Washington, D.C. 20549

eLong, Inc.

(Name of Issuer)

Ordinary Shares, $.01 par value per share

(Title of Class of Securities)

290138205

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		290138205

(1) Expedia Asia Pacific — Alpha Limited (formerly known as IACT Asia Pacific Limited) is the record and beneficial owner of, and has sole voting and dispositive power with respect to, 28,550,704 High-Vote Ordinary Shares of eLong, Inc. The 28,550,704 High-Vote Ordinary Shares represent approximately 95.9% of the voting power of all issued and outstanding shares of capital stock of eLong, Inc. The High-Vote Ordinary Shares are not reportable on this Amendment (as defined below) pursuant to Sections 13(d) and (g) under the Exchange Act of 1934, as amended. In addition, Expedia Asia Pacific — Alpha Limited is the record holder of an option to purchase 156,536 ordinary shares of eLong, Inc., which is not currently exercisable. The option mirrors the terms and conditions of options to purchase ordinary shares of eLong, Inc. granted to certain employees and officers of eLong, Inc. on July 23, 2004. When an eligible eLong, Inc. employee or officer exercises his or her options, a portion of the option held by Expedia Asia Pacific — Alpha Limited equal to 30% of the aggregate number of ordinary shares issued to such employee or officer and issuable to Expedia Asia Pacific — Alpha Limited in connection with such exercise by the employee or officer becomes exercisable by Expedia Asia Pacific — Alpha Limited.

(2) Although Expedia Asia Pacific — Alpha Limited does not hold any ordinary shares of eLong, Inc., it is a party to a certain Investors Agreement dated July 23, 2004 (the “Investors Agreement”) by and among eLong, Inc. and the other parties named therein, including Expedia Asia Pacific — Alpha Limited, Billable Development, Ltd., Lawrence Auriana, Peter Lerner, Ira S. Nordlicht and Helen S. Scott JTWROS, Purple Mountain Holding, Ltd., Mind Trade Assets Limited, Gold Partner Consultants Limited, Top River Assets Limited, Wang Gui Ying, Sun Li Ming and Wang Yi Jie (the “Shareholders”), pursuant to which the Shareholders have agreed to vote any shares of capital stock of eLong, Inc. held by each Shareholder for the election of directors and other matters in the manner provided in the Investors Agreement, including for the election of directors designated by Expedia Asia Pacific — Alpha Limited. By virtue of the Investors Agreement, this Reporting Person may be deemed to beneficially own all of the Record Shares (as defined in Item 4(a)) and is filing this Amendment as part of a group solely with respect to the shared voting power under the Investors Agreement.

(3) Percentage includes only the Record Shares. Taking into account the 28,550,704 High-Vote Ordinary Shares, Expedia Asia Pacific — Alpha Limited controls approximately 95.9% of the voting power of all issued and outstanding shares of capital stock of eLong, Inc.

(4) See footnote 1 for a description of the High-Vote Ordinary Shares and the option to purchase ordinary shares held of record by Expedia Asia Pacific — Alpha Limited. Expedia, Inc., a Washington corporation (“Expedia Washington”), has ultimate voting and investment power over Expedia Asia Pacific — Alpha Limited, which is a party to the Investors Agreement. Therefore, Expedia Washington may be deemed to beneficially own the Record Shares and is filing this Amendment as part of a group solely with respect to the shared voting power under the Investors Agreement.

(5) See footnote 3.

(6) See footnote 1 for a description of the High-Vote Ordinary Shares and the option to purchase ordinary shares held of record by Expedia Asia Pacific — Alpha Limited. Expedia, Inc., a Delaware corporation (“Expedia Delaware”), has ultimate voting and investment power over Expedia Washington, which has ultimate voting and investment power over Expedia Asia Pacific — Alpha Limited, which is a party to the Investors Agreement. Therefore, Expedia Delaware may be deemed to beneficially own the Record Shares and is filing this Amendment as part of a group solely with respect to the shared voting power under the Investors Agreement.

(7) See footnote 3.

