addition to the other information in this reoffer prospectus,
prospective investors should carefully consider the following risk factors in
evaluating us, our business and an investment in the common stock. Unless
specified otherwise as used herein, the terms "we," "us" or "our" refer to
priceline.com Incorporated.

THIS REOFFER PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS RELATE TO FUTURE EVENTS OR FUTURE FINANCIAL PERFORMANCE. IN SOME
CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS "MAY,"
"WILL," "SHOULD," "COULD," "EXPECTS," "PLANS," "ANTICIPATES," "BELIEVES,"
"ESTIMATES," "PREDICTS," "POTENTIAL," OR "CONTINUE" OR THE NEGATIVE OF SUCH
TERMS AND OTHER COMPARABLE TERMINOLOGY. THESE STATEMENTS ARE ONLY PREDICTIONS.
IN EVALUATING THESE STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER VARIOUS
FACTORS, INCLUDING THE RISKS OUTLINED BELOW. THESE FACTORS MAY CAUSE OUR ACTUAL
RESULTS TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENT. SEE "SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS."

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT

Priceline.com was formed in July 1997 and began operations on April 6,
1998. As a result, we have only a limited operating history on which you can
base an evaluation of our business and prospects. Our prospects must be
considered in the light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of development,
particularly companies in new and rapidly evolving markets, such as online
commerce, using new and unproven business models. To address these risks and
uncertainties, we must, among other things:

o attract leading sellers and consumers to the priceline.com
service;

o maintain and enhance our brand, and expand our product and
service offerings;

o attract, integrate, retain and motivate qualified personnel;
and

o adapt to meet changes in our markets and competitive
developments.

We may not be successful in accomplishing these objectives.

WE ARE NOT PROFITABLE AND WILL CONTINUE TO INCUR LOSSES

As of September 30, 2000, we had an accumulated deficit of $1.4 billion.
We have not achieved profitability and will continue to incur losses.

A substantial portion of our revenues to date have been derived from
airline, hotel and rental car products. Over time, as our business model
evolves, we may introduce new products and services. With respect to both
current and future product and service offerings, we may have to increase our
operating expenses in order to increase our customer base, enhance our brand
image and support our growing infrastructure. For us to make a profit, our
revenues and gross profit margins will need to increase sufficiently to cover
these and other future costs. Otherwise, we may never achieve profitability.

POTENTIAL FLUCTUATIONS IN OUR FINANCIAL RESULTS MAKE FINANCIAL FORECASTING
DIFFICULT

We expect our revenues and operating results to vary significantly from
quarter to quarter. As a result, quarter to quarter comparisons of our revenues
and operating results may not be meaningful. In addition, due to our limited
operating history and a business model that is still relatively new and
unproven, it may be difficult to predict our future revenues or results of
operations accurately. It is likely that in one or more future quarters our

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operating results will fall below the expectations of securities analysts and
investors. If this happens, the trading price of our common stock would almost
certainly be materially and adversely affected.

Our business has almost no backlog and almost all of our revenues for a
particular quarter are derived from transactions that are both initiated and
completed during that quarter. Our current and future expense levels are based
largely on our investment plans and estimates of future revenues and are, to a
large extent, fixed. Accordingly, we may be unable to adjust spending in a
timely manner to compensate for any unexpected revenue shortfall, and any
significant shortfall in revenues relative to our planned expenditures could
have an immediate adverse effect on our business and results of operations.

Our limited operating history makes it difficult for us to assess the
impact of seasonal factors on our business. Nevertheless, we believe that our
business is subject to seasonal fluctuations, reflecting a combination of
seasonality trends for the products and services offered by us and seasonality
patterns affecting Internet use. For example, with regard to our travel
products, demand for leisure travel may increase over summer vacations and
holiday periods, while Internet usage may decline during the summer months. Our
results also may be affected by seasonal fluctuations in the inventory made
available to the priceline.com service by participating sellers. Airlines, for
example, typically enjoy high demand for tickets through traditional
distribution channels for travel during Thanksgiving and the year-end holiday
period. As a result, during those periods, less excess airline ticket inventory
would be available to priceline.com. Our business also may be subject to
cyclical variations for the products and services offered; for example, leisure
travel and home mortgage financing tend to decrease in economic downturns.

WE ARE DEPENDENT ON THE AIRLINE INDUSTRY AND CERTAIN AIRLINES

Our near term, and possibly long term, our prospects are significantly
dependent upon our sale of leisure airline tickets. Sales of leisure airline
tickets represented a substantial majority of total revenue for the year ended
December 31, 1999 and the nine months ended September 30, 2000. Leisure travel,
including the sale of leisure airline tickets, is dependent on personal
discretionary spending levels. As a result, sales of leisure airline tickets and
other leisure travel products tend to decline during general economic downturns
and recessions. In addition, unforeseen events, such as political instability,
regional hostilities, increases in fuel prices, imposition of taxes or
surcharges by regulatory authorities, travel-related accidents and unusual
weather patterns also may adversely affect the leisure travel industry. As a
result, our business also is likely to be affected by those events.
Significantly reducing our dependence on the airline and travel industries is
likely to take a long time and there can be no guarantee that we will succeed in
reducing that dependence.

