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SEC Response Letter

 eBay Inc.

2065 Hamilton Avenue

San Jose, CA 95125

 June 27, 2011

 Via EDGAR and Fax (202-772-9202)

 Division of Corporation Finance

Securities and Exchange Commission

 Mail Stop
3561

 100 F Street, N.E.

 Washington
D.C. 20549

 Attention:    Mr. Christopher Owings

    Mr. Andrew D. Mew

    Ms. Donna Di Silvio

    Mr. Milwood Hobbs

    Ms. Angie Kim

  Re:
    eBay Inc.

     Form 10-K for the Fiscal Year Ended December 31, 2010

     Filed January 28, 2011

    Form 10-Q for the Quarterly Period Ended March 31, 2011

    Filed April 29, 2011

     Definitive Proxy Statement on Schedule 14A

    Filed March 21, 2011

     File No. 000-24821

 Ladies and Gentlemen:

Thank you for your letter dated June 13, 2011 addressed to eBay Inc. (the “Company”) setting forth comments of the staff
(the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) regarding the documents listed above.

To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment
letter, which are reproduced in italics below. Our responses follow each comment.

 Form 10-K for the Fiscal Year Ended
December 31, 2010

 Item 1. Business, page, 1

 Overview, page 1

1.
We note your statement on page 46 that you “generate the majority of [y]our revenues internationally.” To the extent applicable, please disclose the
information required by Item 101(d)(1)(ii) and Item 101(d)(3) of Regulation S-K. Please see Instruction 1 to Item 101 of Regulation S-K.

 Securities and Exchange Commission

 June 27, 2011

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 Company response:

 We respectfully guide the Staff to page 11 of our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”) where we discuss our “Segments and Geographic
Information”. We refer the reader to “Note 6 – Segments” in our consolidated financial statements included in the 2010 Form 10-K in lieu of presenting duplicative information.

To address the Staff’s comment relating to Item 101(d)(3) of Regulation S-K, we plan to add a statement to the following effect in future
filings on Forms 10-K and 10-Q:

 Because we generated the majority of our revenues internationally in recent
periods, including the years ended December 31, — [and —] [and the first — months of —], we are subject to the risks of doing business in foreign countries as discussed under “Item 1A – Risk Factors.”

 This language will be included under “Results of Operations” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and will be revised
appropriately, if necessary, to reflect facts and circumstances existing from time to time.

2.
We note your disclosure on pages one and two discussing your Marketplaces and Payments segments. Please provide a measure of profit or loss and total assets for each
of these segments. Please see Item 101(b) of Regulation S-K.

 Company response:

We respectfully guide the Staff to page 11 of our 2010 Form 10-K where we discuss our “Segments and Geographic Information”. We refer the reader
to “Note 6 – Segments” in our consolidated financial statements included in the 2010 Form 10-K in lieu of presenting duplicative information.

 Other Items, page 10

 Intellectual Property, page 11

3.
We note your statement that you “regard the protection of [y]our intellectual property as critical to [y]our success.” To the extent material to an
understanding of your business, please disclose the importance to each segment and the duration and the effect of all patents, trademarks and licenses. Please see Item 101(c)(1)(iv) and Instruction 1 to Item 101 of Regulation S-K.

 Company response:

 We have a broad portfolio of intellectual property that includes patents, patent applications, domain names, trademarks and copyrights. However, apart from the “eBay” and “PayPal”
trademarks, we do not believe that any individual item of intellectual property is critical to an understanding of our business. Accordingly, except as noted below, we respectfully submit that the identification of specific items of intellectual
property or the disclosure of their specific terms would not be meaningful to investors and, in any event, is not required under Item 101(c)(1)(iv) and Instruction 1 to Item 101 of Regulation S-K. However, in future filings on
Form 10-K, we will expressly indicate the importance of the eBay and PayPal trademarks to our business. For example, in future filings on Form 10-K we intend to revise the first sentence appearing under the caption “Intellectual Property”
on page 11 of our 2010 Form 10-K to read as follows:

 We regard the protection of our intellectual property,
particularly the eBay and PayPal trademarks, as critical to our success.

