FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ROSE RONALD   2. Issuer Name and Ticker or Trading Symbol PRICELINE COM INC [PCLN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Information Office (Last) (First) (Middle) 800 CONNECTICUT AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 03/05/2007 (Street) NORWALK, CT 06854 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 2007 Performance Share Unit Grant 03/05/2007   A   1,250 A (1) 1,250 D   Restricted Common Stock 03/05/2007   A   3,750 A (2) 11,250 D   Common Stock 03/05/2007   S   10,000 D (3) 20,386 D   2006 Performance Share Units               5,000 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right to buy)

$ 7.92

03/05/2007

M

1,737

(4)

01/23/2013

Common Stock

1,737

$ 0

0

D

Stock Options (right to buy)

$ 9.18

03/05/2007

M

8,263

(5)

12/20/2010

Common Stock

8,263

$ 0

37,570

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROSE RONALD 800 CONNECTICUT AVENUE NORWALK, CT 06854			Chief Information Office

Signatures

/s/ Ronald Rose		03/07/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On March 5, 2007, Mr. Rose was granted 1,250 priceline.com Incorporated (the "Company") performance share units. The exact number of shares to be issued to Mr. Rose, which could be as many as two times the initial grant or, alternatively, no shares, will depend upon, among other things, the Company's financial performance. The shares, if any, will be issued on or about the third anniversary of the date of grant or earlier, in the event of, among other things, a "change in control" (as defined in the performance share unit agreement) of the Company and/or termination of employment in certain circumstances.
(2)	On March 5, 2007, Mr. Rose was granted 3,750 shares of priceline.com Incorporated restricted common stock, par value $0.008 per share. 100% of the grant will vest on March 5, 2010, subject to certain contingencies and provisions allowing for accelerated vesting in certain instances, including, without limitation, upon a "change in control" and/or termination of employment.
(3)	On March 5, 2007, Mr. Rose sold 10,000 shares of priceline.com Incorporated common stock, par value $0.008 per share, at a price of $52.00 per share.
(4)	One-third of the stock options vested on the first anniversary of the date of grant and the remaining stock options vested monthly thereafter through January 23, 2006.
(5)	One-half of the stock options vested on June 20, 2001, and the remaining stock options vested monthly therefter through December 20, 2002.

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