Sales of airline tickets from priceline.com's six largest airline
suppliers accounted for approximately 93% and 84%, respectively, of airline
ticket revenue for the year ended December 31, 1999 and the nine months ended
September 30, 2000, respectively. As a result, currently we are substantially
dependent upon the continued participation of these airlines in the
priceline.com service in order to maintain and continue to grow our total
airline ticket revenues and, as a consequence, our overall revenues. Our ticket
sale revenues for the three months ended September 30, 2000, were 8% below our
ticket sale revenue for the three months ended June 30, 2000. In addition, our
October 2000 ticket sale revenues, which historically has been our strongest
sales month of the fourth quarter, were approximately 20% below our September
2000 ticket sale revenues, which based on our historical experience we had
expected to be our strongest sales month of the third quarter. As a result, we
expect that our revenues for the three months ended December 31, 2000, will be
significantly less than our revenues for the three months ended September 30,
2000.

We currently have 36 participating airlines. However, our airline
participation agreements:

o do not require the airlines to make tickets available for any
particular routes;

o do not require the airlines to provide any specific quantity
of airline tickets;

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o do not require the airlines to provide particular prices or
levels of discount;

o do not require the airlines to deal exclusively with us in the
public sale of discounted airline tickets; and

o generally, can be terminated upon relatively short notice.

These agreements also outline the terms and conditions under which ticket
inventory provided by the airlines may be sold.

Our agreement with Delta contains certain restrictions relating to the
terms of participation in our service by other carriers and the circumstances
under which we may transfer or license our intellectual property to other travel
providers. It is possible that, as the priceline.com service grows and becomes a
significant channel of distribution for airline tickets and as other carriers
seek participation in the priceline.com service, these competitively restrictive
provisions of the Delta agreement could raise issues under federal and state
antitrust laws. If that happened, either a federal or state government agency or
private party could initiate litigation seeking to enjoin us and Delta from
enforcing these provisions or seeking to collect treble damages. The outcome of
any such litigation would be uncertain. If, however, such a lawsuit resulted in
an injunction or subjected us to damages, our business and financial condition
could suffer.

Due to our dependence on the airline industry, we could be severely
affected by changes in that industry, and, in many cases, we will have no
control over such changes or their timing. For example, our revenues for the
three months ended September 30, 2000 were 3.1% below our revenues for the three
months ended June 30, 2000. We believe that the decline in revenues was
attributable, in part, and in addition to other factors, to specific events in
the airline industry, including a $20 fuel surcharge imposed in early September
by airlines due to increased fuel prices, a high level of flight cancellations
that negatively affected supply and the introduction by certain airlines of
their own special sale fares in September which contributed to lower average
offer prices for tickets. In addition, given the concentration of the airline
industry, particularly in the domestic market, major airlines that are not
participating in the priceline.com service could exert pressure on other
airlines not to supply us with tickets. Moreover, the airlines may attempt to
establish their own buyer-driven commerce service or participate or invest in
other similar services being established to compete with us. We also could be
materially adversely affected by the bankruptcy, insolvency or other material
adverse change in the business or financial condition of one or more of our
airline participants.

OUR BUSINESS MODEL IS RELATIVELY NOVEL AND UNPROVEN

The priceline.com service is based on a relatively novel and unproven
business model. We will be successful only if consumers and sellers continue to
actively use the priceline.com service. Prior to the launch of the priceline.com
service, consumers and sellers had never bought and sold products and services
through a demand collection system over the Internet. Therefore, it is
impossible to predict the degree to which consumers and sellers will continue to
use the priceline.com service over time.

Many of the factors influencing consumers' and sellers' willingness to use
the priceline.com service are outside our control. For example, a labor dispute
that disrupts airline service or an airline accident could make consumers
unwilling to use a service like priceline.com that does not permit the customer
to designate the airline on which the customer purchases a ticket. In addition,
a breach of security on the Internet, even if we were not involved, could make
consumers unwilling to place orders online with a credit card. Also, recent
adverse publicity surrounding our recent public announcements may affect
consumers' willingness to use our service. Consequently, it is possible that
consumers and sellers will never utilize the priceline.com service to the degree
necessary for us to achieve profitability.

WE MAY NOT BE ABLE TO INTRODUCE NEW PRODUCTS AND SERVICES

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We are unlikely to make significant profits unless we make new or
complementary products and services and a broader range of existing products and
services available through the priceline.com service or through services
provided by our licensees. Should we decide to introduce additional products, we
may incur substantial expenses and use significant resources. However, we may
not be able to attract sellers, other participants and licensees to provide such
products and services or consumers to purchase such products and services
through the priceline.com service. In addition, if we or our licensees launch
new products or services that are not favorably received by consumers, our
reputation and the value of the priceline.com brand could be damaged.

The great majority of our experience to date is in the travel industry.
The travel industry is characterized by "expiring" inventories. For example, if
not used by a specific date, an airline ticket, hotel room reservation or rental
car reservation has no value. The expiring nature of the inventory creates
incentives for airlines, hotels and rental car companies to sell seats, hotel
room reservations or rental car reservations at reduced rates. Because we have
only limited experience in selling "non-expiring" inventories on the
priceline.com service, such as new cars or financial services, we cannot predict
whether the priceline.com business model can be successfully applied to such
products and services.

