<SUBMISSION>
<ACCESSION-NUMBER>0000891618-03-004233
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20030811
<EFFECTIVENESS-DATE>20030811
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>EBAY INC
<CIK>0001065088
<ASSIGNED-SIC>7389
<IRS-NUMBER>770430924
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-107832
<FILM-NUMBER>03833207
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2145 HAMILTON AVENUE
<CITY>SAN JOSE
<STATE>CA
<ZIP>95125
<PHONE>408-376-7400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2145 HAMILTON AVENUE
<CITY>SAN JOSE
<STATE>CA
<ZIP>95125
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>f92100orsv8.htm
<DESCRIPTION>FORM S-8
<TEXT>
<HTML>
<HEAD>
<TITLE>eBay, Form S-8</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="21%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">As filed with the Securities and
Exchange Commission on August&nbsp;11, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">
Registration No.&nbsp;333-</FONT></TD>
</TR>
</TABLE>
</CENTER>
<HR size="4" noshade color="#000000" style="margin-top: -5px">
<HR size="1" noshade color="#000000" style="margin-top: -10px">






<DIV align="center"><FONT size="4"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</FONT></DIV>

<DIV align="center"><FONT size="3">Washington, D.C. 20549
</FONT></DIV>
<P><HR noshade size="1" width="20%" align="center">
<P align="center"><FONT size="5"><B>FORM S-8</B>
</FONT>

<DIV align="center"><FONT size="3">REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933
</FONT></DIV>
<P align="center"><HR align="center" size="1" width="20%" noshade>

<P align="center"><FONT size="6"><B>eBay Inc.</B>
</FONT>

<DIV align="center"><FONT size="2">(Exact name of registrant as specified in its charter)
</FONT></DIV>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Delaware</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
77-0430924</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">(State of Incorporation)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><HR align="center" size="1" width="20%" noshade>

<P align="center"><FONT size="2">2145 Hamilton Avenue<BR>
San Jose, California 95125<BR>
(Address of principal executive offices)
</FONT>

<P align="center"><HR align="center" size="1" width="20%" noshade>

<P align="center"><FONT size="2"><B>eBay Inc. 2001 Equity Incentive Plan, as amended<BR>
eBay Inc. 2003 Deferred Stock Unit Plan</B><BR>
(Full title of the plan)
</FONT>

<P align="center"><FONT size="2">Michael R. Jacobson<BR>
Senior Vice President, Legal Affairs, General Counsel and Secretary
</FONT>

<P align="center"><FONT size="2">eBay Inc.<BR>
2145 Hamilton Avenue<BR>
San Jose, California 95125<BR>
(408)&nbsp;376-7400<BR>
(Name, address, including zip code, and telephone number, including area code, of agent for service)
</FONT>

<P align="center"><HR align="center" size="1" width="20%" noshade>

<P align="center"><FONT size="2"><B>CALCULATION OF REGISTRATION FEE</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="27%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>Title of Securities</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Aggregate</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>to be Registered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount to be Registered (1)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Price per Share (2)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering Price (2)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registration Fee</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, par value</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">14,000,000 shares (3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">101.17</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,517,550,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">122,770</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$0.001 per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">1,000,000 shares (4)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Pursuant to Rule&nbsp;416(a), this registration statement shall also cover any
additional shares of common stock which become issuable under the 2001
Equity Incentive Plan, as amended, by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase or decrease in the
number of outstanding shares of our common stock. The share amounts set
forth herein do not reflect the registrant&#146;s two-for-one stock split, payable in the
form of a stock dividend, having a record date of August&nbsp;4, 2003 and taking effect as of
August&nbsp;28, 2003.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule&nbsp;457(h) under the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price are
based upon the average of the high and low prices of our Common Stock on
August&nbsp;8, 2003 as reported on the Nasdaq National Market for additional
shares available for grant pursuant to our 2001 Equity Incentive Plan, as
amended, and our 2003 Deferred Stock Unit Plan.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Additional shares that are available for grant under our 2001 Equity
Incentive Plan, as amended and approved by our stockholders at our Annual
Meeting of Stockholders on June&nbsp;26, 2003.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Shares that are available for grant under our 2003 Deferred Stock Unit
Plan, approved by our stockholders at our Annual Meeting of Stockholders
on June&nbsp;26, 2003.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>


<!-- PAGEBREAK -->
<P><HR noshade><P>




<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">Part I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Item&nbsp;1. Plan Information</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;2. Registrant Information and Employee Plan Annual Information</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;3. Incorporation of Documents by Reference</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;4. Description of Securities</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;5. Interests of Named Experts and Counsel</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;7. Exemption from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#010">Item&nbsp;9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#012">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="f92100orexv4w1.txt">EXHIBIT 4.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="f92100orexv4w2.txt">EXHIBIT 4.2</A></TD></TR>
<TR><TD colspan="9"><A HREF="f92100orexv5w1.txt">EXHIBIT 5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="f92100orexv23w1.txt">EXHIBIT 23.1</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>






<!-- link1 "Part I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS" -->
<DIV align="left"><A NAME="000"></A></DIV>
<P align="left"><FONT size="2"><B>Part I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</B>
</FONT>

<!-- link2 "Item&nbsp;1. Plan Information" -->
<DIV align="left"><A NAME="001"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;1. Plan Information</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Item&nbsp;1 will be
sent or given to employees as specified in Rule&nbsp;428(b)(1) and are not required
to be filed as part of this registration statement.
</FONT>

<!-- link2 "Item&nbsp;2. Registrant Information and Employee Plan Annual Information" -->
<DIV align="left"><A NAME="002"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Item&nbsp;2 will be
sent or given to employees as specified in Rule&nbsp;428(b)(1) and are not required
to be filed as part of this registration statement.
</FONT>

<!-- link1 "Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT" -->
<DIV align="left"><A NAME="003"></A></DIV>
<P align="left"><FONT size="2"><B>Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</FONT>

<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference" -->
<DIV align="left"><A NAME="004"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;3. Incorporation of Documents by Reference</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by eBay Inc. (the &#147;Company&#148;) with the
Securities and Exchange Commission (the &#147;Commission&#148;) are incorporated by
reference into this registration statement:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a) </B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our latest Annual Report on Form&nbsp;10-K for the fiscal year ended
December&nbsp;31, 2002, filed on March&nbsp;31, 2003 (File No.&nbsp;000-24821), filed pursuant
to Section&nbsp;13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the &#147;Exchange Act&#148;).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)(1)</B>&nbsp;&nbsp;&nbsp;Our Quarterly Reports on Form&nbsp;10-Q for the quarterly period ended
March&nbsp;31, 2003, filed on May&nbsp;15, 2003 (File No.&nbsp;000-24821) and for the
quarterly period ended June&nbsp;30, 2003, filed on August&nbsp;11, 2003 (File No.
000-24821).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)(2)</B>&nbsp;&nbsp;&nbsp;Our Current Reports on Form&nbsp;8-K filed on March&nbsp;31, 2003 (File No.
000-24821); April&nbsp;22, 2003 (File No.&nbsp;000-24821); April&nbsp;23, 2003 (File No.
000-24821); May&nbsp;15, 2003 (File No.&nbsp;000-24821) and July&nbsp;24, 2003 (File No.
000-24821).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The description of the Company&#146;s common stock which is contained in a
Registration Statement on Form&nbsp;8-A filed August&nbsp;20, 1998 (File No.&nbsp;000-24821),
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents subsequently filed by the Company pursuant
to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
</FONT>

<!-- link2 "Item&nbsp;4. Description of Securities" -->
<DIV align="left"><A NAME="005"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;4. Description of Securities</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>

<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel" -->
<DIV align="left"><A NAME="006"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;5. Interests of Named Experts and Counsel</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>

<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers" -->
<DIV align="left"><A NAME="007"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;6. Indemnification of Directors and Officers</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by Section&nbsp;145 of the Delaware General Corporation Law (the
&#147;DGCL&#148;), the Company&#146;s Amended and Restated Bylaws provide that (i)&nbsp;the Company
is required to indemnify its directors and executive officers to the fullest
extent permitted by the DGCL, (ii)&nbsp;the Company may, in its discretion,
indemnify other
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>



