SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3268
August 24, 2009
  Via Facsimile at (650) 463-2600 and U.S. Mail

 Joseph M. Yaffe, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025

 Re: eBay Inc.
  Schedule TO-I filed August 10, 2009
  File No. 5-55743
Dear Mr. Yaffe:

We have reviewed the above filing and have the following comments.  All defined terms
in this letter have the same meaning as in the Offer to Excha nge filed as exhibit 99.(a)(1)(i) to
the Schedule TO-I, unless otherwise indicated.  Where indicated, we think you should revise the
document in response to these comments.  If you disagree, 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.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.  After reviewing this information, 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 filing.  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 fr ee to call us at the
telephone number listed at th e end of this letter.
 Schedule TO

Offer to Exchange, cover page and pages i-iii
1. You state on page i of your Offer to Excha nge that option holders are only eligible to
participate in the offer if they do not reside in a country where the offer is prohibited under local regulations as of the date of co mpletion.  We also note similar statements on
pages iv and 56.  The all-holders provision in Rule 13e-4(f)(8 )(i) applies equally to U.S.
holders as well as non-U.S. holders.  Refer to  the interpretive guida nce in Section II.G.1

Joseph M. Yaffe, Esq.
Latham & Watkins LLP
August 24, 2009 Page 2
of Release No. 34-58597.  While the Comm ission’s March 21, 2001 Global Exemptive
Order provides some relief from the requirement to make a tender offer available to all target security holders , you must establish th at your eligibility cr iteria excluding certain
holders of target securities are compensation-related.  Please explain in your response
letter how the exclusion of em ployees in certain foreign jurisdictions is related to a
compensatory purpose, or revise to include them in the offer.
 2. Refer to the last sentence in the first paragr aph on page ii.  It app ears that the amount of
the cash payment in exchange for certain op tion holders’ tendered options will not be
determined until the expiration date of the offer.  Thus, option holders will not know all
of material terms of the offer until shortly before or even after the expiration time, which is inconsistent with Item 4 of Schedule TO and Item 1004(a) of Regulation M-A.  Please
advise, or revise your offer.  If you revi se your offer, please consider providing
sufficient
time for these option holders to consider whether to tender or withdraw following the
announcement of the material terms of the offer.   In this regard, Rules 13e-4(f)(1)(ii) and
14e-1(b) require that you exte nd the offering period for any in crease or decrease in the
consideration offered so at least ten busi ness days remain in the offer after the
information is first sent to option holders.  If you do not intend to revise the offer in
compliance with the time frame set forth in Ru le 13e-4(f)(1)(ii), then  provide us with a
legal analysis explaining how your revised offer would comply  with Rules 13e-4(f)(1)(ii)
and 14e-1(b).  Also consider providing these option holders with a means, such as a web-
based tool, that would enable them to ascer tain the possible amount of cash they would
receive based on hypothetical closing prices  throughout the remainder of the offering
period.
 Conditions of the Offer, page 42

 3. In the fourth bullet point on page 43, you c ondition your offer on there not being “any
rules or regulations” that have been “enacted, enforced, or deemed applicable to eBay.”
This condition may be so broad as to render th e offer illusory.  Revise your disclosure so
that the condition is specific and capable of objective verification when satisfied.
 Legal Matters, page 52

 4. You state that you will not gr ant RSUs if you are prohibited by law from doing so.  While
you may condition your offer on compliance with applicable law, all conditions other than regulatory approvals must be satisfied or waived prior to the expi ration of the offer.
See Rule 14e-1(c).  Please revise.
 Closing

As appropriate, please amend your filing in re sponse to these comments.  You may wish
to provide us with marked copies of the amende d filing to expedite our review.  Please furnish a
cover letter with your amended filing that keys  your responses to our comments and provides

Joseph M. Yaffe, Esq.
Latham & Watkins LLP August 24, 2009 Page 3  any requested supplemental information.  Detailed cover letters greatly fa cilitate our review.
Please understand that we may have additional comments after reviewing your amended filing
and responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all material information
to investors.  Since the company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy 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
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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 direct any questions regarding our comments to me at (202) 551-3267.

        S i n c e r e l y ,
           J u l i a  E .  G r i f f i t h          S p e c i a l  C o u n s e l          O f f i c e  o f  M e r g e r s          and Acquisitions