IF WE LOSE OUR KEY PERSONNEL OR CANNOT RECRUIT ADDITIONAL PERSONNEL, OUR
BUSINESS MAY SUFFER

Competition for personnel with experience in Internet commerce is intense.
We depend on the continued services and performance of our executive officers
and other key personnel. We do not have "key person" life insurance policies. If
we do not succeed in attracting new employees or retaining and motivating
current and future employees or executive officers, our business could suffer
significantly. Our ability to retain key employees could be materially adversely
affected by recent developments concerning the Company and the decline in the
market price of our common stock.

WE RELY ON THIRD-PARTY SYSTEMS

We rely on certain third-party computer systems and third-party service
providers, including the computerized central reservation systems of the airline
and hotel industries to satisfy demand for airline tickets and hotel room
reservations. Any interruption in these third-party services systems or
deterioration in their performance could be disruptive to our business. Our
agreements with third-party service providers are terminable upon short notice.
In the event our arrangement with any of such third parties is terminated, we
may not be able to find an alternative source of systems support on a timely
basis or on commercially reasonable terms and, as a result, our business and
results of operations could be materially and adversely affected.

INTENSE COMPETITION COULD REDUCE OUR MARKET SHARE AND HARM OUR FINANCIAL
PERFORMANCE

We compete with both online and traditional sellers of the products and
services offered on priceline.com. Current and new competitors can launch new
sites at a relatively low cost. In addition, the traditional retail industry for
the products and services we offer is intensely competitive.

We currently or potentially compete with a variety of companies with
respect to each product or service we offer. With respect to travel products,
these competitors include:

o Internet travel agents such as Microsoft's Expedia;

o traditional travel agencies;

o consolidators and wholesalers of airline tickets and other
travel products, including online consolidators such as
Cheaptickets.com;

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o individual or groups of airlines, hotels, rental car
companies, cruise operators and other travel service
providers; and

o operators of travel industry reservation databases such as
Worldspan and Sabre.

Our current or potential competitors with respect to the arrangement and
sale of new automobiles in the online marketplace, include, among others,
Auto-by-Tel, Carsdirect.com, Autoweb.com, Greenlight.com and CarPoint.com. To
some extent, we compete for new car shoppers' attention with retail new car
dealers, many of which offer online shopping capabilities.

With respect to financial service products, our competitors include:

o banks and other financial institutions;

o online and traditional mortgage and insurance brokers,
including Quicken Mortgage, E-Loan and iOwn, Inc.; and

o insurance companies.

Our current or potential competitors with respect to rental cars include,
among others, rental car companies and traditional and online travel agencies
and travel service providers.

With respect to long distance services, our current or potential
competitors include long distance providers, local exchange providers that may
be entering the long distance market and Internet Protocol telephone services.

We potentially face competition from a number of large Internet companies
and services that have expertise in developing online commerce and in
facilitating Internet traffic, including Amazon.com, America Online, Microsoft
and Yahoo!, who could choose to compete with us either directly or indirectly
through affiliations with other e-commerce or off-line companies. Other large
companies with strong brand recognition, technical expertise and experience in
Internet commerce could also seek to compete with us. A number of airlines
intend to invest in and offer discount airfares and travel services through a
site or sites to be established, including Orbitz, and a number of airlines have
agreed to participate in and receive an equity stake from Hotwire, a website
which offers discounted fares on opaque inventory. Similar steps may be under
consideration by certain hotel companies and travel service providers.
Competition from these and other sources could have a material adverse effect on
our business, results of operations and financial condition.

Many of our current and potential competitors, including Internet
directories and search engines and large traditional retailers, have longer
operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing, technical and other resources than
we have. Some of these competitors may be able to secure products and services
on more favorable terms than we can. In addition, many of these competitors may
be able to devote significantly greater resources to: (1) marketing and
promotional campaigns, (2) attracting traffic to their Web sites, (3) attracting
and retaining key employees, (4) securing vendors and inventory and (5) Web site
and systems development.

Increased competition could result in reduced operating margins and loss
of market share and could damage our brand. There can be no assurance that we
will be able to compete successfully against current and future competitors or
that competition will not have a material adverse effect on our business,
results of operations and financial condition.

OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY

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We regard our intellectual property as critical to our success, and we
rely on trademark, copyright and patent law, trade secret protection and
confidentiality and/or license agreements with our employees, customers,
partners and others to protect our proprietary rights. If we are not successful
in protecting our intellectual property, there could be a material adverse
effect on our business.

While we believe that our issued patents and pending patent applications
help to protect our business, there can be no assurance that:

o any patent can be successfully defended against challenges by
third parties;

o pending patent applications will result in the issuance of
patents;

o competitors or potential competitors of priceline.com will not
devise new methods of competing with us that are not covered
by our patents or patent applications;

o because of variations in the application of our business model
to each of our products and services, our patents will be
effective in preventing one or more third parties from
utilizing a copycat business model to offer the same product
or service in one or more categories;

o new prior art will not be discovered which may diminish the
value of or invalidate an issued patent; or

o a third party will not have or obtain one or more patents that
prevent us from practicing features of our business or will
require us to pay for a license to use those features.

There has been recent discussion in the press regarding the examination
and issuance of so called "business-method" patents. As a result, the United
States Patent and Trademark Office has indicated that it intends to intensify
the review process applicable to such patent applications. The new procedures
are not expected to have a direct effect on patents already granted. We cannot
anticipate what effect, if any, the new process will have on our pending patent
applications.

