SecProbe.io

Mail Stop 3561           July 10, 2009   John Donahoe President and Chief Executive Officer eBay Inc. 2145 Hamilton Avenue San Jose, California  952125
 Re: eBay Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008   Filed February 20, 2009   Definitive Proxy Statement on Schedule 14A   Filed March 19, 2009   File No. 000-24821

Dear Mr. Donahoe:   We have reviewed your filing and have the following comments.  You should comply
with the comments in all future filings, if app licable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail how you intend to comply by providing us with your
proposed revisions.  If you disagree, we will cons ider your explanation as  to why our comments
are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we ma y ask you to provide us with information so we
may better understand your disclosure.  After reviewing this inform ation, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2008

Item 1.  Business, page 1
Overview, page 1
1. We note that you offer various  products or  services within y our three reportable
segments.  Please disclose in tabular fo rm for each period presented the amount or
percentage of total revenue contributed by each class of similar products or services here

John Donahoe
eBay Inc. July 10, 2009 Page 2
and in Note 4 and advise us.  See Item 101( c)(1)(i) of Regulation S-K and paragraph 37
of SFAS 131.

Item 2.  Properties, page 3

2. Please expand your description of properties ow ned or leased to address the location and
general character of your materi ally important physical propert ies.  In this regard, we
note that you own and lease properties in the United States and 25 other countries, but
you only provide the location of your corporat e headquarters.  Refer to Item 102 of
Regulation S-K.

Item 7.  Management’s Discussion and Anal ysis of Financial C ondition and Result of
Operations, page 48
Summary of Cost of Net Revenue s, Operating Expenses, page 54
Cost of Net Revenues, page 54
3. We note you discuss changes in net revenues by reportable segment.  In this regard,
please revise to discuss the material changes in cost of revenues by reportable segment so
that investors can better unde rstand the drivers behind the ma terial changes in cost of
revenues within each segment.  Your revised disclosure should also identify any known trends or uncertainties that have had or that you reasonably expect will have a material
favorable or unfavorable impact on future  earnings.  Refer to Item 303(a)(3) of
Regulation S-K.

Consolidated Financial Statements

Notes to Consolidated Financial Statements, page 81
Note 1.  The Company and Significa nt Accounting Policies, page 81
4. Tell us and disclose your accounting polic y for cash and cash equivalents.

Revenue Recognition, page 84
5. Refer to the second paragraph of the above referenced section on page 84. We note your
disclosures that a transaction is considered  successfully concluded when at least one
buyer has bid above the seller’s specified minimum price or re serve, whichever is higher,
at the end of the transaction term and that fi nal value fees are recogni zed at the time when
the transaction is successfully concluded. Expl ain to us how this revenue earning process
complied with SAB Topic 13 given that the title of the goods transacted has not yet
passed to the buyer.

John Donahoe
eBay Inc. July 10, 2009 Page 3  Note 14. Common Stock, page 102

Treasury Stock, page 103
6. We note your disclosure that “[f]rom time to  time, we enter into structured equity
hedging transactions…if the market price of our common stock exceeds a pre-determined
price on the maturity date, we have the option to settle these transactions in cash or by
repurchasing share of our co mmon stock. If the market pr ice of our common stock is
below that pre-determined price on the maturity date, we are required to settle these transactions by repurchasing shar es of our common stoc k.”  Please tell us  and disclose in
more detail the significant terms of thes e transactions and yo ur accounting for the
structured equity hedging arrangement.  Support your accounting with the relevant
authoritative accounting literatur e including your considerations  of the guidance within
SFAS 133 and EITF 00-19 in your response.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 46
Elements of Compensation/Executive  Compensation Practices, page 50
7. We note your disclosure in the third paragra ph on page 51 that your executive officers
fall into four different job levels, and fo r 2008, your named executive officers fell into
three different job levels.  We note similar di sclosure in the last paragraph of page 54.
Please expand your disclosure to address the fa ctors that define each of these job levels
and specify the executive officers that fall within each level.

Equity Incentive Awards, page 53
Performance –Based Restri cted Stock Units, page 55
8. In the second sentence of the second paragra ph on page 56 you seem to indicate that there
are only two performance measures considered  in granting performance-based restricted
stock units.  It appears, however, that you utilize three measures of performance, FX-
neutral revenue targets, N on-GAAP operating margin target s, and return on invested
capital.  Please revise your disclosure acco rdingly or explain why you do not believe any
revision is needed.

* * *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a lett er that keys your respon ses to our comments and
provides any requested information.  Detailed le tters greatly facilitate  our review.  Please
understand that we may have additional commen ts after reviewing your responses to our
comments.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings include all information required under the Securities

John Donahoe
eBay Inc. July 10, 2009 Page 4  Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the adequacy and accuracy of
the disclosures they have made.
 In connection with responding to our comment s, 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 disclosure  in response to staff comments do not
foreclose the Commission from taking any 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 person under the federal secu rities 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 sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
 Please contact Milwood Hobbs, Accountant, at (202) 551-3241 or, in his absence,
Andrew Mew, Accounting Branch Chief, at (202) 551-3377 if you have questions regarding
comments on the financial statements and rela ted matters.  You may contact Chris Chase,
Attorney-Advisor, at (202) 551-3485 or me at (202) 551-3725 with any other questions.

Sincerely,

H. Christopher Owings Assistant Director