<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001

                                               REGISTRATION NO. 333- _____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                           PRICELINE.COM INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                      06-1528493
 (State or Other Jurisdiction of                     (I.R.S. Employer
 Incorporation or Organization)                      Identification No.)

                           --------------------------
                             800 CONNECTICUT AVENUE
                           NORWALK, CONNECTICUT 06854
               (Address of Principal Executive Offices) (Zip Code)
                           --------------------------
                          1999 OMNIBUS PLAN, AS AMENDED
                            (Full Title of the Plan)
                           --------------------------


                             PETER J. MILLONES, ESQ.
                           PRICELINE.COM INCORPORATED
                                 GENERAL COUNSEL
                             800 CONNECTICUT AVENUE
                           NORWALK, CONNECTICUT 06854
                                 (203) 299-8000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                ==============================================================================
                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM
            TITLE OF             AMOUNT TO BE     OFFERING PRICE          AGGREGATE            AMOUNT OF
   SECURITIES TO BE REGISTERED  REGISTERED (1)    PER SHARE (2)      OFFERING PRICE (2)    REGISTRATION FEE
 -------------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>              <C>                    <C>
 Common Stock, par value
 $0.008 per share.............       10,000,000        $  7.80          $  78,000,000          $  19,500


 -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This registration statement covers an additional 10.0 million shares of
common stock, par value $0.008 per share, of priceline.com consisting of shares
which may be sold or issued under the 1999 Omnibus Plan, as amended. The maximum
number of shares which may be sold or issued under the Plan is subject to
adjustment in accordance with certain anti-dilution and other provisions of the
Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement includes, in addition to the number of shares stated
above, an indeterminate number of shares which may be subject to grant or
otherwise issuable after the operation of any such anti-dilution and other
provisions.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933. The fee is
calculated on the basis of the average of the high and low sale prices per share
of common stock as quoted on The Nasdaq National Market on July 9, 2001 (within
5 business days prior to filing this registration statement).


<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.




                                       2
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by priceline.com with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement as of their respective dates:

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

      (b)   Priceline.com's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 2001;

      (c)   Priceline.com's Current Reports on Form 8-K, dated February 6, 2001,
            February 15, 2001 (with respect to Item 5), May 8, 2001 and June 5,
            2001; and

      (d)   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 or subsequently filed by priceline.com pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities described herein have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents with the Commission. Any statement in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement 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.

ITEM 4.     DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law authorizes a
corporation's board of directors to grant indemnity to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act.

      As permitted by Delaware law, Article Seventh of priceline.com's
certificate of incorporation provides that (1) priceline.com is required to
indemnify its directors and officers to the fullest extent permitted


                                       3
<PAGE>

by Delaware law, subject to certain very limited exceptions; (2) priceline.com
is permitted to indemnify its other employees to the extent that it indemnifies
its officers and directors, unless otherwise required by law, its certificate of
incorporation, its by-laws or agreements; (3) priceline.com is required to
advance expenses, as incurred, to its directors and officers in connection with
a legal proceeding to the fullest extent permitted by Delaware law, subject to
certain very limited exceptions; and (4) the rights conferred in the certificate
of incorporation are not exclusive.

      As permitted by Delaware law, priceline.com's certificate of incorporation
includes a provision that eliminates the personal liability of its directors for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to priceline.com
or its stockholders; (2) for acts of omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (3) under Section 174 of
Delaware General Corporation Law regarding payments of dividends, stock
purchases or redemptions which are unlawful; or (4) for any transaction from
which the director derived an improper personal benefit. This provision in the
certificate of incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to priceline.com for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

      As permitted by Delaware law, priceline.com has purchased insurance
covering the company's directors and officers against liability asserted against
them in their capacity as such.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.     EXHIBITS.

      The Exhibits to this registration statement are listed in the Exhibit
Index on page 8.

ITEM 9.     UNDERTAKINGS.

      (a)   The undersigned hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
            the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent


                                       4
<PAGE>

            change in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective
            registration statement; and

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this registration
            statement or any material change to such information in this
            registration statement;

      PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed with or
      furnished to the Commission by priceline.com pursuant to Section 13 or
      Section 15(d) of the Exchange Act that are incorporated by reference in
      the registration statement.

            (2)   That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial BONA FIDE offering thereof.

            (3)   To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

      (b)   The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of priceline.com's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of priceline.com pursuant to the foregoing provisions, or otherwise,
priceline.com has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by priceline.com of expenses
incurred or paid by a director, officer or controlling person of priceline.com
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, priceline.com will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       5
<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwalk, State of Connecticut, on the 13th day of
July, 2001.

