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SEC Letter

 Phillip P. DePaul

 Vice President, Chief Accounting Officer

 Telephone: (408) 376-6632

 Facsimile: (408) 376-7582

 July 24, 2009

H. Christopher Owings

 Assistant Director

 Division of Corporation Finance

 United States Securities Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549-7410

 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. Owings:

 We are writing in response to the comments we received from Mr. Owings by letter dated July 10, 2009, regarding the above-referenced filings of eBay Inc. (the
“Company”, “we” or “eBay”). For ease of reference in this letter, your comments appear in italics directly above the Company’s responses.

 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 your three reportable segments. Please disclose in tabular form for each period presented the amount or percentage of
total revenue contributed by each class of similar products or services here and in Note 4 and advise us. See Item 101(c)(1)(i) of Regulation S-K and paragraph 37 of SFAS 131.

 H. Christopher Owings

 July
24, 2009

  Page
 2

 Response

 Our three reportable segments, Marketplaces, Payments and Communications, represent our major product categories. Within each of our reportable
segments, we disclose two categories of revenues: (1) net transaction revenues in order to more closely align our net transaction revenue presentation with our key operating metrics, such as Gross Merchandise Volume (GMV) and Total Payment
Volume (TPV) and (2) marketing services and other revenues. Our net transaction revenues from our Marketplaces segment are derived primarily from listing and final value fees paid by sellers. For our Payments segment, net transaction revenues
are generated primarily by fees from merchants for payment processing services. Our Communications segment net transaction revenues are generated primarily from fees charged to users to connect Skype’s VoIP product to traditional
telecommunication networks, which are charged on a per minute basis or on a subscription basis. Our marketing services and other revenues across all reportable segments are derived principally from the sale of advertisements, revenue sharing
arrangements, classifieds fees, lead referral fees, contractual arrangements with third parties that provide services to our users and interest and fees earned on certain Payments customer account balances.

 We have disclosed net transaction revenues and marketing services and other revenue by reportable segment in Item 7, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations”, on page 51 of our Annual Report on Form 10-K for the year ended December 31, 2008. This disclosure on page 51 entitled “Net Revenues by Type” is intended to give readers a view
of our revenues by similar types of products and services across our reportable segments. We will revise future filings to include similar disclosures in tabular format in Item 1, “Business” and in the notes to our financial
statements.

 Item 2. Properties, page 3

2.
Please expand your description of properties owned or leased to address the location and general character of your materially important physical properties. 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 corporate headquarters. Refer to Item 102 of Regulation S-K.

 Response

 We will revise our
disclosure in future Annual Report on Form 10-K filings to provide the requested disclosure regarding our materially important physical

 H. Christopher Owings

 July
24, 2009

  Page
 3

properties. Set forth below is the disclosure we propose to provide in Item 2 of our Annual Report on Form 10-K, using information as of
December 31, 2008:

 “We own and lease various properties in the United States and 25 other countries around the world. We use the
properties for executive and administrative offices, data centers, product development offices and customer service offices. As of December 31, 2008, our owned and leased properties provided us with aggregate square footage of approximately
1.7 million and 2.3 million, respectively. In the United States, we own approximately 1.7 million square feet of space in Denver, Colorado, Draper, Utah, Omaha, Nebraska, Phoenix, Arizona, and San Jose, California. We also maintain
approximately 0.7 million square feet of leased facilities throughout the United States. We maintain 1.6 million square feet of leased facilities internationally in Australia, Austria, Belgium, Canada, China, Czech Republic, Denmark,
Estonia, France, Germany, India, Ireland, Israel, Italy, Japan, Korea, Luxembourg, The Netherlands, Poland, Singapore, Spain, Sweden, Switzerland, Taiwan, and the United Kingdom.

 As of December 31, 2008, the total square footage generally used by each of our Marketplaces, Payments and Communications segments was approximately
2.1 million, 1.6 million and 0.1 million, respectively. Our corporate headquarters located in San Jose, California, generally occupy approximately 0.2 million square feet.

