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Correspondence

December 12, 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.

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

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. Collins and Ms. Veator:

 This letter sets forth the
Company’s responses to the comments contained in the letter dated December 5, 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.

 *        *        *

 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.
We note from your response to prior comment 3 that you excluded the Technical Consulting and Services Agreements entered into between Chengdu Ctrip and Chengdu Ctrip
International and the applicable WFOEs because consolidation of these VIEs is not dependent on the existence of these Agreements. However, to the extent these Technical Consulting and Services Agreements contribute to the basis by which you receive
substantially all of the net income and a majority of the economic benefits of Shanghai Ctrip International Travel Agency and its consolidated subsidiaries, please clarify why these are not significant agreements. In your response, explain further
you statement that you enter into these Agreements with the VIE’s subsidiaries in order the “enhance [your] ability to channel the profits from these subsidiaries.” Also, please supplementally provide us with copies of these
Agreements.

 1

 December 12, 2012

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 The Company respectfully advises the Staff that Ctrip Travel Network Technology
(Shanghai) Co., Ltd. and Ctrip Computer Technology (Shanghai) Co., Ltd. (the “WFOEs”) provide technical consulting and related services and staff training and information services to Chengdu Ctrip and Chengdu Ctrip International according
to the technical consulting and services agreements, and Chengdu Ctrip and Chengdu Ctrip International pay the WFOEs service fees based on the level of services provided. The existence of such technical consulting and services agreements provides
the WFOEs with the ability to transfer economic benefits of these majority or wholly owned subsidiaries of the VIEs to the WFOEs in exchange for the services provided, and this is in addition to the WFOEs’ existing ability to consolidate and
extract the economic benefits of these majority or wholly owned subsidiaries of the VIEs based on the voting interest model (e.g., the VIEs may cause the economic benefits to be channeled to them in the form of dividends, which then may be further
consolidated and absorbed by the WFOEs through the typical VIE contractual arrangements).

 The above elaborates the
Company’s rationale underlying (a) its evaluation that the technical consulting and services agreements between the WFOEs and the subsidiaries of the VIEs are not significant agreements of the Company as a whole, and (b) its statement
that these agreements “enhance the Company’s ability to channel the profits from these subsidiaries” in the Company’s earlier response.

 In response to the Staff’s comment, the Company has set forth in the updated Schedule A hereto all technical consulting and services agreements between the applicable WFOEs and Chengdu Ctrip
or Chengdu Ctrip International, and undertakes to file the same as exhibits to the next filing of the Form 20-F if the Staff requests so.

 In response to the Staff’s comment, the Company has also supplementally included in Exhibit A, Exhibit B and Exhibit C hereto the English translations of all technical consulting
and services agreements between the applicable WFOEs and Chengdu Ctrip or Chengdu Ctrip International. The Company advises the Staff that these technical consulting and services agreements adopt substantially the same form as the one that the
Company provided in Exhibit D to the Company’s response letter to the Staff dated September 21, 2012 (the “September 21 Letter”).

 Exhibits

2.
We note from your response to prior comment 6 that for the same reason explained in the response to prior comment 3; you have excluded the Technical Consulting and
Service Agreements between Ctrip Insurance Agency, Ltd. and Ctrip Computer Technology (Shanghai) Co., Ltd. and Ctrip Travel Network Technology (Shanghai) Co., Ltd. However, to the extent these Technical Consulting and Services Agreements contribute
to the basis by which you receive substantially all of the net income and a majority of the economic benefits of Shanghai Ctrip Commerce Co., Ltd. and its consolidated subsidiaries, please clarify why these are not significant agreements. Also,
please supplementally provide us with copies of these Agreements.

 December 12, 2012

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 The Company advises the Staff that the same rationale as elaborated in the
Company’s response to comment #1 above also applies to this comment.

 In response to the Staff’s comment, the Company
has set forth in the updated Schedule A hereto all technical consulting and services agreements between Ctrip Insurance Agency Co., Ltd. and the applicable WFOEs and undertakes to file the same as exhibits to the next filing of the Form 20-F
if the Staff requests so.