                                    PRICELINE.COM INCORPORATED


                                    By: /s/ Richard S. Braddock
                                        ----------------------------------------
                                        Richard S. Braddock
                                        Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Jeffery H. Boyd, Peter J. Millones and
Thomas P. D'Angelo, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. This power of attorney may be executed in
counterparts.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

              SIGNATURE                                       TITLE                              DATE
              ---------                                       -----                              ----

<S>                                       <C>                                                <C>
       /s/ Richard S. Braddock            Chairman & Chief Executive Officer                 July 13, 2001
---------------------------------------   (Principal Executive Officer)
         Richard S. Braddock



        /s/ Thomas P. D'Angelo            Senior Vice President, Finance & Controller        July 13, 2001
---------------------------------------   (Principal Accounting Officer)
          Thomas P. D'Angelo



           /s/ Robert Mylod               Chief Financial Officer                            July 13, 2001
---------------------------------------   (Principal Financial Officer)
             Robert Mylod
</TABLE>



                                       6
<PAGE>

<TABLE>
<CAPTION>

              SIGNATURE                                       TITLE                              DATE
              ---------                                       -----                              ----

<S>                                       <C>                                                <C>

         /s/ Paul A. Allaire              Director                                           July 13, 2001
---------------------------------------
           Paul A. Allaire


          /s/ Ralph M. Bahna              Director                                           July 13, 2001
---------------------------------------
            Ralph M. Bahna


         /s/ Paul J. Blackney             Director                                           July 13, 2001
---------------------------------------
           Paul J. Blackney


         /s/ William E. Ford              Director                                           July 13, 2001
---------------------------------------
           William E. Ford


          /s/ Marshall Loeb               Director                                           July 13, 2001
---------------------------------------
            Marshall Loeb


       /s/ N. J. Nicholas, Jr.            Director                                           July 13, 2001
---------------------------------------
         N. J. Nicholas, Jr.


        /s/ Nancy B. Peretsman            Director                                           July 13, 2001
---------------------------------------
          Nancy B. Peretsman


           /s/ Ian F. Wade                Director                                           July 13, 2001
---------------------------------------
             Ian F. Wade
</TABLE>





                                       7
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NUMBER    DESCRIPTION
--------------    -----------

      5.1         Opinion of Peter J. Millones, Esq., General Counsel of
                  priceline.com.

      10.67       Priceline.com 1999 Omnibus Plan, as amended.

      23.1        Consent of Deloitte & Touche LLP.

      23.2        Consent of Peter J. Millones, Esq. (contained in the opinion
                  filed as Exhibit 5.1 hereto).

      24.1        Power of Attorney (included on Signature Page).





                                       8
[{"type": "S-8", "sequence": "1", "filename": "a2054143zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19997}]
{"company-data": {"conformed-name": "PRICELINE COM INC", "cik": "0001075531", "assigned-sic": "7373", "irs-number": "061528493", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65034", "film-number": "1680457"}, "business-address": {"street1": "800 CONNECTICUT AVE", "city": "NORWALK", "state": "CT", "zip": "06854", "phone": "2037053000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001

                                               REGISTRATION NO. 333- _____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                           PRICELINE.COM INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                      06-1528493
 (State or Other Jurisdiction of                     (I.R.S. Employer
 Incorporation or Organization)                      Identification No.)

                           --------------------------
                             800 CONNECTICUT AVENUE
                           NORWALK, CONNECTICUT 06854
               (Address of Principal Executive Offices) (Zip Code)
                           --------------------------
                          1999 OMNIBUS PLAN, AS AMENDED
                            (Full Title of the Plan)
                           --------------------------

                             PETER J. MILLONES, ESQ.
                           PRICELINE.COM INCORPORATED
                                 GENERAL COUNSEL
                             800 CONNECTICUT AVENUE
                           NORWALK, CONNECTICUT 06854
                                 (203) 299-8000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
==============================================================================
                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM
            TITLE OF             AMOUNT TO BE     OFFERING PRICE          AGGREGATE            AMOUNT OF
   SECURITIES TO BE REGISTERED  REGISTERED (1)    PER SHARE (2)      OFFERING PRICE (2)    REGISTRATION FEE
 -------------------------------------------------------------------------------------------------------------
Common Stock, par value
 $0.008 per share.............       10,000,000        $  7.80          $  78,000,000          $  19,500

 -------------------------------------------------------------------------------------------------------------
(1) This registration statement covers an additional 10.0 million shares of
common stock, par value $0.008 per share, of priceline.com consisting of shares
which may be sold or issued under the 1999 Omnibus Plan, as amended. The maximum
number of shares which may be sold or issued under the Plan is subject to
adjustment in accordance with certain anti-dilution and other provisions of the
Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement includes, in addition to the number of shares stated
above, an indeterminate number of shares which may be subject to grant or
otherwise issuable after the operation of any such anti-dilution and other
provisions.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933. The fee is
calculated on the basis of the average of the high and low sale prices per share
of common stock as quoted on The Nasdaq National Market on July 9, 2001 (within
5 business days prior to filing this registration statement).
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.