We pursue the registration of our trademarks and service marks in the U.S.
and internationally. However, effective trademark, service mark, copyright and
trade secret protection may not be available in every country in which our
services are made available online. We have licensed in the past, and expect to
license in the future, certain of our proprietary rights, such as trademarks or
copyrighted material, to third parties. These licensees may take actions that
might diminish the value of our proprietary rights or harm our reputation.

PENDING LITIGATION

On January 6, 1999, we received notice that a third party patent applicant
and patent attorney, Thomas G. Woolston, purportedly had filed in December 1998
with the United States Patent and Trademark Office a request to declare an
interference between a patent application filed by Woolston and our U.S. Patent
5,794,207. We are currently awaiting information from the Patent Office
regarding whether it will initiate an interference proceeding.

On January 19, 1999, Marketel International Inc. (Marketel), a California
corporation, filed a lawsuit against priceline.com, among others. On February
22, 1999, Marketel filed an amended and supplemental complaint. On March 15,
1999, Marketel filed a second amended complaint. On May 9, 2000, Marketel filed
a third amended complaint against priceline.com and Priceline Travel, Inc. The
third amended complaint alleges causes of action for misappropriation of trade
secrets, conversion, false advertising and for correction of inventorship of
U.S. Patent 5,794,207. In its third amended complaint, Marketel alleges, among
other things, that the defendants conspired to misappropriate Marketel's
business model, which allegedly was provided in confidence approximately ten
years ago. The third amended complaint also alleges that four former Marketel
employees are the actual sole inventors or co-

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inventors of U.S. Patent 5,794,207, which was issued on August 11, 1998 and has
been assigned to us. Marketel asks that the patent's inventorship be corrected
accordingly.

On February 5, February 10 and March 31, 1999, we filed answers
respectively, to the complaint, amended complaint and second amended complaint,
in which we denied the material allegations of liability. On May 19, 2000, we
filed a motion to dismiss the third amended complaint for failure to state a
complaint upon which relief can be granted. We strongly disputed the material
legal and factual allegations contained in Marketel's third amended complaint
and believe that the amended complaint is without merit. In addition, on July
13, 2000, we filed a motion for summary judgment alleging that Marketel has not
identified legally protectable trade secrets and is not entitled to correction
of inventorship of U.S. Patent 5,794,207. On February 1, 2001, the United States
District Court for the District of California entered final judgment in favor of
priceline, dismissing all of Marketel's claims with prejudice.

Judge Legge granted priceline's motion for summary judgment with respect
to Marketel's theft of trade secret and patent inventorship claims, and he ruled
that there were triable issues of fact as to Marketel's false advertising
claims, although he volunteered that it was unlikely that Marketel could
establish damages and suggested that these claims should be voluntarily
dismissed. The false advertising claims were subsequently dismissed by
stipulation. Marketel has until March 5, 2001 to file its Notice of Appeal. We
intend to continue defending vigorously against the action if necessary.
Pursuant to the indemnification obligations contained in the Purchase and
Intercompany Services Agreement with Walker Digital, Walker Digital has agreed
to indemnify, defend and hold us harmless for damages, liabilities and legal
expenses incurred in connection with the Marketel litigation. However, Walker
Digital currently is experiencing financial difficulties and is not honoring its
indemnification obligation. We are paying for the defense of this action and
have paid approximately $2 million of costs, in arrears, subject to a
reservation of all rights to recover these amounts from Walker Digital.

Subsequent to our announcement on September 27, 2000 that revenues for the
third quarter 2000 would not meet expectations, we were served with the
following purported class action complaints:

o Mathis Weingarten, et al v priceline.com Incorporated and Jay S.
Walker, 300 CV 1901 (District of Connecticut).

o Randall Twardy, et al v priceline.com Incorporated,
Jay Walker, R. Braddock, and D. Schulman
300 CV 1884 (District of Connecticut).

o Natalie Berdakina, et al v priceline.com Incorporated,
Jay Walker, R. Braddock, and D. Schulman
300 CV 1902 (District of Connecticut).

o Samuel Mayer et al v priceline.com Incorporated,
Jay Walker, R. Braddock, and D. Schulman
300 CV 1923 (District of Connecticut).

o Anthony Mazzo, et al v priceline.com Incorporated,
Jay Walker, R. Braddock, and D. Schulman
300 CV 1924 (District of Connecticut).

o Mark Fialkov, et al v priceline.com Incorporated,
Jay Walker, R. Braddock, and D. Schulman
300 CV 1954 (District of Connecticut).

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o Jeremy Licht, et al v priceline.com Incorporated and
Jay Walker 300 CV 2049 (District of Connecticut).

o Jim M. Ayach & Sarah Sontag, et al v priceline.com Incorporated,
Jay Walker, R. Braddock, and D. Schulman
300 CV 2062 (District of Connecticut).

o Michael Cerelli, et al v priceline.com Incorporated,
Jay Walker, R. Braddock, and D. Schulman
300 CV 1918 (District of Connecticut).

o Howard Gunty Profit Sharing Plan, et al v. priceline.com
Incorporated, R. Braddock, D. Schulman, and Jay S. Walker
300 CV 1917 (District of Connecticut).

o Thomas Atkin, et al v. priceline.com Incorporated,
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 1994 (District of Connecticut).

o Hyacinth S. Anish, et al v. priceline.com Incorporated,
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 1048 (District of Connecticut).

o Jerry Krim, et al v. priceline.com Incorporated,
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 2083 (District of Connecticut).

o Scott Lyon, et al v. priceline.com Incorporated,
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 2066 (District of Connecticut).

o Johnny Kwan, et al v. priceline.com Incorporated
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 2069 (District of Connecticut).

o Muhammed Zia, v. priceline.com Incorporated,
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 1994 (District of Connecticut).

o Monica R. Mazzo v. priceline.com Incorporated,
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 1968 (District of Connecticut).

o Rajiv Bazag v. priceline.com Incorporated,
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 2122 (District of Connecticut).

o Sherman Breier v. priceline.com Incorporated
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 2146 (District of Connecticut).

