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Correspondence

November 7, 2012

 VIA EDGAR

 Kathleen Collins, Accounting Branch Chief

 Laura Veator, Staff Accountant

 Maryse Mills-Apenteng, Special Counsel

Gabriel Eckstein, Staff Attorney

 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 20-F”)

 Form 6-K filed
September 12, 2012

 Form 6-K filed September 25, 2012

(File No. 001-33853)

 Dear Ms. Collins, Ms. Veator, Ms. Mills-Apenteng and Ms. Eckstein:

This letter sets forth the Company’s responses to the comments contained in the letter dated October 24, 2012 from the staff of
the Securities and Exchange Commission (the “Staff”) regarding the 2011 Form 20-F and Form 6-Ks filed by the Company on September 12, 2012 and September 25, 2012, respectively. The comments are repeated below in bold and
followed by the responses thereto.

*            *
  *

 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 your response to comment 4 in your August 6, 2012 response letter to include the specific renewal terms of the
Technology 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 ownership of the VIE through exercise of your kick-out right). Please provide us with your
proposed disclosure.

 November 7, 2012

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 The Company proposes to include the following specific renewal terms of the Technology
Consulting and Services Agreement in “Note 2 – Principal accounting policies” in future filings of Form 20-F in substantially the following form:

 Technical Consulting and Services Agreements: The WFOEs provide the VIEs with technical consulting and related services and staff training and information services. The WFOEs also maintain the
VIEs’ network platforms. In consideration for those services, the VIEs agree to pay the WFOEs service fees based on the technical consulting and service agreements. The service fees are eliminated upon consolidation. In addition, through the
irrevocable power of attorneys that the VIEs’ shareholders grant to the applicable WFOEs, which allow the WFOEs to vote on all matters that the shareholders are entitled to vote on (including activities that significantly impact the VIEs’
economic performance) and the technical consulting and services agreements, the Company has the right to determine the level of service fees paid and therefore receive substantially all of the economic benefits of the VIEs in the form of service
fees. The term of these agreements is 10 years and the Company’s current service agreements will expire between 2013 and 2022. The WFOEs can terminate the agreements any time with an advance notice, and the VIEs can only terminate the
agreements in extraordinary cases such as material misconduct or bankruptcy of the WFOEs. Pursuant to the Technology Consulting and Services Agreements, consents from both the WFOEs and the VIEs are required to renew the terms of the Technical
Consulting and Services Agreements. Despite the renewal upon mutual consent of the Technology Consulting and Services Agreements, the Company may, through the irrevocable and exclusive powers of attorney, direct the VIEs to renew agreements upon
expiration of the Technology Consulting and Services Agreements. The nominee shareholders of the VIEs are employees (or their affiliated entities) 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 the designated representatives of the WFOEs to vote on their behalf on all VIE matters that are subject to shareholders’ 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.

 November 7, 2012

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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;

 To the Company’s knowledge, Mr. Yan, who was born in the 1950’s, decided to retire to enjoy his senior years and therefore resigned from the Company.

•

 Tell us on what date the Initial Transfer Process began and when you notified the minority shareholder about the proposed transfer;

 The initial transfer process began in February 2011 and the Company notified the minority shareholder
about the proposed transfer in the same month.

•

 Tell us on what date the minority shareholder notified the company of its interest in selling its ownership in Shanghai Ctrip International;

 The Company respectfully advises the Staff that the minority shareholder, as opposed to a nominee
shareholder of the Company, is an unrelated party of the Company and it invested in Ctrip Shanghai International with its own capital. The minority shareholder notified the Company of its interest in selling its ownership Shanghai Ctrip
International in February 2011.

•

 Tell us on what dates negotiations took place with the minority shareholder and describe further what the negotiations involved;

 The Company advises the Staff that the discussions began in February 2011 and continued intermittently
through November 2011. The discussions mainly related to the form of the minority shareholder’s exit from Shanghai Ctrip International (i.e., through equity interest transfer to another party designated by the Company or equity repurchase by
the Company) and the price.

•

 Tell us the settlement amount ultimately agreed upon and how it was determined; and

The final settlement amount equals the original total capital contributions made by the minority shareholder. As explained in the
Company’s response to the third bullet point above, the minority shareholder is an unrelated party to the Company that invested in Shanghai Ctrip International with its own capital. When determining the settlement price, both parties believe
that the amount of original total capital contributions received from the minority shareholder represented fair value of the minority shareholder’s interest in Shanghai Ctrip International and agree that paying this amount to the minority
shareholder as the settlement price would be fair to both parties. The board of directors of Shanghai Ctrip International approved the final settlement price on December 28, 2011.

 November 7, 2012

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•

 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.

 Unlike
nominee shareholders of Ctrip Shanghai International and other VIEs, this minority shareholder is an unrelated party to the Company that invested in Shanghai Ctrip International with its own capital. Therefore, the Company did not enter into an
exclusive option agreement and other contractual arrangements (that it typically enters into with nominee shareholders of a VIE) with the minority shareholder. Until this minority shareholder exited from Shanghai Ctrip International, the Company
recorded the equity interests held by this minority shareholder as noncontrolling interests.

3.
We note from your response 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.

 The Company advises the Staff that Chengdu Ctrip and Chengdu Ctrip International entered into a Technical Services Agreement with Ctrip Travel Network Technology (Shanghai) Co., Ltd. and Ctrip Computer
Technology (Shanghai) Co., Ltd., respectively.