 In response to the Staff’s comment, the Company has supplementally included in Exhibit D
and Exhibit E hereto the English translations of two technical consulting and services agreements between Ctrip Insurance Agency Co., Ltd. and Ctrip Computer Technology (Shanghai) Co., Ltd. and Ctrip Travel Network Technology (Shanghai) Co.,
Ltd., respectively. The Company advises the Staff that these technical consulting and services agreements adopt substantially the same form as the one that the Company provided in Exhibit D to the September 21 Letter.

Form 6-K filed September 12, 2012

3.
We note your response to prior comment 8. Please clarify the specific authoritative accounting literature you relied upon in accounting for this transaction as a
decrease in equity investments and a decrease in additional paid in capital.

 The Company respectfully
advises the Staff that the Company ultimately accounted for such transaction, after taking into account the effect of a revision during the preparation of the condensed consolidated interim financial statements for the six months ended June 30,
2012, as an increase in equity investment and a gain on dilution of RMB39 million for the period ended March 31, 2012.

 In
the Company’s summary financial information for the period ended March 31, 2012 which was incorporated by reference in its Form 6-K filed on May 17, 2012, the Company initially recorded the change in ownership interest and related
change in proportionate share of the underlying net assets of the investee resulting from investees issuance of shares in connection with its acquisition by the following entry (the initial entry):

Dr Equity Investment

RMB 106 million

 Cr Additional Paid-in Capital

 RMB 106 million

 During the preparation of the condensed consolidated financial statements for the six months period ended
June 30, 2012 in connection with the Company’s offering of the Convertible Notes, the Company assessed that it is appropriate to follow the guidance in ASC 323 for such transaction. In accordance with ASC 323-10-40-1, an equity method
investor shall account for a share issuance by an investee as if the investor had sold a proportionate share of its investment. Any gain or loss to the investor resulting from an investee’s share issuance shall be recognized in earnings. Based
on the assessment, the Company concluded that the initial entry overstated both the equity investment account by RMB67 million and the additional paid in capital account by RMB106 million and understated the gain on dilution by RMB39 million. As a
result, the Company recorded the following revision entry:

 December 12, 2012

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Dr Additional Paid-in Capital

RMB106 million

 Cr Equity Investment

 RMB 67 million

 Cr Gain on dilution

 RMB 39 million

 After taking effect of the initial entry and the revision entry, the change in ownership interest and
related change in proportionate share of the underlying net assets of the investee resulting from investees issuance of shares in connection with its acquisition was recorded in the Company’s revised financial statements as an increase in
equity investment and a gain on dilution by RMB39 million.

 Form 6-K Filed September 25, 2012

4.
We note your response to prior comment 10 that, with respect to the warrants you issued, the anti-dilution adjustments would not preclude the warrants from not being
considered as indexed to its own stock as the input to the adjustment would be inputs to the fair value of the equity shares. Please provide us with the details of the exercise provisions of these warrants, including the exercise price, the
circumstances under which anti-dilution adjustments would be made and how these anti-dilution adjustments would be calculated. Please also provide these same details for the exercise provisions of your purchased call options.

 Issued Warrants

 The Issued Warrants are a series of European style options and can only be exercised at the expiration date at a strike price of US$ 26.37 per ADS (subject to adjustment) and not any other time. The
number of Issued Warrants equal to (i) the number of Convertible Notes initially issued on the closing date for the Convertible Notes, multiplied by (ii) the initial Conversion Rate. The Issued Warrants are separate legal instruments from
the Notes and Purchased Call Option and separately exercisable. The Issued Warrants are net share settled from the Holders perspective. The Issued Warrants may, at Company’s option, be net share settled (in which case the Company receives ADSs
with a value based on the amount by which the price per ADS exceeds the strike price) or cash settled (in which case the Company receives cash with a value based on the amount by which the price per ADS exceeds the strike price).