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o Dr. Ramin Farzam, Jay Jaskolski, Todd Haskell, Peter
Makhlouf and Bryan Koster, v. priceline.com Incorporated,
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 2176 (District of Connecticut).

o Jack A. Caswell v. priceline.com Incorporated,
R. Braddock, D. Schulman, and Jay S. Walker
300 CV 2169 (District of Connecticut).

All of these cases have been consolidated before Judge Dominick J.
Squatrito, and two groups have filed motions requesting to be appointed as lead
plaintiff and lead counsel. By agreement of counsel, once the lead plaintiff and
lead counsel have been appointed, such lead plaintiff and counsel shall have
forty-five days to file an amended and consolidated complaint, and we will
thereafter have forty-five days to respond to the amended and consolidated
complaint. We intend to defend vigorously against these actions.

In addition, we have been served with a complaint that purports to be a
shareholder derivative action against our Board of Directors and certain of our
current executive officers, as well as us (as a nominal defendant). The
complaint alleges breach of fiduciary duty. The action is captioned Mark
Zimmerman, et al v priceline.com Incorporated, Jay Walker, R. Braddock, D.
Schulman, P. Allaire, R. Bahna, P. Blackney, W. Ford, M. Loeb, N. Nicholas, N.
Peretsman, 18473-NC, (Court of Chancery of Delaware, County of New Castle, State
of Delaware). On February 6, 2001, all defendants moved to dismiss the complaint
for failure to state a cause of action upon which relief can be granted. We
intend to defend vigorously against this action.

We are cooperating with the Connecticut Attorney General's office
concerning complaints by customers received by the Attorney General's office and
intend to continue our cooperation.

From time to time, we has been and expect to continue to be subject to
legal proceedings and claims in the ordinary course of business, including
claims of alleged infringement of third party intellectual property rights by
it. Such claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources and could adversely affect our
stock price.

THE SUCCESS OF OUR BUSINESS WILL DEPEND ON CONTINUED GROWTH OF INTERNET COMMERCE

The market for the purchase of products and services over the Internet is
a new and emerging market. As an Internet commerce business, our future revenues
and profits are substantially dependent upon the widespread acceptance and use
of the Internet and other online services as a medium for commerce by consumers
and sellers. If widespread acceptance and growth of Internet use does not occur,
our business and financial performance will suffer. Rapid growth in the use of
and interest in the Internet and other online services is a recent phenomenon.
This growth may not continue. A sufficiently broad base of consumers may not
adopt, or continue to use, the Internet as a medium of commerce. Demand for and
market acceptance of recently introduced products and services over the Internet
are subject to a high level of uncertainty, and there are few proven products
and services. For us to grow, consumers who historically have purchased through
traditional means of commerce, such as a travel agent for airline tickets or a
branch of a bank for home financings, will need to elect to purchase online
products and services. Sellers of products and services will need to adopt or
expand use of the Internet as a channel of distribution.

The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. Our success
will depend upon the development and maintenance of the Internet's
infrastructure to cope with this increased traffic. This will require a reliable
network backbone with the necessary

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speed, data capacity and security, and the timely development of complementary
products, such as high-speed modems, for providing reliable Internet access and
services.

The Internet has experienced a variety of outages and other delays as a
result of damage to portions of its infrastructure and could face such outages
and delays in the future. Outages and delays are likely to affect the level of
Internet usage generally, as well as the processing of transactions on the
priceline.com Web site. It is unlikely that the level of orders lost in those
circumstances could be made up by increased phone orders. In addition, the
Internet could lose its viability due to delays in the development or adoption
of new standards to handle increased levels of activity or due to increased
government regulation. The adoption of new standards or government regulation
may, however, require us to incur substantial compliance costs.

CAPACITY CONSTRAINTS AND SYSTEM FAILURES COULD HARM OUR BUSINESS

If our systems cannot be expanded to cope with increased demand or fail to
perform, we could experience:

o unanticipated disruptions in service;

o slower response times;

o decreased customer service and customer satisfaction; or

o delays in the introduction of new products and services;

any of which could impair our reputation, damage the priceline.com brand and
materially and adversely affect our revenues. Publicity about a service
disruption also could cause a material decline in our stock price.

We use internally developed systems to operate the priceline.com service,
including transaction processing and order management systems that were designed
to be scaleable. However, if the number of users of the priceline.com service
increases substantially, we will need to significantly expand and upgrade our
technology, transaction processing systems and network infrastructure. We do not
know whether we will be able to accurately project the rate or timing of any
such increases, or expand and upgrade our systems and infrastructure to
accommodate such increases in a timely manner.