<P align="left"><FONT size="2">officers, employees and agents as set forth in the DGCL, (iii)&nbsp;to the
fullest extent permitted by the DGCL, the Company is required to advance all
expenses incurred by its directors and officers in connection with a legal
proceeding (subject to certain exceptions), (iv)&nbsp;the rights conferred in the
Bylaws are not exclusive, (v)&nbsp;the Company is authorized to enter into
indemnification agreements with its directors, officers, employees and agents
and (vi)&nbsp;the Company may not retroactively amend the Bylaws provisions relating
to indemnity.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into agreements with its directors and executive
officers that require the Company to indemnify such persons against expenses,
judgments, fines, settlements and other amounts that such person becomes
legally obligated to pay (including expenses of a derivative action) in
connection with any proceeding, whether actual or threatened, to which any such
person may be made a party by reason of the fact that such person is or was a
director or officer of the Company or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Company. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.
</FONT>

<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed" -->
<DIV align="left"><A NAME="008"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;7. Exemption from Registration Claimed</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>

<!-- link2 "Item&nbsp;8. Exhibits" -->
<DIV align="left"><A NAME="009"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;8. Exhibits</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed as part of this registration statement.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B><u>Number</U></B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="left"><FONT size="1">&nbsp;
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <B><u>Description</U></B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;&nbsp;4.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
eBay Inc. 2001 Equity Incentive Plan, as amended.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;&nbsp;4.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
eBay Inc. 2003 Deferred Stock Unit Plan.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;&nbsp;5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion of Cooley Godward LLP.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of PricewaterhouseCoopers LLP, Independent Accountants.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Cooley Godward LLP (included in Exhibit&nbsp;5.1 to this registration statement).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">24.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of Attorney (included on the signature page of this registration statement).</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link2 "Item&nbsp;9. Undertakings" -->
<DIV align="left"><A NAME="010"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;9. Undertakings</B>
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>1.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The undersigned registrant hereby undertakes:</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a) </B>&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i) </B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii) </B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule&nbsp;424(b) (&#167; 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
&#147;Calculation of Registration Fee&#148; table in the effective registration
statement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iii) </B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Provided, however, </I>that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section&nbsp;13 or 15(d) of the Exchange
Act that are incorporated by reference herein.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b) </B>&nbsp;&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c) </B>&nbsp;&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant&#146;s annual report pursuant to Section&nbsp;13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan&#146;s annual report pursuant to Section&nbsp;15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>3.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="011"></A></DIV>
<P align="center"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form&nbsp;S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on
August&nbsp;8,
2003.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="53%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD valign="top"><FONT size="2"><B>eBay Inc.</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD valign="top"><FONT size="2">/s/ Margaret C. Whitman</FONT></TD>
</TR>

<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD valign="top"><FONT size="2"><HR align="left" size="1" width="100%" noshade>
<B>Margaret C. Whitman</B><BR>
President, Chief Executive Officer &#038; Director</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2"><B>POWER OF ATTORNEY</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Know All Persons By These Presents</B>, that each person whose signature
appears below constitutes and appoints Margaret C. Whitman, Michael R. Jacobson
and Rajiv Dutta, and each or any one of them, his or her true and lawful
attorney-in-fact and agents, with full power of substitution and
resubstitution, for him and her in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his or her or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD nowrap align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Signature</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Title</B>&nbsp;
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
&nbsp; &nbsp; &nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="1"><B>Date</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">/s/ Margaret C. Whitman<BR>
</FONT><HR size="1" noshade><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;Margaret C. Whitman</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
President, Chief
Executive<BR> Officer
and Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="2">August 8, 2003</FONT></TD>
</TR>
<TR><TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">/s/ Rajiv Dutta<BR>
</FONT><HR size="1" noshade><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;Rajiv Dutta</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Senior Vice
President, Chief<BR>
Financial Officer
(Principal<BR>
Financial Officer)
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="2">August 8, 2003</FONT></TD>
</TR>
<TR><TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">/s/ Mark J. Rubash<BR>
</FONT><HR size="1" noshade><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;Mark J. Rubash</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Vice President,
Finance and<BR>Chief
Accounting Officer<BR>
(Principal
Accounting Officer)
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="2">August 8, 2003</FONT></TD>
</TR>
<TR><TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">/s/ Pierre M. Omidyar<BR>
</FONT><HR size="1" noshade><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;Pierre M. Omidyar</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Founder, Chairman
of the Board <BR>and
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="2">August 8, 2003</FONT></TD>
</TR>
<TR><TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">/s/ Fred D. Anderson<BR>
</FONT><HR size="1" noshade><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;Fred D. Anderson</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="2">August 8, 2003</FONT></TD>
</TR>
<TR><TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">/s/ Philippe Bourguignon<BR>
</FONT><HR size="1" noshade><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;Philippe Bourguignon</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="2">August 8, 2003</FONT></TD>
</TR>
<TR><TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">/s/ Scott D. Cook<BR>
</FONT><HR size="1" noshade><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;Scott D. Cook</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="2">August 8, 2003</FONT></TD>
</TR>
<TR><TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">/s/ Dawn G. Lepore<BR>
</FONT><HR size="1" noshade><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;Dawn G. Lepore</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="2">August 8, 2003</FONT></TD>
</TR>
<TR><TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">/s/ Robert C. Kagle<BR>
</FONT><HR size="1" noshade><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;Robert C. Kagle</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="2">August 8, 2003</FONT></TD>
</TR>
<TR><TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">/s/ Thomas J. Tierney<BR>
</FONT><HR size="1" noshade><FONT size="2">
&nbsp;&nbsp;&nbsp;&nbsp;Thomas J. Tierney</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="center" valign="top"><FONT size="2">August 8, 2003</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2"></FONT>




<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="012"></A></DIV>
<P align="center"><FONT size="2"><B>EXHIBIT INDEX</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B><u>Number</U></B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="left"><FONT size="1">&nbsp;
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <B><u>Description</U></B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;&nbsp;4.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
eBay Inc. 2001 Equity Incentive Plan, as amended.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;&nbsp;4.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
eBay Inc. 2003 Deferred Stock Unit Plan.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;&nbsp;5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion of Cooley Godward LLP.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of PricewaterhouseCoopers LLP, Independent Accountants.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Cooley Godward LLP (included in Exhibit&nbsp;5.1 to this registration statement).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center"><FONT size="2">24.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of Attorney. (included on the signature page of this registration statement).</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">&nbsp;</FONT>




</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>f92100orexv4w1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.1

                     2001 EQUITY INCENTIVE PLAN, AS AMENDED

                  INITIAL STOCKHOLDER APPROVAL ON MAY 25, 2001
          AMENDMENT ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 14, 2002
                STOCKHOLDER APPROVAL OF AMENDMENT ON JUNE 5, 2002
          AMENDMENT ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 18, 2003
               STOCKHOLDER APPROVAL OF AMENDMENT ON JUNE 26, 2003

                        TERMINATION DATE: MARCH 21, 2011

1.   PURPOSES.

         (a) ELIGIBLE OPTION RECIPIENTS. The persons eligible to receive Options
are the Employees, Directors and Consultants of the Company and its Affiliates.

         (b) AVAILABLE OPTIONS. The purpose of the Plan is to provide a means by
which eligible recipients of Options may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of (i) Incentive
Stock Options and (ii) Nonstatutory Stock Options.

         (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Options, to secure and
retain the services of new members of this group and to provide incentives for
such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2.   DEFINITIONS.

         (a) "AFFILIATE" means any parent corporation or subsidiary corporation
of the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code, and any other entity which
is controlled, directly or indirectly, by the Company.

         (b) "BOARD" means the Board of Directors of the Company.

         (c) "CODE" means the United States Internal Revenue Code of 1986, as
amended.

         (d) "COMMITTEE" means a committee of one or more members of the Board
appointed by the Board in accordance with subsection 3(c).

         (e) "COMMON STOCK" means the common stock of the Company.

         (f) "COMPANY" means eBay Inc., a Delaware corporation.

