S-4

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      As filed with the Securities and Exchange Commission on June 1, 2001
                                                 Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

                                    eBay Inc.
             (Exact name of registrant as specified in its charter)


                                                                     
              Delaware                              7389                          77-0430924
  (State or other jurisdiction of       (Primary Standard Industrial          (I.R.S. Employer
   incorporation or organization)        Classification Code Number)       Identification Number)



                            -------------------------

                              2145 Hamilton Avenue
                           San Jose, California 95125
                                 (408) 558-7400
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                            -------------------------

                               Michael R. Jacobson
          Vice President, Legal Affairs, General Counsel and Secretary
                              2145 Hamilton Avenue
                           San Jose, California 95125
                                 (408) 558-7400
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                            -------------------------

                                   Copies to:
                               Kenneth L. Guernsey
                               Michael J. Sullivan
                                 Erin A. Sawyer
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000

                            -------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from
time to time after this Registration Statement becomes effective.

        If the securities being registered on this Form are being offered in
connection with formation of a holding company, and there is compliance with
General Instruction G, check the following box. [ ]

        If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the Securities Act), check the following box. [X]

        If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

        If this Form is filed in a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

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                                   CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                   PROPOSED MAXIMUM         PROPOSED MAXIMUM        AMOUNT OF
  TITLE OF SECURITIES TO BE     AMOUNT TO BE        OFFERING PRICE         AGGREGATE OFFERING     REGISTRATION
         REGISTERED            REGISTERED (1)        PER SHARE (2)              PRICE (2)              FEE
- ----------------------------------------------------------------------------------------------------------------
                                                                                      
Common Stock, par value
$0.001 per share             10,000,000 shares          $60.54               $605,400,000.00       $151,350.00
================================================================================================================


(1)     This registration statement shall cover any additional shares of our
        common stock that become issuable by reason of any stock dividend, stock
        split, recapitalization or any other similar transaction effected
        without the receipt of consideration that results in an increase in the
        number of shares of our outstanding common stock.

(2)     Estimated solely for the purpose of calculating the amount of the
        registration fee, based on the average of the high and low sale prices
        of our common stock as reported on the Nasdaq National Market on May 30,
        2001.

                               ------------------

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.

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        The information in this prospectus is not complete and may be changed. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

                              SUBJECT TO COMPLETION

                                 (JUNE 1, 2001)

                                    eBay Inc.

                                10,000,000 SHARES

                                  COMMON STOCK

        This prospectus relates to 10,000,000 shares of common stock of eBay
Inc. that may be offered and issued from time to time in connection with
acquisitions of other businesses, assets or securities.

        The amount and type of consideration we will offer and the other
specific terms of each acquisition will be determined by negotiations with the
owners or the persons who control the businesses, assets or securities to be
acquired. We may structure business acquisitions in a variety of ways, including
acquiring stock, other equity interests or assets of the acquired business or
merging the acquired business with us or one of our subsidiaries. We expect that
the price of the shares we issue will be related to their market price, either
when we agree to the particular acquisition, when we issue the shares, or during
some other negotiated period. We may be required to provide further information
by means of a post-effective amendment to the registration statement or a
supplement to this prospectus once we know the actual information concerning a
specific acquisition.

        We will pay all expenses of this offering. We do not expect to pay any
underwriting discounts or commissions in connection with issuing these shares,
although we may pay finder's fees in specific acquisitions. Any person receiving
a finder's fee may be deemed an underwriter within the meaning of the Securities
Act of 1933.

        We may also permit individuals or entities who have received or will
receive shares of our common stock in connection with the acquisitions described
above to use this prospectus to cover resales of those shares. If this happens,
we will not receive any proceeds from such shares. See "Selling Stockholders"
for the identity of any such individuals or entities.

        Our common stock is quoted on the Nasdaq National Market under the
symbol "EBAY." We will make an application to list these shares on the Nasdaq
National Market. The last reported sales price of our common stock on the Nasdaq
National Market on June 1, 2001 was $60.52 per share.

  INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2.

        The shares offered or sold under this prospectus have not been approved
by the Securities and Exchange Commission or any state securities commission,
nor have these organizations determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.

