ThZeal - The Zeal

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934

(Amendment No. )*

Priceline.com Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

741503403

(CUSIP Number)

June 22, 2004

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

ý Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 22

CUSIP NO. 741503403

13G

Page 2 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Limited Partnership
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* PN; HC

Page 2 of 22

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Page 3 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GLB Partners, L.P.
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* PN; HC

Page 3 of 22

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Page 4 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Investment Group, L.L.C.
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* OO; HC

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Page 5 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth Griffin
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* IN; HC

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Page 6 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Wellington Partners L.P.
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* PN; HC

Page 6 of 22

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Page 7 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Wellington Partners L.P. SE
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* PN; HC

Page 7 of 22

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Page 8 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Kensington Global Strategies Fund Ltd.
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* CO; HC

Page 8 of 22

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Page 9 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Equity Fund Ltd.
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* CO; HC

Page 9 of 22

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Page 10 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Distressed and Credit Opportunity Fund Ltd.
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* CO; HC

Page 10 of 22

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Page 11 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Jackson Investment Fund Ltd.
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* CO; HC

Page 11 of 22

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Page 12 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Derivatives Group LLC
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* OO

Page 12 of 22

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Page 13 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Credit Trading Ltd.
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* CO

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Page 14 of 22 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aragon Investments, Ltd.
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o
	3.	SEC USE ONLY
	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 202,477 shares of Common Stock 2,482 call options (exercisable into 248,200 shares of Common Stock)
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				o
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).
	12.	TYPE OF REPORTING PERSON* CO

Page 14 of 22

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Page 15 of 22 Pages

Item 1(a) Name of Issuer: PRICELINE.COM INCORPORATED

1(b) Address of Issuer’s Principal Executive Offices:

800 Connecticut Avenue

Norwalk, CT 06854

Item 2(a) Name of Person Filing

Item 2(b) Address of Principal Business Office

Item 2(c) Citizenship

Citadel Limited Partnership

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Illinois limited partnership

GLB Partners, L.P.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Kenneth Griffin

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

U.S. Citizen

Citadel Wellington Partners L.P.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Illinois limited partnership

Citadel Wellington Partners L.P. SE

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

Page 15 of 22

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Page 16 of 22 Pages

Citadel Kensington Global Strategies Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Bermuda company

Citadel Equity Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Cayman Islands company

Citadel Distressed and Credit Opportunity Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Cayman Islands company

Citadel Jackson Investment Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Cayman Islands company

Citadel Derivatives Group LLC

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Credit Trading Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Cayman Islands company

Aragon Investments, Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

Bermuda company

2(d) Title of Class of Securities:

Common Stock, par value $0.008 per share

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Page 17 of 22 Pages

2(e) CUSIP Number: 741503403

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) o Broker or dealer registered under Section 15 of the Exchange Act;

(b) o Bank as defined in Section 3(a)(6) of the Exchange Act;

(d) o Investment company registered under Section 8 of the Investment Company Act;

(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. ý

Item 4 Ownership:

CITADEL LIMITED PARTNERSHIP

GLB PARTNERS, L.P.

CITADEL INVESTMENT GROUP, L.L.C.

KENNETH GRIFFIN

CITADEL WELLINGTON PARTNERS L.P.

CITADEL WELLINGTON PARTNERS L.P. SE

CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.

CITADEL EQUITY FUND LTD.

CITADEL DISTRESSED AND CREDIT OPPORTUNITY FUND LTD.

CITADEL JACKSON INVESTMENT FUND LTD.

CITADEL DERIVATIVES GROUP LLC

CITADEL CREDIT TRADING LTD.

ARAGON INVESTMENTS, LTD.

(a) Amount beneficially owned:

202,477 shares of Common Stock

2,482 call options (exercisable into 248,200 shares of Common Stock)

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Page 18 of 22 Pages

(b) Percent of Class:

Approximately 1.2% as of the date of this filing (based on 37,702,023 shares of Common Stock issued and outstanding as of May 3, 2004).

(i) sole power to vote or to direct the vote:

(ii) shared power to vote or to direct the vote:

See item (a) above.

(iii) sole power to dispose or to direct the disposition of:

(iv) shared power to dispose or to direct the disposition of:

See item (a) above.

The obligation to file this Schedule 13G arose on June 22, 2004. The Reporting Persons have subsequently reduced their beneficial ownership to the currently reported percentage. At no time since June 22, 2004 have the Reporting Persons been the beneficial owners of greater than 10% of the Company’s outstanding Common Stock as determined in accordance with Rule 13d of the Securities Exchange Act of 1934.

