6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2010

Commission File Number: 001-33853

CTRIP.COM INTERNATIONAL, LTD.

99 Fu Quan Road
Shanghai 200335, People’s Republic of China
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CTRIP.COM INTERNATIONAL, LTD.
By:	/s/ Jane Jie Sun
	Name:	Jane Jie Sun
	Title:	Chief Financial Officer

Date: August 10, 2010

2

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release regarding Ctrip’s second quarter 2010 financial results

3

EX-99.1

Exhibit 99.1

Ctrip Reports Second Quarter 2010 Financial Results

Shanghai, China, August 9, 2010 — Ctrip.com International, Ltd. (Nasdaq: CTRP), a leading travel service provider for hotel accommodations, airline tickets, packaged tours and corporate travel management in China, today announced its unaudited financial results for the second quarter ended June 30, 2010.

Highlights for the Second Quarter of 2010

• On May 27, 2010, Ctrip successfully completed the transaction to invest 90% of the issued share capital of Wing On Travel’s travel service segment, a Hong Kong based travel service provider. Ctrip began consolidating Wing On’s financials since then.

• Net revenues were RMB695 million (US$103 million) for the second quarter of 2010, up 46% year-on-year. In the second quarter, Wing On Travel and ezTravel contributed 2% for the year-on-year growth for net revenues.

• Gross margin was 78% for the second quarter of 2010, compared to 77% in the same period in 2009.

• Income from operations was RMB257 million (US$38 million) for the second quarter of 2010, up 57% year-on-year. Excluding share-based compensation charges (non-GAAP), income from operations was RMB316 million (US$47 million), up 66% year-on-year.

• Operating margin was 37% for the second quarter of 2010, compared to 34% in the same period in 2009. Excluding share-based compensation charges (non-GAAP), operating margin was 45%, compared to 40% in the same period in 2009.

• Net income attributable to Ctrip’s shareholders was RMB235 million (US$35 million) in the second quarter of 2010, up 48% year-on-year. Excluding share-based compensation charges (non-GAAP), net income attributable to Ctrip’s shareholders was RMB293 million (US$43 million), up 58% year-on-year.

• Diluted earnings per ADS were RMB1.55 (US$0.23) for the second quarter of 2010. Excluding share-based compensation charges (non-GAAP), diluted earnings per ADS were RMB1.93 (US$0.29) for the second quarter of 2010.

• Share-based compensation charges were RMB58 million (US$9 million), accounting for 8% of the net revenues, or RMB0.38 (US$0.06) per ADS for the second quarter of 2010.

“We are pleased to announce solid results for the second quarter of 2010,” said Min Fan, President and Chief Executive Officer of Ctrip. “Through our strong execution, we were able to extend our leadership in all business lines. Our presence in the Greater China region will enable us to provide excellent services to customers travelling abroad. The Ctrip team is well positioned to capture more opportunities in the travel industry in China.”

Second Quarter 2010 Financial Results

For the second quarter of 2010, Ctrip reported total revenues of RMB742 million (US$109 million), representing a 46% increase from the same period in 2009 and an 18% increase from the previous quarter.

Hotel reservation revenues amounted to RMB316 million (US$47 million) for the second quarter of 2010, representing a 42% increase year-on-year, primarily driven by an increase of 34% in hotel reservation volume, and an increase of 5% commission per room night year-on-year. Hotel reservation revenues increased 26% quarter-on-quarter.

Air ticket booking revenues for the second quarter of 2010 were RMB307 million (US$45 million), representing a 42% increase year-on-year, primarily driven by a 22% increase in air ticketing sales volume, and a 17% increase in commission per ticket year-on-year. Air ticket booking revenues increased 16% quarter-on-quarter.

Packaged-tour revenues for the second quarter of 2010 were RMB67 million (US$10 million), representing an 88% increase year-on-year, due to the increase of leisure travel volume, and a 7% decrease quarter-on-quarter, due to seasonality.

Corporate travel revenues for the second quarter of 2010 were RMB34 million (US$5 million), representing an 83% increase year-on-year, and a 28% increase quarter-on-quarter, primarily driven by the increased corporate travel demand from business activities.

For the second quarter of 2010, net revenues were RMB695 million (US$103 million), representing a 46% increase from the same period in 2009 and an 18% increase from the previous quarter. In the second quarter, Wing On Travel and ezTravel contributed 2% for the year-on-year growth for net revenues.

