SecProbe.io

August 21, 2007  Mail Stop 3561

By U.S. Mail and facsimile to (408) 376-7514

Margaret C. Whitman President and Chief Executive Officer eBay Inc. 2145 Hamilton Avenue San Jose, CA 95125

Re: eBay Inc.
 Definitive 14A
Filed April 30, 2007
 File No. 0-24821

Dear Ms. Whitman:
 We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s  focused review of executive compensation
disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Margaret C. Whitman
eBay Inc. August 21, 2007 Page 2  Our Corporate Governance Practices, page 6

1. Provide the disclosure required by Item 407(a)(3) of Regulation S-K.  For each
director and nominee for dire ctor that is identified as  independent, describe, by
specific category or type, any transacti ons, relationships or arrangements, not
disclosed pursuant to Item 404(a) that were considered by the board of directors
under the applicable independence definitions  in determining that the director is
independent.  See also Instruction 3 to Item 407(a).
 Compensation Discussion and Analysis, page 30

2. Individual officer performance is one of the factors considered in making
executive compensation decisions.  In pa rticular, you indicate  that half of
quarterly incentive awards are base d upon individual performance.  Please
disclose how the specific forms of compensation are structured and implemented to reflect each named executive office r’s individual performance and/or
individual contribution to th ese items of the registrant’s performance, describing
the elements of individual performance a nd/or contribution ta ken into account.
See Item 402(b)(2)(vii) of Regulation S-K.
 3. Refer to Release 33-8732A, Section II. B.1.  The Compensation Discussion and
Analysis should be sufficiently precise to identify material differences in
compensation policies with respect to i ndividual executive officers.  Please
explain the reasons for the differences in  the amounts of compensation awarded to
the named executive officers.  For example, in 2006, Ms. Whitman received option grants that were significantly great er than the amount received by the other
named executive officers.  We direct your  attention to Item 402(b)(2)(vii) of
Regulation S-K.
 Competitive Considerations, page 31

4. Provide clear analysis as to  how the peer group benchmark information is used in
determining total or individual elements of compensation.  For example, explain
what you mean by your cash compensation for executives being “somewhat higher” than the median level and explai n how the pay practices of companies in
your peer groups are used to determine base salaries.
 Short-term Cash Incentive Awards, page 33

5. You state that annual target s are ordinarily set within  90 days of commencement
of the year.  Disclose the 2007 performance targets that were known as of the time
of the filing of the proxy statement, including the pe rformance targets for the
2007 performance based restricted stock uni ts, consistent with Instruction 2 to
Item 402(b), or provide a supplemental analys is as to why it is appropriate to omit

Margaret C. Whitman
eBay Inc. August 21, 2007 Page 3
these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K.  To the
extent that it is appropriate to omit speci fic targets, please provide the disclosure
pursuant to Instruction 4 to Item 402(b).  General statements regarding the level
of difficulty, or ease, associated w ith achieving performance goals either
corporately or individually are not sufficien t.  In discussing how likely it will be
for the company to achieve the target leve ls or other factors, provide as much
detail as necessary without providing info rmation that poses a reasonable risk of
competitive harm.
 Long-term Equity Incentive Awards, page 35

6. When discussing long-term equity incentiv e awards, provide an  analysis of how
you arrived at and why you paid each of the particular levels and forms of
compensation for 2006.  While you provide a detailed discussion as to how the annual long-term incentive aw ard guidelines are set, you should provide a more
general discussion of the factors considered  in determining the actual focal grants.
The current disclosure indicates that focal  grants are based on performance of the
individual, job level, future potential c ontributions to the company, etc.  Please
analyze how the committee’s considerati on of these factor s and the others
mentioned resulted in the amounts pa id for long-term equity incentives.

7. You state that the proprieta ry third-party survey pr ovides data on the equity
guidelines of companies in the high-tech i ndustry.  It appears from the disclosure
in this section that your long-term incentive award guide lines are benchmarked to
the companies included in this survey.  Therefore, please disclose the companies in the high-tech industry that are part of the third-party survey.  See Item
402(b)(2)(xiv) of Regulation S-K.

8. The Compensation Committee may make special compensation-related decisions
for performance, recognition, long-term re tention value, and/or other recruitment
purposes that cause individual compensati on to differ from the regular stated
compensation strategy and guidelines.  Provi de clear disclosure as to whether any
special compensation-related decisions we re made in 2006 for any of the named
executive officers and, if so, clearl y state how the compensation differed.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Margaret C. Whitman
eBay Inc. August 21, 2007 Page 4    When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3357 with any questions.

Sincerely,

Pam Howell
Special Counsel