United States securities and exchange commission logo February 7, 2024 Charles Zhang Chief Executive Officer Sohu.com Ltd Level 18, Sohu.com Media Plaza Block 3, No. 2 Kexueyuan South Road, Haidian District Beijing 100190 People s Republic of China Re: Sohu.com Ltd Form 20-F for the Fiscal Year Ended December 31, 2022 Filed March 30, 2023 File No. 001-38511 Dear Charles Zhang: We have reviewed your January 11, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 12, 2023 letter. Form 20-F for the Fiscal Year Ended December 31, 2022 Risks Related to Our Ordinary Shares and ADSs, page 41 1. Please confirm supplementally whether the Company has received an opinion of counsel regarding the Company s reliance on the exclusion provided by Section 3(b)(1) of the Investment Company Act of 1940 (the 1940 Act ) and, if so, whether such opinion is qualified or unqualified. 2. We note the discussion of the Company s treatment of certificates of deposit and other time deposits in your comment response letters dated August 30, 2023 and January 11, 2024 (the Response Letters ). Although the staff does not necessarily agree with the commentary and legal analysis in the Response Letters regarding this issue, we appreciate Charles Zhang Sohu.com Ltd February 7, 2024 Page 2 that the Company is treating all such instruments as investment securities (and not cash items) for purposes of its analysis. We note that when assessing its own status under the 1940 Act (as well as the status of its VIEs and non-VIE subsidiaries), the Company s treatment of such instruments is and will be governed by existing law and Commission guidance. 3. Please expand the investment company status risk disclosure beginning on page 41 to indicate that the Company intends to rely on the exclusion provided by Section 3(b)(1) of the 1940 Act, summarizing the basis for such reliance. Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Sincerely, FirstName LastNameCharles Zhang Division of Corporation Finance Comapany NameSohu.com Ltd Office of Technology February 7, 2024 Page 2 cc: Tim Bancroft FirstName LastName