 The Company further advises the Staff that, as elaborated in the Company’s
response to the fourth bullet point of comment 3 contained in the Company’s response letter dated August 6, 2012 (the “August 6 Letter”), the Company follows the VIE model – as amended by ASU 2009-17 – to consolidate
the VIEs (e.g., Shanghai Ctrip Commerce and Shanghai Ctrip) and applies the voting interest model to account for the VIEs’ subsidiaries (e.g., Chengdu Ctrip and Chengdu Ctrip International). The Company enters into technical consulting and
services agreements with the majority or wholly owned subsidiaries of the VIEs in order to enhance its ability to channel the profits from these subsidiaries; however, as indicated in the August 6 Letter, the consolidation of the VIEs’
subsidiaries follows the subtopic ASC 810-10 and uses the voting interest model, which is not dependent on the existence of the technical consulting and services agreements. Therefore, the Company excluded from Schedule A to Exhibit D of the
response letter dated September 21, 2012 (the “September 21 Letter”) all technical consulting and service agreements entered into between Chengdu Ctrip, Chengdu Ctrip International and other similarly situated subsidiaries of VIEs and
the applicable WFOEs.

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 clarify 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 due if such earnings were remitted to the WFOE.

The Company respectfully advises the Staff that through the irrevocable power of attorney that the VIE’s nominee shareholders have
granted to the applicable WFOEs, which allow the WFOEs to vote on all matters the shareholders are entitled to vote on (including activities that significant impact the VIEs’ economic performance), the WFOEs maintain the flexibility to modify
the existing Technical Consulting and Service Agreements and can therefore increase the service fee amounts to be transferred from the VIE subsidiaries in the WFOEs’ discretion.

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 The transfer of service fees payments from the VIE’s subsidiaries Chengdu Ctrip or
Chengdu Ctrip International to the WFOE are subject to a 5% PRC business tax (“BT”) or to a 6% value-added taxes (“VAT”), respectively, depending on the location and VAT adoption timing of the WFOE entities. The Company assesses
the potential BT consequences in accordance with ASC 450, Loss Contingencies, and concluded that the accrual of such liabilities is only required when such payments become probable. Therefore, the Company will record the BT only when
management has determined that the amount of such transfers is estimable. The Company respectfully advises the Staff that given the rapid growth of the Company’s business in Chengdu, the Company plans to retain the cash generated from these two
entities to support their capital needs in connection with planned business expansion in Chengdu and the adjacent areas in the foreseeable future.

 The Company proposes to disclose the below additional information relating to undistributed earnings and the potential tax consequences of the service fee payments to reflect the Company’s potential
tax consequences in the Company’s future filings of the Form 20-F.

 The WFOEs are the sole and exclusive provider of
technical consulting and related services and information services for the VIEs. Pursuant to the Exclusive Technical Consulting and Service Agreements, the VIEs pay service fees to the WFOEs based on the VIEs’ actual operating results. The
WFOEs are entitled to receive substantially all of the net income and transfer a majority of the economic benefits in the form of service fees from the VIEs and VIEs’ subsidiaries to the WFOEs. The WFOEs did not request service fee payments of
RMB 201 million from Chengdu Ctrip and Chengdu Ctrip International in 2011 primarily for tax planning purpose. If the Company decides to transfer such undistributed earnings as service fee payments from these VIE subsidiaries to the WFOE in the
future, these amounts will be subject to a 5% PRC business tax (“BT”) or a 6% value-added taxes (“VAT”), respectively, depending on the location and VAT adoption timing of the WFOE entities. The potential BT or VAT relating to
those unremitted earnings amount to approximately RMB 11 million.

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.

 The Company respectfully advises the Staff that, as indicated in the Company’s response to the last
bullet point of comment #3 contained in the August 6 Letter, the organization chart that was attached to the August 6 Letter includes all significant consolidated entities as set forth in Exhibit 8.1 to the 2011 20-F. In the same response
the Company confirmed that none of its subsidiaries or VIEs that are not set out in Exhibit 8.1 (including Nantong Tongcheng Information Technology Co.) would constitute a significant subsidiary under Rule 1-02(w) of Regulation S-X as of
December 31, 2011.

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 In response to the Staff’s request, the Company listed, in the schedules to each of
Exhibits A through E to the September 21 Letter, all other similar and currently effective agreements the Company entered into with each of its VIEs, some of which (such as Nantong Tongcheng Information Technology Co.) were not significant
subsidiaries as defined under Rule 1-02(w) of Regulation S-X and thus were not set out in Exhibit 8.1 to the 2011 20-F.

 Exhibits

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

 The Company advises the Staff that Ctrip Insurance Agency Co., Ltd. is 90% owned by
Shanghai Ctrip Commerce Co., Ltd., one of the Company’s significant VIEs and 10% owned by Ctrip Computer Technology (Shanghai) Co., Ltd., a WFOE of the Company. Similar to Chengdu Ctrip and Chengdu Ctrip International, Ctrip Insurance Agency
Co., Ltd. is consolidated by the Company based on the voting interest model.

 For the same reason explained in the response to
comment 3 above, the Company excluded from Schedule A to Exhibit D of the September 21 Letter the technical consulting and service agreements entered into between Ctrip Insurance Agency Co., Ltd. and Ctrip Computer Technology (