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 Likewise, we plan to add a similar statement in the Risk Factors section in future filings on Forms 10-K
and 10-Q. For example, in future filings we intend to revise the first sentence appearing under the caption “We may be unable to protect or enforce or own intellectual property rights adequately” on page 38 of our 2010 Form 10-K to read as
follows:

 We regard the protection of our intellectual property, including our trademarks (particularly those
covering the eBay and PayPal names), patents, copyrights, domain names, trade dress and trade secrets, as critical to our success.

Item 1A. Risk Factors, page 11

4.
Please delete the last sentence in the first paragraph in which you state that other events that you do not currently anticipate or currently deem immaterial may
adversely affect your results of operations and financial condition. Please note that all material risks should be described in your disclosure. If risks are not deemed material, you should not reference them.

Company response:

 We will delete this
sentence in future filings on Forms 10-K and 10-Q.

 Item 3: Legal Proceedings, page 39

5.
We note press releases dated July 2010 discussing a legal proceeding initiated by XPRT Ventures where you are being sued for approximately $3.8 billion in
monetary damages. We further note you do not appear to discuss this proceeding in your filing. To the extent material, please provide the information required by Item 103 of Regulation S-K for this matter.

Company response:

 We respectfully
advise the Staff that, as disclosed on page 17 of in our 2010 Form 10-K under “Item 1A. Risk Factors—We are subject to patent litigation,” we, like many other large companies in the technology industry, have repeatedly been sued for
alleged patent infringement.

 After due consideration, we determined that the litigation brought by XPRT Ventures (“XPRT”) is not
material for purposes of Item 103 of Regulation S-K. While the aggregate amount of the damages sought in this action does not fit within the safe harbor provided by Instruction 2 to Item 103 of Regulation S-K, we have evaluated whether the
litigation is material considering both quantitative and qualitative factors.

 We based our conclusion upon, among other things, our
considerable past experience in dealing with intellectual property lawsuits; the early stage of the litigation; the relative strengths and weaknesses of the claims asserted; the various defenses available to us; the extent to which XPRT is likely or
unlikely to prevail in its claims; the extent to which XPRT is likely or unlikely to recover all or some part of its alleged damages or to receive injunctive relief; and the pending reexamination by the U.S. Patent and Trademark Office of patents
asserted by XPRT in the litigation. We note that, in its first amended complaint, XPRT dropped its trade secrets claim. Based on our consideration of these quantitative and qualitative factors, we concluded that the litigation is not a material
legal proceeding within the meaning of the first sentence of Item 103 of Regulation S-K. Furthermore, patent lawsuits by non-practicing entities are common in the technology industry. We consider this matter to be ordinary routine litigation
incidental to our business within the meaning of Item 103 of Regulation S-K, and we believe it important to avoid disclosure of spurious or immaterial claims so that investors can focus on lawsuits that we believe are of true importance to an
understanding of our business.

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 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Results of Operations, page 46

6.
Under Provision for Income Taxes on page 53 you state your provision for income taxes differs from the amount computed by applying the statutory
U.S. federal rate due primarily to foreign income with lower tax rates and tax credits. Please provide disclosure to explain in greater detail the impact on your effective income tax rates and obligations of having proportionally higher
earnings in countries where you have lower tax rates. In this regard, it appears separately discussing the foreign effective income tax rates would provide important information necessary to better understand your results of operations. See
Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC Release 33-8350.

 Company response:

In our future filings on Form 10-K, we will expand the discussion of our provision for income taxes appearing in “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.” For example, we would have included language to the following effect in our 2010 Form 10-K:

 Our provision for income taxes differs from the provision computed by applying the U.S. federal statutory rate of 35% due primarily to lower tax rates associated with certain earnings from our operations
in certain lower-tax jurisdictions outside the U.S. The impact on our provision for income taxes of foreign income being taxed at rates different than the U.S. federal statutory rate was a benefit of approximately $441.0 million in 2010 and
approximately $476.0 million in 2009. A significant portion of these benefits, which totaled approximately $284.0 million in 2010 and approximately $300.0 million in 2009, resulted from tax rulings we have received that provide for lower rates of
taxation on certain classes of income. The foreign jurisdictions with lower tax rates that had the most significant impact on our provision for income taxes in the periods presented include Singapore, Switzerland, Korea and Luxembourg.