(8) See footnote 1 for a description of the High-Vote Ordinary Shares and the option to purchase ordinary shares held of record by Expedia Asia Pacific — Alpha Limited. Barry Diller is the Chairman and Senior Executive of Expedia Delaware. Mr. Diller and Liberty Media Corporation are parties to a Stockholders Agreement (the “Expedia Stockholders Agreement”) relating to Expedia Delaware. Through his own holdings and the Expedia Stockholders Agreement, Mr. Diller generally has the ability to control the outcome of all matters submitted to a vote of Expedia Delaware’s stockholders (except with regard to certain specified matters). Therefore, Mr. Diller may be deemed to beneficially own the Record Shares and is filing this Amendment as part of a group solely with respect to the shared voting power under the Investors Agreement.

(9) See footnote 3.

(10) Represents less than 1% of the voting power of all issued and outstanding shares of capital stock of eLong, Inc.

(11) This Reporting Person is a party to the Investors Agreement. By virtue of the Investors Agreement, this Reporting Person may be deemed to beneficially own all of the Record Shares and is filing this Amendment as part of a group solely with respect to the shared voting power under the Investors Agreement.

(12) Mr. Zhong has the ultimate voting and investment power with respect to Billable Development, Ltd., a party to the Investors Agreement. Therefore, Mr. Zhong may be deemed to beneficially own the Record Shares and is filing this Amendment as part of a group solely with respect to the shared voting power under the Investors Agreement.

(13) Mr. Tang has the ultimate voting and investment power with respect to Purple Mountain Holding, Ltd., a party to the Investors Agreement. Therefore, Mr. Tang may be deemed to beneficially own the Record Shares and is filing this Amendment as part of a group solely with respect to the shared voting power under the Investors Agreement. In addition, Mr. Tang holds 306,250 ordinary shares issuable upon the exercise of options that are vested or that will vest within 60 days from December 31, 2008.

(14) Mr. Chen has the ultimate voting and investment power with respect to Mind Trade Assets Limited, a party to the Investors Agreement. Therefore, Mr. Chen may be deemed to beneficially own the Record Shares and is filing this Amendment as part of a group solely with respect to the shared voting power under the Investors Agreement.

(15) Ms. Huang has the ultimate voting and investment power with respect to Gold Partner Consultants Limited, a party to the Investors Agreement. Therefore, Ms. Huang may be deemed to beneficially own the Record Shares and is filing this Amendment as part of a group solely with respect to the shared voting power under the Investors Agreement.

(16) Mr. Zheng has the ultimate voting and investment power with respect to Top River Assets Limited, a party to the Investors Agreement. Therefore, Mr. Zheng may be deemed to beneficially own the Record Shares and is filing this Amendment as part of a group solely with respect to the shared voting power under the Investors Agreement.

          This Amendment No. 4 (this “Amendment”) amends and restates in its entirety the Statement on Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2005, as amended by Amendment No. 1 filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2006, as further amended by Amendment No. 2 filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2007, as further amended by Amendment No. 3 filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2008.

Item 1.
		(a)		Name of Issuer eLong, Inc.
		(b)		Address of Issuer’s Principal Executive Offices
				Block B, Xingke Plaza 10 Jiuxianqiao Zhonglu Chaoyuag District Beijing 100016 People’s Republic of China
Item 2.
		(a)		Name of Person Filing Expedia Asia Pacific — Alpha Limited, (formerly known as IACT Asia Pacific Limited), Expedia Washington, Expedia Delaware, Barry Diller, Billable Development, Ltd., Xiaojian Zhong, Lawrence Auriana, Sandgrain Securities Inc., Angelo Frank Perrone, Peter Lerner, Ira S. Nordlicht & Helen S. Scott, JTWROS, Purple Mountain Holding, Ltd., Justin Tang, Mind Trade Assets Limited, Richard Chen, Gold Partner Consultants Limited, Faith Huang, Top River Assets Limited, Frank Zheng, Wang Gui Ying, Sun Li Ming and Wang Yi Jie. The persons named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
		(b)		Address of Principal Business Office or, if none, Residence:
				Expedia Asia Pacific — Alpha Limited c/o Expedia, Inc. 333 108th Avenue NE Bellevue, WA 98004 USA
				Expedia, Inc. (Washington) 333 108th Avenue NE Bellevue, WA 98004 USA
				Expedia, Inc. (Delaware) 333 108th Avenue NE Bellevue, WA 98004 USA
				Barry Diller c/o IAC/InterActiveCorp 555 West 18th Street New York, NY 10011 USA
				Billable Development, Ltd. Room 1401, Hung Kei Mansion 8 Victoria Street Central Hong Kong