         (g) "CONSULTANT" means any person, whether a natural person or an
entity (subject to the provisions of subsection 5(e)), including an advisor, (i)
engaged by the Company or an Affiliate to render consulting or advisory services
and compensated for such services, or (ii) who is a member of the Board of
Directors or comparable governing body of an Affiliate. However, the term
"Consultant" shall not include either Directors who are not compensated by the
Company for their services as Directors or Directors who are merely paid a
director's fee by the Company for their services as Directors.

         (h) "CONTINUOUS SERVICE" means that the Optionholder's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Optionholder's

<PAGE>

         Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Optionholder renders service to
the Company or an Affiliate as an Employee, Consultant or Director or a change
in the entity for which the Optionholder renders such service, provided that
there is no interruption or termination of the Optionholder's service with the
Company or an Affiliate. For example, a change in status from an Employee of the
Company to a Consultant of an Affiliate or a Director will not constitute an
interruption of Continuous Service. The Board or the chief executive officer of
the Company, in that party's sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence
approved by that party, including sick leave, military leave or any other
personal leave.

         (i) "COVERED EMPLOYEE" means the chief executive officer and the four
(4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.

         (j) "DIRECTOR" means a member of the Board of Directors of the Company.

         (k) "DISABILITY" means the inability of a natural person to continue to
perform services for the Company or any Affiliate of the type previously
performed prior to the occurrence of such Disability, whether as a result of
physical and/or mental illness or injury, as determined by a physician
acceptable to the Company, for a period that is expected to be of a duration of
no less than six (6) months.

         (l) "EMPLOYEE" means any person employed for tax purposes by the
Company or an Affiliate. Mere service as a Director or payment of a director's
fee by the Company or an Affiliate shall not be sufficient to constitute
"employment" by the Company or an Affiliate.

         (m) "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.

         (n) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock determined as follows:

                  (i)      If the Common Stock is listed on any established
stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap
Market, the Fair Market Value of a share of Common Stock shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the last market trading day prior to
the day of determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable.

                  (ii)     In the absence of such markets for the Common Stock,
the Fair Market Value shall be determined in good faith by the Board.

         (o) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

         (p) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

         (q) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.

<PAGE>

         (r) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (s) "OPTION" means an Incentive Stock Option or a Nonstatutory Stock
Option granted pursuant to Section 6 of the Plan.

         (t) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionholder evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

         (u) "OPTIONHOLDER" means a person to whom an Option is granted pursuant
to the Plan or, if applicable, such other person who holds an outstanding
Option.

         (v) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
Treasury Regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

         (w) "PLAN" means this eBay Inc. 2001 Equity Incentive Plan, as amended.

         (x) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

         (y) "SECURITIES ACT" means the United States Securities Act of 1933, as
amended.

         (z) "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to
own pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates.

3.   ADMINISTRATION.

         (a) ADMINISTRATION BY BOARD. The Board shall administer the Plan unless
and until the Board delegates administration to a Committee, as provided in
subsection 3(c).

         (b) POWERS OF BOARD. The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

                  (i)      To determine from time to time which of the persons
eligible under the Plan shall be granted Options; when and how each Option shall
be granted; what type or combination of types of Option shall be granted; the
provisions of each Option granted (which need not be identical), including the
time or times when a person shall be permitted to receive Common Stock pursuant
to an Option; and the number of shares of Common Stock with respect to which an
Option shall be granted to each such person.

                  (ii)     To construe and interpret the Plan and Options
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.

                  (iii)    To amend the Plan or an Option as provided in Section
11.

<PAGE>

                  (iv)     Generally, to exercise such powers and to perform
such acts as the Board deems necessary or expedient in its sole discretion to
promote the best interests of the Company and its stockholders that are not in
conflict with the provisions of the Plan.

         (c) DELEGATION TO COMMITTEE.

                  (i)      GENERAL. The Board may delegate administration of the
Plan to a Committee or Committees of one (1) or more members of the Board, and
the term "Committee" shall apply to any person or persons to whom such authority
has been delegated. If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a
subcommittee of one (1) or more members of the Board any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan.

                  (ii)     COMMITTEE COMPOSITION WHEN COMMON STOCK IS PUBLICLY
TRADED. At such time as the Common Stock is publicly traded, in the discretion
of the Board, a Committee may consist solely of two (2) or more Outside
Directors, in accordance with Section 162(m) of the Code, and/or solely of two
or more Non-Employee Directors, in accordance with Rule 16b-3. Within the scope
of such authority, the Board or the Committee may (1) delegate to a committee of
one or more members of the Board who are not Outside Directors the authority to
grant Options to eligible persons who are either (a) not then Covered Employees
and are not expected to be Covered Employees at the time of recognition of
income resulting from such Option or (b) not persons with respect to whom the
Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to
a committee of one or more members of the Board who are not Non-Employee
Directors the authority to grant Options to eligible persons who are not then
subject to Section 16 of the Exchange Act.

         (d) EFFECT OF BOARD'S DECISION. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
anyone and shall be final, binding and conclusive on all Optionholders and any
other person having an interest in such determination, interpretation or
construction.

4.   SHARES SUBJECT TO THE PLAN.

         (a) SHARE RESERVE. Subject to the provisions of Section 10 relating to
adjustments upon changes in Common Stock, the Common Stock that may be issued
pursuant to Options shall not exceed in the aggregate Thirty-Nine Million
(39,000,000) shares of Common Stock.

         (b) REVERSION OF SHARES TO THE SHARE RESERVE. If any Option shall for
any reason expire or otherwise terminate, in whole or in part, without having
been exercised in full, the shares of Common Stock not acquired under such
Option shall revert to and again become available for issuance under the Plan.
If an Optionholder exercises an Option by attesting to the ownership of shares
of Common Stock in accordance with the provisions of Section 6(c) below, only
the net number of additional shares issued to the Optionholder shall be deducted
from the share reserve.

         (c) SOURCE OF SHARES. The shares of Common Stock subject to the Plan
may be unissued shares or reacquired shares, bought on the market or otherwise.

5.   ELIGIBILITY.

         (a) ELIGIBILITY FOR SPECIFIC OPTIONS. Incentive Stock Options may be
granted only to Employees. Nonstatutory Stock Options may be granted to
Employees, Directors and Consultants.

         (b) NON-EMPLOYEE DIRECTORS. Notwithstanding the provisions of
subsection 5(a) hereof, a Director who is not an Employee only may be granted
nondiscretionary Options that the Stockholders have approved

<PAGE>

         as to the following option provisions: Number of shares, date of
automatic grant, term, exercise price, consideration, vesting schedule, exercise
schedule, and the post-termination exercise periods.

         (c) TEN PERCENT STOCKHOLDERS. Notwithstanding the provisions of
subsection 5(a) hereof, a Ten Percent Stockholder shall not be granted an
Incentive Stock Option unless the exercise price of such Option is at least one
hundred ten percent (110%) of the Fair Market Value of the Common Stock at the
date of grant and the Option is not exercisable after the expiration of five (5)
years from the date of grant.

         (d) SECTION 162(m) LIMITATION. Notwithstanding the provisions of
subsection 5(a) hereof and subject to the provisions of Section 10 relating to
adjustments upon changes in the shares of Common Stock, no Employee shall be
eligible to be granted Options covering more than One Million (1,000,000) shares
of Common Stock during any calendar year.

         (e) CONSULTANTS. Notwithstanding the provisions of subsection 5(a)
hereof, a Consultant shall not be eligible for the grant of an Option if, at the
time of grant, a Form S-8 Registration Statement under the Securities Act ("Form
S-8") is not available to register either the offer or the sale of the Company's
securities to such Consultant because of the nature of the services that the
Consultant is providing to the Company, or because the Consultant is not a
natural person, or as otherwise provided by the rules governing the use of Form
S-8, unless the Company determines both (i) that such grant (A) shall be
registered in another manner under the Securities Act (e.g., on a Form S-3
Registration Statement) or (B) does not require registration under the
Securities Act in order to comply with the requirements of the Securities Act,
if applicable, and (ii) that such grant complies with the securities laws of all
other relevant jurisdictions.

6.   OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of
Option. The provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof by reference in
the Option or otherwise) the substance of each of the following provisions:

         (a) TERM. Subject to the provisions of subsection 5(c) regarding Ten
Percent Stockholders, no Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

         (b) EXERCISE PRICE.

