SecProbe.io

September 7, 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 Marc h 30, 2012
File No. 001 -33853

Dear Ms. Wu:

We have reviewed your letter dated August 6, 2012 in connection with the above -
referenced filing s and have the following comments.  In some of our comments , we may ask you
to provide us with information s o 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.   Unless otherwise noted , where
prior comments are referred to they refer to our letter dated July 23, 2012 .

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

Notes to the Consolidated Financial Statements

Note 2. Principal Accoun ting Policies

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

1. Please explain further the following information provided in your response to prior
comment 4 and Exhibit C:

Jenny Wu
Ctrip.com International, Ltd.
September 7, 2012
Page 2

  Your response to comment 4 states that renewal for certain agreements is bas ed on
both parties ’ mutual consent.  In Exhibit C, as it relates to the Technology Consulting
and Services Agreements, you indicate that renewal provisions are based on mutual
consent, however, in your parenthetical disclosures, you refer only to the WFOEs as
the consenting parties.  It would seem that mutual consent of both parties would mean
both the WFOE and the VIE.  Please explain this apparent inconsistency.  Also,
please point to the specific  provisions of the form of the Technology Consulting and
Services Agreement filed as Exhibit 10.7 to your Form F -1, which address  the
renewal provisions as well as this mutual consent notion.  To the extent that mutual
consent of both the WFOE and VIE is required to renew these Agreements, tell us
how you conside r this provision and the fact that certain of these Agreements expire
in the near future in your consolidation analysis;
 Tell us when Mr. Gangyi Yan resigned from the company.  Also, tell us the current
status of the equity transfer of Mr. Gangyi Yan’s own ership interest in Shanghai Ctrip
International Travel Agency to Mr. Min Fan.  Considering you began the equity
transfer process in December 2010, explain further why the transfer was not complete
at the time of your 2011 Form 20 -F filing and in  your resp onse, please describe for
us the transfer process; and
 You state that the relevant WFOE did not request service fee payments from Chengdu
Ctrip and Chengdu Ctrip International primarily in 2011 for tax planning purposes.
Please explain how the tax plannin g services for these VIEs impacted the service fees
received by the WFOE.  In addition, please clarify your response where you state that
the WFOE is entitled to the economic benefits of Chengdu Ctrip and Chengdu Ctrip
International and will request such s ervice payments as it sees fit in the future.  In this
regard, tell us how the WFOE has the right to request such payments, particularly
since you state in response to prior comment 3 that there are no direct contractual
arrangements between these two VIEs  and Shanghai Ctrip Commerce (WFOE).

Exhibits

2. We note from your response to prior comment 5, you filed a “form” of each material
agreement that the company entered into with its significant VIEs in your 2003 Form F -1
filing.   We further note, however, that the agreements filed were not fully executed forms
of such agreements.   Please revise to file a fully executed form for each of your (a)
Business Loan Agreement, (b) Power of Attorney, (c) Exclusive Option Agreement, (d)
Share Pledge Agreement and (e) Technology Consulting and Services Agreement.   In
addition, revise to include with each Exhibit a schedule  that lists all  other similar
agreements with each of your VIEs noting any differences between such agreement s and
the form of the agreement  as filed.   We refer you to the Instructions to Form 20 -F and
Exchange Act Rule 12 b-31.

3. We note from the information provided in Exhibit A that you entered into supplemental
agreements with certain of your VIEs.   Please provide a list of all supplemental

Jenny Wu
Ctrip.com International, Ltd.
September 7, 2012
Page 3

 agreements for each of your VIEs and tell us the purpose of these supplemental
agreements.   In addition, tell us whether the supplemental agreements are the same for
each of your VIEs.   If so, please revise to file a fully executed form of the supplemental
agreements to each of the original Agreements referred to in the previous comment .
Include with each Exhibit a schedule that lists  all supplemental agreements with each of
your VIEs noting any differences between such agreements and the form of the
agreement as filed. We refer you to the Instructions to Form 20 -F and Exchange Act Rule
12b-31.

You may contact Laura Veator , Staff  Accountant, at (202) 551 -3716 if you have
questions regarding comments on the financial statements and re lated matters.  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