Edgar Filing: SOHU COM INC

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 ^*

MA MARY

2. Issuer Name and Ticker or Trading Symbol
SOHU COM INC [SOHU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

LEVEL 12, VISION INTERNATIONAL CENTER, NO. 1 UNIT, ZHONGGUANCUN EAST ROAD

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2006

(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

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (right to acquire common stocks)

$ 0

07/25/2006

5,000

01/25/2007⁽¹⁾

07/25/2016

Common Stock

5,000

$ 0 ⁽²⁾

5,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MA MARY LEVEL 12, VISION INTERNATIONAL CENTER NO. 1 UNIT, ZHONGGUANCUN EAST ROAD BEIJING, F4 100084	X

Signatures

/s/ Mary Ma		07/31/2006
^**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)	5000 restricted stock units were granted on July 25, 2006, with vesting to occur 50% on January 25, 2007 and 50% on July 25, 2007. Upon vesting of each restricted stock unit, at the Company's election, the Company shall issue either one share of common stock for each restricted stock unit vesting at such time or an amount of cash equal to the fair market value of one share of common stock of the Company for each restricted stock unit vesting at such time.
(2)	Restricted stock units were granted in consideration of services as a director.
Remarks: On July 25, 2006, the Board also approved a grant of restricted stock units on January 1 of each succeeding year in such amount as may be equal to $100,000 divided by the then-fair market value of the Company's common stock, rounded up the nearest 100. Such grants will be made to each then-sitting independent director, provided that each such grant is subject to modification or repeal prior to such grant.

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