SecProbe.io

July 23, 2012

Via E -mail
Jenny Wu
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, 201 1
Filed on March 30, 2012
File No. 001 -33853

Dear Ms. Wu:

We have reviewed your filing an d have the following comments.  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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 20 -F for the Fis cal Year Ended December 31, 2011

Item 3.  Key Information

D.  Risk Factors, page 5

1. As a public company, your auditor is required by law to undergo regular Public Company
Accounting Ove rsight Board (PCAOB) inspections to assess its compliance with U.S.
law and professional standards in connection with its audits of financial statements filed
with the SEC. The PCAOB, however, is currently unable to inspect the audit work and
practices of your auditor (see
http://pcaobus.org/International/Inspections/Pages/IssuerClientsWithoutAccessList.aspx ).
As a result of this obstacle, investors in U.S.  markets who rely on your auditor’s audit

Jenny Wu
Ctrip.com International, Ltd.
July 23, 2012
Page 2

 reports are deprived of the benefits of PCAOB inspections of auditors. Therefore, please
state this fact under a separate risk factor heading. Explain that this lack of inspection
prevents the PCAOB from regularly evaluating your auditor’s audits and its quality
control procedures.

Item 7.  Major Shareholders and Related Party Transactions

B.  Related Party Transactions

Arrangements with Consolidated Affiliated Chinese Entities, page 54

2. Tell us why your disclo sures on page 54 do not include a discussion regarding the
ownership interest in Chengdu Ctrip or please confirm that you will include such
information in future filings.

Item 18.  Financial Statements

Notes to the Consolidated Financial Statements

Note 2.  Principal Accounting Policies

Details of Certain Key Agreements with VIEs, page F -9

3. We note that one VIE, Shangai Ctrip Commerce, holds the majority equity interest in
several other VIEs (i.e. Shanghai Huacheng, Beijing Ctrip, Chengdu Ctrip  and Chengdu
Ctrip International.  Please explain further the following as it relates to these entities:

 The purpose of an equity ownership structure whereby a VIE holds the majority
equity interest in another VIE;
 The parties to the contractual arrangem ents for each of these VIEs;
 How this structure complies with PRC regulations and the specific laws considered;
 How this structure is considered in your consolidation analysis; and
 Provide us with a copy of your organization chart.

4. We note from your re sponse to comment 8 in your letter dated September 6, 2011 that
you would expand your disclosures regarding the terms of your key agreements with your
VIEs to include a discussion of the contractual terms and renewal and termination rights;
however, it doe s not appear that you have provided complete disclosure of these terms.
Please provide us with the following and tell us how you considered disclosing such
information:

 The specific expiration dat es and the renewal provisions for  each of your key
contracts, including which parties have the renewal rights. As part of your response,

Jenny Wu
Ctrip.com International, Ltd.
July 23, 2012
Page 3

 please also tell us how you considered any pending maturities in determining that
consolidation of the VIEs is still appropriate;
 The termination rights  of each party to the contracts; and
 The amount of service fees your VIEs paid you as a percentage of the VIEs’ total net
income for each of the years presented. In this regard, although we note you disclose
that fees are based on the number of air tickets  sold and packaged tour products sold,
your disclosure does not make it clear how you absorb a majority of the risk of loss or
how the terms of the agreement entitle you to receive a majority of the residual
returns. As part of your response, please also c larify whether the company has  the
right to adjust the service fees at its sole discretion.

5. Please confirm that all of the agreements with each of your VIEs have been filed as
Exhibits pursuant to Item 4 of the Instructions to Exhibits for Form 20 -F.  Als o, provide
us with a schedule of the agreements for each VIE and include a reference to the specific
filing in which you filed such agreement.  Please ensure that all previously filed exhibits
are incorporated by reference into your current Exhibit table o r revise accordingly.

Summary Financial Information of the Group’s VIEs in the Consolidated Financial Statements,
page F -10

6. We note your disclosure regarding the liabilities of the consolidated VIEs. Tell us how
you considered including other quantitat ive information regarding your involvement with
each of your VIEs, including the size of the VIE in terms of revenues, costs, income and
assets. We refer you to ASC 810 -10-50-2AA.

Note 7.  Investments, page F -26

7. We note that your share of profit of affiliated company investments appears to represent
15% of consolidated net income for the year ended December 31, 2011. Tell us what
consideration you gave to presenting summarized financial information for each period
presented as required by Item 18(b) of Form 20 -F and Rule 4 -08(g) of Regulation S -X.
We refer you also to ASC 323 -10-50-3c.   In addition, please ensure that your
summarized financial information complies with the requirements of Rule 1 -02(bb) of
Regulati on S-X.  In this regard, we note that your current disclosur e on page F -26 does
not provide the amount of  noncontrolling interests, if applicable, or gross profits.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

Jenny Wu
Ctrip.com International, Ltd.
July 23, 2012
Page 4

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of t he disclosure 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 procee ding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Laura Veator , Staff  Accountant, at (202) 551 -3716 if you have
questions regarding comments on the financial statements and re lated matt ers.  Please contact me
at (202) 551 -3499 with any other questions.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief

cc:   Via E -mail
 Jane Sun – Ctrip.com International
 Julie Gao - Skadden, Arps, Slate, Meagher & Flom