                  (ii)     Subject to the provisions of subsection 5(c)
regarding Ten Percent Stockholders and subsections 6(b)(ii) and 6(b)(iii) below,
the exercise price of each Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted.

                  (ii)     A Nonstatutory Stock Option may be granted with an
exercise price not less than eighty-five percent (85%) of the Fair Market Value
of the Common Stock subject to the Option on the date the Option is granted if
such discount from Fair Market Value is expressly granted in lieu of a
reasonable amount of salary or a cash bonus.

                  (iii)    An Option may be granted with an exercise price lower
than that set forth in subsection 6(b)(i) above if such Option is granted
pursuant to an assumption or substitution for another option in a manner
satisfying the provisions of Section 424(a) of the Code.

         (c) CONSIDERATION.

                  (i)      The purchase price of Common Stock acquired pursuant
to an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is

<PAGE>

         exercised or (ii) at the discretion of the Board at the time of the
grant of the Option (or subsequently in the case of a Nonstatutory Stock Option)
(1) by delivery to the Company, or attestation to the Company of ownership, of
other Common Stock or (2) in any other form of legal consideration that may be
acceptable to the Board.

                  (ii)     Unless otherwise specifically provided, the purchase
price of Common Stock acquired pursuant to an Option that is paid by delivery to
the Company, or attestation to the Company of ownership, of other Common Stock
shall be paid only by shares of the Common Stock of the Company that have been
held for more than six (6) months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting purposes).

         (d) TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive Stock
Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionholder
only by the Optionholder. Notwithstanding the foregoing, the Optionholder may,
by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.

         (e) TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A Nonstatutory
Stock Option shall be transferable to the extent provided in the Option
Agreement. If the Nonstatutory Stock Option does not provide for
transferability, then the Nonstatutory Stock Option shall not be transferable
except by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the Optionholder, shall thereafter be
entitled to exercise the Option.

         (f) VESTING GENERALLY. The total number of shares of Common Stock
subject to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The
provisions of this subsection 6(f) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may
be exercised.

         (g) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionholder's
Continuous Service terminates (other than upon the Optionholder's death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of
termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Optionholder's
Continuous Service (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Optionholder does not exercise his
or her Option within the time specified in the Option Agreement, the Option
shall terminate.

         (h) EXTENSION OF TERMINATION DATE. An Optionholder's Option Agreement
may also provide that if the exercise of the Option following the termination of
the Optionholder's Continuous Service (other than upon the Optionholder's death
or Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option or (ii) the expiration of a period of three
(3) months after the termination of the Optionholder's Continuous Service during
which the exercise of the Option would not be in violation of such registration
requirements.

         (i) DISABILITY OF OPTIONHOLDER. In the event that an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option Agreement), or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified herein, the Option shall
terminate.

<PAGE>

         (j) DEATH OF OPTIONHOLDER. In the event (i) an Optionholder's
Continuous Service terminates as a result of the Optionholder's death or (ii)
the Optionholder dies within the period (if any) specified in the Option
Agreement after the termination of the Optionholder's Continuous Service for a
reason other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by
the Optionholder's estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the
option upon the Optionholder's death, but only within the period ending on the
earlier of (1) the date eighteen (18) months following the date of death (or
such longer or shorter period specified in the Option Agreement) or (2) the
expiration of the term of such Option as set forth in the Option Agreement. If,
after death, the Option is not exercised within the time specified herein, the
Option shall terminate.

7.   COVENANTS OF THE COMPANY.

         (a) AVAILABILITY OF SHARES. During the terms of the Options, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Options.

         (b) SECURITIES LAW COMPLIANCE. The Company shall seek to obtain from
each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Options and to issue and sell shares of
Common Stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Option or any Common Stock issued or issuable pursuant to any such
Option. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of Common Stock under the Plan,
the Company shall be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Options unless and until such authority is
obtained.

8.   USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of Common Stock pursuant to Options shall
constitute general funds of the Company.

9.   MISCELLANEOUS.

         (a) STOCKHOLDER RIGHTS. No Optionholder shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to such Option unless and until such Optionholder has
satisfied all requirements for exercise of the Option pursuant to its terms.

         (b) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any
instrument executed or Option granted pursuant thereto shall confer upon any
Optionholder any right to continue to serve the Company or an Affiliate in the
capacity in effect at the time the Option was granted or shall affect the right
of the Company or an Affiliate to terminate (i) the employment of an Employee
with or without notice and with or without cause, for any reason or no reason,
(ii) the service of a Consultant pursuant to the terms of such Consultant's
agreement with the Company or an Affiliate or (iii) the service of a Director
pursuant to the Bylaws of the Company or an Affiliate, and any applicable
provisions of the corporate law of the jurisdiction in which the Company or the
Affiliate is incorporated, as the case may be.

         (c) INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any Optionholder during any calendar year (under all plans of the Company and
its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or
portions thereof which exceed such limit (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

         (d) INVESTMENT ASSURANCES. The Company may require an Optionholder, as
a condition of exercising an Option or acquiring Common Stock under any Option,
(i) to give written assurances satisfactory to the Company as to the
Optionholder's knowledge and experience in financial and business matters and/or
to employ a purchaser

<PAGE>

representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option; (ii) to give written assurances satisfactory to
the Company stating that the Optionholder is acquiring Common Stock subject to
the Option for the Optionholder's own account and not with any present intention
of selling or otherwise distributing the Common Stock; and/or (iii) to give such
other written assurances as the Company shall determine are necessary, desirable
or appropriate to comply with applicable securities regulation and other
governing law. The Company may, upon advice of counsel to the Company, place
legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common
Stock.

         (e) WITHHOLDING OBLIGATIONS. To the extent provided by the terms of an
Option Agreement, the Optionholder may satisfy any tax withholding obligation
arising under the laws or regulations of any country, state or local
jurisdiction relating to the exercise or acquisition of Common Stock under an
Option by any of the following means (in addition to the Company's right to
withhold from any compensation paid to the Optionholder by the Company) or by a
combination of such means: (i) tendering a cash payment; (ii) authorizing the
Company to withhold shares of Common Stock from the shares of Common Stock
otherwise issuable to the Optionholder as a result of the exercise or
acquisition of Common Stock under the Option; provided, however, that no shares
of Common Stock are withheld with a value exceeding the minimum amount of tax
required to be withheld by law (or such lesser amount as may be required to
avoid variable award accounting); or (iii) delivering to the Company owned and
unencumbered shares of Common Stock.

10.  ADJUSTMENTS UPON CHANGES IN STOCK.

         (a) CAPITALIZATION ADJUSTMENTS. If any change is made in the Common
Stock subject to the Plan, or subject to any Option, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the Plan
pursuant to subsection 4(a) and the maximum number of securities subject to
award to any person pursuant to subsection 5(d), and the outstanding Options
will be appropriately adjusted in the class(es) and number of securities and
price per share of Common Stock subject to such outstanding Options. The Board
shall make such adjustments, and its determination shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a transaction "without receipt of consideration" by the
Company.)

         (b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
liquidation of the Company, then all outstanding Options shall terminate
immediately prior to such event.

         (c) CORPORATE TRANSACTION. In the event of (i) a sale, lease or other
disposition of all or substantially all of the assets of the Company, (ii) a
merger or consolidation in which the Company is not the surviving corporation,
or (iii) a reverse merger in which the Company is the surviving corporation but
the shares of Common Stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then any surviving corporation or acquiring
corporation shall assume or continue any Options outstanding under the Plan or
shall substitute similar stock awards (including an award to acquire the same
consideration paid to the stockholders in the transaction described in this
subsection 10(c)) for those outstanding under the Plan. In the event any
surviving corporation or acquiring corporation refuses to assume or continue
such Options or to substitute similar stock awards for those outstanding under
the Plan, then with respect to Options held by Optionholders whose Continuous
Service has not terminated, the vesting of such Options (and, if applicable, the
time during which such Options may be exercised) shall be accelerated in full,
and the Options shall terminate if not exercised (if applicable) at or prior to
such event. With respect to any other Options outstanding under the Plan, such
Options shall terminate if not exercised (if applicable) at or prior to such
event.