                 THE DATE OF THIS PROSPECTUS IS          , 2001



        THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS
INFORMATION IS AVAILABLE WITHOUT CHARGE TO SECURITY HOLDERS UPON ORAL OR WRITTEN
REQUEST TO EBAY INC., ATTN: INVESTOR RELATIONS, 2145 HAMILTON AVENUE, SAN JOSE,
CA 95125, TELEPHONE: (408) 558-7400. TO ENSURE TIMELY DELIVERY OF THE REQUESTED
INFORMATION, YOU SHOULD MAKE YOUR REQUEST AT LEAST FIVE BUSINESS DAYS BEFORE THE
DATE YOU MUST MAKE YOUR INVESTMENT DECISION.

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                                    eBay Inc.

OVERVIEW

        We pioneered online person-to-person trading by developing an
Internet-based community in which buyers and sellers are brought together in an
efficient and entertaining auction format to buy and sell personal items such as
antiques, coins, collectibles, computers, memorabilia, stamps and toys. The eBay
service permits sellers to list items for sale, buyers to bid on items of
interest and all eBay users to browse through listed items in a fully-automated,
topically-arranged, intuitive and easy-to-use online service that is available
24-hours- a-day, seven-days-a-week. We have extended our online offerings with
several acquisitions, including alando, Internet Auction and iBazar,
international online person-to-person trading communities, Billpoint, a provider
of online billing and payment solutions that is now a majority owned subsidiary,
and Half.com, a provider of fixed price person-to-person e-commerce. We have
expanded beyond our online origins into the traditional auction business with
our acquisitions of Butterfields Auctioneers Corporation and Kruse, Inc. d/b/a
Kruse International.

        We were formed as a sole proprietorship in September 1995, incorporated
in California in May 1996 and reincorporated in Delaware in April 1998. As of
March 31, 2001, we had operations in the United States, Switzerland, the United
Kingdom, Germany, France, Australia, Canada, Italy, South Korea and Japan. Our
principal executive offices are located at 2145 Hamilton Avenue, San Jose,
California 95125. Our telephone number is (408) 558-7400, and our website is
located at www.ebay.com. Information contained on our website is not a part of
this prospectus. As used in this prospectus, the "we," "us," "our," and "eBay"
refer to eBay, Inc., a Delaware corporation, and its California predecessor, as
well as all of our consolidated subsidiaries.

        eBay(R) and the eBay logo are our registered trademarks. This prospectus
also includes trade dress, trade names and trademarks of other companies. Our
use or display of other parties' trademarks, trade dress or trade names is not
intended to and does not imply a relationship with the trademark, trade name or
trade dress owners.



                           FORWARD LOOKING STATEMENTS

           This prospectus and other documents that are and will be incorporated
into this prospectus contain forward-looking statements that involve risks and
uncertainties. The outcome of the events described in these forward-looking
statements is subject to risks and actual results could differ materially. These
statements relate to our future plans, objectives, expectations and intentions.
These statements may be identified by the use of words like "believes,"
"expects", "anticipates", "intends", "plans" and similar expressions. Our actual
results could differ materially from those discussed in these statements.
Factors that could contribute to these differences include those discussed under
"Risk Factors," beginning on page 2 and elsewhere in this prospectus and
documents incorporated herein by reference. We urge you to read those sections
carefully. Except as may be required by law, we undertake no obligation to
publicly update any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future.




                                  RISK FACTORS

The risks and uncertainties described below are not the only ones facing eBay.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks or such other risks actually occur, our business could be
harmed.

We have a limited operating history.

    Our company was formed as a sole proprietorship in September 1995 and was
incorporated in California in May 1996 and reincorporated in Delaware in April
1998. We have only a limited operating history on which you can base an
evaluation of our business and prospects. As an online commerce company still
relatively early in our development, we face substantial risks, uncertainties,
expenses and difficulties. To address these risks and uncertainties, we and our
subsidiaries must do the following:

    -   maintain and increase our number of registered users, items listed on
        our service and completed sales;



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    -   expand into new areas;

    -   maintain and grow our websites and customer support operations at a
        reasonable cost;

    -   continue to make trading through our service safer for users;

    -   maintain and enhance our brand;

    -   continue to develop and upgrade our technology and information
        processing systems;

    -   continue to enhance and expand our service to meet the changing
        requirements of our users;

    -   provide superior customer service;

    -   remain attractive to our commercial partners;

    -   respond to competitive developments; and

    -   attract, integrate, retain and motivate qualified personnel.