Our ability to facilitate transactions successfully and provide high
quality customer service also depends on the efficient and uninterrupted
operation of our computer and communications hardware systems. The priceline.com
service has experienced periodic system interruptions, which we believe will
continue to occur from time to time. Our systems and operations also are
vulnerable to damage or interruption from human error, natural disasters, power
loss, telecommunication failures, break-ins, sabotage, computer viruses,
intentional acts of vandalism and similar events. While we currently maintain
redundant servers at our Stamford, Connecticut premises to provide limited
service during system disruptions, we do not have fully redundant systems, a
formal disaster recovery plan or alternative providers of hosting services. In
addition, we do not carry sufficient business interruption insurance to
compensate for losses that could occur. Any system failure that causes an
interruption in service or decreases the responsiveness of the priceline.com
service could impair our reputation, damage our brand name and materially
adversely affect our revenues.

WE MAY NOT BE ABLE TO KEEP UP WITH RAPID TECHNOLOGICAL AND OTHER CHANGES

The markets in which we compete are characterized by rapidly changing
technology, evolving industry standards, frequent new service and product
announcements, introductions and enhancements and changing consumer demands. We
may not be able to keep up with these rapid changes. In addition, these market
characteristics are heightened by the emerging nature of the Internet and the
apparent need of companies from

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many industries to offer Internet-based products and services. As a result, our
future success will depend on our ability to adapt to rapidly changing
technologies, to adapt our services to evolving industry standards and to
continually improve the performance, features and reliability of our service in
response to competitive service and product offerings and the evolving demands
of the marketplace. In addition, the widespread adoption of new Internet,
networking or telecommunications technologies or other technological changes
could require us to incur substantial expenditures to modify or adapt our
services or infrastructure.

ONLINE SECURITY BREACHES COULD HARM OUR BUSINESS

The secure transmission of confidential information over the Internet is
essential in maintaining consumer and supplier confidence in the priceline.com
service. Substantial or ongoing security breaches on our system or other
Internet-based systems could significantly harm our business. We currently
require buyers to guarantee their offers with their credit card, either online
or through our toll-free telephone service. We rely on licensed encryption and
authentication technology to effect secure transmission of confidential
information, including credit card numbers. It is possible that advances in
computer capabilities, new discoveries or other developments could result in a
compromise or breach of the technology used by us to protect customer
transaction data.

We incur substantial expense to protect against and remedy security
breaches and their consequences. However, we cannot guarantee that our security
measures will prevent security breaches. A party that is able to circumvent our
security systems could steal proprietary information or cause significant
interruptions in our operations. For instance, several major Web sites have
experienced significant interruptions as a result of improper direction of
excess traffic to those sites, and computer viruses have substantially disrupted
e-mail and other functionality in a number of countries, including the United
States. Security breaches also could damage our reputation and expose us to a
risk of loss or litigation and possible liability. Our insurance policies carry
low coverage limits, which may not be adequate to reimburse us for losses caused
by security breaches.

We also face risks associated with security breaches affecting third
parties conducting business over the Internet. Consumers generally are concerned
with security and privacy on the Internet and any publicized security problems
could inhibit the growth of the Internet and, therefore, the priceline.com
service as a means of conducting commercial transactions.

NEW BUSINESSES WE MAY ENTER MAY NOT BE SUCCESSFUL

We have entered into, and may enter into in the future, licensing
arrangements with third parties in connection with expansion of the
priceline.com service. For example, we licensed our name and business model to
Alliance Capital Partners in connection with our home financing services and to
other third parties in connection with other products. These new businesses
typically incur start-up costs and operating losses and may not be successful.
If these new businesses are not favorably received by consumers or are
unsuccessful, the association of our brand name and business model with these
new entities may adversely affect our business and reputation and may dilute the
value of our brand name. Further, to the extent that these new businesses are
not successful, we may not be able to recover our costs associated with their
development. Priceline WebHouse Club, Inc. and Priceline Perfect Yardsale, Inc.,
both privately held licensees of ours, separately announced in October 2000 that
they would be ceasing their operations.

To the extent that we need to service these licensees, our core business
may suffer. Moreover, expansion of our core business model will expose us to
additional risks not currently applicable to our existing operations. The
additional risks associated with the expansion of our core business could have a
material adverse effect on our business generally. In addition, as we expand our
business model to other areas of e-commerce, these new businesses will face
competition from established providers in those areas.

OUR STOCK PRICE IS HIGHLY VOLATILE

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The market price of our common stock is highly volatile and is likely to
continue to be subject to wide fluctuations in response to factors such as the
following, some of which are beyond our control:

o quarterly variations in our operating results;

o operating results that vary from the expectations of
securities analysts and investors;

o changes in expectations as to our future financial
performance, including financial estimates by securities
analysts and investors;

o changes in our capital structure;

o changes in market valuations of other Internet or online
service companies;

o announcements of technological innovations or new services by
us or our competitors;

o announcements by us or our competitors of significant
contracts, acquisitions, strategic partnerships, joint
ventures or capital commitments;

o loss of a major seller participant, such as an airline or
hotel chain;

o changes in the status of our intellectual property rights;

o lack of success in the expansion of our business model
horizontally or geographically;

o adverse publicity surrounding recent announcements concerning
the Company;

o announcements by third parties of significant claims or
proceedings against us or adverse developments in pending
proceedings;

o additions or departures of key personnel; and

o stock market price and volume fluctuations.