<PAGE>

11.  AMENDMENT OF THE PLAN AND OPTIONS.

         (a) AMENDMENT OF PLAN. The Board at any time, and from time to time,
may amend the Plan. However, except as provided in Section 10 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary under applicable laws or regulations or to the extent that such
amendment constitutes a material amendment of the Plan.

         (b) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit
any other amendment to the Plan for stockholder approval, including, but not
limited to, amendments to the Plan intended to satisfy the requirements of
Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.
Notwithstanding any other provision of the Plan to the contrary, the Board shall
not, without prior stockholder approval, (A) reduce the exercise price of any
outstanding Option under the Plan, (B) cancel any outstanding Option under the
Plan and grant in substitution therefor, on either an immediate or delayed
basis, a new Option under the Plan covering the same or a different number of
shares of Common Stock or cash, or (C) take any other action with respect to any
outstanding Option under the Plan that is treated as a repricing of such Option
pursuant to generally accepted accounting principles.

         (c) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the
Board may amend the Plan in any respect the Board deems necessary or advisable
to provide eligible Employees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated
thereunder relating to Incentive Stock Options and/or to bring the Plan and/or
Incentive Stock Options granted under it into compliance therewith.

         (d) NO IMPAIRMENT OF RIGHTS. Rights under any Option granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.

         (e) AMENDMENT OF OPTIONS. The Board at any time, and from time to time,
may amend the terms of any one or more Options; provided, however, that the
rights under any Option shall not be impaired by any such amendment unless (i)
the Company requests the consent of the Optionholder and (ii) the Optionholder
consents in writing.

12.  TERMINATION OR SUSPENSION OF THE PLAN.

         (a) PLAN TERM. The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on the day before the tenth
(10th) anniversary of the date the Plan is adopted by the Board or approved by
the stockholders of the Company, whichever is earlier. No Options may be granted
under the Plan while the Plan is suspended or after it is terminated.

         (b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan
shall not impair rights and obligations under any Option granted while the Plan
is in effect except with the written consent of the Optionholder.

13.  EFFECTIVE DATE OF PLAN.

         The Plan shall become effective as determined by the Board, but no
Option shall be exercised unless and until the Plan has been approved by the
stockholders of the Company, which approval shall be within twelve (12) months
before or after the date the Plan is adopted by the Board.

14.  CHOICE OF LAW.

         The law of the State of Delaware shall govern all questions concerning
the construction, validity and interpretation of this Plan, without regard to
such state's conflict of laws rules.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>f92100orexv4w2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.2

                                    eBAY INC.

                          2003 DEFERRED STOCK UNIT PLAN

                  INITIAL STOCKHOLDER APPROVAL ON JUNE 26, 2003

                                    ARTICLE I

                                     GENERAL

1.1  PURPOSE

         The purpose of the eBay Inc. 2003 Deferred Stock Unit Plan is to retain
and motivate members of the eBay board of directors and such other officers or
employees as are selected to participate, to compensate them for their
contributions to the long-term growth and profits of the Company, and to
encourage them to acquire a proprietary interest in the success of the Company.

1.2  DEFINITIONS OF CERTAIN TERMS

         "eBAY" means eBay Inc. or a successor entity contemplated by Section
         3.5.

         "AWARD" means an award made pursuant to the Plan.

         "AWARD AGREEMENT" means the written document by which each Award is
         evidenced.

         "BOARD" means the Board of Directors of eBay.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
         time, and the applicable rulings and regulations thereunder.

         "COMMITTEE" means the committee established pursuant to Section 1.3.1.

         "COMMON STOCK" means the common stock of eBay, par value $0.001 per
         share.

         "COMPANY" means eBay and its subsidiaries.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
         from time to time, and the applicable rules and regulations thereunder.

         "FAIR MARKET VALUE" means, as of any date, the value of a share of
         Common Stock determined as follows: (a) if such Common Stock is then
         quoted on the Nasdaq National Market, its closing price on the Nasdaq
         National Market on the date of determination as reported in The Wall
         Street Journal; (b) if such Common Stock is publicly traded and is then
         listed on a national securities exchange other than the Nasdaq National
         Market, its closing price on the date of determination on the principal
         national securities exchange on which the Common Stock is listed or
         admitted to trading as reported in The Wall Street Journal; (c) if such
         Common Stock is publicly traded but is not quoted on the Nasdaq
         National Market nor listed or admitted to trading on a national
         securities exchange, the average of the closing bid and asked prices on
         the date of determination as reported in The Wall Street Journal; and
         (d) if none of the foregoing is applicable, then the value determined
         by the Committee in good faith.

<PAGE>

         "NEW DIRECTOR" shall have the meaning set forth in Section 1.4.1.

         "PLAN" means the eBay Inc. 2003 Deferred Stock Unit Plan, as described
         herein and as hereafter amended from time to time.

1.3  ADMINISTRATION

              1.3.1 Except as otherwise provided herein, the Plan shall be
administered by the Compensation Committee of the Board (the "COMMITTEE"). The
Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan (including with respect to setting terms and conditions of further
voluntary deferral of Awards beyond the delivery date) and to make such
determinations and interpretations and to take such action in connection with
the Plan and any Award granted thereunder as it deems necessary or advisable.
All determinations and interpretations made by the Committee shall be final,
binding and conclusive on all grantees and on their legal representatives and
beneficiaries. The Committee shall have the authority, in its absolute
discretion, to determine the persons who shall receive Awards, the time when
Awards shall be granted, the terms of such Awards and the number of shares of
Common Stock, if any, which shall be subject to such Awards. Unless otherwise
provided in an Award Agreement, the Committee shall have the authority, in its
absolute discretion, to (i) amend any outstanding Award Agreement in any
respect, whether or not the rights of the grantee of such Award are adversely
affected, including, without limitation, to accelerate the time or times at
which the Award becomes vested, unrestricted or may be exercised, waive or amend
any goals, restrictions or conditions set forth in such Award Agreement, or
impose new goals, restrictions and conditions, or reflect a change in the
grantee's circumstances and (ii) determine whether, to what extent and under
what circumstances and method or methods (A) Awards may be (1) settled in cash,
shares of Common Stock, other securities, other Awards or other property or (2)
canceled, forfeited or suspended, (B) shares of Common Stock, other securities,
other Awards or other property, and other amounts payable with respect to an
Award may be deferred at the election of the grantee thereof with the consent of
the Committee or at the election of the Committee and (C) Awards may be settled
by the Company or any of its designees. Notwithstanding anything to the contrary
contained herein, the Board may, in its sole discretion, at any time and from
time to time, grant Awards (including grants to members of the Board who are not
employees of the Company) or administer the Plan, in which case the Board shall
have all of the authority and responsibility granted to the Committee herein.

              1.3.2 Actions of the Committee may be taken by the vote of a
majority of its members. The Committee may allocate among its members and
delegate to any person who is not a member of the Committee any of its
administrative responsibilities.

1.4  PERSONS ELIGIBLE FOR AWARDS

              1.4.1 Awards under the Plan shall be made to each new member of
the Board upon the earlier of (i) their election to service as a member of the
Board after December 31, 2002; and (ii) the adoption of this plan by the
stockholders (a "New Director").

              1.4.2 Awards under the Plan may also be made to such officers and
employees (including prospective employees) of the Company as the Committee may
select.

1.5  TYPES OF AWARDS UNDER PLAN

              Awards may be made under the Plan in the form of (a) deferred
stock units and (b) dividend equivalent rights.

1.6  SHARES OF COMMON STOCK AVAILABLE FOR AWARDS

              1.6.1 COMMON STOCK SUBJECT TO THE PLAN. Subject to adjustment as
provided in Section 1.6.2 hereof, the maximum number of shares underlying
deferred stock units that may be reserved for issuance are 1,000,000 shares of
Common Stock. Such shares of Common Stock may, in the discretion of the
Committee, be either

<PAGE>

authorized but unissued shares or shares previously issued and reacquired by
eBay. If any Award shall expire, terminate or otherwise lapse, in whole or in
part, any shares of Common Stock subject to such Award (or portion thereof)
shall again be available for issuance under the Plan.

