SecProbe.io

August 3, 2011
 Via E-mail

Jane Jie Sun Chief Financial Officer Ctrip.com International, Ltd. 99 Fu Quan Road Shanghai 200335 People’s Republic of China
Re: Ctrip.com International, Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2010
Filed on March 31, 2011 File No. 001-33853

Dear Ms. Sun:
 We have reviewed your filing and have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Item 5.  Operating and Financial Review and Prospects

 B.  Liquidity and Capital Resources, page 42

1. We note that you provide little or no discussi on of cash provided by operating activities.
In this regard, we note significant fluctuat ions in accounts receivable, accounts payable
and advances from customers yet the reas ons for such large changes and how they
impacted operating cash flow has not been di sclosed.  Please tell us how you considered
expanding your disclosures to  include discussion of the underlying reasons for each
material change to better explain the vari ability in your cash flows.  We refer you to
Section IV.B.1 of SEC Rel ease No. 33-8350 for guidance.

 Jane Jie Sun Ctrip.com International, Ltd. August 3, 2011 Page 2
 2. We note that your PRC subsidiaries are permitted to pay dividends only out of its
accumulated profits as determined in acco rdance with PRC accounting standards and
regulations.  Please tell us how you consider ed providing disclosure similar to that on
page F-21 within your liquidity disclosures. Refer to Item 5.B.1(b) of Form 20-F.

3. We note that your ability to fund operations and to pay dividends depends upon dividends
paid by your PRC subsidiaries.  Please tell  us how you considered disclosing how your
PRC subsidiaries earn revenue. In this rega rd, your disclosure would describe how
earnings of the consolidated affiliated enti ties flow through your corporate structure.
Also, pursuant to your risk factor disc losure on page 18, we note that the PRC
government controls the convert ibility of the RMB into fore ign currencies.  Tell us how
you considered disclosing the impact that this  control may have on the flow of cash from
your PRC entities.

4. Tell us how you considered providing disclosu res describing the restrictions imposed by
statutory limits on the loans to your PRC subsidiaries as descri bed in the risk factor on
page 30 and how such restricti ons could materially and adve rsely affect your liquidity
and ability to fund operations. In your discus sion, include a quantitative or qualitative
analysis to provide investor s with sufficient information to understand the amount of
statutory limits and whether it is reasonably likely that the company would exceed these
limits.

Item 18.  Financial Statements
 Notes to the Consolidated Financial Statements

 Major variable interest entities, page F-8

5. We note that you have concluded that you are the primary beneficiary of the VIEs listed
on page F-7.  Please tell us why you believe  each of the significant control and economic
benefits agreements are enforceable under P RC and local law.  If you consider this
enforceability conclusion to be a significant consolidation judgment and/or assumption please revise your disclosure accordi ngly.  Refer to ASC 810-10-50-2AA.

6. Explain to us how your disclosure addresse s the types, nature and changes of risks
associated with your involvement with the VIEs  as they relate to cash flows, financial
position and operating performance. Refer to  ASC 810-10-50-2AA.  For example, we
note your disclosures on page 15 where you in dicate that if you or affiliated Chinese
entities were found to be in violation of PRC regulations, the relevant PRC regulatory
authorities could, among othe r things, revoke you or your affiliated Chinese entities
business licenses, discontinue any portion or all of your va lue-added telecommunications,
air-ticketing, travel agent or  advertising businesses or c ould require you to restructure
your ownership structure.  Pleas e tell us how your current di sclosures address the impact

 Jane Jie Sun Ctrip.com International, Ltd. August 3, 2011 Page 3
 such actions may have on you and on your abi lity to consolidate the affiliated Chinese
entities.

7. We note your risk factor disc losures on pages 15 and 19 regard ing the uncertainties in the
PRC legal system.  Please tell us how you cons idered including a discussion of how the
PRC legal system could limit your ability to enforce the contractual arrangements should
your affiliated Chinese entities fail to perf orm their obligations under the contractual
arrangements.  Refer to ASC 810-10-50-2AA.

8. We note your disclosure on page F-9 of the key agreements you have with your VIEs.
Please tell us how you considered providi ng additional details for each contract
including, but not limited to, the contractual term of each contract, whether each contract
is renewable including which party has the renewal rights, and whether any party has a
right to terminate the contract.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Christine Da vis, Assistant Chief Account ant, at (202) 551-3408 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact me at (202) 551-3499 with any other questions.

Sincerely,
   /s/  Kathleen Collins
Kathleen Collins Accounting Branch Chief