Sohu.com (SOHU)

Items 1.01. Entry into a Material Definitive Agreement.

On April 11, 2005, Sohu.com Inc. (the “Company”), through Sohu.com Limited, a wholly-owned subsidiary of the Company incorporated in the Cayman Islands, entered into a Share Purchase Agreement (the “Purchase Agreement”) with the shareholders of GO2MAP Inc., a company incorporated in the Cayman Islands (“Go2Map”), and the shareholders of Beijing Tu Xing Tian Xia Information Consultancy Co., Ltd., a wholly-domestic owned limited liability company established and existing under the laws of the People’s Republic of China and an affiliate of Go2Map (“Go2MAP ICP”), to acquire all of the issued and outstanding capital stock of Go2Map and all of the registered share capital of Go2MAP ICP. The purchase price for the capital stock of Go2Map and the registered capital of Go2MAP ICP will consist of $11.8 million, of which US$400,000 has been paid as of the signing of the Purchase Agreement, US$8.9 million will be paid upon the closing of the acquisition and an additional amount, not to exceed US$2.5 million, will be paid over 2 years after the closing of the Purchase Agreement, subject to the satisfaction and attainment of certain post closing operating and financial milestones of Go2Map and Go2MAP ICP.

A copy of the Purchase Agreement will be filed with the Company’s Quarterly Report on Form 10-Q for the three-months ended June 30, 2005.

A copy of the press release issued by the Company regarding the foregoing is attached to this report as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits

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SIGNATURES

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

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