				Xiaojian Zhong Room 1401, Hung Kei Mansion 8 Victoria Street Central Hong Kong
				Lawrence Auriana 140 E. 45th Street 43rd Floor New York, NY 10017 USA
				Sandgrain Securities Inc. 1050 Franklin Avenue Suite 104 Garden City, NY 11530 USA
				Angelo Frank Perrone c/o Sandgrain Securities Inc. 1050 Franklin Avenue Suite 104 Garden City, NY 11530 USA
				Peter Lerner Harbor Road, Harbor Acres New York, NY 11050 USA
				Ira S. Nordlicht & Helen S. Scott c/o Nordlicht & Hand 645 Fifth Avenue New York, NY 10022 USA
				Purple Mountain Holding, Ltd. #3701, Fortune Plaza 7 Dong San Huan Middle Road Chao Yang District Beijing 100020 People’s Republic of China
				Justin Tang #3701, Fortune Plaza 7 Dong San Huan Middle Road Chao Yang District Beijing 100020 People’s Republic of China
				Mind Trade Assets Limited Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 100020 People’s Republic of China

				Richard Chen Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 100020 People’s Republic of China
				Gold Partner Consultants Limited Jianwai Soho 2-1605 39 East Third Ring Middle Road Beijing 100022 People’s Republic of China
				Faith Huang Jianwai Soho 2-1605 39 East Third Ring Middle Road Beijing 100022 People’s Republic of China
				Top River Assets Limited Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 10020 People’s Republic of China
				Frank Zheng Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 10020 People’s Republic of China
				Wang Gui Ying Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 10020 People’s Republic of China
				Sun Li Ming Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 10020 People’s Republic of China
				Wang Yi Jie Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 10020 People’s Republic of China

		(c)		Citizenship
				The following Reporting Persons are limited liability companies organized under the laws of the British Virgin Islands: Billable Development Ltd., Purple Mountain Holding, Ltd., Mind Trade Assets Limited, Gold Partner Consultants Limited and Top River Assets Limited.
				The following Reporting Person is a limited liability company organized under the laws of the Cayman Islands: Expedia Asia Pacific — Alpha Limited.
				The following Reporting Persons are corporations organized under the laws of the state of Delaware: Sandgrain Securities Inc. and Expedia, Inc. (Delaware).
				The following Reporting Person is a corporation organized under the laws of the state of Washington: Expedia, Inc. (Washington).
				The following Reporting Persons are citizens of the United States: Barry Diller, Lawrence Auriana, Peter Lerner, Ira S. Nordlicht & Helen S. Scott and Angelo Frank Perrone.
				The following Reporting Persons are citizens of the People’s Republic of China: Xiaojian Zhong, Justin Tang, Richard Chen, Faith Huang, Frank Zheng, Wang Gui Ying, Sun Li Ming and Wang Yi Jie.
		(d)		Title of Class of Securities Ordinary Shares, $.01 par value per share
		(e)		CUSIP Number 290138205

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
		(a)		o		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
		(b)		o		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
		(c)		o		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
		(d)		o		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
		(e)		o		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
		(f)		o		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
		(g)		o		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
		(h)		o		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)		o		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
		(j)		o		A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
		(k)		o		Group, in accordance with §240.13d-1(b)(1)(ii)(K).
		Not Applicable.

