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Correspondence

August 6, 2012

 VIA EDGAR

 Kathleen Collins, Accounting Branch Chief

 Laura Veator, Staff Accountant

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Ctrip.com International, Ltd. (the “Company”)

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

 Filed on
March 30, 2012 (the “2011 Form 20-F”) (File No. 001-33853)

 Dear Ms. Collins and Ms. Veator:

This letter sets forth the Company’s responses to the comments contained in the letter dated July 23, 2012 from the staff of
the Securities and Exchange Commission (the “Staff”) regarding the 2011 Form 20-F. The comments are repeated below in bold and followed by the responses thereto.

 *        *        *

 Form 20-F for the Fiscal 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 Oversight 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 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.

 The Staff’s comment is duly noted. In response to the Staff’s comment, the Company
will include the following disclosure in its future Form 20-F filings under “Item 3 – Key Information – D. Risk Factors – Risks Related to Doing Business in China”:

“Our independent registered public accounting firm, like other independent registered public accounting firms operating in
China, is not permitted to be subject to inspection by the Public Company Accounting Oversight Board, and as such, investors may be deprived of the benefits of such inspection.

Our independent registered public accounting firm that issues the audit reports included in our annual reports filed with the SEC, as an
auditor of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (United States), or the PCAOB, is required by the laws of the United States to undergo regular inspections by
the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our independent registered public accounting firm is located in China, a jurisdiction where the PCAOB is currently unable to conduct
inspections without the approval of the PRC authorities, our independent registered public accounting firm, like other independent registered public accounting firms operating in China, is currently not inspected by the PCAOB.

Inspections of other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit
procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections of independent registered public accounting firms operating in
China makes it more difficult to regularly evaluate the effectiveness of our auditor’s audit procedures or quality control procedures. As a result, investors may be deprived of the benefits of the PCAOB inspections.”

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 disclosures 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.

 The Staff’s comment is duly noted. The Company respectfully advises the
Staff that both Chengdu Ctrip and Chengdu Ctrip International are wholly owned subsidiaries of Shanghai Ctrip, one of the Company’s significant consolidated variable interest entities (each, a “VIE”). The Company consolidates Shanghai
Ctrip following the VIE model pursuant to the Accounting Standard Codification guidance on accounting for VIEs, and Shanghai Ctrip applies the voting interest model to account for its 100% ownership interest in Chengdu Ctrip and Chengdu Ctrip
International, as disclosed on page F-8 and F-9 of the 2011 Form 20-F. The Company has entered into contractual arrangements with Shanghai Ctrip and its shareholders and included a discussion regarding such contractual arrangements on pages 54
through 56 under Item 7.B (Related Party Transactions) of the 2011 Form 20-F. The Company respectfully advises the Staff that it will include disclosure about Shanghai Ctrip’s 100% equity ownership in both Chengdu Ctrip and Chengdu Ctrip
International under Item 4.A (History and Development of the Company) in future Form 20-F filings.

 Page 2

 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, Shanghai 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 Company respectfully advises the Staff that this structure was established primarily due to the Company’s historical needs in
light of the then effective PRC regulatory requirements. Below please find a brief summary of the background to assist the Staff’s understanding:

•

 Before the adoption of the currently effective PRC Companies Law that went into effect on January 1, 2006 (the “2006 Companies Law”),
all privately owned limited liability companies in China were required to have at least two shareholders pursuant to the prior editions of the PRC Companies Law. This requirement was formally removed in the 2006 Companies Law. The 2006 Companies Law
permits a limited liability company to be owned by a sole shareholder.

•

 Each of Shanghai Ctrip Commerce, Shanghai Huacheng and Beijing Ctrip was established before the Company’s private equity financing in September
2003.

