Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
YU CAROL
  2. Issuer Name and Ticker or Trading Symbol
SOHU COM INC [SOHU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
LEVEL 12, SOHU.COM INTERNET PLAZA, NO. 1 UNIT ZHONGGUANCUN EAST ROAD
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2008
(Street)

BEIJING, F4 100084
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/01/2008   X   150,000 (1) A $ 23.17 (2) 190,000 (3) D  
Common Stock 05/01/2008   X   28,125 (1) A $ 16.84 (2) 218,125 (3) D  
Common Stock 05/01/2008   X   30,000 (1) D $ 20.78 (2) 248,125 (3) D  
Common Stock 05/01/2008   S   71,441 D $ 73.1417 176,684 (3) D  
Common Stock 05/01/2008   S   6,250 D $ 73.8008 170,434 (3) D  
Common Stock 05/01/2008   S   15,000 D $ 73.6491 155,434 (3) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to acquire common stock) $ 23.17 05/01/2008   X     150,000 03/23/2005(4) 03/23/2014 Common stock 150,000 $ 0 70,000 D  
Stock Option (right to acquire common stock) $ 16.84 05/01/2008   X     28,125 07/27/2005(4) 07/27/2014 Common Stock 28,125 $ 0 41,875 D  
Stock Option (right to acquire common stock) $ 20.78 05/01/2008   X     30,000 07/26/2006(4) 07/26/2015 Common Stock 30,000 $ 0 11,875 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
YU CAROL
LEVEL 12, SOHU.COM INTERNET PLAZA
NO. 1 UNIT ZHONGGUANCUN EAST ROAD
BEIJING, F4 100084
      Chief Financial Officer  

Signatures

 /s/ Carol Yu   05/05/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares of common stock acquired upon exercise of options reported in Table II of this Form.
(2) Exercise price of options.
(3) Includes 18,750 Restricted Stock Units, which are not vested as of the date of this Form.
(4) Vest at the rate of 25% commencing on the first anniversary of the grant date, with the remaining 75% vesting quarterly ratably over the subsequent three years.

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