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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





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FORM 10-Q/A



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



| | FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
| | -------------------------------------------------



OR



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



| | FOR THE TRANSITION PERIOD FROM  TO
| | ----------------------------------



COMMISSION FILE NUMBER: 0-30961



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Sohu.com Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 98-0204667                          
|(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |  | (I.R.S. EMPLOYER IDENTIFICATION NO.)



Suite 1519, Tower 2

Bright China Chang An Building

7 Jianguomen Nei Avenue

Beijing 100005

Peoples Republic of China

86-10-6510-2160

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,

OF REGISTRANTS PRINCIPAL EXECUTIVE OFFICES)



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes    x    No ̈



The number of shares
outstanding of each of the issuers classes of common stock, as of the latest practicable date:



|                              |  |                                
|----------------------------- |  | -------------------------------
|Class                         |  | Outstanding at October 31, 2003
|Common stock, $.001 par value |  | 35,994,859                     



This Form 10-Q/A
amends our quarterly report on Form 10-Q for the quarter ended September 30, 2003 solely with respect to Exhibit 10.1 thereto. The only changes to the original filing are the inclusion of an amended and restated Exhibit 10.1 to reflect comments we
received from the Division of Corporation Finance of the Securities and Exchange Commission. We have made no other changes to the previously filed Form 10-Q except to note above that we are an accelerated filer.



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SIGNATURES



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



|                      |  |  |  |               |  |     |  |                                 
|--------------------- |  |  |  | ------------- |  | --- |  | --------------------------------
|                      |  |  |  | SOHU.COM INC.
|                      |  | 
|Dated: March 26, 2004 |  |  |  |              
|                      |  |  |  |              
|                      |  |  |  |               |  | By: |  | /s/    Carol Yu                 
|                      |  |  |  |               |  |     |  |                                 
|                      |  |  |  |               |  |     |  | Carol Yu Chief Financial Officer



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Sohu.com Inc.

Quarterly Report on Form 10-Q/A For Quarter Ended September 30, 2003



EXHIBITS INDEX10.1

Hosting Service Agreement effective July 21, 2003 between Beijing Sohu New Era Information Technology Co., Ltd., Sales Office of Beijing Communication Corporation and Beijing Sohu Internet
Information Service Co., Ltd. (portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC).




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