Item 4.		Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

		(a)		Amount beneficially owned:
				Expedia Asia Pacific — Alpha Limited is the record owner of an option to purchase 156,536 ordinary shares, which is not currently exercisable. By virtue of the fact that Expedia Washington has ultimate voting and investment power over Expedia Asia Pacific — Alpha Limited, Expedia Washington may be deemed to beneficially own such option to purchase such ordinary shares. By virtue of the fact that Expedia Delaware has ultimate voting and investment power over Expedia Washington, which has ultimate voting and investment power over Expedia Asia Pacific — Alpha Limited, Expedia Delaware may be deemed to beneficially own such option to purchase such ordinary shares. Barry Diller is the Chairman and Senior Executive of Expedia Delaware. Mr. Diller and Liberty Media Corporation are parties to a Stockholders Agreement (the “Expedia Stockholders Agreement”) relating to Expedia Delaware. Through his own holdings and the Expedia Stockholders Agreement, Mr. Diller generally has the ability to control the outcome of all matters submitted to a vote of Expedia Delaware’s stockholders (except with regard to certain specified matters). Therefore, Mr. Diller may be deemed to beneficially own the option to purchase 156,536 ordinary shares, which is not currently exercisable, held by Expedia Asia Pacific — Alpha Limited.
				Billable Development, Ltd. is the record owner of 6,341 ordinary shares. By virtue of the fact that Xiaojian Zhong holds ultimate investment and voting power over Billable Development, Ltd., Mr. Zhong may be deemed to beneficially own such ordinary shares.
				Lawrence Auriana is the record owner of 3,911,111.12 ordinary shares. Such 3,911,111.12 ordinary shares held of record by Mr. Auriana are placed in a discretionary account with Sandgrain Securities Inc. with Angelo Frank Perrone being authorized to direct the disposition of such shares. As a result, Sandgrain Securities Inc. and Mr. Perrone may be deemed to beneficially own such 3,911,111.12 ordinary shares.
				Peter Lerner is the record owner of 0.55 ordinary shares.
				Ira S. Nordlicht & Helen S. Scott JTWROS are the record owners of 97,777.78 ordinary shares, of which 97,776 ordinary shares are represented by 48,888 American depositary shares of eLong, Inc. Each American depositary share of eLong, Inc. represents two ordinary shares.
				Purple Mountain Holding, Ltd. is the record owner of 4,151,441.55 shares, which includes (i) 1,438,747.55 ordinary shares, of which 1,245,190 ordinary shares are represented by 622,595 American depositary shares of eLong, Inc., and (ii) 2,906,250 ordinary shares issuable upon the exercise of options held by Purple Mountain Holding, Ltd. that are vested or that will vest within 60 days from December 31, 2008. By virtue of the fact that Justin Tang holds ultimate investment and voting power over Purple Mountain Holding, Ltd., Mr. Tang may be deemed to beneficially own such ordinary shares. In addition, Mr. Tang holds 306,250 ordinary shares issuable upon the exercise of options that are vested or that will vest within 60 days from December 31, 2008.
				Mind Trade Assets Limited is the record owner of 235,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 470,000 ordinary shares in the aggregate. By virtue of the fact that Richard Chen holds ultimate investment and voting power over Mind Trade Assets Limited, Mr. Chen may be deemed to beneficially own such ordinary shares.
				Gold Partner Consultants Limited is the record owner of 161,450 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 322,900 ordinary shares in the aggregate. By virtue of the fact that Faith Huang holds ultimate investment and voting power over Gold Partner Consultants Limited, Ms. Huang may be deemed to beneficially own such ordinary shares.
				Top River Assets Limited is the record owner of 180,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 360,000 ordinary shares in the aggregate. By virtue of the fact that Frank Zheng holds ultimate investment and voting power over Top River Assets Limited, Mr. Zheng may be deemed to beneficially own such ordinary shares.
				Wang Gui Ying is the record owner of 160 ordinary shares.
				Wang Yi Jie is the record owner of 42,736 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 85,472 ordinary shares in the aggregate.

				Sun Li Ming is the record owner of 40,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 80,000 ordinary shares in the aggregate.
				All ordinary shares and options to purchase ordinary shares referenced above (except for the options to purchase ordinary shares held by Mr. Tang) are collectively referred to herein as the “Record Shares.”
				Each of the Reporting Persons (except for Sandgrain Securities Inc. and Mr. Perrone) shares voting power of the Record Shares owned by the other Reporting Persons (except for Sandgrain Securities Inc. and Mr. Perrone) by virtue of the Investors Agreement and with respect to Expedia Washington, Expedia Delaware and Barry Diller, and Messrs. Tang, Zhong, Chen, Zheng and Ms. Huang, by virtue of the fact that they have direct or indirect ultimate investment and voting power over Expedia Asia Pacific — Alpha Limited, Purple Mountain Holding, Ltd., Billable Development, Ltd., Mind Trade Assets Limited, Top River Assets Limited and Gold Partner Consulting Limited, respectively. Therefore, each Reporting Person (except for Sandgrain Securities Inc. and Mr. Perrone) may be deemed to beneficially own all of the Record Shares.
				Each Reporting Person disclaims beneficial ownership of ordinary shares and options to purchase ordinary shares referred to herein except for the ordinary shares and options, if any, such Reporting Person holds of record.