              1.6.2 ADJUSTMENTS. The Committee shall have the authority (but
shall not be required) to adjust the number of shares of Common Stock authorized
pursuant to Section 1.6.1 and to adjust equitably (including, without
limitation, by payment of cash) the terms of any outstanding Awards (including,
without limitation, the number of shares of Common Stock covered by each
outstanding Award, the type of property to which the Award is subject and the
exercise or strike price of any Award), in such manner as it deems appropriate
to preserve the benefits or potential benefits intended to be made available to
grantees of Awards, for any increase or decrease in the number of issued shares
of Common Stock resulting from a stock split, reverse stock split, stock
dividend, spinoff, splitup, combination or reclassification of the Common Stock,
or any other event the Committee determines in its sole discretion affects the
capitalization of eBay, including any extraordinary dividend or distribution.
After any adjustment made pursuant to this Section 1.6.2, the number of shares
of Common Stock subject to each outstanding Award shall be rounded down to the
nearest whole number.

                                   ARTICLE II

                              AWARDS UNDER THE PLAN

2.1  AGREEMENTS EVIDENCING AWARDS

              Each Award granted under the Plan shall be evidenced by a written
document which shall contain such provisions and conditions as the Committee
deems appropriate. The Committee may grant Awards in tandem with or in
substitution for any other Award or Awards granted under this Plan or any award
granted under any other plan of the Company. By accepting an Award pursuant to
the Plan, a grantee agrees that the Award shall be subject to all of the terms
and provisions of the Plan and the applicable Award Agreement.

2.2  NO RIGHTS AS A STOCKHOLDER

              No grantee of an Award shall have any of the rights of a
stockholder of eBay with respect to shares of Common Stock subject to such Award
until the delivery of such shares. Except as otherwise provided in Section
1.6.2, no adjustments shall be made for dividends, distributions or other rights
(whether ordinary or extraordinary, and whether in cash, Common Stock, other
securities or other property) for which the record date is prior to the date
such shares are delivered.

2.3  GRANT OF DEFERRED STOCK UNITS

              2.3.1 Each New Director shall receive a one-time grant of deferred
stock units equal to the result of dividing (i) $150,000 by (ii) the Fair Market
Value on the date of grant, rounded down to the nearest whole share. A grantee
of a deferred stock unit will have only the rights of a general unsecured
creditor of eBay until delivery of shares of Common Stock, cash or other
securities or property is made as specified in the applicable Award Agreement.
As soon as practicable following the delivery date specified in the Award
Agreement, the grantee of each deferred stock unit not previously forfeited or
terminated shall receive one share of Common Stock, or cash, securities or other
property equal in value to the Fair Market Value of a share of Common Stock on
the delivery date specified in the Award Agreement or a combination thereof, as
specified by the Committee.

              2.3.2 The Committee may grant deferred stock units in such amounts
and subject to such terms and conditions as the Committee shall determine to
such other persons eligible to be selected for an Award pursuant to Section
1.4.2.

2.4  GRANT OF DIVIDEND EQUIVALENT RIGHTS

              The Committee may include in the Award Agreement with respect to
any Award a dividend equivalent

<PAGE>

right entitling the grantee to receive amounts equal to all or any portion of
the dividends that would be paid on the shares of Common Stock covered by such
Award if such shares had been delivered pursuant to such Award. The grantee of a
dividend equivalent right will have only the rights of a general unsecured
creditor of eBay until payment of such amounts is made as specified in the
applicable Award Agreement. In the event such a provision is included in an
Award Agreement, the Committee shall determine whether such payments shall be
made in cash, in shares of Common Stock or in another form, whether they shall
be conditioned upon the exercise of the Award to which they relate, the time or
times at which they shall be made, and such other terms and conditions as the
Committee shall deem appropriate.

                                   ARTICLE III

                                  MISCELLANEOUS

3.1  AMENDMENT OF THE PLAN

              The Committee may from time to time suspend, discontinue, revise
or amend the Plan in any respect whatsoever; provided, however, that such action
shall not materially adversely affect the rights and obligations of a grantee
under an Award previously granted.

3.2  TAX WITHHOLDING

              As a condition to the delivery of any shares of Common Stock
pursuant to any Award or the lifting or lapse of restrictions on any Award, or
in connection with any other event that gives rise to a federal or other
governmental tax withholding obligation on the part of the Company relating to
an Award (including, without limitation, FICA tax), (a) the Company may deduct
or withhold (or cause to be deducted or withheld) from any payment or
distribution to a grantee whether or not pursuant to the Plan; (b) the Committee
shall be entitled to require that the grantee remit cash to the Company (through
payroll deduction or otherwise), in each case in an amount sufficient in the
opinion of the Company to satisfy such withholding obligation; or (c) if the
event giving rise to the withholding obligation involves a transfer of shares of
Common Stock, then at the discretion of the Committee, the grantee may satisfy
the withholding obligation by electing to have the Company withhold shares of
Common Stock (not in excess of the statutory minimum rate) or by tendering
previously owned shares of Common Stock, in each case having a Fair Market Value
equal to the amount of tax to be withheld (or by any other mechanism as may be
required or appropriate to conform with local tax and other rules). For this
purpose, Fair Market Value shall be determined as of the date on which the
amount of tax to be withheld is determined (and the Company may cause any
fractional share amount to be settled in cash).

3.3  REQUIRED CONSENTS AND LEGENDS

              3.3.1 If the Committee shall at any time determine that any
consent (as hereinafter defined) is necessary or desirable as a condition of, or
in connection with, the granting of any Award, the delivery of shares of Common
Stock or the delivery of any cash, securities or other property under the Plan,
or the taking of any other action thereunder (each such action being hereinafter
referred to as a "plan action"), then such plan action shall not be taken, in
whole or in part, unless and until such consent shall have been effected or
obtained to the full satisfaction of the Committee. The Committee may direct
that any certificate evidencing shares delivered pursuant to the Plan shall bear
a legend setting forth such restrictions on transferability as the Committee may
determine to be necessary or desirable, and may advise the transfer agent to
place a stop transfer order against any legended shares.

              3.3.2 By accepting an Award, each grantee expressly provides
consent to the items described in Section 3.3.3 below.

              3.3.3 The term "consent" as used in this Section 3.3.3 with
respect to any plan action includes 3.3 any and all listings, registrations or
qualifications in respect thereof upon any securities exchange or under any
federal,

<PAGE>

state, or local law, or law, rule or regulation of a jurisdiction outside the
United States, 3.4 any and all written agreements and representations by the
grantee with respect to the disposition of the shares, or with respect to any
other matter, which the Committee may deem necessary or desirable to comply with
the terms of any such listing, registration or qualification or to obtain an
exemption from the requirement that any such listing, qualification or
registration be made, 3.5 any and all other consents, clearances and approvals
in respect of a plan action by any governmental or other regulatory body or any
stock exchange or self-regulatory agency and 3.6 any and all consents required
by the Committee. Nothing herein shall require eBay to list, register or qualify
shares of Common Stock on any securities exchange.

3.4  NONASSIGNABILITY; NO HEDGING

              Except to the extent otherwise expressly provided in the
applicable Award Agreement or determined by the Committee, no Award (or any
rights and obligations thereunder) granted to any person under the Plan may be
sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise
disposed of or hedged, in any manner (including through the use of any
cash-settled instrument), whether voluntarily or involuntarily and whether by
operation of law or otherwise, other than by will or by the laws of descent and
distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation,
or other disposition in violation of the provisions of this Section 3.4 shall be
null and void and any Award which is hedged in any manner shall immediately be
forfeited. All of the terms and conditions of this Plan and the Award Agreements
shall be binding upon any permitted successors and assigns.

3.5  SUCCESSOR ENTITY

              Unless otherwise provided in the applicable Award Agreement and
except as otherwise determined by the Committee, in the event of a merger,
consolidation, mandatory share exchange or other similar business combination of
eBay with or into any other entity ("successor entity") or any transaction in
which another person or entity acquires all of the issued and outstanding Common
Stock of eBay, or all or substantially all of the assets of eBay, outstanding
Awards may be assumed or a substantially equivalent award may be substituted by
such successor entity or a parent or subsidiary of such successor entity.

3.6  RIGHT OF DISCHARGE RESERVED

              Nothing in the Plan or in any Award Agreement shall confer upon
any grantee the right to continued service as a member of the Board or affect
any right which the Company or Board may have to terminate such service.