Gross margin was 78% in the second quarter of 2010, compared to 77% in the same period in 2009, and remained consistent with that in the previous quarter.

Product development expenses for the second quarter of 2010 increased by 43% to RMB109 million (US$16 million) from the same period in 2009, primarily due to an increase of product development personnel and share-based compensation charges. Product development expenses for the second quarter of 2010 increased by 9% from the previous quarter, primarily due to an increase of product development personnel. Excluding share-based compensation charges (non-GAAP), product development expenses accounted for 14% of the net revenues and remained consistent with that in the same period in 2009 and in the previous quarter.

Sales and marketing expenses for the second quarter of 2010 increased by 29% to RMB107 million (US$16 million) from the same period in 2009, and increased by 13% from the previous quarter, primarily due to the increase of sales and marketing related activities. Excluding share-based compensation charges (non-GAAP), sales and marketing expenses accounted for 14% of the net revenues, decreasing from 17% in the same period in 2009 and 15% in the previous quarter.

General and administrative expenses for the second quarter of 2010 increased by 55% to RMB71 million (US$10 million) from the same period in 2009, primarily due to an increase of administrative personnel and share-based compensation charges. General and administrative expenses for the second quarter of 2010 increased by 6% from the previous quarter, primarily due to an increase of administrative personnel. Excluding share-based compensation charges (non-GAAP), general and administrative expenses accounted for 5% of the net revenues, decreasing from 6% in the same period in 2009, and remained consistent with that in the previous quarter.

Income from operations for the second quarter of 2010 was RMB257 million (US$38 million), representing an increase of 57% from the same period in 2009 and an increase of 31% from the previous quarter. Excluding share-based compensation charges (non-GAAP), income from operations was RMB316 million (US$47 million), representing an increase of 66% from the same period in 2009 and an increase of 21% from the previous quarter.

Operating margin was 37% in the second quarter of 2010, compared to 34% in the same period in 2009, and 33% in the previous quarter. Excluding share-based compensation charges (non-GAAP), operating margin was 45%, compared to 40% in the same period in 2009 and 44% in the previous quarter.

Net income attributable to Ctrip’s shareholders for the second quarter of 2010 was RMB235 million (US$35 million), representing a 48% increase from the same period in 2009, and a 24% increase from the previous quarter. Excluding share-based compensation charges (non-GAAP), net income attributable to Ctrip’s shareholders was RMB293 million (US$43 million), representing an increase of 58% from the same period in 2009, and an increase of 15% from the previous quarter.

The effective tax rate for the second quarter of 2010 was 19%, increased from 18% in the same period of 2009 and 12% in the previous quarter, primarily due to the normalization of the tax rate in the second quarter of 2010.

Diluted earnings per ADS were RMB1.55 (US$0.23) for the second quarter of 2010. Excluding share-based compensation charges (non-GAAP), diluted earnings per ADS were RMB1.93 (US$0.29) for the second quarter of 2010.

As of June 30, 2010, the balance of cash, restricted cash and short-term investment was RMB2.7 billion (US$404 million).

Business Outlook

For the third quarter of 2010, the Company expects to continue the net revenue growth year-on-year at a rate of approximately 35-40%. This forecast reflects Ctrip’s current and preliminary view, which is subject to change.

Conference Call

Ctrip’s management team will host a conference call at 9:00PM U.S. Eastern Time on August 9, 2010 (or 9:00AM on August 10, 2010 in the Shanghai/HK time zone) following the announcement.

The conference call will be available on Webcast live and replay at: http://ir.ctrip.com. The call will be archived for one month at this website.

The dial-in details for the live conference call: U.S. Toll Free Number +1.888.680.0894, International dial-in number +1.617.213.4860, Passcode 58663153. For pre-registration, please click https://www.theconferencingservice.com/prereg/key.process?key=PMCABWTWF.