                                       2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by priceline.com with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement as of their respective dates:

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

      (b)   Priceline.com's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 2001;

      (c)   Priceline.com's Current Reports on Form 8-K, dated February 6, 2001,
            February 15, 2001 (with respect to Item 5), May 8, 2001 and June 5,
            2001; and

      (d)   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 or subsequently filed by priceline.com pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities described herein have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents with the Commission. Any statement in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement 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.

ITEM 4.     DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law authorizes a
corporation's board of directors to grant indemnity to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act.

      As permitted by Delaware law, Article Seventh of priceline.com's
certificate of incorporation provides that (1) priceline.com is required to
indemnify its directors and officers to the fullest extent permitted

                                       3
by Delaware law, subject to certain very limited exceptions; (2) priceline.com
is permitted to indemnify its other employees to the extent that it indemnifies
its officers and directors, unless otherwise required by law, its certificate of
incorporation, its by-laws or agreements; (3) priceline.com is required to
advance expenses, as incurred, to its directors and officers in connection with
a legal proceeding to the fullest extent permitted by Delaware law, subject to
certain very limited exceptions; and (4) the rights conferred in the certificate
of incorporation are not exclusive.

      As permitted by Delaware law, priceline.com's certificate of incorporation
includes a provision that eliminates the personal liability of its directors for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to priceline.com
or its stockholders; (2) for acts of omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (3) under Section 174 of
Delaware General Corporation Law regarding payments of dividends, stock
purchases or redemptions which are unlawful; or (4) for any transaction from
which the director derived an improper personal benefit. This provision in the
certificate of incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to priceline.com for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

      As permitted by Delaware law, priceline.com has purchased insurance
covering the company's directors and officers against liability asserted against
them in their capacity as such.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.     EXHIBITS.

      The Exhibits to this registration statement are listed in the Exhibit
Index on page 8.

ITEM 9.     UNDERTAKINGS.

      (a)   The undersigned hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
            the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent

                                       4
change in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective
            registration statement; and

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this registration
            statement or any material change to such information in this
            registration statement;

      PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed with or
      furnished to the Commission by priceline.com pursuant to Section 13 or
      Section 15(d) of the Exchange Act that are incorporated by reference in
      the registration statement.

            (2)   That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial BONA FIDE offering thereof.

            (3)   To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

      (b)   The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of priceline.com's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of priceline.com pursuant to the foregoing provisions, or otherwise,
priceline.com has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by priceline.com of expenses
incurred or paid by a director, officer or controlling person of priceline.com
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, priceline.com will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwalk, State of Connecticut, on the 13th day of
July, 2001.

                                    PRICELINE.COM INCORPORATED

                                    By: /s/ Richard S. Braddock
                                        ----------------------------------------
                                        Richard S. Braddock
                                        Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Jeffery H. Boyd, Peter J. Millones and
Thomas P. D'Angelo, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. This power of attorney may be executed in
counterparts.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                       TITLE                              DATE
              ---------                                       -----                              ----
/s/ Richard S. Braddock            Chairman & Chief Executive Officer                 July 13, 2001
---------------------------------------   (Principal Executive Officer)
         Richard S. Braddock

        /s/ Thomas P. D'Angelo            Senior Vice President, Finance & Controller        July 13, 2001
---------------------------------------   (Principal Accounting Officer)
          Thomas P. D'Angelo

           /s/ Robert Mylod               Chief Financial Officer                            July 13, 2001
---------------------------------------   (Principal Financial Officer)
             Robert Mylod
6
SIGNATURE                                       TITLE                              DATE
              ---------                                       -----                              ----
/s/ Paul A. Allaire              Director                                           July 13, 2001
---------------------------------------
           Paul A. Allaire

          /s/ Ralph M. Bahna              Director                                           July 13, 2001
---------------------------------------
            Ralph M. Bahna

         /s/ Paul J. Blackney             Director                                           July 13, 2001
---------------------------------------
           Paul J. Blackney

         /s/ William E. Ford              Director                                           July 13, 2001
---------------------------------------
           William E. Ford

          /s/ Marshall Loeb               Director                                           July 13, 2001
---------------------------------------
            Marshall Loeb

       /s/ N. J. Nicholas, Jr.            Director                                           July 13, 2001
---------------------------------------
         N. J. Nicholas, Jr.

        /s/ Nancy B. Peretsman            Director                                           July 13, 2001
---------------------------------------
          Nancy B. Peretsman

           /s/ Ian F. Wade                Director                                           July 13, 2001
---------------------------------------
             Ian F. Wade
7
EXHIBIT INDEX

EXHIBIT NUMBER    DESCRIPTION
--------------    -----------

      5.1         Opinion of Peter J. Millones, Esq., General Counsel of
                  priceline.com.

      10.67       Priceline.com 1999 Omnibus Plan, as amended.

      23.1        Consent of Deloitte & Touche LLP.

      23.2        Consent of Peter J. Millones, Esq. (contained in the opinion
                  filed as Exhibit 5.1 hereto).

      24.1        Power of Attorney (included on Signature Page).

                                       8