SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)

eBay Inc.

(Name of Subject Company (Issuer))

eBay Inc.

(Name of Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.001 Per Share

With an Exercise Price Equal to or Greater Than $27.01 Per Share

(Title of Class of Securities)

27864210

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Michael R. Jacobson, Esq.

Senior Vice President, Legal Affairs, General Counsel and Secretary

eBay Inc.

2145 Hamilton Avenue

San Jose, California 95125

(408) 376-7400

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Filing Person)

With a copy to:

Robert A. Koenig, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

(650) 328-4600

Transaction Valuation*	Amount of Filing Fee**
$ 171,136,485	$ 9,549.42

* Estimated solely for purposes of determining the filing fee. The calculation of the Transaction Valuation assumes that all outstanding options to purchase shares of eBay Inc. common stock that may be eligible for exchange in the offer will be exchanged pursuant to the offer. These options cover an aggregate of 57,333,362 shares of eBay Inc. common stock and have an aggregate value of $171,136,485 as of August 5, 2009, calculated using the Black-Scholes option pricing model.

** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2009, issued March 11, 2009, equals $55.80 per $1,000,000 of the aggregate amount of the Transaction Valuation. The Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $9,549.42	Filing Party: eBay Inc.
Form or Registration No.: Schedule TO	Date Filed: August 10, 2009

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed by eBay Inc. (“eBay”) with the Securities and Exchange Commission on August 10, 2009, as previously amended and supplemented on August 26, 2009. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 amends and restates only the items and exhibits to the Schedule TO that are being amended and restated, and unaffected items and exhibits are not included herein.

Item 12. Exhibits

The Exhibit Index attached to this Amendment No. 2 is incorporated herein by reference.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 28, 2009	eBay Inc.
	By:	/s/    Brian H. Levey
		Brian H. Levey
		Vice President, Deputy General Counsel and Assistant Secretary

EXHIBIT INDEX

Exhibit	Description
(a)(1)(i)*	Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units, Options or Cash Payments, dated August 10, 2009
(a)(1)(ii)*	Form of communication to employees from John Donahoe, eBay’s President and Chief Executive Officer, dated August 10, 2009
(a)(1)(iii)*	Transcript and slides from video presentation
(a)(1)(iv)*	Election Form
(a)(1)(v)*	Form of Agreement to Terms of Election
(a)(1)(vi)*	Form of letter provided to employees requesting hardcopy materials
(a)(1)(vii)*	Form of email to employees in Canada
(a)(1)(viii)*	Screen shots of election website
(a)(1)(ix)*	Intranet posting for Offer to Exchange
(a)(1)(x)*	Tax Ruling for Eligible Employees Subject to Tax in the Netherlands
(a)(1)(xi)*	Form of Consent Agreement to Tax Ruling for Eligible Employees Subject to Tax in the Netherlands
(a)(1)(xii)*	Tax Ruling for Eligible Employees Subject to Tax in Israel
(a)(1)(xiii)*	Form of Consent Agreement to Tax Ruling for Eligible Employees Subject to Tax in Israel
(a)(1)(xiv)*	Form of email confirmation
(a)(1)(xv)*	Form of flier reminder
(a)(1)(xvi)*	Form of email provided to eligible employees holding eligible options granted in Israel
(a)(1)(xvii)*	Form of email provided to eligible employees holding eligible options granted in the Netherlands
(a)(1)(xviii)*	Form of email provided to employees on expatriate assignments
(a)(1)(xix)*	Form of Communications Guidelines
(a)(1)(xx)	Form of email reminders to eligible employees
(a)(1)(xxi)	Form of email to eligible employees eligible to receive cash payments (notification of additional disclosure and calculation tool available on election website)
(a)(1)(xxii)	Form of email to eligible employees eligible to receive cash payments (regarding closing stock price)
(a)(1)(xxiii)	Screen shot of cash payment calculator (available on election website for eligible employees eligible to receive cash payments)
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(b)	Not applicable
(d)(1)	eBay Inc. 2008 Equity Incentive Award Plan, as amended (1)
(d)(2)	Form of Notice of Grant and Restricted Stock Unit Agreement under the eBay Inc. 2008 Equity Incentive Award Plan (U.S. Employees) (2)
(d)(3)*	Form of Notice of Grant, Restricted Stock Unit Agreement and Special Provisions for Restricted Stock Unit Awards for Participants Outside the U.S, under the eBay Inc. 2008 Equity Incentive Award Plan
(d)(4)*	Form of Notice of Grant (Israel Employees), Appendix – Israel Taxpayers and Restricted Stock Unit Agreement (Israel Employees), under the eBay Inc. 2008 Equity Incentive Award Plan
(d)(5)	eBay Inc. 2001 Equity Incentive Plan, as amended (3)
(d)(6)*	Form of Notice of Grant, Option Agreement and Special Provisions for Stock Options for Optionholders Outside the U.S. under the eBay Inc. 2001 Equity Incentive Plan
(d)(7)	eBay Inc. 2003 Deferred Stock Unit Plan, as amended (4)