3.7  NATURE OF PAYMENTS

              3.7.1 Any and all grants of Awards and deliveries of Common Stock,
cash, securities or other property under the Plan shall be in consideration of
services performed or to be performed for the Company by the grantee. Awards
under the Plan may, in the discretion of the Committee, be made in substitution
in whole or in part for cash or other compensation otherwise payable to a
participant in the Plan. Only whole shares of Common Stock shall be delivered
under the Plan. Awards shall, to the extent reasonably practicable, be
aggregated in order to eliminate any fractional shares. Fractional shares shall
be rounded down to the nearest whole share and any such fractional shares shall
be forfeited.

              3.7.2 All such grants and deliveries shall constitute a special
discretionary incentive payment to the grantee and shall not be required to be
taken into account in computing the amount of salary or compensation of the
grantee for the purpose of determining any contributions to or any benefits
under any pension, retirement, profit-sharing, bonus, life insurance, severance
or other benefit plan of the Company or under any agreement with the grantee,
unless the Company specifically provides otherwise.

3.8  OTHER PAYMENTS OR AWARDS

              Nothing contained in the Plan shall be deemed in any way to limit
or restrict the Company from

<PAGE>

making any award or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.

3.9  PLAN HEADINGS

              The headings in this Plan are for the purpose of convenience only
and are not intended to define or limit the construction of the provisions
hereof.

3.10 TERMINATION OF PLAN

              The Committee reserves the right to terminate the Plan at any
time; provided, however, that in any case, the Plan shall terminate on March 17,
2013, and provided further, that all Awards made under the Plan prior to its
termination shall remain in effect until such Awards have been satisfied or
terminated in accordance with the terms and provisions of the Plan and the
applicable Award Agreements.

3.11 GOVERNING LAW

              THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS.

3.12 SEVERABILITY; ENTIRE AGREEMENT

              If any of the provisions of this Plan or any Award Agreement is
finally held to be invalid, illegal or unenforceable (whether in whole or in
part), such provision shall be deemed modified to the extent, but only to the
extent, of such invalidity, illegality or unenforceability and the remaining
provisions shall not be affected thereby; provided, that if any of such
provisions is finally held to be invalid, illegal, or unenforceable because it
exceeds the maximum scope determined to be acceptable to permit such provision
to be enforceable, such provision shall be deemed to be modified to the minimum
extent necessary to modify such scope in order to make such provision
enforceable hereunder. The Plan and any Award Agreements contain the entire
agreement of the parties with respect to the subject matter thereof and
supersede all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or
oral with respect to the subject matter thereof.

3.13 NO THIRD PARTY BENEFICIARIES

              Except as expressly provided therein, neither the Plan nor any
Award Agreement shall confer on any person other than the Company and the
grantee of any Award any rights or remedies thereunder.

3.14 SUCCESSORS AND ASSIGNS OF EBAY

              The terms of this Plan shall be binding upon and inure to the
benefit of eBay and any successor entity contemplated by Section 3.5.

3.15 DATE OF ADOPTION

            The Plan was adopted on March 18, 2003 by the Committee.

<PAGE>

                                    eBAY INC.

                          2003 DEFERRED STOCK UNIT PLAN
                          NEW DIRECTOR AWARD AGREEMENT

                  This award agreement (this "AWARD AGREEMENT") sets forth the
terms and conditions of an award (this "AWARD") of deferred stock units ("DSUS")
granted to you under the eBay Inc. 2003 Deferred Stock Unit Plan (the "PLAN").

                  1.       The Plan. This Award is made pursuant to the Plan,
the terms of which are incorporated in this Award Agreement. Capitalized terms
used in this Award Agreement that are not defined in this Award Agreement have
the meanings as used or defined in the Plan.

                  2.       Award. The number of DSUs subject to this Award is
set forth at the end of this Award Agreement. Each DSU constitutes an unfunded
and unsecured promise of eBay to deliver (or cause to be delivered) to you,
subject to the terms of this Award Agreement, one share of Common Stock (the
"SHARE" or the "SHARES" as the context requires) (or, in the sole discretion of
the Committee, cash, securities or other property equal to the Fair Market Value
thereof) as soon as practicable but in no case more than 10 days following the
Delivery Date as provided herein. You shall also be entitled to receive an
amount in cash equal to the sum of any declared dividends on the Shares which
the record date therefor occurred after the date of grant and prior to delivery
(the "DIVIDEND EQUIVALENT RIGHTS"). Until such delivery, you have only the
rights of a general unsecured creditor, and no rights as a stockholder, of eBay.
THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND
THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CHOICE
OF FORUM PROVISIONS SET FORTH IN PARAGRAPH 0.

                  3.       Vesting. Except as provided in this Paragraph 0 and
in Paragraph 0, you shall become vested in 25% of this grant of DSUs on the
first anniversary of the Date of Grant specified at the end of this Award
Agreement and in 2.0833% of this grant of DSUs each month thereafter. Except as
provided in Paragraph 0, if your service terminates for any reason prior to full
vesting, including due to failure to be nominated or re-elected as a member of
the Board, your rights in respect of all of your unvested DSUs shall terminate,
and no Shares (or cash) shall be delivered in respect of such unvested DSUs.

                  4.      DSU Account. A bookkeeping account will be established
for you which shall be credited with all DSUs and any dividend equivalent rights
that have been granted to you.


<PAGE>


                  5.       Delivery of Shares/DSU Payments.

                           (a)      Except as provided in this Paragraph 0 and
in Paragraphs 0, 0 and 0, the Shares underlying the vested DSUs and any dividend
equivalent rights corresponding to those vested DSUs shall be delivered as soon
as practicable but in no case more than 10 days following the Delivery Date
specified at the end of this Award Agreement. The Company may, at its option,
deliver cash, securities or other property in lieu of all or any portion of the
Shares otherwise deliverable. Such payment shall be equal in value to the
product of the number of Shares to be delivered on the Delivery Date and the
Fair Market Value of one Share of Common Stock on the Delivery Date. You shall
be deemed the beneficial owner of the Shares at the close of business on the
Delivery Date and shall be entitled to any dividend or distribution that has not
already been made with respect to such Shares if the record date for such
dividend or distribution is after the close of business on the Delivery Date.
Notwithstanding the foregoing, if the Delivery Date occurs at a time when you
are considered by eBay to be one of its "covered employees" within the meaning
of Section 162(m) of the Code, then, unless the Committee determines otherwise,
delivery of the Shares (or cash) automatically shall be deferred until after you
have ceased to be such a covered employee. Such deferral shall not affect the
number of shares or the amount of cash to be delivered.

                           (b)      Notwithstanding the foregoing, all DSUs and
any dividend equivalent rights shall vest and shall become payable immediately
upon a Change in Control. "CHANGE IN CONTROL" means (a) a dissolution or
liquidation of eBay, (b) a merger or consolidation in which eBay is not the
surviving corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of eBay in a different jurisdiction, or other
transaction in which there is no substantial change in the stockholders of eBay
or their relative stock holdings and the Awards granted under this Plan are
assumed, converted or replaced by the successor corporation, which assumption,
conversion or replacement will be binding on all grantees), (c) merger in which
eBay is the surviving corporation but after which the stockholders of eBay
(other than any stockholder which merges (or which owns or controls another
corporation which merges) with eBay in such merger) cease to own their shares or
other equity interests in eBay, (d) the sale of substantially all of the assets
of eBay, or (e) the acquisition, sale or transfer of more than 50% of the
outstanding shares of eBay by tender offer or similar transaction.

                           (c)      "DELIVERY DATE" means the date of your
termination of service with the Board.

                  6.       Disability and Death.

                           (a)      Notwithstanding any other provision of this
Award Agreement, if your service with the Company is terminated by reason of
disability (as determined in the sole discretion of the Committee, whether
temporary or permanent, partial or total), the condition set forth in Paragraph
0 shall be waived with respect to your then outstanding unvested DSUs (as a
result of which any such then unvested outstanding DSUs shall vest). Shares (or,
in the sole discretion of the Committee, cash, securities or other property in
lieu of all or any part thereof) corresponding to your outstanding DSUs and any
dividend equivalent rights shall be delivered to you as soon as practicable.