•

 These three entities were primarily engaged in the Internet content provision, travel agency and air ticketing businesses, which are subject to
restrictions on foreign ownership under PRC regulations. Prior to the Company’s private equity financing in September 2003, the Company had set up a corporate structure whereby a wholly-owned subsidiary of the Company in China
(“WFOE”), Ctrip Computer Technology (Shanghai) Co., Ltd. (“Ctrip Computer Technology”), entered into contractual arrangements with each of Shanghai Ctrip Commerce, Shanghai Huacheng and Beijing Ctrip and their respective
shareholders (excluding the Participating Shareholder as explained in the immediately following bullet), which enabled us to derive economic benefits from and exercise effective control over these three entities.

•

 Historically, equity interests in Shanghai Ctrip Commerce and Beijing Ctrip (formerly named Beijing Chenhao Xinye Air-Ticketing Service Co., Ltd.) were
held by Mr. Min Fan, a co-founder, director and CEO of the Company, and Mr. Qi Ji, a co-founder, director and a then executive officer of the Company. Also, in the past, 90% of the equity interests in Shanghai Huacheng were held by
Shanghai Ctrip Commerce, with the remaining 10% owned by an unrelated third-party entity sponsored by the local community (the “Participating Shareholder”). The Participating Shareholder’s ownership interest in Shanghai Huacheng has
been subsequently diluted to 0.07% after several rounds of capital increase of Shanghai Huacheng. Shanghai Ctrip Commerce and a nominee shareholder who is a current executive officer of the Company now hold 99.57% and 0.36%, respectively, of
Shanghai Huacheng.

 Page 3

•

 Through subsequent changes in the nominee shareholders of Beijing Ctrip (as Mr. Ji resigned from his executive officer position at the Company),
Shanghai Ctrip Commerce has become the holder of 96% of the equity interests in Beijing Ctrip, while a nominee shareholder who is a current executive officer of the Company holds 4% of Beijing Ctrip.

•

 As a result of the above changes, Shanghai Ctrip Commerce controls Shanghai Huacheng and Beijing Ctrip through its majority ownership interest in each
of them. The Company has maintained the contractual arrangements between Shanghai Huacheng, Beijing Ctrip and the executive officer holding a minority interest in them and the applicable WFOEs, for the best interests of the Company. The contractual
arrangements with Shanghai Huacheng and Beijing Ctrip, among other things, allow the applicable WFOEs to directly collect service fees from these two entities and obtain an irrevocable and exclusive power of attorney from the executive officer
holding a minority interest in these two entities.

•

 The Company has been advised by its PRC counsel, Commerce & Finance Law Offices, that Shanghai Ctrip Commerce’s holding the majority
equity interests in Shanghai Huacheng and Beijing Ctrip, the contractual arrangements that the Company has with Shanghai Ctrip Commerce, Shanghai Huacheng and Beijing Ctrip and the executive officer holding a minority interest in these entities, as
described above, comply with PRC law.

 The Company respectfully advises the Staff that Shanghai Ctrip
Commerce does not have equity interest in Chengdu Ctrip or Chengdu Ctrip International, and these two entities are wholly owned by Shanghai Ctrip as explained in the Company’s response to comment #2 above.

•

 The parties to the contractual arrangements for each of these VIEs;

In response to the Staff’s comment, the Company has included in Exhibit A hereto a schedule of the currently effective key
agreements with each of the referenced VIEs (other than Chengdu Ctrip and Chengdu Ctrip International for reasons elaborated in the Company’s response to the previous comment) setting forth the parties to each of the agreements.

•

 How this structure complies with PRC regulations and the specific laws considered;

The Company has been advised by its PRC counsel, Commerce & Finance Law Offices, that the referenced corporate structure
comprising of (a) Shanghai Ctrip Commerce’s holding majority equity interests in Shanghai Huacheng and Beijing Ctrip and (b) the contractual arrangements between Shanghai Huacheng, Beijing Ctrip and the Company’s executive
officer holding their minority interests, and the relevant WFOE, when viewed separately or as a whole, complies with PRC law.