Exhibit	Description
(d)(8)*	Form of Notice of Grant, Restricted Stock Unit Agreement for Employees in France under the eBay Inc. 2003 Deferred Stock Unit Plan and Rules of the eBay Inc. 2003 Deferred Stock Unit Plan for the Grant of Restricted Stock Units to Participants in France
(g)	Not applicable
(h)	Not applicable

* Previously Filed.

(1) Incorporated by reference to Exhibit 99.1 of eBay’s Form S-8 (SEC File No. 333-41944) filed with the SEC on June 5, 2009.

(2) Incorporated by reference to Exhibit 10.2 of eBay’s Current Report on Form 8-K (SEC File No. 000-24821) filed with the SEC on June 25, 2008.

(3) Incorporated by reference to Exhibit 10.13 of eBay’s Annual Report on Form 10-K (SEC File No. 000-24821) filed with the SEC on February 28, 2007.

(4) Incorporated by reference to Exhibit 10.15 of eBay’s Annual Report on Form 10-K (SEC File No. 000-24821) filed with the SEC on February 28, 2007.

EX-99.(A)(1)(XX)

Exhibit (a)(1)(xx)

Reminder: 10 Days Remaining for Stock Option Exchange Program

The Stock Option Exchange Program (Program) is a special opportunity for eligible employees to realize value from stock option grants that are currently significantly “underwater.”

This Program, which is being offered on a one-time basis and is open only for a limited time, generally allows eligible employees to exchange certain stock option grants for restricted stock units (RSUs) — subject to local country regulations.

Learn. Evaluate. Choose.

If you have not already done so, we encourage you to visit the Stock Option Exchange Election site at www.eBayStockOptionExchange.com. On this site, you can learn more about the Program, including which option grants are eligible for exchange and the option exchange ratios, and find instructions on how to participate in the Stock Option Exchange Program.

The decision of whether or not to participate in the Program is an important one, so please don’t put it off. If you choose to participate, you must make your election by 9:00 p.m. PDT on September 11, 2009.

Stock Option Exchange Program Ends This Week

This is the last week to decide whether or not to participate in the Stock Option Exchange Program. If you choose to participate, you must complete your election before 9:00 p.m. PDT on Friday, September 11.

If you have not already visited the Stock Option Exchange Election site at www.eBayStockOptionExchange.com, we encourage you take the time to do so. On the site, you can learn more about the Program and make, change or withdraw your election. The decision of whether or not to participate in the Stock Option Exchange Program is an important one, so we encourage you not to put it off until the last minute.

This is the last reminder you will receive about the Stock Option Exchange Program.

EX-99.(A)(1)(XXI)

Exhibit (a)(1)(xxi)

Additional Information Available on Stock Option Exchange Election Site

You are receiving this message because you are eligible to receive a cash payment in exchange for your eligible options under the Stock Option Exchange Program (Program). We have updated the Stock Option Exchange Election site to include a calculator that enables you to model the total potential cash payment (before taxes) that you would be eligible to receive if you elect to exchange some or all of your eligible options in the Program. For the calculator to work, you will need to enter a hypothetical closing price of eBay’s common stock on the completion date, which is currently expected to be Friday, September 11, 2009.