 From time to time we consider various alternatives related to long-term facilities needs. While we believe our existing facilities are adequate to meet
our immediate needs, it may become necessary to lease or acquire additional or alternative space to accommodate any future growth.”

 Item 7. Management’s Discussion and Analysis of Financial Condition and Result of Operations, page 48

 Summary of
Cost of Net Revenues, Operating Expenses, page 54

 Cost of Net Revenues, page 54

3.
 We note you discuss changes in net revenues by reportable segments. In this regard, please revise to discuss the material changes in cost of revenues by
reportable segments so that investors can better understand the drivers behind material changes in cost of revenues within each segment. Your revised

 H. Christopher Owings

 July
24, 2009

  Page
 4

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.

 Response

 We will revise the disclosure related to cost of net revenues in our future Annual Reports on Form 10-K and Quarterly Reports of
Form 10-Q to describe material changes and any known trends or uncertainties by reportable segment. Set forth below is a tabular cost of net revenues disclosure we intend to provide in Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations, of our Form 10-Q for the quarter ended June 30, 2009. The tabular disclosure will be accompanied by a narrative description of material changes and the primary drivers of those changes as well as
any known trends or uncertainties by reportable segment.

Three Months Ended

Six Months Ended

June 30,

Change from
2008 to 2009

June 30,

Change from
2008 to 2009

(in thousands, except percentages)

2008

2009

in Dollars

in %

2008

2009

in Dollars

in %

 Cost of net revenues:

 Marketplaces

$
224,432

$
221,689

$
(2,743
)

(1
)%

$
442,851

$
437,432

$
(5,419
)

(1
)%

 As a percentage of total Marketplaces net revenues

15.4
%

17.6
%

15.1
%

17.6
%

 Payments

266,377

289,140

22,763

9
%

505,261

570,142

64,881

13
%

 As a percentage of total Payments net revenues

44.3
%

43.2
%

42.7
%

43.4
%

 Communications

71,294

80,944

9,650

14
%

139,403

157,585

18,182

13
%

 As a percentage of total Communications net revenues

52.5
%

47.6
%

53.2
%

48.8
%

 Total cost of net revenues

$
562,103

$
591,773

$
29,670

5
%

$
1,087,515

$
1,165,159

$
77,644

7
%

 As a percentage of net revenues

25.6
%

28.2
%

24.8
%

28.3
%

 Consolidated Financial Statements

 Notes to Consolidated Financial Statements, page 81

 Note 1. The Company and Significant Accounting
Policies, page 81

4.
Tell us and disclose your accounting policy for cash and cash equivalents.

 Response

 Our accounting policy for cash and cash equivalents is disclosed in Note 7 –
Fair Value Measurement of Assets and Liabilities on page 96 of our Annual Report on Form 10-K for the year ended December 31, 2008 as follows: “Cash and cash equivalents are short-term, highly liquid investments with original or remaining
maturities of three months or less when purchased.”

 In future Annual Reports we will include our cash and cash equivalents accounting
policy in Note 1 of the notes to our consolidated financial statements.

 H. Christopher Owings

 July
24, 2009

  Page
 5

 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 reserve, whichever is higher, at the end of the transaction term and that final value fees are recognized at the time when the transaction is successfully concluded. Explain 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.

 Response

 Our commerce platform enables a global community of buyers and sellers to interact and trade with one
another. The trade transaction for sale, shipment and delivery of goods is between the buyer and seller, both of which are using our online trading platform to facilitate their transaction. Our customers are the sellers and the principal service we
are providing them the use of our platform to find buyers for their products. Under the terms of our service arrangements with the sellers, they are obligated to pay us for our services when at least one buyer has bid above the seller’s
specified minimum price or reserve price, whichever is higher, at the end of the transaction term. Therefore, the successful conclusion of our service is at the time this occurs. We do not offer any fulfillment services related to the inventory sold
by our sellers and our final value fee is not contingent upon the shipment or passing of title of the goods from the seller to the buyer.