    We may be unable to accomplish one or more of these goals, which could cause
our business to suffer. In addition, accomplishing one or more of these goals
might be very expensive, which could harm our financial results.

Our operating results may fluctuate

    Our operating results have varied on a quarterly basis during our operating
history. Our operating results may fluctuate significantly as a result of a
variety of factors, many of which are outside our control. Factors that may
affect our quarterly operating results include the following:

    -   our ability to retain an active user base, to attract new users who list
        items for sale and who purchase items through our service and to
        maintain customer satisfaction;

    -   our ability to keep our websites operational and to manage the number of
        items listed on our service;

    -   the amount and timing of operating costs and capital expenditures
        relating to the maintenance and expansion of our business, operations
        and infrastructure;

    -   foreign, federal, state or local government regulation, including
        investigations prompted by items improperly listed or sold by our users;

    -   the introduction of new sites, services and products by us or our
        competitors;

    -   volume, size, timing and completion rate of trades on our websites;

    -   consumer confidence in the security of transactions on our websites;

    -   our ability to upgrade and develop our systems and infrastructure to
        accommodate growth;

    -   technical difficulties or service interruptions;

    -   our ability to attract new personnel in a timely and effective manner;

    -   our ability to retain key employees in both our online businesses and
        our acquisitions;

    -   our ability to integrate and manage our acquisitions successfully;

    -   our ability to expand our product offerings involving fixed price
        trading successfully;

    -   the ability of our land-based auction businesses to acquire high quality
        properties for auction;

    -   the timing, cost and availability of advertising in traditional media
        and on other websites and online services;

    -   the timing of payments to us and of marketing and other expenses under
        existing and future contracts;



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    -   consumer trends and popularity of some categories of collectible items;

    -   the success of our brand building and marketing campaigns;

    -   the continued success of our commercial partners and technology
        suppliers;

    -   the level of use of the Internet and online services;

    -   increasing consumer acceptance of the Internet and other online services
        for commerce and, in particular, the trading of products such as those
        listed on our websites; and

    -   general economic conditions and economic conditions specific to the
        Internet and e-commerce industries.

    Our limited operating history and growing competition make it difficult for
us to forecast the level or source of our revenues or earnings accurately. We
believe that period-to-period comparisons of our operating results may not be
meaningful, and you should not rely upon them as an indication of future
performance. We do not have backlog, and almost all of our net revenues each
quarter come from transactions for items that are listed and sold during that
quarter. Our operating results in one or more future quarters may fall below the
expectations of securities analysts and investors. In that event, the trading
price of our common stock would almost certainly decline.

Our failure to manage growth could harm us

    We currently are experiencing a period of expansion in our headcount,
facilities and infrastructure, and we anticipate that further expansion will be
required to address potential growth in our customer base and number of listings
as well as our expansion into new geographic areas, types of goods and
alternative methods of sale. This expansion has placed, and we expect it will
continue to place, a significant strain on our management, operational and
financial resources. The areas that are put under strain by our growth include
the following:

    -   The Websites. We must constantly add new hardware, update software and
        add new engineering personnel to accommodate the increased use of our
        and our subsidiaries' websites and the new products and features we are
        regularly introducing. This upgrade process is expensive, and the
        increased complexity of our websites increases the cost of additional
        enhancements. If we are unable to increase the capacity of our systems
        at least as fast as the growth in demand for this capacity, our websites
        may become unstable and may cease to operate for periods of time. We
        have experienced periodic unscheduled downtime. Continued unscheduled
        downtime would harm our business and also could anger users of our
        websites and reduce future revenues.