Sales of a substantial number of shares of our common stock could
adversely affect the market price of our common stock by introducing a large
number of sellers to the market. Given the volatility that exists for our
shares, such sales could cause the market price of our common stock to decline.

In addition, the trading prices of Internet stocks in general, including
ours, have experienced extreme price and volume fluctuations. To the extent that
the public's perception of the prospects of Internet or e-commerce companies is
negative, our stock price could decline further regardless of our results. Other
broad market and industry factors may decrease the market price of our common
stock, regardless of our operating performance. Market fluctuations, as well as
general political and economic conditions, such as a recession or interest rate
or currency rate fluctuations, also may decrease the market price of our common
stock. The market value of e-commerce stocks has declined dramatically over
recent months based on profitability and other concerns. The recent declines in
the value of our common stock and market conditions could adversely affect our
ability to raise additional capital.

We are currently the subject of a number of securities class action
litigations. In the past, securities class action litigation often has been
brought against a company following periods of volatility in the market price of

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<Page>

their securities. To the extent our stock price declines or is volatile, we may
in the future be the target of additional litigation. Securities litigation
could result in substantial costs and divert management's attention and
resources.

OUR BUSINESS IS SUBJECT TO TAX UNCERTAINTIES

POTENTIAL FEDERAL AIR TRANSPORTATION TAX ON AIRLINE TICKET SALES. A
Federal transportation tax is imposed upon the sale of airline tickets. The tax
is based on a percentage of the cost of transportation, which was 9% for periods
prior to October 1, 1998, 8% for the period October 1, 1998 through September
30, 1999 and 7.5% thereafter. We have historically interpreted the tax
regulations as requiring that the tax be computed based on the amount charged by
the airline to us for the airline ticket and participating airlines have
collected and remitted the tax based on this amount. We applied for a ruling
from the Internal Revenue Service confirming this interpretation. In December
1999, the Internal Revenue Service indicated to us that it was unlikely that a
favorable ruling would be issued. We subsequently withdrew our ruling request
because of the uncertainty of the outcome. Because we anticipated the
possibility of an adverse ruling on this issue, we accrued approximately $1.9
million relating to the balance of the tax liability for tickets sold prior to
that date. We believe this accrual to be adequate, but there can be no assurance
as to the final outcome because a formal ruling has not been issued by the
Internal Revenue Service.

STATE TAXES. We file tax returns in such states as required by law based
on principles applicable to traditional businesses. In addition, we do not
collect sales or other similar taxes in respect of transactions conducted
through the priceline.com service (other than the federal air transportation tax
referred to above). However, one or more states could seek to impose additional
income tax obligations or sales tax collection obligations on out-of-state
companies, such as ours, which engage in or facilitate online commerce. A number
of proposals have been made at state and local levels that could impose such
taxes on the sale of products and services through the Internet or the income
derived from such sales. Such proposals, if adopted, could substantially impair
the growth of e-commerce and adversely affect our opportunity to become
profitable.

Legislation limiting the ability of the states to impose taxes on
Internet-based transactions has been enacted by the United States Congress.
However, this legislation, known as the Internet Tax Freedom Act, imposes only a
three-year moratorium, which commenced October 1, 1998 and ends on October 21,
2001, on state and local taxes on (1) electronic commerce where such taxes are
discriminatory and (2) Internet access unless such taxes were generally imposed
and actually enforced prior to October 1, 1998. It is possible that the tax
moratorium could fail to be renewed prior to October 21, 2001. Failure to renew
this legislation would allow various states to impose taxes on Internet-based
commerce. The imposition of such taxes could adversely affect our ability to
become profitable.

REGULATORY AND LEGAL UNCERTAINTIES COULD HARM OUR BUSINESS

The products and services we offer through the priceline.com service are
regulated by federal and state governments. Our ability to provide such products
and services is and will continue to be affected by such regulations. The
implementation of unfavorable regulations or unfavorable interpretations of
existing regulations by courts or regulatory bodies could require us to incur
significant compliance costs, cause the development of the affected markets to
become impractical and otherwise adversely affect our financial performance.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Some of the statements under "The Company" and "Risk Factors" and
elsewhere in this reoffer prospectus may constitute forward-looking statements.
These statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements.

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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 our actual results to differ materially from those described
in the forward-looking statements: inability to successfully expand our business
model both horizontally and geographically; adverse changes in our relationships
with airlines and other product and service providers; systems-related failures;
our ability to protect our intellectual property rights; the effects of
increased competition; losses by us and our licensees; any adverse impact from
negative publicity and negative customer reaction relating to recent
announcements concerning us; legal and regulatory risks and the ability to
attract and retain qualified personnel. These factors and others are described
in more detail above in "Risk Factors."

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USE OF PROCEEDS

Priceline.com will not receive any proceeds from the sale of shares which
may be sold pursuant to this reoffer prospectus for the respective accounts of
the Selling Securityholders. All such proceeds, net of brokerage commissions, if
any, will be received by the Selling Securityholders. See "Selling
Securityholders" and "Plan of Distribution."