 Page 4

 (a) Majority Equity Ownership. Each of Shanghai Ctrip Commerce, Shanghai Huacheng and
Beijing Ctrip was established as a domestic PRC limited liability company before the Company’s private equity financing in September 2003. Prior to the adoption of the currently effective 2006 Companies Law, all privately owned limited
liability companies in China were required to have at least two shareholders. According to Article 14 of the 2006 Companies Law, a limited liability company is allowed to own part or all of the equity interests in one or more subsidiaries. Pursuant
to Article 12 of the 2006 Companies Law, a PRC domestic company can carry out any business within its business scope as set out in the company’s articles of association and can alter the business scope at its own commercial discretion as long
as the change is registered with the relevant local administration of industry and commerce. If any item set out in a company’s business scope requires specific approval or license from a relevant governmental authority, the company should
obtain such approval in advance.

 The foreign investment ownership restrictions in certain industries under the Catalog for
the Guidance of Foreign Investment Industries, as promulgated and amended from time to time by the PRC National Development and Reform Commission and the Ministry of Commerce, apply to our WFOEs, but do not apply to our VIEs, each of which is a PRC
domestic company that is permitted to carry out any business activities within its business scope in China after it has obtained the required approval or license, if needed. Shanghai Ctrip Commerce, Shanghai Huacheng and Beijing Ctrip have Internet
content provision, travel agency and air ticketing businesses in their business scopes and each has obtained the required governmental approval for holding the applicable licenses to carry out these businesses. The Company’s PRC counsel
confirms that the majority equity interest of Shanghai Ctrip Commerce in Shanghai Huacheng and Beijing Ctrip as well as their respective business scopes and business activities comply with PRC law.

(b) Contractual Arrangements. Article 4 of the PRC Contract Law provides that any contract parties have rights to enter into
contracts without other parties’ intervention. According to the PRC Contract Law, as long as a contract is entered into in accordance with PRC laws and regulations and reflects the contract parties’ meeting of minds, such contract shall be
binding to the relevant contract parties and the contract and the contract parties’ interests are protected under PRC laws. The contractual arrangements the Company entered into with Shanghai Huacheng, Beijing Ctrip and its executive officer
holding a minority interest in them do not violate any compulsory PRC laws and regulations. The Company’s PRC counsel advises the Company that such contractual arrangements are valid, legal, binding and enforceable under PRC law.

•

 How this structure is considered in your consolidation analysis; and

The Company respectfully advises the Staff that the Company follows the guidance codified in Accounting Standard Codification 810,
Consolidations (“ASC 810”) on accounting for VIEs and their respective subsidiaries. The guideline as per ASC 810-10-25-1 requires a reporting entity to consolidate any entity in which it has a controlling financial interest.
In the preparation of consolidated financial statements, the Company follows the VIE model – as amended by ASU 2009-17 – to consolidate the referenced VIEs (i.e., Shanghai Ctrip Commerce and Shanghai Ctrip) and applies the voting interest
model to account for their VIE subsidiaries (i.e., Shanghai Huacheng, Beijing Ctrip, Chengdu Ctrip and Chengdu Ctrip International). The Company’s current disclosure contains a summary of the Company’s significant VIEs and their respective
significant subsidiaries in “Note 2. Principal Accounting Policies – Consolidation” of the consolidated financial statements in the 2011 Form 20-F.

 Page 5

 VIE Model

 The Company’s WFOEs, Ctrip Computer Technology, Ctrip Travel Network Technology (Shanghai) Co., Ltd. or Ctrip Travel Information Technology (Shanghai) Co., Ltd. (in most cases, two of the three
entities), as applicable, have entered into contractual arrangements with the referenced VIEs and their shareholders, which mainly include business loan agreements, technical consulting and services agreements, share pledge agreements, exclusive
option agreements and irrevocable power of attorneys as summarized below:

•

 Through the irrevocable power of attorney, the shareholders of the VIEs irrevocably appoint an executive officer of the relevant WFOE to vote on
their behalf on all matters they are entitled to vote on.

•

 Through the technical consulting and services agreements, the WFOEs provide the VIEs with technical consulting and related