 We considered the revenue recognition criteria in SEC Staff Accounting Bulletin No. 104 (SAB Topic 13-A), “Revenue Recognition in Financial Statements” (“SAB 104”) in determining the appropriate timing of revenue
recognition for revenue derived from final value fees. The following is the basis for our conclusions:

•

 SAB 104 states “Delivery has occurred or services have been rendered” as one of the four revenue recognition criteria that must be met in order to
recognize revenue. SAB 104 states that the delivery or performance has not occurred if the seller has not substantially completed the terms of the sales arrangement. As noted earlier, our obligations to the seller (our customer) under the terms of
the sales arrangement, our services have been rendered to sellers upon successful

 H. Christopher Owings

 July
24, 2009

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 6

conclusion of our service as described above, as this is the point in time when we have fulfilled our obligation of providing a commerce platform for the
seller to sell the item.

•

 We have no significant remaining obligations to the seller after successful conclusion of our service as described above, as we do not provide fulfillment services
or customer support services to the seller.

•

 The seller’s obligation to pay us the final value fee is not contingent upon the shipment or passing of title of the goods from the seller to the buyer.

 Based upon the above noted analysis, we have concluded that our policy of recognizing final value fees as revenue when
at least one buyer has bid above the seller’s specified minimum price or reserve, whichever is higher, at the end of the transaction term, is in compliance with guidance set forth in SAB Topic 13.

 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 common stock. If the market price of our common stock is below that pre-determined price on the maturity date, we are required to
settle these transactions by repurchasing shares of our common stock.” Please tell us and disclose in more detail the significant terms of these transactions and your accounting for the structured equity hedging arrangement. Support your
accounting with the relevant authoritative accounting literature including your considerations of the guidance within SFAS 133 and EITF 00-19 in your response.

 Response

 Accounting Analysis

 The Company’s structured stock repurchase arrangements are commonly known as “capped calls.” The mechanics of capped calls
are detailed in Issue 1 of the September 22, 2003 EITF Agenda Summary (the “Agenda Summary”), which describes the purchase by a company of a zero strike price call on its own stock and the simultaneous sale of a call to a counterparty
bank. Consistent with the example outlined in the Agenda Summary, there are two potential outcomes for capped calls:

 H. Christopher Owings

 July
24, 2009

  Page
 7

•

 The Company is returned cash or stock at the Company’s option, if its stock price at maturity exceeds a pre–determined threshold level; or

•

 The Company is returned shares if its stock price at maturity does not exceed the pre–determined threshold level.

 All terms are set up-front in the contract. The number of shares or the amount of cash the Company receives at maturity cannot change from the parameters
set forth in the contract. In the event that the Company receives shares, the effective price per share is equal to the Company’s up-front payment divided by the pre–determined number of shares specified in the contract. In the event that
the Company receives cash, the amount of cash is equal to the aggregate strike price of the written call option (see description in the Agenda Summary). As noted in the Agenda Summary, the economics of capped calls can also be described as a written
put option on the Company’s own shares for which the Company has prepaid the strike price of the option.

 The entire contract is
accounted for as a single instrument – a note receivable. The embedded written put is not bifurcated because it is not a derivative subject to the provision of SFAS 133. It is not a derivative because it qualifies for the paragraph 11(a) scope
exemption. The embedded written put option is physically settled, gross, and cash settlement cannot be forced upon the issuer; thus under the guidance in EITF 00–19, the embedded written put option would be classified as an equity instrument if
it were a standalone instrument. Because the instrument (i.e. note receivable) involves the receipt of cash only if the Company’s stock price rises and Company does not choose to receive stock, and the receipt of stock if the stock price
declines the instrument should not be treated as an asset but as a reduction to paid–in capital under the guidance in EITF 85–1. Paragraphs 7 and 8 of EITF 00–19 indicate that contracts that require physical settlement or
net–share settlement should be classified as equity. Capped calls require physical settlement of both the purchased and the written calls. In accordance with paragraph 9 of EITF 00–19, capped calls are initially measured at fair value and
subsequent changes in fair value are not recognized.

 Paragraphs 14 through 24 of EITF 00–19 outline the following additional
conditions necessary for equity classificat