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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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increase our online advertising revenues and successfully build our e-commerce, short messaging and subscription services business, given the early stage of development of the PRC Internet industry;

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continue to attract a larger audience to our portal by expanding the type and technical sophistication of the content and services we offer; and

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maintain our current, and develop new, strategic relationships to increase our revenue streams as well as product and service offerings.

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The PRC recently enacted regulations applying to Internet-related services and telecom-related activities. While many aspects of these recently-enacted regulations remain unclear, they purport to

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A limitation on foreign investment in businesses providing value-added telecommunication services, including computer information services or electronic mail box services, is expected to be applied to Internet businesses such as ours. However, under regulations published to date, the extent of the limitation is unclear. In the past, some officials of the Ministry of Information Industry or MII have taken the position that foreign investment in the Internet sector is prohibited.

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Under the agreement reached in November 1999 between the PRC and the United States concerning the United States’ support of China’s entry into the World Trade Organization, or WTO, foreign investment in PRC Internet services will be liberalized to allow for 30% foreign ownership in key telecommunication services, including PRC Internet ventures, for the first year after China’s entry into the WTO, 49% in the second year and 50% thereafter. However, the implementation of this agreement is still subject to various conditions.

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The MII has also stated that the activities of Internet content providers are subject to regulation by various PRC government authorities, depending on the specific activities conducted by the Internet content provider. Various government authorities have stated publicly that they are in the process of preparing new laws and regulations that will govern these activities. The areas of regulation may include online advertising and online news reporting.

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levying fines;

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confiscating our, Beijing ITC’s, Beijing Sandhill’s, High Century’s, Hengda’s, Beijing Sohu’s or Sohu-Guolian’s income;

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revoking our, Beijing ITC’s, Beijing Sandhill’s, High Century’s, Hengda’s, Beijing Sohu’s or Sohu-Guolian’s business license;

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shutting down our, Beijing ITC’s, Beijing Sandhill’s or Beijing Sohu’s servers and/or blocking our Web sites;

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requiring us, Beijing ITC, Beijing Sandhill, High Century, Hengda, Sohu-Guolian or Beijing Sohu to restructure its ownership structure or operations; and

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requiring us, Beijing ITC, Beijing Sandhill, High Century, Hengda, Beijing Sohu or Sohu-Guolian to discontinue any portion or all of its Internet business.

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whether the PRC government may view our restructuring as being in compliance with its laws and regulations;

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whether the PRC government may impose additional regulatory requirements with which we or Beijing Sohu may not be in compliance; and

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whether the PRC government will permit Beijing Sohu to acquire future licenses necessary in order to conduct operations in the PRC.

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the development of a large base of users possessing demographic characteristics attractive to advertisers;

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downward pressure on online advertising prices;

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the development of independent and reliable means of verifying traffic; and

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the effectiveness of our advertising delivery, tracking and reporting systems.

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We provide short messaging services through CMCC’s and Unicom’s network and gateway;

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we utilize their billing systems to charge our subscribers on a monthly basis;

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we utilize their collection proxy services to collect payments from subscribers; and

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we rely on CMCC’s and Unicom’s infrastructure to further develop our short messaging services.

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investors’ perceptions of and appetite for Internet-related securities;

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conditions in the U.S. and other capital markets in which we may seek to raise financing;

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our future results of operations, financial condition and cash flows;

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the amount of capital that other PRC entities may seek to raise in foreign capital markets;

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PRC governmental regulation of foreign investment in Internet companies;

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economic, political and other conditions in the PRC;

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PRC governmental policies relating to foreign currency borrowings; and

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any new laws and regulations that may require various PRC government approvals for securities offerings by companies engaged in the Internet sector in the PRC.

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adapt our services and maintain and improve the quality of our services;

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continue training, motivating and retaining our existing employees and attracting and integrating new employees; and

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developing and improving our operational, financial, accounting and other internal systems and controls.

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unsolicited e-mail;

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lost or misdirected messages;

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illegal or fraudulent use of e-mail; or

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interruptions or delays in e-mail service.

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substantially greater financial and technical resources;

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more extensive and well developed marketing and sales networks;

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better access to original content;

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greater global brand recognition among consumers; and

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larger customer bases.

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develop, market and sell their products and services;

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adapt more quickly to new and changing technologies; and

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more easily obtain new customers.

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structure;

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level of government involvement;

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level of development;

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level of capital reinvestment;

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growth rate;

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control of foreign exchange; and

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methods of allocating resources.

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                                                                    Exhibit 99.1


                                  SOHU.COM INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
                     906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Sohu.com Inc. (the "Company") on Form
10-Q for the period ending June 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Dr. Charles Zhang,
President, Chief Executive Officer and Chairman of the Board of Directors of the
Company, certify, pursuant to U.S.C. ss. 1350, as adopted pursuant to ss. 906 of
the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material
respects, the financial condition of the Company as of June 30, 2002 and results
of operations of the Company for the three and six months ended June 30, 2002.



                                    /s/ Dr. Charles Zhang
                                    ---------------------

                                    Dr. Charles Zhang, President, Chief
                                    Executive Officer and Chairman of the
                                    Board of Directors

                                    August 13, 2002

                                                                    Exhibit 99.2


                                  SOHU.COM INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
                     906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Sohu.com Inc. (the "Company") on Form
10-Q for the period ending June 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Derek Palaschuk,
Senior Vice President and Chief Financial Officer of the Company, certify,
pursuant to U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:


(1)   The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and


(2)   The information contained in the Report fairly presents, in all material
respects, the financial condition of the Company as of June 30, 2002 and results
of operations of the Company for the three and six months ended June 30, 2002.

                                     /s/ Derek Palaschuk
                                     -------------------

                                     Derek Palaschuk, Senior Vice President and
                                     Chief Financial Officer

                                     August 13, 2002