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SELLING SECURITY HOLDERS

The following table sets forth information with respect to the beneficial
ownership of the Selling Securityholders based upon the corporate records of
priceline.com as of February 9, 2001. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission, is based
upon 176,596,577 shares outstanding as of February 9, 2001 and generally
includes voting or investment power with respect to securities. Shares of common
stock options that are currently exercisable or exercisable within 60 days of
February 9, 2001 are deemed to be outstanding and to be beneficially owned by
the person holding such options for the purpose of computing the percentage
ownership of such person but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person. Shares of restricted
common stock, whether vested or unvested, are deemed to be outstanding and to be
beneficially owned by the person holding such restricted stock for the purpose
of computing the percentage ownership of such person and are treated as
outstanding for the purpose of computing the percentage ownership of each other
person.

The inclusion in the table of the individuals named therein shall not be
deemed to be an admission that any such individuals are "affiliates" of
priceline.com.

- ---------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES
NUMBER OF SHARES TO BE % OF OUTSTANDING
NUMBER OF SHARES THAT MAY BE BENEFICIALLY SHARES TO BE
NAME OF SECURITYHOLDER BENEFICIALLY OWNED OFFERED HEREBY OWNED IF ALL OWNED IF ALL
PRIOR TO OFFERING SHARES OFFERED SHARES OFFERED
HEREBY ARE SOLD HEREBY ARE SOLD
- ---------------------------------------------------------------------------------------------------------------

Jeffery H. Boyd 1,400,000(1) 1,400,000 -0- *
Richard S. Braddock 17,843,145(2) 750,000 17,093,145 9.77%
Robert Mylod 700,000(3) 700,000 -0- *
Daniel Schulman 2,500,000(4) 2,500,000 -0- *
</Table>

- ----------
* Represents beneficial ownership of less than one percent.

(1) Includes 1,400,000 restricted shares that have not vested. Mr. Boyd was
Executive Vice President, General Counsel and Secretary of priceline.com
from January 2000 through October 2000 and has been Executive Vice
President, Chief Operating Officer and Secretary of priceline.com since
October 2000.

(2) Includes (1) 750,000 restricted shares that have not vested; (2) 120,000
shares owned by the Richard and Susan Braddock Family Foundation Inc. and
to which Mr. Braddock expressly disclaims beneficial ownership; (3)
5,000,000 shares owned by Mr. Braddock as Trustee of The Richard S.
Braddock 1999 Annuity Trust; and (4) 1,000 shares owned by Mr. Braddock's
immediate family member and to which Mr. Braddock expressly disclaims
beneficial ownership. Includes outstanding options to purchase 6,005,350
shares that are vested and exercisable. Mr. Braddock was Chief Executive
Officer of priceline.com from August 1998 to April 2000 and has been
Chairman of the Board of Directors of priceline.com since April 2000.

(3) Includes 700,000 restricted shares that have not vested. Excludes 500,000
shares subject to options that are not vested or exercisable within 60
days of February 9, 2001. Mr. Mylod was Senior Vice President Finance
from January 1999 to May 2000. Mr. Mylod has been Chief Financial Officer
of priceline.com since November 2000.

(4) Includes 2,500,000 restricted shares that have not vested. Mr. Schulman
was President and Chief Operating Officer of priceline.com from July 1999
to May 2000 and has been Chief Executive Officer of priceline.com since
May 2000.

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PLAN OF DISTRIBUTION

Shares offered hereby may be sold from time to time directly by or on
behalf of the Selling Securityholders in one or more transactions on the Nasdaq
National Market or on any stock exchange on which the common stock may be listed
at the time of sale, in privately negotiated transactions, or through a
combination of such methods, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at fixed prices (which may be
changed) or at negotiated prices. The Selling Securityholders may sell shares
through one or more agents, brokers or dealers or directly to purchasers. Such
brokers or dealers may receive compensation in the form of commissions,
discounts or concessions from the Selling Securityholders and/or purchasers of
the shares or both (which compensation as to a particular broker or dealer may
be in excess of customary commissions).

To the knowledge of priceline.com, other than the opportunity that will be
provided to each Securityholder to enter into a sales plan with a broker for the
purpose of establishing a trading plan that complies with the requirements of
Rule 10b5-1(c)(1) under the Exchange Act, the Selling Securityholders have no
arrangements with any brokerage firms.

In connection with such sales, the Selling Securityholders and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions they receive and the proceeds
of any sale of shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

In order to comply with certain state securities laws, if applicable, the
shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the shares may not be sold unless the
shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with. Sales of
shares must also be made by the Selling Securityholders in compliance with all
other applicable state securities laws and regulations.

In addition to any shares sold hereunder, Selling Securityholders may, at
the same time, sell any shares of common stock, including the shares, owned by
them in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this reoffer prospectus.

There can be no assurance that any of the Selling Securityholders will
sell any or all of the shares offered by them hereby.

Priceline.com will pay all expenses of the registration of the shares and
will not receive any proceeds from the sale of any shares by the Selling
Securityholders.

Priceline.com has notified the Selling Securityholders of the need to
deliver a copy of this prospectus in connection with any sale of the shares.

LEGAL MATTERS

The validity of the shares being offered hereby has been passed upon for
priceline.com by Peter J. Millones, Esq., Acting General Counsel of
priceline.com.

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EXPERTS

The financial statements incorporated in this reoffer prospectus by
reference from priceline.com's Annual Report on Form 10-K for the year ended
December 31, 1999, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report dated January 27, 2000 (March 17, 2000 as to
Note 15), which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in auditing and accounting.