(b)		Percent of class:
		Each Reporting Person except for Sandgrain Securities Inc. and Messrs. Perrone and Tang: 44.3%.
		Sandgrain Securities Inc. and Mr. Perrone: 21.1%.
		Justin Tang: 45.1%.
		The foregoing percentages are calculated based on 21,430,437 ordinary shares of eLong, Inc. issued and outstanding as of December 31, 2008, as adjusted pursuant to Rule 13d-3(d)(1).
(c)		Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote
			0 ordinary shares for Expedia Asia Pacific — Alpha Limited, Expedia Washington, Expedia Delaware and Barry Diller.*
			6,341 ordinary shares for Billable Development and Xiaojian Zhong.
			3,911,111.12 ordinary shares for Lawrence Auriana.
			0 ordinary shares for Sandgrain Securities Inc. and Mr. Perrone.
			0.55 ordinary shares for Peter Lerner.
			97,777.78 ordinary shares for Ira S. Nordlicht & Helen S. Scott JTWROS, of which 97,776 ordinary shares are represented by 48,888 American depositary shares of eLong, Inc. Each American depositary share of eLong, Inc. represents two ordinary shares.
			4,151,441.55 ordinary shares for Purple Mountain Holding, Ltd., of which 1,245,190 ordinary shares are represented by 622,595 American depositary shares of eLong, Inc., and 4,457,691.55 ordinary shares for Justin Tang. Each American depositary share of eLong, Inc. represents two ordinary shares.
			235,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 470,000 ordinary shares in the aggregate for Mind Trade Assets Limited and Richard Chen.
			161,450 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 322,900 ordinary shares in the aggregate for Gold Partner Consultants Limited and Faith Huang.
			180,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 360,000 ordinary shares in the aggregate for Top River Assets Limited and for Frank Zheng.
			160 ordinary shares for Wang Gui Ying.
			42,736 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 85,472 ordinary shares in the aggregate for Wang Yi Jie.
			40,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 80,000 ordinary shares in the aggregate for Sun Li Ming.
			* See also footnotes 1 and 3 for a description of Expedia Asia Pacific — Alpha Limited’s ownership of 28,550,704 High-Vote Ordinary Shares.
	(ii)		Shared power to vote or to direct the vote
			9,485,204 ordinary shares for each Reporting Person except for Sandgrain Securities Inc. and Perrone.

	(iii)		Sole power to dispose or to direct the disposition of
			0 ordinary shares for Expedia Asia Pacific — Alpha Limited, Expedia Washington, Expedia Delaware and Barry Diller.*
			6,341 ordinary shares for Billable Development and Xiaojian Zhong.
			0 ordinary shares for Lawrence Auriana.
			3,911,111.12 ordinary shares for Sandgrain Securities Inc. and Mr. Perrone.
			0.55 ordinary shares for Peter Lerner.
			97,777.78 ordinary shares for Ira S. Nordlicht & Helen S. Scott JTWROS, of which 97,776 ordinary shares are represented by 48,888 American depositary shares of eLong, Inc. Each American depositary share of eLong, Inc. represents two ordinary shares.
			4,151,441.55 ordinary shares for Purple Mountain Holding, Ltd., of which 1,245,190 ordinary shares are represented by 622,595 American depositary shares of eLong, Inc., and 4,457,691.55 ordinary shares for Justin Tang. Each American depositary share of eLong, Inc. represents two ordinary shares.
			235,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 470,000 ordinary shares in the aggregate for Mind Trade Assets Limited and Richard Chen.
			161,450 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 322,900 ordinary shares in the aggregate for Gold Partner Consultants Limited and Faith Huang.
			180,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 360,000 ordinary shares in the aggregate for Top River Assets Limited and Frank Zheng.
			160 ordinary shares for Wang Gui Ying.
			42,736 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 85,472 ordinary shares in the aggregate for Wang Yi Jie.
			40,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 80,000 ordinary shares in the aggregate for Sun Li Ming.
			* See also footnotes 1 and 3 for a description of Expedia Asia Pacific — Alpha Limited’s ownership of 28,550,704 High-Vote Ordinary Shares.
	(iv)		Shared power to dispose or to direct the disposition of
			0 shares for each Reporting Person.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Exhibit 1.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date  February 17, 2009