This new calculator can be found on the Stock Option Exchange Election site on the following pages:

• “Evaluate Your Options”

• “Make, Change or Withdraw an Election”

You will receive an additional message shortly after 1:00 p.m. PDT on Friday, September 11 (the completion date), informing you of the actual closing price of eBay’s common stock on the completion date, which will be used to calculate the actual amount of the cash payment (before taxes) that you would receive if you elect to exchange some or all of your eligible options in the Program.

Please visit the Stock Option Exchange Election site at www.eBayStockOptionExchange.com to review this additional information and to make, change or withdraw an election. If you choose to participate in the Program, you must complete your election before 9:00 p.m. PDT on Friday, September 11.

EX-99.(A)(1)(XXII)

Exhibit (a)(1)(xxii)

Cash Payment Calculation for the Stock Option Exchange Program

You are receiving this message because you are eligible to receive a cash payment in exchange for your eligible options under the Stock Option Exchange Program (Program).

Today’s per share closing stock price for eBay common stock was $[            ].

Here is the calculation for the cash payment you are eligible to receive if you elect to exchange some or all of your eligible options in the Program:

  Number of RSUs you would otherwise receive in exchange for your eligible options   x         Today’s closing stock price for eBay common stock on the Nasdaq Global Select Market   =       Your Cash Payment (before taxes)

You may enter today’s closing price into the calculator available on the “Evaluate Your Options” and “Make, Change or Withdraw an Election” pages of the Stock Option Exchange Election site to calculate the actual total cash payment (before taxes) that you would be eligible to receive if you elect to exchange some or all of your eligible options in the Program.

Please visit the Stock Option Exchange Election site at www.eBayStockOptionExchange.com to learn more about the Program and to make, change or withdraw an election. If you choose to participate in the Program, you must complete your election before 9:00 p.m. PDT TODAY, Friday, September 11, 2009.

EX-99.(A)(1)(XXIII)

Exhibit (a)(1)(xxiii)

Screen shot of Cash Payment Calculator (available on election website for eligible employees eligible to receive cash payments)

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The amount of the cash payment that you are eligible to receive in exchange for your eligible options will be determined by multiplying (i) the number of new RSUs that you would receive in exchange for your exchanged options pursuant to the exchange ratios (rounded down to the nearest whole share on a grant-by-grant basis). by the (ii) closing price per share of our common stock on the completion date of the offer, as reported on the Nasdaq Global Select Market and, where applicable, converting such amounts to local currency using the exchange rate for the completion date published in The Wall Street Journal.

The calculator below enables you to model the hypothetical closing price of eBay’s common stock on the completion date to calculate the total potential cash payment (in U.S. dollars, before taxes) that you would be eligible to receive if you elect to exchange some or all of your eligible options in the Stock Option Exchange Program.

Hypothetical Closing Price of eBay Common Stock on the Completion Date: $21.00

A. Total Number of New B. Hypothetical Closing C. Cash Payment RSUs Used to Determine Price of eBay Common Stock (before taxes) Cash Payment on the Completion Date [A x BJ 30 $21.00 $630.00 31 $21.00 $651.00 Total Potential Cash $1,281.00 Payment (Before Taxes)**

* Represents the number of new RSUs that you would otherwise receive in exchange for each of your eligible option grants pursuant to the exchange ratios (rounded down to the nearest whole share on a grant-by-grant basis).

** Represents the total potential cash payment (before taxes) that you would be eligible to receive if you exchange all of your eligible options. Please keep in mind that you are free to exchange some. all or none of your eligible options on a grant-by-grant basis.

You may model any hypothetical closing price for eBay common stock using the calculator above. For reference only, the following table provides some potential hypothetical closing prices for eBay’s common stock based upon recent closing stock prices. The current per share market price of eBay’s common stock is reported on the Nasdaq Global Select Market under the symbol “EBAY”.

Average Per Share High Per Share Low Per Share Closing Price Closing Price Closing Price August 10, 2009 through August 21, 2009 $21.72 $22.49 $20.84 July 14, 2009 through August 21, 2009 $20.81 $22.55 $16.76

IMPORTANT NOTE: Please be advised that the trading price of eBay’s common stock has fluctuated in the past and is expected to continue to do so in the future, as a result of a number of factors, many of which are outside eBay’s control.

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