The Company respectfully advises the Staff that the terms of the Issued Warrants may be adjusted by the calculation agent for the warrants
(which is the counterparty to the Issued Warrants) upon the occurrence of certain “Potential Adjustment Events” that are incorporated into the terms of the Issued Warrants from the 2002 ISDA Equity Derivatives Definitions (as amended
pursuant to the terms of the confirmations governing the Issued Warrants). These events include subdivisions, consolidations or reclassification of the ADSs or ordinary shares, distributions in ordinary shares or ADSs, separations of rights as part
of rights plans or any other event that is a corporate action by the Company that has a material economic effect on the theoretical value of the ADSs. Upon the occurrence of one of these events, the calculation agent determines whether the Potential
Adjustment Event has a material economic on the theoretical value of the ADSs or Warrants and, if so, will make the corresponding adjustments to any one on or more of the strike price, the number of options, the option entitlement, the relevant
number of shares and any other variable relevant to exercise, settlement, payment or other terms as it determines appropriate to account for the effect (including to account for changes in volatility, expected dividends, stock loan rate or liquidity
relative to the ADSs).

 December 12, 2012

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 Pursuant to ASC 815-40-15-7C, an instrument (or embedded feature) would be considered
indexed to an entity’s own stock if its settlement amount will equal the difference between the fair value of a fixed number of the entity’s equity shares and a fixed monetary amount or a fixed amount of a debt instrument issued by the
entity. For example, an issued share option that gives the counterparty a right to buy a fixed number of the entity’s shares for a fixed price or for a fixed stated principal amount of a bond issued by the entity would be considered indexed to
the entity’s own stock. An instrument’s strike price or the number of shares used to calculate the settlement amount are not fixed if its terms provide for any potential adjustment, regardless of the probability of such adjustment(s) or
whether such adjustments are in the entity’s control. If the instrument’s strike price or the number of shares used to calculate the settlement amount are not fixed, the instrument (or embedded feature) would still be considered indexed to
an entity’s own stock if the only variables that could affect the settlement amount would be inputs to the fair value of a “fixed-for-fixed” forward or option on equity shares.

ASC 815-40-15-7E states a fixed-for-fixed forward or option on equity shares has a settlement amount that is equal to the difference
between the price of a fixed number of equity shares and a fixed strike price. The fair value inputs of a fixed-for-fixed forward or option on equity shares may include the entity’s stock price and additional variables, including all of the
following:

a.
Strike price of the instrument,

b.
Term of the instrument,

c.
Expected dividends or other dilutive activities,

d.
Stock borrow cost,

e.
Interest rates,

f.
Stock price volatility,

g.
The entity’s credit spread,

h.
The ability to maintain a standard hedge position in the underlying shares.

 The settlement of the Issued Warrants may result in adjustments to the conversion rate, therefore may not always be based on the difference between the fixed number of the Company’s equity share and
a fixed monetary amount calculated based on the strike price. However, the anti-dilution adjustments are all permissible under ASC 815-40-15-7E and therefore would not preclude the issued warrants from not being considered as indexed to its own
stock as the input to the adjustment would be inputs to the fair value of the equity shares.

 December 12, 2012

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 Purchased Call Option

The Purchased Call Option is a modified American style option, has a strike price of US$ 19.34 per ADS (subject to adjustment) and
can be exercised until September 15, 2017. The Company can, by notice, exercise options corresponding to conversions of Convertible Notes occurring on or prior to August 1, 2017. Any remaining options are automatically exercised on
September 14, 2017 (with the Company owing $0 to the Counterparty to the extent that the volume weighted average price of the ADSs for the 20 trading days during the settlement averaging period is above the initial strike price of $19.34 per
ADS). The option is physical settled. The Company considered the settlement feature (as being defined 20 consecutive business days) and the trading volume of their own ADSs in order to determine if the market shows sufficient trading volume, which
ultimately would allow the counterparty to repurchase the amount of ADSs required to physical settle the purchased call option.

The Company respectfully advises the Staff that the conversion rate will be adjusted upon the occurrence of the events giving rise to
anti-dilution adjustments under the indenture governing the Notes (distributions of ordinary shares and share splits or combinations, issuance of rights, warrants or options to subscribe for ADSs, distributions of shares of capital stock, evidences
of its indebtedness or other assets or property, rights, options or warrants to acquire capital stock or other securities and payment in respect of a tender offer or exchange offer for its ordi