                           (b)      In the event of your death, the condition
set forth in Paragraph 0 shall be waived with respect to your then outstanding
unvested DSUs (as a result of which any such then unvested outstanding DSUs
shall vest). Shares (or, in the sole discretion of the Committee, cash,
securities or other property in lieu of all or any part thereof) corresponding
to your outstanding DSUs and any dividend equivalent rights shall be delivered
to the representative of your estate as soon as practicable after the date of
death and after such documentation as may be requested by the Committee is
provided to the Committee.

                  7.       Non-transferability. Except as otherwise may be
provided by the Committee, the limitations set forth in Section 3.4 of the Plan
shall apply. Any assignment in violation of the provisions of this Paragraph 0
shall be null and void.

<PAGE>

                  8.       Withholding, Consents and Legends.

                           (a)      The delivery of Shares is conditioned on
your satisfaction of any applicable withholding taxes (in accordance with
Section 3.2 of the Plan).

                           (b)      Your rights in respect to your DSUs are
conditioned on the receipts to the full satisfaction of the Committee of any
required consents (as defined in Section 3.3 of the Plan) that the Committee may
determine to be necessary or advisable (including, without limitation, your
consenting to deductions from your wages, or another arrangement satisfactory to
the Committee, to reimburse the Company for advances made on your behalf to
satisfy any withholding and other tax obligations in connection with this
Award).

                           (c)      eBay may affix to certificates representing
Shares issued pursuant to this Award Agreement any legend that the Committee
determines to be necessary or advisable (including to reflect any restrictions
to which you may be subject under a separate agreement with eBay). eBay may
advise the transfer agent to place a stop transfer order against any legended
Shares.

                  9.       Right of Offset. The Company shall have the right to
offset against the obligation to deliver Shares under this Award Agreement any
outstanding amounts (including, without limitation, travel and entertainment or
advance account balances, loans, or amounts repayable to the Company pursuant to
other director programs) you then owe to the Company and any amounts the
Committee otherwise deems appropriate.

                  10.      No Rights to Continued Service. Nothing in this Award
Agreement or the Plan shall be construed as giving you any right to continued
service with the Company or affect any right that the Company may have to
terminate your service with the Company or alter the terms and conditions of
your employment. 11. Successors and Assigns of eBay. The terms and conditions of
this Award Agreement shall be binding upon, and shall inure to the benefit of,
eBay and its successor entities (as defined in Section 3.6 of the Plan).

                  12.      Committee Discretion. The Committee shall have full
discretion with respect to any actions to be taken or determinations to be made
in connection with this Award Agreement, and its determinations shall be final,
binding and conclusive.

                  13.      Amendment. The Committee reserves the right at any
time to amend the terms and conditions set forth in this Award Agreement, and
the Board may amend the Plan in any respect; provided, that, notwithstanding the
foregoing and Sections 1.3.1(i), 1.3.1(ii) and 3.1 of the Plan, no such
amendment shall materially adversely affect your rights and obligations under
this Award Agreement without your consent, except that the Committee reserves
the right to accelerate the delivery of the Shares and in its discretion provide
that such Shares may not be transferable until the Delivery Date on which such
Shares otherwise would have been delivered (and that in respect of such Shares
you will remain obligated to return the Shares and any dividend equivalents to
the Company in the circumstances under which the Shares would not have been
delivered pursuant to Paragraph 0 or Paragraph 5). Any amendment of this Award
Agreement shall be in writing signed by an authorized member of the Committee or
a person or persons designated by the Committee.

                  14.      Adjustment. The provisions of Section 1.6.2 of the
Plan shall apply in the event the Committee desires to make such equitable
adjustments, designed to protect dilution or enlargement of rights, as it may
deem appropriate, in the number and kind of Shares covered by the DSUs subject
to this Award Agreement.

                  15.      Arbitration; Choice of Forum.

                           (a)      Any dispute, controversy or claim between
the Company and you, arising out of or relating to or concerning the Plan or
this Award Agreement, shall be finally settled by arbitration in San Jose,
California before, and in accordance with the rules then in effect of, the
American Arbitration Association (the "AAA") in accordance with the commercial
arbitration rules of the AAA. Prior to arbitration, all claims maintained

<PAGE>

by you must first be submitted to the Committee in accordance with claims
procedures determined by the Committee. This Paragraph is subject to the
provisions of Paragraphs 00 and 0 below.

                           (b)      THE COMPANY AND YOU HEREBY IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN
THE CITY OF SAN JOSE, CALIFORNIA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT
OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO PARAGRAPH 15(a) OF THIS AWARD
AGREEMENT. This includes any suit, action or proceeding to compel arbitration or
to enforce an arbitration award. The Company and you acknowledge that the forum
designated by this Paragraph 00 has a reasonable relation to the Plan, this
Award Agreement, and to your relationship with the Company. Notwithstanding the
foregoing, nothing herein shall preclude the Company from bringing any action or
proceeding in any other court for the purpose of enforcing the provisions of
this Paragraph 15.

                           (c)      The agreement by you and the Company as to
forum is independent of the law that may be applied in the action, and you and
the Company agree to such forum even if the forum may under applicable law
choose to apply non-forum law. You and the Company hereby waive, to the fullest
extent permitted by applicable law, any objection which you or the Company now
or hereafter may have to personal jurisdiction or to the laying of venue of any
such suit, action or proceeding in any court referred to in Paragraph 00. You
and the Company undertake not to commence any action, suit or proceeding arising
out of or relating to or concerning this Award Agreement in any forum other than
a forum described in this Paragraph 0. You and (subject to the last sentence of
Paragraph 00) the Company agree that, to the fullest extent permitted by
applicable law, a final and non-appealable judgment in any such suit, action or
proceeding in any such court shall be conclusive and binding upon you and the
Company.

                           (d)      You irrevocably appoint the Secretary of
eBay as your agent for service of process in connection with any action, suit or
proceeding arising out of or relating to or concerning this Award Agreement
which is not arbitrated pursuant to the provisions of Paragraph 00, who shall
promptly advise you of any such service of process.

                           (e)      You hereby agree to keep confidential the
existence of, and any information concerning, a dispute described in this
Paragraph 15, except that you may disclose information concerning such dispute
to the arbitrator or court that is considering such dispute or to your legal
counsel (provided that such counsel agrees not to disclose any such information
other than as necessary to the prosecution or defense of the dispute).

                  16.      Governing Law. THIS AWARD SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

                  17.      Headings. The headings in this Award Agreement are
for the purpose of convenience only and are not intended to define or limit the
construction of the provisions hereof.

<PAGE>

                  IN WITNESS WHEREOF, eBAY INC. has caused this Award Agreement
to be duly executed and delivered as of the Date of Grant.

                                            eBay Inc.

                                            By _________________________________
                                                 Name:
                                                 Title:

Recipient:      ________________________________________________________________

Number of DSUs: ________________________________________________________________

Date of Grant:  ________________________________________________________________

Delivery Date:    Termination of service as a Director of the Company for any
                  reason.

I have read the Plan and this Award Agreement and I agree to these terms.

__________________________________________
Participant Signature

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>f92100orexv5w1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.1

                            [LETTERHEAD APPEARS HERE]

August 6, 2003

eBay Inc.
2145 Hamilton Avenue
San Jose, California 95125

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by eBay Inc. (the "Company") of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") covering the offering of up to 15,000,000 shares of the
Company's Common Stock, $0.001 par value (the "Shares") pursuant to its 2001
Equity Incentive Plan, as amended, and its 2003 Deferred Stock Unit Plan (the
"Plans").

In connection with this opinion, we have examined the Registration Statement and
the Company's Certificate of Incorporation and Bylaws, each as amended, and such
other documents, records, certificates, memoranda and other instruments as we
deem necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related prospectuses, will be validly issued, fully
paid and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

COOLEY GODWARD LLP

By: /s/ Kenneth L. Guernsey
    ----------------------------------------
        Kenneth L. Guernsey


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>f92100orexv23w1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 17, 2003, except for Note 17,
which is as of March 28, 2003 relating to the financial statements, and
financial statement schedule of eBay Inc., which appears in eBay Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2002.

PRICEWATERHOUSECOOPERS LLP

August 6, 2003
San Jose, California

</TEXT>
</DOCUMENT>
</SUBMISSION>