A telephone replay of the call will be available after the conclusion of the conference call through August 17, 2010. The dial-in details for the replay: U.S. Toll Free Number +1.888.286.8010, International dial-in number +1.617.801.6888, Passcode 57641801.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “is/are likely to,” “confident” or other similar statements. Among other things, quotations from management and the Business Outlook section in this press release, as well as Ctrip’s strategic and operational plans, contain forward-looking statements. Ctrip may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on Forms 20-F and 6-K, etc., in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Ctrip’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the slow-down of economic growth in China and the global economic downturn, general declines or disruptions in the travel industry, volatility in the trading price of Ctrip’s ADSs, Ctrip’s reliance on its relationships with travel suppliers and strategic alliances, failure to further increase Ctrip’s brand recognition to obtain new business partners and consumers, failure to compete against new and existing competitors, failure to successfully manage current growth and potential future growth, risks associated with any strategic investments or acquisitions, seasonality in the travel industry in China, Hong Kong, Macau or Taiwan, failure to successfully develop Ctrip’s corporate travel business, damage to or failure of Ctrip’s infrastructure and technology, loss of services of Ctrip’s key executives, inflation in China and in other countries, risks and uncertainties associated with PRC laws and regulations with respect to the ownership structure of Ctrip’s affiliated Chinese entities and the contractual arrangements among Ctrip, its affiliated Chinese entities and their shareholders, and other risks outlined in Ctrip’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F and other filings. All information provided in this press release and in the attachments is as of the date of the issuance, and Ctrip does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement Ctrip’s unaudited consolidated financial statements presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), Ctrip uses non-GAAP financial information related to product development expenses, sales and marketing expenses, general and administrative expenses, income from operations, operating margin, net income, and diluted earnings per ordinary share and per ADS, each of which is adjusted from the most comparable GAAP result to exclude the share-based compensation charges recorded under ASC 718, “Stock Compensation” for 2010 and 2009. Ctrip’s management believes the non-GAAP financial measures facilitate better understanding of operating results from quarter to quarter and provide management with a better capability to plan and forecast future periods.

Non-GAAP information is not prepared in accordance with GAAP and may be different from non-GAAP methods of accounting and reporting used by other companies. The presentation of this additional information should not be considered a substitute for GAAP results. A limitation of using non-GAAP financial measures is that non-GAAP measures exclude share-based compensation charges that have been and will continue to be significant recurring expenses in our business for the foreseeable future.

Reconciliations of Ctrip’s non-GAAP financial data to the most comparable GAAP data included in the consolidated statement of operations are included at the end of this press release.

About Ctrip.com International, Ltd.

Ctrip.com International, Ltd. is a leading travel service provider of hotel accommodations, airline tickets, packaged tours, and corporate travel management in China. Ctrip aggregates hotel and flight information to enable business and leisure travelers to make informed and cost-effective bookings. Ctrip also books vacation packages and guided tours. In addition, Ctrip corporate travel management services help corporate clients effectively manage their travel requirements. Since its inception in 1999, Ctrip has experienced substantial growth and become one of the best-known travel brands in China.

For further information, please contact:

June Zhu
Ctrip.com International, Ltd.
Tel: (+86) 21 3406 4880 X 12258
Email: jun_zhu@ctrip.com

Lin Zhang
Ctrip.com International, Ltd.
Tel: (+86) 21 3406 4880 X 12920
Email: z_lin@ctrip.com