    -   Customer Support. We are expanding our customer support operations to
        accommodate the increased number of users and transactions on our
        websites. If we are unable to hire and successfully train sufficient
        employees or contractors in this area in a cost-effective manner, users
        of our websites may have negative experiences, and current and future
        revenues could suffer, or our margins may decrease.

    -   Customer Accounts. Our revenues are dependent on prompt and accurate
        billing processes. If we are unable to grow our transaction processing
        abilities to accommodate the increasing number of transactions that must
        be billed, our ability to collect revenue will be harmed.

    We must continue to hire, train and manage new employees at a rapid rate.
The majority of our employees today have been with us less than one year and we
expect that our rate of hiring will continue at a very high pace. If our new
hires perform poorly, or if we are unsuccessful in hiring, training and
integrating these new employees, or if we are not successful in retaining our
existing employees, our business may be harmed. To manage the expected growth of
our operations and personnel, we will need to improve our transaction
processing, operational and financial systems, procedures and controls. This is
a special challenge when we acquire new operations with different systems. Our
current and planned personnel, systems, procedures and controls may not be
adequate to support our future operations. We may be unable to hire, train,
retain and manage required personnel or to identify and take advantage of
existing and potential strategic relationships and market opportunities.

We may not maintain profitability

    We believe that our continued profitability will depend in large part on our
ability to do the following:

    -   maintain sufficient transaction volume to attract buyers and sellers;

    -   manage the costs of our business, including the costs associated with
        maintaining and developing our websites, customer support and
        international and product expansion;



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    -   increase our brand name awareness; and

    -   provide our customers with superior community and trading experiences.

    We are investing heavily in marketing and promotion, customer support,
further development of our websites, technology and operating infrastructure
development. The costs of these investments are expected to remain significant
into the future. In addition, many of our acquisitions require continuing
investments in these areas and we have significant ongoing commitments in some
of these areas. As a result, we may be unable to adjust our spending rapidly
enough to compensate for any unexpected revenue shortfall, which may harm our
profitability. The existence of several larger and more established companies
that are enabling online sales as well as new companies, many of whom do not
charge for transactions on their sites and others who are facilitating trading
through other pricing formats (e.g., fixed price, reverse auction, group buying,
etc.) may limit our ability to raise user fees in response to declines in
profitability. In addition, we are spending in advance of anticipated growth,
which may also harm our profitability. In view of the rapidly evolving nature of
our business and our limited operating history, we believe that period-to-period
comparisons of our operating results are not necessarily meaningful. You should
not rely upon our historical results as indications of our future performance.

Acquisitions could result in dilution, operating difficulties and other harmful
consequences

    We have acquired a number of businesses, including our recently completed
acquisitions of Half.com and Internet Auction and iBazar, and may in the future
acquire businesses, technologies, services or products that we believe are
strategic. The process of integrating any acquisition may create unforeseen
operating difficulties and expenditures and is itself risky. The areas where we
may face difficulties include:

    -   diversion of management time (at both companies) during the period of
        negotiation through closing and further diversion of such time after
        closing from focus on operating the businesses to issues of integration
        and future products;

    -   decline in employee morale and retention issues resulting from changes
        in compensation, reporting relationships, future prospects or the
        direction of the business;

    -   the need to integrate each company's accounting, management information,
        human resource and other administrative systems to permit effective
        management, and the lack of control if such integration is delayed or
        not implemented;

    -   the need to implement controls, procedures and policies appropriate for
        a larger public company at companies that prior to acquisition had been
        smaller, private companies; and

    -   in some cases, the need to transition operations onto the existing eBay
        platform.

    Prior to the four large acquisitions we made in 1999, we had almost no
experience in managing this integration process. Many of our acquisitions to
date have involved either family-run companies or very early stage companies,
which may worsen these integration issues. Foreign acquisitions involve special
risks including those related to integration of operations across different
cultures, currency risks and the particular economic and regulatory risks
associated with specific countries. Moreover, the anticipated benefits of any or
all of our acquisitions may not be realized. Future acquisitions or mergers
could result in potentially dilutive issuances of equity securities, the
incurrence of debt, contingent liabilities or amortization expenses related to
goodwill and other intangible assets, any of which could harm our business.
Future acquisitions or mergers may require us to obtain additional equity or
debt financing, which may not be available on favorable terms or at all. Even if
available, this financing may be dilutive.

