Washington, D.C. 20549
                                  FORM 8-K
                               CURRENT REPORT
                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
      Date of Report (Date of earliest event reported): June 17, 1999

           (Exact name of registrant as specified in its charter)
               Delaware                0-25581            06-1528493 
     (State or other Jurisdiction    (Commission       (IRS Employer 
        of Incorporation)            File Number)    Identification No.) 
     Five High Ridge Park, Stamford, Connecticut            06905 
      (Address of principal office)                      (zip code) 

                               (203) 705-3000
             Registrant's telephone number, including area code
       (Former name or former address, if changed since last report)

      On June 17, 1999, Incorporated, a Delaware corporation
 (""), announced the hire of Daniel H. Schulman as its new
 President and Chief Operating Officer. Mr. Schulman is the former
 President of AT&T's $22 billion Consumer Markets Division. Mr. Schulman's
 employment with commenced on June 14, 1999; although, with's permission, he is also serving at AT&T through
 approximately July 1, 1999 to assure an orderly transition of his affairs
 there. Mr. Schulman will assume his full duties as President and Chief
 Operating Officer on July 1, 1999 and will report directly to's Chairman and Chief Executive Officer, Richard S Braddock.
      The information set forth above is qualified in its entirety by
 reference to a press release issued by on June 17, 1999, a
 copy of which is attached hereto as Exhibit 99.1 and incorporated herein
 by reference.

      (c)  Exhibits. 
           99.1     Press Release issued by on June 17, 1999.

      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the Registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunto duly authorized. 
                                   PRICELINE.COM INCORPORATED 
                                   By:  /s/ Paul E. Francis 
                                       Name:  Paul E. Francis 
                                       Title: Chief Financial Officer 
 Date:  June 22, 1999 

                             EXHIBIT INDEX 
      Exhibit No.   Description 
      -----------   -----------
        99.1        Press Release issued by on June 17, 1999.


      STAMFORD, Conn., June 17, 1999 . . . (Nasdaq: PCLN), the
 patented Internet pricing system, today named Daniel H. Schulman as its new
 President and Chief Operating Officer.  Mr. Schulman, 41, was most recently
 the President of AT&T's $22 billion Consumer Markets Division.  He will
 report to's Chairman and CEO Richard S. Braddock, a former
 President of Citibank.  Mr. Schulman will have broad responsibility for all
 of's operations, technology, marketing and product

 Mr. Schulman joins after a highly successful 18-year career
 with AT&T where he was the youngest member of the company's most senior
 executive body, the AT&T Operations Group.  As President of its Consumer
 Markets Division he led AT&T's core consumer long-distance business and
 reshaped the business unit to deliver customized communications services to
 distinct customer segments.  Mr. Schulman came to Consumer Markets after
 building AT&T WorldNet service into the largest and fastest-growing
 Internet service provider in the country.  Mr. Schulman also served as
 chief of marketing for AT&T's $24 billion Business Markets Group where he
 led the integration of wireless, e-commerce and local services into
 innovative bundles. 
 At, Mr. Schulman succeeds Jesse M. Fink, who returns to
 Walker Digital, the intellectual property laboratory that invented's patented pricing system.
 " has successfully made the transition from an entrepreneurial
 start-up to a substantial high-growth company serving millions of customers
 annually," said Mr. Braddock.  "Our goal is to become one of America's
 blue-chip e-commerce companies.  Dan will be a key member of the management
 team that will continue to aggressively expand our current product and
 service lines and move us forcefully and effectively to exploit the
 business opportunities in front of us."   
 "Now that we have built the foundation of a revolutionary business, Dan
 will leverage his experience building high-growth businesses to expand our
 product line horizontally and vertically," Mr. Braddock continued.  "In
 just the last quarter, our customer base grew by more than 500,000, and we
 are looking to Dan to continue our growth and enhance our customer support. 
 With his level of accomplishment and experience, he brings the kind of
 managerial depth that will be a key success factor for Net-based businesses
 which want to reach the mass-market level in scope, quality and customer
 "Joining an established e-commerce leader at this early stage is a once-in-
 a-lifetime opportunity," said Mr. Schulman.  "I'm looking forward to
 working with this first-class group of executives and employees and
 building on the enormous successes they have achieved thus far." 
 "Dan's joining the management team highlights our commitment
 to merging the ingenuity of an Internet start-up with the management depth
 of a Fortune 500 company," said Jay S. Walker,'s founder and
 Vice Chairman.  "Together, Dan and Rick bring the right mix to"  

 ABOUT PRICELINE.COM is an Internet pricing system that enables consumers to name
 their own price for a variety of goods and services.  Consumers can make as
 many price requests as they wish through the system at no charge. takes those price requests and shares them with multiple
 brand-name sellers, who can fill as many of those requests as they want at
 price points determined by the buyers. is one of the Internet's truly "virtual" businesses.  The
 company takes all of its price requests directly to sellers for
 fulfillment, which means doesn't hold or handle any
 inventory, and thus has no need for brick-and-mortar warehouses or large
 order-fulfillment staffs. 
 Currently, is organized along three business lines: travel
 services which offers leisure airline tickets and hotel rooms, financial
 services which offers home mortgages, refinancing and home equity loans and
 automotive services which offers new cars on a test basis in the New York
 For press information, contact: 
 Brian Ek at  203-705-3026  ( 
 Michael Darcy at  203-705-3331  ( 
 Jennifer Carr at Connors Communications  212-807-7500  (

 This press release may contain forward-looking statements which are made
 pursuant to the safe-harbor provisions of the Private Securities Litigation
 Reform Act of 1995.  Expressions of future goals and similar expressions
 including, without limitation, "may," "will," "believes," "should,"
 "could," "hope," "expects," "expected," "does not currently expect,"
 "anticipates," "predicts," "potential," and "forecast," reflecting
 something other than historical fact are intended to identify forward-
 looking statements, but are not the exclusive means of identifying such
 statements.  These forward-looking statements involve a number of risks and
 uncertainties, including the timely development and market acceptance of
 products and technologies and other factors described in the Company's
 filing with the Securities and Exchange Commission.  The actual results may
 differ materially from any forward-looking statements due to such risks and
 uncertainties.  The Company undertakes no obligations to revise or update
 any forward-looking statements in order to reflect events or circumstances
 that may arise after the date of this release.