Our provision for income taxes is volatile and, in general, is adversely impacted by earnings being lower than anticipated
in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates. Our provision for income taxes does not include provisions for U.S. income taxes and foreign withholding taxes associated with the
repatriation of a substantial portion of undistributed earnings of certain foreign subsidiaries because we intend to reinvest those earnings indefinitely in our foreign subsidiaries. If these earnings were distributed into the United States in the
form of dividends to eBay companies domiciled in the United States or otherwise, or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, we would be subject to additional U.S. income taxes (subject to an adjustment
for foreign tax credits) and foreign withholding taxes. Further, as a result of certain of our ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates and in some cases is
wholly exempt from tax. Our failure to meet these commitments could adversely impact our provision for income taxes.

 We will include this or
similar language in future filings on Form 10-K, revised appropriately in light of facts and circumstances existing from time to time.

Item 15. Exhibits and Financial Statement Schedule

 Exhibits, page 65

7.
We note the Credit Agreement filed as Exhibit 10.24 does not appear to include any of the referenced schedules. Please advise or refile a complete copy of this
agreement with your next periodic report.

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 Company response:

 We plan to re-file the Credit Agreement, together with the schedules in question, as an exhibit to our upcoming Quarterly Report on Form 10-Q for the quarter ending June 30, 2011.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 1 – The Company and Significant Accounting Policies, page 74

 Cash and cash equivalents, page 76

8.
Under Risk Factors on page 26 you indicate that one of the risks of doing business internationally is that you are subject to restrictions on the repatriation
of funds. Please clarify for us whether you have cash held by foreign subsidiaries that is not available for your domestic operations and/or is required by local jurisdictions to be held by the subsidiaries. To the extent the cash is restricted as
to usage; please disclose the amount and the provisions of any restrictions. See Rule 5-02 of Regulation S-X. If the cash is not restricted, please explain to us the specific restrictions you are subject to as it relates to the repatriation of
funds.

 Company response:

 As disclosed in “Note 7 – Investments,” as of December 31, 2010 we had approximately $22 million in cash that was restricted (within the meaning of Rule 5-02 of Regulation S-X)
pursuant to, among other things, the provisions of various lease arrangements, benefit plans and other arrangements arising in the normal course of business. However, the “restrictions” mentioned in the risk factor on page 26 are not
restrictions within the meaning of Rule 5-02. Instead, they refer to the adverse tax consequences that may result from the repatriation of funds from abroad into the U.S., and to the possibility that foreign governments may impose currency controls
or other restrictions on the repatriation of funds. To clarify this distinction, in future filings we will revise this risk factor by deleting the reference to “restrictions on repatriation of funds” and adding a new bullet point in this
risk factor to the following effect:

•

 our ability to repatriate funds from abroad without adverse tax consequences and the possibility that foreign governments may impose currency controls
or other restrictions on the repatriation of funds;

 Note 13 – Commitments and Contingencies, page 91

9.
 We note your disclosures here regarding the various litigation matters you are exposed to. We also note that in the majority of these situations,
you have not clearly disclosed either: (i) the possible loss or range of loss; or (ii) a statement that an estimate of the loss cannot be made. FASB ASC 450 (formerly SFAS 5) indicates that if an unfavorable outcome is determined to be
reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated, accrual would be inappropriate, but disclosure must be made regarding the nature of the contingency and an estimate of the possible loss or range of
possible loss or state that such an estimate cannot be made. Additionally, we note that in instances where an accrual may have been recorded as all of criteria in FASB ASC 450-20-25-2 have been met, you have not disclosed whether an accrual was made
or the amount of the accrual which may be necessary in certain circumstances, nor has there been disclosure indicating that there is an exposure to loss in excess of the amount accrued and what the additional loss may be for your litigation matters.
Please revise your disclosures beginning in your Form 10-Q for the second quarter to include all of disclosures required by

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paragraphs 3-5 of FASB ASC 450-20-50. In this regard, we do not believe that general boi