Ctrip.com International, Ltd.
Consolidated Balance Sheet Information

	December 31, 2009			June 30, 2010		June 30, 2010
	RMB			RMB		USD
	(unaudited)			(unaudited)		(unaudited)
ASSETS
Current assets:
Cash		1,434,618,382			1,539,479,378		227,011,631
Restricted cash		113,150,289			160,894,895		23,725,561
Short-term investment		180,183,917			1,038,322,278		153,111,005
Accounts receivable, net		420,579,005			647,605,152		95,495,857
Prepayments and other current assets		134,318,164			401,343,732		59,182,147
Deferred tax assets, current		23,446,059			34,979,527		5,158,081
Total current assets		2,306,295,816			3,822,624,962		563,684,282
Long-term deposits		143,195,191			153,256,984		22,599,275
Land use rights		108,922,018			107,627,912		15,870,812
Property, equipment and software		550,506,595			612,880,727		90,375,393
Investment		658,051,285			1,244,942,687		183,579,250
Goodwill		322,936,838			758,231,441		111,808,809
Intangible assets		66,851,954			295,887,513		43,631,573
Total assets		4,156,759,697			6,995,452,226		1,031,549,394
LIABILITIES
Current liabilities:
Accounts payable		291,045,743			625,913,266		92,297,171
Salary and welfare payable		130,539,660			144,638,916		21,328,455
Taxes payable		142,256,695			117,864,771		17,380,339
Advances from customers		276,792,049			487,229,567		71,846,873
Accrued liability for customer reward program		88,254,996			103,249,360		15,225,151
Other payables and accruals		229,652,319			227,395,815		33,531,786
Total current liabilities		1,158,541,462			1,706,291,695		251,609,775
Deferred tax liabilities, non-current		11,509,937			49,180,880		7,252,213
Total liabilities		1,170,051,399			1,755,472,575		258,861,988
SHAREHOLDERS’ EQUITY
Share capital		2,801,334			2,920,614		430,674
Additional paid-in capital		1,219,815,250			2,931,265,943		432,244,480
Statutory reserves		72,489,182			72,489,182		10,689,255
Accumulated other comprehensive (loss) / income		(77,742,443	)		16,883,180		2,489,594
Retained Earnings		1,707,684,596			2,133,341,440		314,582,532
Total Ctrip’s shareholders’ equity		2,925,047,919			5,156,900,359		760,436,535
Noncontrolling interests		61,660,379			83,079,292		12,250,871
Total shareholders’ equity		2,986,708,298			5,239,979,651		772,687,406
Total liabilities and shareholders’ equity		4,156,759,697			6,995,452,226		1,031,549,394

Ctrip.com International, Ltd.
Consolidated Statement of Operations Information

	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	June 30, 2009			March 31, 2010			June 30, 2010			June 30, 2010
	RMB			RMB			RMB			USD
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues:
Hotel reservation		223,271,782			251,912,292			316,150,468			46,619,548
Air-ticketing**		216,242,260			264,723,073			307,233,692			45,304,681
Packaged tour		35,689,994			71,781,013			67,042,613			9,886,104
Corporate travel**		18,366,314			26,274,358			33,659,355			4,963,409
Others		14,088,260			12,514,361			17,559,484			2,589,322
Total revenues		507,658,610			627,205,097			741,645,612			109,363,064
Less: business tax and related surcharges		(31,371,685	)		(40,483,224	)		(46,465,222	)		(6,851,762	)
Net revenues		476,286,925			586,721,873			695,180,390			102,511,302
Cost of revenues		(108,061,461	)		(128,377,508	)		(151,154,849	)		(22,289,294	)
Gross profit		368,225,464			458,344,365			544,025,541			80,222,008
Operating expenses:
Product development *		(76,285,782	)		(100,721,820	)		(109,293,974	)		(16,116,490	)
Sales and marketing *		(82,817,192	)		(94,439,324	)		(106,724,067	)		(15,737,531	)
General and administrative *		(45,444,456	)		(66,741,488	)		(70,629,317	)		(10,414,999	)
Total operating expenses		(204,547,430	)		(261,902,632	)		(286,647,358	)		(42,269,020	)
Income from operations		163,678,034			196,441,733			257,378,183			37,952,988
Interest income		5,000,977			5,337,051			8,954,150			1,320,379
Other income		18,276,381			581,797			15,980,806			2,356,530
Income before income tax expense and equity in income		186,955,392			202,360,581			282,313,139			41,629,897
Income tax expense		(33,393,036	)		(24,314,306	)		(52,389,816	)		(7,725,402	)
Equity in income of affiliates		6,581,137			11,236,298			7,222,181			1,064,983
Net income		160,143,493			189,282,573			237,145,504			34,969,478
Less: Net (income) / loss attributable to noncontrolling interests		(1,284,685	)		1,162,858			(1,934,091	)		(285,201	)
Net income attributable to Ctrip’s shareholders		158,858,808			190,445,431			235,211,413			34,684,277
Earnings per ordinary share
- Basic		4.73			5.53			6.58			0.97
- Diluted		4.54			5.21			6.20			0.91
Earnings per ADS
- Basic		1.18			1.38			1.64			0.24
- Diluted		1.14			1.30			1.55			0.23
Weighted average ordinary shares outstanding
- Basic		33,574,513			34,467,334			35,756,826			35,756,826
- Diluted		34,973,103			36,561,172			37,917,285			37,917,285
* Share-based compensation charges included are as follows:
Product development		7,279,340			15,993,081			14,981,755			2,209,210
Sales and marketing		4,040,372			8,843,140			8,033,136			1,184,566
General and administrative		15,661,986			39,386,817			35,211,001			5,192,214

**	Certain prior year amounts have been reclassified with no effect on net income or retained earnings to conform to the 2010 financial information presentation. Revenues are presented in accordance with the definitions below:
	Air-ticketing revenues primarily include commissions from air ticket booking and related services, including sales of aviation casualty insurance, and revenue generated from air-ticket delivery services.
	Corporate travel management revenues primarily include commissions from hotel reservation, air ticket booking and packaged-tour services rendered to corporate clients.

