SecProbe.io

October 24, 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
Form 6 -K filed September 12, 2012
Form 6 -K filed September 25, 2012
File No. 001 -33853

Dear Ms. Wu:

We have reviewed your letter dated September 21, 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 so we may better understand your disclosure.

Please respond to this letter within ten business days b y 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 le tter dated September 7 , 2012 .

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

1. Please revise the proposed disclosure included in y our response to comment 4 in your
August 6, 2012 response letter to include the specific renewal terms of the Technology

Jenny Wu
Ctrip.com International, Ltd.
October 24 , 2012
Page 2

 Consulting and Services Agreement that you describe in your  response to prior comment
1.  In this regard, please disclose the renewal terms for this Agreement and include a
discussion of the steps you would need to take to renew this Agreement should the VIE
not consent to the renewal terms (i.e., change management of the VIE through powers
granted under the power of attorney or change o wnership of the VIE through ex ercise of
your kick -out right).   Please provide us with your proposed disclosure.

2. Please explain further the following as it relates to your response to the second bullet
point in prior comment 1.

 Tell us why Mr. Gangyi  Yan resigned;
 Tell us on what date the Initial Transfer Process began and when you notified the
minority shareholder about the proposed transfer;
 Tell us on what date the minority shareholder notified the company of its interest in
selling its ownership i n Shanghai Ctrip International;
 Tell us on what dates negotiations took place with the minority shareholder and
describe further what the negotiations involved;
 Tell us the settlement amount ultimately agreed upon and how it was determined; and
 Explain further the need for such negotiations considering the terms of the Exclusive
Option Agreement appear to provide for the purchase of such shares at an amount
equal to the capital contributions paid in by the minority shareholder.

3. We note from your respons e to the third bullet point in prior comment 1 that each of the
company’s VIEs, including Chengdu Ctrip and Chengdu Ctrip International has entered
into a Technical Consulting and Service Agreement with one or more of your WFOEs.
Please clarify with which  WFOE these entities have entered Technical Services
Agreements.  Further, please clarify why you have not included any agreements between
these two entities and the WFOE in the schedules that you have provided in response to
prior comment 2.

4. We further  note from your response that in order to fully benefit from the low tax rate,
the company retained all income at Chengdu Ctrip and Chengdu Ctrip International
instead of channeling such income to the WFOE in the form of service fee payments.
Please clarif y whether additional taxes would be due if these two entities remitted
retained income to the WFOE in the form of service fee payments. Tell us what
consideration you gave to disclosing the amount of such undistributed earnings and the
tax that would be du e if such earnings were remitted to the WFOE.

Jenny Wu
Ctrip.com International, Ltd.
October 24 , 2012
Page 3

 5. We note that you have listed contractual arrangements with Nantong Tongcheng
Information Technology Co. in Exhibits A through E.  We further note that you list this
entity as a major VIE on page F -7, however,  the organization chart provided in Exhibit B
to your August 6, 2012 response letter does not include this entity.  Please explain why or
provide us with a revised organization chart.

Exhibits

6. Please tell us why you have not included any agreements be tween Ctrip Insurance
Agency Co. Ltd and the relevant WFOE in the schedules that you provided in response to
prior comment 2.

7. Regarding your response to prior comment 3, Schedule A of Exhibit G states that
differences from the Form Agreement in Exhibit G  include “termination of the Loan
Agreement, etc.”   Please tell us when each agreement terminates as well as the other
material provisions that differ from the Form Agreement and provide us your analysis
supporting the position that this is the type of inf ormation that can be identified in a
schedule in accordance with Exchange Act Rule 12b -31.

Form 6 -K Filed September 12, 2012

8. Please explain further the facts and circumstances that lead to the RMB39 million
restatement to your March 31, 2012 unaudited fi nancial statements to reflect a gain on
changes in interest in an affiliate.  Tell us when Home Inns issued additional ordinary
shares to acquire a new business and explain further how such issuance resulted in a gain
to the company.  Please provide the sp ecific guidance you relied upon in accounting for
this transaction.

Form 6 -K Filed September 25, 2012

9. We note that the company intends to use a portion of the net proceeds from the $160
million convertible senior notes offering to purchase a certain amount of ADS from
purchasers of notes in privately negotiated transactions effected through an affiliate of  the
initial purchaser of the notes as its agent.  Please tell us the amount of ADS that are
subject to repurchase and tell us whether any of the holders of such ADSs have already
indicated an interest in selling their shares.  Tell us what notes and priva tely negotiated
transactions you are referring to and tell us whether this transaction involves any related
parties.

10. Also, tell us how you have accounted for the note issuance as well as the related hedge
and warrant transactions and provide the specif ic accounting guidance you relied upon.

Jenny Wu
Ctrip.com International, Ltd.
October 24 , 2012
Page 4

 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. If you have any
other questions, please contact Gabriel E ckstein, Staff Attorney, at (202) 551 -3286 or Maryse
Mills -Apenteng, Special Counsel, at (202) 551 -3730.    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 S un – Ctrip.com International
 Julie Gao - Skadden, Arps, Slate, Meagher & Flom