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Correspondence

September 21, 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 September 7, 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

 Notes to the
Consolidated Financial Statements

 Note 2. Principal Accounting 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:

•

 Your response to comment 4 states that renewal for certain agreements is based 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 consider this provision and the fact
that certain of these Agreements expire in the near future in your consolidation analysis;

 1

 September 21, 2012

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 The Staff’s comment is duly noted. The Company respectfully advises the Staff that
the referenced provision in the form of the Technology Consulting and Services Agreement filed as Exhibit 10.7 to the Form F-1 is Section 6.2, the English translation of which reads “[t]he term of this Agreement shall not be extended
unless confirmed in writing by Party A prior to the expiration thereof. The extended term shall be determined by the parties to this Agreement through consensus.” “Party A” in the quoted provision refers to the WFOE(s). In Exhibit C
to the Company’s response letter dated August 7, 2012, the Company used the simplified wording “mutual consent (i.e. renewal with the relevant WFOE’s consent)” to reflect the substance of this arrangements.

The Company respectfully advises the Staff that, pursuant to the Technology Consulting and Services Agreements, the WFOEs’ consent is
required to extend the term of the Agreement; meanwhile, to determine the length of the term, the mutual consent of both the WFOEs and the VIEs is required. To the extent that mutual consent of both the WFOEs and VIEs is required to determine the
length of the extended term of these agreements, the Company believes that the relevant WFOEs still have effective control over the contract renewal, because the nominee shareholders of the VIEs are employees (or their affiliates) of the WFOEs. Such
nominee shareholders were designated by the WFOEs to hold the equity interests of the VIEs and they have provided irrevocable and exclusive powers of attorney to representatives of the WFOEs to vote on their behalf on all VIE matters that are
subject to shareholder approval. The Company may, at its sole discretion, cause a power of attorney to be renewed or re-signed by the nominee shareholders. In the event that the nominee shareholders of the VIEs cease to be the employees of the WFOEs
or under other circumstances, the WFOEs have the right to require such nominee shareholders to transfer the equity interests of the VIEs to new nominee shareholders designated by the WFOEs under the exclusive option agreements signed with the
nominee shareholders. The nominee shareholders have pledged their respective equity interests in the VIEs to the WFOEs, and therefore cannot sell, assign, transfer or pledge their equity interests to any third party without the prior approval from
the WFOEs. Despite the renewal upon mutual consent of certain agreements (e.g., Technology Consulting and Services Agreements), the Company may, through the power of attorney, direct the VIEs to renew agreements upon maturity. The Company
supplementally advises the Staff that historically, the Company had never encountered any difficulty in renewing or terminating any Technology Consulting and Services Agreement.

 September 21, 2012

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 As set forth in the Company’s consolidation analysis based on the agreements
effective as of each reporting dates December 31, 2011, 2010 and 2009, respectively, the WFOEs had (a) the power to direct the activities of VIEs that most significantly impact the economic performance of the VIEs and (b) the right to
receive benefits from the VIEs that could potentially be significant to the VIEs or the obligation to absorb the losses of the VIEs that could be potentially significant to the VIEs, through the irrevocable power of attorney, the technical
consulting and services agreements, the exclusive option agreements, the business loan agreements, the share pledge agreements with the VIEs. The Company effectively controls the renewal option, as the Company at its sole discretion may cause the
power of attorney to be renewed upon maturity. Therefore, the Company believes it is appropriate to consolidate the VIEs, including those VIEs with pending maturity in the near future, and will re-evaluate at the maturity event if the consolidation
is still appropriate.

•

 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
ownership 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 response, please describe for us the transfer process; and

 The Company respectfully advises the
Staff that Mr. Gangyi Yan resigned from the Company in December 2010. As of the date of this letter, Mr. Gangyi Yan no longer owns any ownership interest in Shanghai Ctrip International Travel Agency Co., Ltd. (“Shanghai Ctrip
International”) and Mr. Min Fan, the chief executive officer and president of the Company, is the sole shareholder of Shanghai Ctrip International. The Company advises the Staff that it has taken the following steps to complete the share
transfer process:

•

 Soon after Mr. Yan’s resignation in December 2010, the Company started the process of transferring Mr. Yan’s equity interests in
Shanghai Ctrip International to Mr. Fan (the “Initial Transfer Process”);

•

 During the Initial Transfer Process, the unrelated minority shareholder of Shanghai Ctrip International was notified about the proposed transfer and
expressed its interest to sell its ownership in Shanghai Ctrip International to Mr. Fan or any other designee of the Company. To streamline the two transactions, the Company temporarily held off the Initial Transfer Process while engaging in
discussion with the unrelated minority shareholder;

