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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(Print or Type Responses)

1. Name and Address of Reporting Person * BOYD JEFFERY H   2. Issuer Name and Ticker or Trading Symbol PRICELINE COM INC [PCLN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 800 CONNECTICUT AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 03/04/2012 (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 2012 Performance Share Unit Grant (1) 03/04/2012   A   6,967 A $ 0 6,967 D   Common Stock (2) 03/04/2012   A   27,828 A $ 0 225,088 D   Common Stock (3) 03/04/2012   F   12,008 D $ 645.86 213,080 D   2011 Performance Share Units (4)               9,682 D   2010 Performance Share Units (4)               12,404 D   Common Stock               166 I See Footnote (5)

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BOYD JEFFERY H 800 CONNECTICUT AVENUE NORWALK, CT 06854	X		President and CEO

Signatures

/s/ Jeffery H. Boyd		03/05/2012
**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 4, 2012, Mr. Boyd was granted 6,967 priceline.com Incorporated (the "Company") performance share units. The exact number of shares to be issued to Mr. Boyd, 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 March 4, 2015 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 4, 2012, restricted stock units, which were originally issued on March 4,2009, vested pursuant to their terms and upon the satisfaction of the applicable performance criteria resulting in the issuance of 27,828 shares of priceline.com common stock.
(3)	On March 4, 2012, 12,008 shares of priceline.com's common stock were withheld to satisfy certain tax withholding obligations related to the vesting of restricted stock units of Mr. Boyd.
(4)	Represents "target" number of performance share units outstanding. The actual number of shares issued, if any, could increase or decrease depending on certain performance factors.
(5)	Shares held by an immediate family member, of which Mr. Boyd disclaims beneficial ownership.

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