*Except with respect to Expedia Asia Pacific — Alpha Limited, Expedia Washington, Expedia Delaware and Barry Diller (collectively, “Expedia Reporting Persons”), this Amendment is executed pursuant to a Power of Attorney, filed with the Securities and Exchange Commission on February 14, 2005, in connection with a Schedule 13G for eLong, Inc., which Power of Attorney is incorporated herein by reference, and a copy of which is attached hereto as Exhibit 3. Good faith efforts have been made to contact those Reporting Persons that are not the Expedia Reporting Persons for updated information to be included in this Amendment, but failed to generate any response from those Reporting Persons (except from Lawrence Auriana, Peter Lerner, Ira S. Nordlicht & Helen S. Scott, JTWROS, Purple Mountain Holding, Ltd., and Justin Tang); and as a result, this Amendment is executed on behalf of those Reporting Persons that did not respond in reliance on their respective information contained in the Amendment No. 3 filed with the Securities and Exchange Commission on February 14, 2008.

Exhibit 1

Identity of Group Members

The members of the group filing this Amendment pursuant to §240.13d-1(d) are as follows:

1. Expedia Asia Pacific — Alpha Limited

2. Expedia Washington

3. Expedia Delaware

4. Barry Diller

5. Billable Development, Ltd.

6. Xiaojian Zhong

7. Lawrence Auriana

8. Peter Lerner

9. Ira S. Nordlicht and Helen S. Scott JTWROS

10. Purple Mountain Holding, Ltd.

11. Justin Tang*

12. Mind Trade Assets Limited

13. Richard Chen

14. Gold Partner Consultants Limited

15. Faith Huang

16. Top River Assets Limited

17. Frank Zheng

18. Wang Gui Ying

19. Sun Li Ming

20. Wang Yi Jie

Exhibit 2

AGREEMENT

WHEREAS, the undersigned are beneficial owners, as determined pursuant to Rule 13d-3 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, of certain Ordinary Shares, $.01 par value, of eLong Inc. (“Ordinary Shares”).

NOW, THEREFORE,

1. The undersigned acknowledge and agree that the foregoing amended and restated statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, this Agreement has been signed by the undersigned as of the 17th day of February, 2009.

          Except with respect to Expedia Asia Pacific — Alpha Limited, Expedia Washington, Expedia Delaware and Barry Diller, this Agreement is executed pursuant to a Power of Attorney, filed with the Securities and Exchange Commission on February 14, 2005, in connection with a Schedule 13G for eLong, Inc., which Power of Attorney is incorporated herein by reference, and a copy of which is attached hereto as Exhibit 3.

Exhibit 3

AGREEMENT AND POWER OF ATTORNEY

     WHEREAS, the undersigned are beneficial owners, as determined pursuant to Rule 13d-3 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, of certain Ordinary Shares, $.01 par value, of eLong Inc. (“Ordinary Shares”).

     NOW, THEREFORE,

     1. The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

     2. The undersigned (except for IACT Asia Pacific Limited, Expedia, Inc., IAC/InterActiveCorp and Barry Diller) hereby severally constitute and appoint Justin Yue Tang and Derek Palaschuk and each of them singly, our true and lawful attorneys, with full power to them, and each of them to sign for us, and in our names and in the capacities indicated below, the Schedule 13G relating to the Ordinary Shares owned by us and any and all amendments thereto filed or to be filed with the Securities and Exchange Commission with respect to any agreement entered into by us relating to the Ordinary Shares owned by us, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to said Schedule 13G and any and all amendments thereto.

     This Power of Attorney shall remain in full force and effect until each of the undersigned who are giving this Power of Attorney are no longer required to file a Schedule 13G or any amendments thereto with respect to the undersigneds’ beneficial ownership of the Ordinary Shares of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys.

     IN WITNESS WHEREOF, this Agreement has been signed by the undersigned as of the 14th day of February, 2005.

IN WITNESS WHEREOF, this Agreement and Power of Attorney has been signed as of the 14th day of February, 2005.