•

 After several rounds of discussion with the unrelated minority shareholder, the Company and the unrelated minority shareholder agreed that the Company
would purchase the ownership interest of the unrelated minority shareholder at cost. The Company also decided to acquire the ownership interests held by Mr. Yan at cost concurrently with its purchase of the ownership interests from the
unrelated minority shareholder and effect a simultaneous reduction of capital of Shanghai Ctrip International (together, the “Transactions”). Mr. Yan injected capital into Shanghai Ctrip International using his own money in the past,
and the Company did not repay him until the completion of the Transactions; and

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•

 On September 14, 2012, the Company completed the Transactions, including updating the registration at the local branch of State Administration of
Industry and Commerce (“SAIC”) in connection with completion of the Transactions. Mr. Min Fan, the majority shareholder of Shanghai Ctrip International prior to the Transactions, has become the sole shareholder of Shanghai Ctrip
International. As of September 14, 2012, Mr. Yan no longer beneficially owns any equity interest in Shanghai Ctrip International.

•

 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 planning 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 service 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).

The Company respectfully advises the Staff that, as indicated on page 11 of its 2011 Form 20-F, certain domestic entities of the Company
are entitled to tax preferences and benefits granted by PRC local authorities. In 2002, China’s State Administration of Taxation started to implement preferential tax policy in China’s Western Region, and companies located in applicable
jurisdictions covered by the Catalogue of Encouraged Industries in the Western Region (initially effective through the end of 2010 and further extended to 2020) are eligible to apply for a preferential income tax rate of 15% if their businesses fall
within the “encouraged” category of the policy. Chengdu Ctrip and Chengdu Ctrip International were both granted approval from local tax authorities of Chengdu, Sichuan Province to apply a preferential income tax rate of 15% for their
respective 2010 and 2011 tax filings. If there were no such preferential tax treatment, each of Chengdu Ctrip and Chengdu Ctrip International would have been taxed at a 25% standard corporate income tax rate. In order to fully benefit from the low
tax rate, the Company retained all income at these two VIEs instead of channeling such income to the WFOE in the form of service fee payments.

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 The Company also advises the Staff 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 the Company’s WFOEs. As indicated in the Company’s response to the Staff’s comment #4 in its response
letter dated August 7, 2012, the applicable WFOE is entitled to substantially all of the economic benefits of the VIEs in the form of service fees at a rate to be determined by the WFOEs.

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 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.

In response to the Staff’s comment, the Company undertakes to file translated versions of fully executed forms of each of the
following agreements that the Company entered into with its significant VIEs:

•

 Business Loan Agreement, an unexecuted form of which was filed by the Company under its Registration Statement on Form F-1 (File No. 333-110455)
on November 13, 2003 as Exhibit 10.8;

•

 Exclusive Option Agreement, an unexecuted form of which was filed by the Company under its Registration Statement on Form F-1 (File
No. 333-110455) on November 13, 2003 as Exhibit 10.9;

•

 Share Pledge Agreement, an unexecuted form of which was filed by the Company under its Registration Statement on Form F-1 (File No. 333-110455) on
November 13, 2003 as Exhibit 10.10;

•

 Technology Consulting and Services Agreement, an unexecuted form of which was filed by the Company under its Registration Statement on Form F-1 (File
No. 333-110455) on November 13, 2003 as Exhibit 10.7; and

•

 Power of Attorney, which will replace the unexecuted form of the Power of Attorney filed by the Company under its Registration Statement on Form F-1
(File No. 333-110455) on November 13, 2003 as Exhibit 10.15 (the “Filed Form”) due to the termination of the Filed Form.

 The translated versions of fully executed forms of the above agreements are attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E, respectively,
and the Company sets forth in Schedule A to each of the form agreements a schedule that lists all other similar and currently effective agreements the Company entered with each of its VIEs noting the material differences between such
agreements and the form of the agreements filed.

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 Upon confirmation by the Staff that the above is the preferable and appropriate
approach, the Company undertakes to make a prompt filing of Amendment No. 1 to the 2011 Form 20-F to include the fully executed form agreements with the requested schedule.

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
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.

In response to the Staff’s comment, the Company has attached in Exhibit F hereto a list setting forth all currently effective
supplemental agreements for each of the Company’s VIEs and noting the purpose of each of the supplemental agreement.

 The Company undertakes to file fully executed forms of supplemental agreements to (a) Business Loan Agreement; (b) Exclusive Option Agreement and (c) Share Pledge Agreement that the Company
entered into with the VIEs. The translated versions of fully executed forms of the above supplemental agreements are attached hereto as Exhibit G, Exhibit H and Exhibit I, respectively, and the Company sets forth in
Schedule A to each of the agreements a schedule that lists all other currently effective supplemental agreements the Company entered with each of the VIEs noting the material differences between such supplemental agreements and the form of
the supplemental agreements filed.

 Upon confirmation by the Staff that this is the preferable and appropriate approach, the