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Correspondence

    MERCADO LIBRE, INC

TRONADOR 4890, 8TH FLOOR

BUENOS AIRES, C1430DNN

ARGENTINA

    TEL

    011• 5411 • 5352 • 8000

    FAX

    011• 5411 • 4545 • 4744 /

    011• 5411 • 5550 • 8719

    HERNAN KAZAH.

DIRECT DIAL: 011-5411-5352-8004

EMAIL:  hernan@mercadolibre.com

July 8, 2009

VIA EDGAR AND FACSIMILE

Ms. Kathleen Collins

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

One Station Place

100 F Street, N.E.

Washington, D.C. 20549-4561

    Re:

    MercadoLibre, Inc.

    SEC Comment Letter for the Form 10-K for the Fiscal

    Year Ended December 31, 2008 filed on February 27, 2009

    Forms 8-K filed on February 24, 2009 and May 6, 2009

    File No. 001-33647

Dear Ms. Collins:

MercadoLibre, Inc. a Delaware corporation (the “Company,” “we” or “us”), is transmitting for filing
its responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of
the Securities and Exchange Commission (the “SEC”), with respect to the Company’s annual report on
Form 10-K for the Fiscal Year Ended December 31, 2008 filed on February 27, 2009 and current
reports on Form 8-K filed on February 24, 2009 and May 6, 2009 (File No. 001-33647), contained in
your comment letter dated June 29, 2009.

For convenience of reference, each Staff comment contained in your June 29, 2009 comment letter is
reprinted below in italics, numbered to correspond with the paragraph number assigned in your
comment letter and is followed by the corresponding response of the Company.

Ms. Collins

July 8, 2009

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2008

General

    1.

    We note that your counsel, on behalf of the Company, provided the acknowledgments we
requested in our letter dated May 28, 2009. Please note that the representations should come
directly from the company. In your next response, please provide the representation directly
from the company.

Response: As requested, we are providing the representation directly from the company and
will continue to do so in the future.

Note 2. Summary of Significant Accounting Polices

Income and Asset Taxes, page F-17

    2.

    Your response to prior comment 7 indicates that you have not provided the required
disclosures because you would have pursued an alternative tax planning strategy had the tax
holiday not been in place. Although we understand that you may be able to implement these
strategies, the disclosures in SAB Topic 11.C are required disclosures. Please confirm that in
future filings you will provide the disclosures required by SAB Topic 11.C.

Response: In future filings, the Company will provide the disclosures required by SAB Topic
11.C.

Note 17. Long Term Retention Plan, page F-50

    3.

    We note from your response to prior comment 10 that you do not believe paragraphs A240(b)(2),
(c)(2), and (d) of SFAS 123(R) are applicable because the Company did not grant options.
However, since the shares issued in connection with your long-term retention plan were not
vested at their grant date, it appears that such paragraphs are applicable. In this regard,
paragraphs A240(b), (c)(2), and (d) make reference to share units and paragraph A240(b)(2) makes reference to shares of nonvested stock. Therefore, tell us how you
considered disclosing the information in these paragraphs or explain to us further why you
do not believe they are applicable.

Ms. Collins

July 8, 2009

Page 3

Response: In response to the Staff comment, the following table shows the requirements of
the rule and our related response:

    Disclosure Requirement

    Company Response

    Paragraph A240 (b) (2): The number
and weighted-average grant-date fair
value (or calculated value for a
nonpublic entity that uses that
method or intrinsic value for awards
measured pursuant to paragraphs 24
and 25 of this Statement) of equity
instruments not specified in
paragraph A240(b)(1) (for example,
shares of non-vested stock), for
each of the following groups of
equity instruments: (a) those
non-vested at the beginning of the
year, (b) those non-vested at the
end of the year, and those (c)
granted, (d) vested, or (e)
forfeited during the year.

    As disclosed in note 17 to
our Financial Statements
included in our Form 10-K
for the Fiscal Year Ended
December 31, 2008, the
company has granted 21,591
shares under the long-term
retention plan as of
December 31, 2008. The
grant-date fair market
value was $36.8 for each
share. All equity
instruments were granted
during 2008 and were
non-vested at the end of
the year. There were no
vested or forfeited equity
instruments related to the
Long term retention plan
during the year ended
December 31, 2008. We
considered all granted
shares as non-vested
because, as described in
note 17, it is required
that the employee stays in
the Company at the payment
date.

In future filings we will
include the above mentioned
information to meet the disclosure
requirements of paragraph
A240 (b) (2).

    Paragraph A240 (c) (2): The total
intrinsic value of options exercised
(or share units converted),
share-based liabilities paid, and
the total fair value of shares
vested during the year.

    According to FAS 123(R),
paragraph E1, the intrinsic
value of a non-vested share
may be described as an
option on that share with
an exercise price of zero.
Thus, the fair value of a
share is the same as the
intrinsic value of that
share. In note 13 to our
Financial Statements
included in our Form 10-K
for the Fiscal Year Ended
December 31, 2008, we
included the fair value of
our shares. In future
filings, we will disclose
the fair value of our
shares in our Long Term
Retention Plan note to our
Financial Statements. (See
the aggregate intrinsic
value table included at the
end of this letter for more
detail)

Ms. Collins

July 8, 2009

Page 4

    Disclosure Requirement

    Company Response

    Paragraph A240 (d): For fully vested
share options (or share units) and
share options expected to vest at
the date of the latest statement of
financial position:

(1) The
number, weighted-average
exercise price (or conversion
ratio), aggregate intrinsic value
(except for nonpublic entities), and
weighted average remaining
contractual term of options (or
share units) outstanding.

(2) The
number, weighted-average
exercise price (or conversion
ratio), aggregate intrinsic value
(except for nonpublic entities), and
weighted average remaining
contractual term of options (or
share units) currently
exercisable (or convertible).

    As of December 31, 2008,
the Company did not have
any fully vested share as
disclosed in the response
to Paragraph A240 (b) (2).

As of December 31, 2008,
the remaining contractual
term of shares granted was
3.25 years (remaining
vesting period). The aggregate intrinsic
value has been included in the response
to the disclosure requirements of paragraph
A240 (b) (2) above.

In future filings we will include the above
mentioned information to meet the disclosure
requirements of paragraph A240 (d).

The following table discloses the aggregate intrinsic value as of December 31, 2008 and March 31,
2009:

Ms. Collins

July 8, 2009

Page 5

    March 31,

    December 31,

    2009

    2008

    Number of shares granted

    21,591

    21,591

    Closing price of share

    18.55

    16.41

    Weighted average exercise price

    —

    —

    Intrinsic value

    18.55

    16.41

    Aggregate intrinsic value

    400,513

    354,308

If you have any questions or comments regarding the foregoing, please contact our General Counsel,
Jacobo Cohen Imach at 011 5411 5352 8030, jcimach@mercadolibre.com. We look forward to working
with you on these matters.

Sincerely,

/s/ Hernán Kazah

Hernán Kazah

    cc:

    Christine Davis

Melissa Feider

    Edward W. Elmore Jr.

    Jacobo Cohen Imach

Jan Woo

    Katherine Wray