Ctrip.com International, Ltd.
Reconciliation of GAAP and Non-GAAP Results
(In RMB, except % and per share information)

	Quarter Ended June 30, 2010
				% of Net			Share-based		% of Net			Non-GAAP			% of Net
	GAAP Result			Revenue			Compensation		Revenue			Result			Revenue
Product development		(109,293,974	)		16	%		14,981,755		2	%		(94,312,219	)		14	%
Sales and marketing		(106,724,067	)		15	%		8,033,136		1	%		(98,690,931	)		14	%
General and administrative		(70,629,317	)		10	%		35,211,001		5	%		(35,418,316	)		5	%
Total operating expenses		(286,647,358	)		41	%		58,225,892		8	%		(228,421,466	)		33	%
Income from operations		257,378,183			37	%		58,225,892		8	%		315,604,075			45	%
Net income attributable to Ctrip’s shareholders		235,211,413			34	%		58,225,892		8	%		293,437,305			42	%
Diluted earnings per ordinary share (RMB)		6.20						1.54					7.74
Diluted earnings per ADS (RMB)		1.55						0.38					1.93
Diluted earnings per ADS (USD)		0.23						0.06					0.29

	Quarter Ended March 31, 2010
				% of Net			Share-based		% of Net			Non-GAAP			% of Net
	GAAP Result			Revenue			Compensation		Revenue			Result			Revenue
Product development		(100,721,820	)		17	%		15,993,081		3	%		(84,728,739	)		14	%
Sales and marketing		(94,439,324	)		16	%		8,843,140		2	%		(85,596,184	)		15	%
General and administrative		(66,741,488	)		11	%		39,386,817		7	%		(27,354,671	)		5	%
Total operating expenses		(261,902,632	)		45	%		64,223,038		11	%		(197,679,594	)		34	%
Income from operations		196,441,733			33	%		64,223,038		11	%		260,664,771			44	%
Net income attributable to Ctrip’s shareholders		190,445,431			32	%		64,223,038		11	%		254,668,469			43	%
Diluted earnings per ordinary share (RMB)		5.21						1.76					6.97
Diluted earnings per ADS (RMB)		1.30						0.44					1.74
Diluted earnings per ADS (USD)		0.19						0.06					0.26

	Quarter Ended June 30, 2009
				% of Net			Share-based		% of Net			Non-GAAP			% of Net
	GAAP Result			Revenue			Compensation		Revenue			Result			Revenue
Product development		(76,285,782	)		16	%		7,279,340		2	%		(69,006,442	)		14	%
Sales and marketing		(82,817,192	)		17	%		4,040,372		1	%		(78,776,820	)		17	%
General and administrative		(45,444,456	)		10	%		15,661,986		3	%		(29,782,470	)		6	%
Total operating expenses		(204,547,430	)		43	%		26,981,698		6	%		(177,565,732	)		37	%
Income from operations		163,678,034			34	%		26,981,698		6	%		190,659,732			40	%
Net income attributable to Ctrip’s shareholders		158,858,808			33	%		26,981,698		6	%		185,840,506			39	%
Diluted earnings per ordinary share (RMB)		4.54						0.77					5.31
Diluted earnings per ADS (RMB)		1.14						0.19					1.33
Diluted earnings per ADS (USD)		0.17						0.03					0.19

Notes for all the financial schedules presented:
Note 1:	The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00=RMB6.7815 on June 30, 2010 published by the Federal Reserve Board.
Note 2:	Effective on January 21, 2010, Company changed ratio of the American Depositary Shares (“ADSs”) to ordinary shares from two (2) ADSs representing one (1) ordinary shares to four (4) ADSs representing one (1) ordinary share. The change is reflected retroactively in the numbers for all the periods presented above.