Item 5 Ownership of Five Percent or Less of a Class:

Not Applicable.

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Page 19 of 22 Pages

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

See Item 2 above.

Item 8 Identification and Classification of Members of the Group:

Not Applicable.

Item 9 Notice of Dissolution of Group:

Not Applicable.

Item 10 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

* Adam C. Cooper is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on November 19, 2002, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.

Page 19 of 22

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Page 20 of 22 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 30th day of June, 2004

KENNETH GRIFFIN

By:

/s/ Adam C. Cooper

Adam C. Cooper, attorney-in-fact*

CITADEL LIMITED PARTNERSHIP

CITADEL INVESTMENT GROUP, L.L.C.

By:

GLB Partners, L.P.,

By:

/s/ Adam C. Cooper

its General Partner

Adam C. Cooper, Senior Managing

Director and General Counsel

By:

Citadel Investment Group, L.L.C.,

its General Partner

CITADEL EQUITY FUND LTD.

By:

/s/ Adam C. Cooper

By:

Citadel Limited Partnership,

Adam C. Cooper, Senior Managing

its Portfolio Manager

Director and General Counsel

By:

GLB Partners, L.P.,

GLB PARTNERS, L.P.

its General Partner

By:

Citadel Investment Group, L.L.C.,

By:

Citadel Investment Group, L.L.C.,

its General Partner

By:

/s/ Adam C. Cooper

By:

/s/ Adam C. Cooper

Adam C. Cooper, Senior Managing

Director and General Counsel

CITADEL WELLINGTON PARTNERS L.P.

ARAGON INVESTMENTS, LTD.

By:

Citadel Limited Partnership,

By:

Citadel Limited Partnership,

its General Partner

its Portfolio Manager

By:

GLB Partners, L.P.,

By:

GLB Partners, L.P.,

its General Partner

By:

Citadel Investment Group, L.L.C.,

By:

Citadel Investment Group, L.L.C.,

its General Partner

By:

/s/ Adam C. Cooper

By:

/s/ Adam C. Cooper

Adam C. Cooper, Senior Managing

Director and General Counsel

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Page 21 of 22 Pages

CITADEL WELLINGTON PARTNERS L.P. SE		CITADEL JACKSON INVESTMENT FUND LTD.

By:	Citadel Limited Partnership,	By:		Citadel Limited Partnership,
	its General Partner			its Portfolio Manager

By:	GLB Partners, L.P.,	By:		GLB Partners, L.P.,
	its General Partner			its General Partner

By:	Citadel Investment Group, L.L.C.,	By:		Citadel Investment Group, L.L.C.,
	its General Partner			its General Partner

By:	/s/ Adam C. Cooper	By:	/s/ Adam C. Cooper
	Adam C. Cooper, Senior Managing		Adam C. Cooper, Senior Managing
	Director and General Counsel		Director and General Counsel

CITADEL DISTRESSED AND CREDIT OPPORTUNITY FUND LTD.		CITADEL CREDIT TRADING LTD.

		By:		Citadel Limited Partnership,
By:	Citadel Limited Partnership,			its Portfolio Manager
	its Portfolio Manager
		By:		GLB Partners, L.P.,
By:	GLB Partners, L.P.,			its General Partner
	its General Partner
		By:		Citadel Investment Group, L.L.C.,
By:	Citadel Investment Group, L.L.C.,			its General Partner
	its General Partner
		By:		/s/ Adam C. Cooper
By:	/s/ Adam C. Cooper		Adam C. Cooper, Senior Managing
	Adam C. Cooper, Senior Managing		Director and General Counsel
	Director and General Counsel

Page 21 of 22

CUSIP NO. 741503403

13G

Page 22 of 22 Pages

CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.		CITADEL DERIVATIVES GROUP LLC

By:	Citadel Limited Partnership,	By:		Citadel Limited Partnership,
	its Portfolio Manager			its Managing Member

By:	GLB Partners, L.P.,	By:		GLB Partners, L.P.,
	its General Partner			its General Partner

By:	Citadel Investment Group, L.L.C.,	By:		Citadel Investment Group, L.L.C.,
	its General Partner			its General Partner

By:	/s/ Adam C. Cooper	By:	/s/ Adam C. Cooper
	Adam C. Cooper, Senior Managing		Adam C. Cooper, Senior Managing
	Director and General Counsel		Director and General Counsel

Page 22 of 22