SecProbe.io

Mail Stop 4561
September 9, 2016

Xiaof an Wang
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 Fiscal Year Ended December 31, 2015
Filed April 22, 2016
File No. 001 -33853

Dear Ms. Wang :

We have reviewed your filing  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 these comments within ten business days by providing the requested
information or advi se us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

General

1. Your website offers flights to Sudan and states that it allows users to find and book flights to
Damascus, Syria.  As you know, Sudan and Syria are designated by the U.S. Department of
State as state sponsors of terrorism, and are subject to U. S. economic sanctions and export
controls.   Please describe to us the nature and extent of any past, current, and anticipated
contacts with Sudan and Syria, since your letter to us dated September 16, 2013, whether
through subsidiaries, affiliates, partner s, joint ventures or other direct or indirect
arrangements.   You should describe any services, products, information or technology you have
provided to Sudan or Syria, directly or indirectly, and any agreements, commercial
arrangements, or other contacts y ou have had with the governments of those countries or
entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to
the comment above, and whether those contacts constitute a material investment ri sk for your
security holders.   You should address materiality in quantitative terms, including the

Xiaofan Wang
Ctrip.com  International, Ltd.
September 9, 2016
Page 2

 approximate dollar amounts of any associated revenues, assets, and liabilities for the last three
fiscal years and the subsequent interim period.   Also, addr ess materiality in terms of qualitative
factors that a reasonable investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a company's reputation and share
value.   Various state and municip al governments, universities, and other investors have
proposed or adopted divestment or similar initiatives regarding investment in companies that do
business with U.S. -designated state sponsors of terrorism.   You should address the potential
impact of th e investor sentiment evidenced by such actions directed toward companies that
have operations associated with Sudan and Syria.

Item 4.  Information on the Company, page 27

3. Please consider including an organizational chart in future filings that identifies the
consolidated entities, the parties to the VIE contracts, the VIE shareholders and their ownership
percentages in the various entities.

Item 5.  Operating and Financial Review and Prospects, page 41

4. In your earnings call held June 15, 2016, you highlight ed your outbound travel business and
stated that it is a key factor to your future success.  Additionally, you indicated  that outbound
travel currently accounts for a material portion of your total revenues .  In light of the above ,
please tell us what consideration you have given to disclosing  revenues generated from
outbound travel versus those generated from domestic travel and to including a corresponding
narrative discussion.  See Item 5 of Form 20 -F.  For additional guidance, consider Section III.B
of SEC Release No. 33 -8350.

Index to Consolidated Financial Statements

Consolidated Statements of Income and Comprehensive Income, page F -3

5. Please tell us your consideration for disclosing either here or in the notes to the financial
statements the tax effect amounts allocated to each component of other comprehensive income,
including reclassification adjustment s, for all periods presented.  We refer you to ASC 220 -10-
45-12.

Notes to  the Consolidated Financial Statements

Note 2.  Principal Accounting Policies

Summary Financial Information of the Group’s VIEs in the Consolidated Financial Statements, page
F-15

6. Please tell us your consideration to include operating, investing and financing cash flow
information for your VIEs for each period presented.  Refer to ASC 810 -10-50-2AA.d.

Xiaofan Wang
Ctrip.com  International, Ltd.
September 9, 2016
Page 3

 Acquisitions, page F -18

7. Please tell us your consideration for disclosing the specific qualitative factors comprising the
significant amount of goodwill recognized in the Qunar acquisition.  We refer you to ASC 805 -
30-50-1a.

Note 8.  Investments, page F -33

8. Please explain further how you considered ASC 323 -10-15-13 in determini ng that the
convertible an d redeemable preferred shares he ld in Tujia are not in substance common stock
such that you should account for this investment as an available -for-sale security.  In your
response, please provide us with a breakdown of the investm ents held in Tujia by both the
company and others to support your 45% ownership interest and clarify how the rights and
preferences for each class of securities support s your conclusion not to account for this as an
equity method investment.  In addition, tell us how you r analysis  consider s the fact that you are
entitled to appoint 6 out of 12 board members .

Note 15.  Taxation, page F -41

9. Please tell us your consideration for including a table that breaks out the domestic and foreign
components of income before income tax expense for all periods presented.  We refer you to
Regulation S -X Rule 4 -08(h)(1)(i) pursuant to Item1 8(a) of Part III of Form 20 -F.

10. Please provide us with a breakdown of the tax differential and non -deductible expense line
items  included in the effective tax rate reconciliation and tell us what consideration you gave to
Rule 4 -08(h)(2) of Regulation S -X to provide a further quantitative breakdown of such
amounts.  Also, considering the significant changes in the effective tax rat e, please tell us what
consideration you gave to providing an expanded discussion of the factors that impacted your
tax provision.  In this regard, we note the disclosures on page 49 only address the impact for the
change in the valuation allowance and not  the changes in the line items noted herein.  Refer to
Item 5.D of Form 20 -F and Section III.D of SEC Release No. 33 -6835 .

Note 17. Long -Term Debt, page F -44

11. You refer to a Purchased Call Option and Issued Warrants in your discussion of the 2025
Conver tible Senior Notes.  Please describe the terms of these instruments.  Also, tell us how
you accounted for such instruments and how they are reflected in your consolidated financial
statements.

Form 6 -K Filed September 6, 2016

12. We note that as of June 30, 2016 you continue to apply equity method accounting to your
investment in Homeinns.  Please tell us how the acquisition of Homeinns Hotel Group by BTG

Xiaofan Wang
Ctrip.com  International, Ltd.
September 9, 2016
Page 4

 Hotels in April 2016 impacted your investment and clarify how you determined that equity
method ac countin g is still appropriate.

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.

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

 the company is responsible for the adequacy and accuracy of the 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 proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact Frank Knapp , Staff Accountant , at (202) 551 -3805  if you have questions
regarding comments on the financial statements and related matters.  If you have any other questions,
please contact Mitchell Austin, Staff Attorney , at (202) 551 -3574  or Mark Shuman , Legal Branch
Chief , at (202) 551 -3462.  If you require further assistance, do not hesitate to contact me at (202) 551 -
3499 .

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies and
Services