There are many risks associated with our international operations

    We are expanding internationally. In 1999, we acquired alando.de.ag, a
leading online German personal trading platform, and began operations in the
United Kingdom and, through a joint venture, in Australia. In the first quarter
of 2000, we further expanded into Japan and formally launched our localized
Canadian operations. In October 2000, we launched our French site. In January
2001, we launched our Italian site. In February 2001, we completed our
acquisition of a majority interest in Internet Auction, a Korean company with
online trading operations in Korea, and, in May 2001, we completed our
acquisition of iBazar, a French company with online trading operations in eight
countries, primarily in Europe. Expansion into international markets requires
management attention and resources. We have limited experience in localizing our
service to conform to local cultures, standards and policies. In most countries,
we will have to compete with local companies who understand the local market
better than we do. We may not be successful in expanding into international
markets or in generating revenues from foreign operations. Even if we are
successful, the costs of operating new sites are expected to exceed our net
revenues for at least 12 months in most countries. As we continue to expand
internationally, we are subject to risks of doing business internationally,
including the following:



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    -   regulatory requirements, including regulation of "auctions," that may
        limit or prevent the offering of our services in local jurisdictions,
        may prevent enforceable agreements between sellers and buyers or may
        prohibit certain categories of goods;

    -   legal uncertainty regarding liability for the listings of our users,
        including less Internet-friendly legal systems, unique local laws and
        lack of clear precedent or applicable law;

    -   government-imposed limitations on the public's access to the Internet;

    -   difficulties in staffing and managing foreign operations;

    -   longer payment cycles, different accounting practices and problems in
        collecting accounts receivable;

    -   local taxation of transactions on our websites;

    -   higher telecommunications and Internet service provider costs;

    -   stronger local competitors;

    -   more stringent consumer protection laws;

    -   cultural non-acceptance of online trading;

    -   seasonal reductions in business activity; and

    -   potentially adverse tax consequences.

    Some of these factors may cause our international costs to exceed our
domestic costs of doing business. To the extent we expand our international
operations and have additional portions of our international revenues
denominated in foreign currencies, we also could become subject to increased
difficulties in collecting accounts receivable and risks relating to foreign
currency exchange rate fluctuations.

Our revenue from end-to-end service providers, commercial partners and
advertising is subject to factors beyond our control

    We are earning revenues from end-to-end service providers, commercial
partnerships and direct advertising promotions. These revenues may be affected
by the financial condition of the parties with whom we have these relationships
and by the success of online promotions generally. Recently, the pricing of
online advertisements has deteriorated. Our direct advertising revenue is
dependent in significant part on the performance of AOL's sales force, which we
do not control. Reduction in these revenues, whether due to the softening of the
demand for online advertising in general or particular problems facing parties
with whom we have commercial relationships, could adversely affect our results.

Our business may be harmed by the listing or sale by our users of illegal items

    The law relating to the liability of providers of online services for the
activities of their users on their service is currently unsettled. We are aware
that certain goods, such as firearms, other weapons, adult material, tobacco
products, alcohol and other goods that may be subject to regulation by local,
state or federal authorities, have been listed and traded on our service. We may
be unable to prevent the sale of unlawful goods, or the sale of goods in an
unlawful manner, by users of our service, and we may be subject to allegations
of civil or criminal liability for unlawful activities carried out by users
through our service. We have been subject to several lawsuits based upon such
allegations. See "--Government inquiries may lead to charges or penalties" and
"--We are subject to intellectual property and other litigation." In order to
reduce our exposure to this liability, we have prohibited the listing of certain
items and increased the number of personnel reviewing questionable items. In the
future, we may implement other protective measures that could require us to
spend substantial resources and/or to reduce revenues by discontinuing certain
service offerings. Any costs incurred as a result of liability or asserted
liability relating to the sale of unlawful goods or the unlawful sale of goods,
could harm our business. In addition, we have received significant and
continuing media attention relating to the listing or sale of unlawful goods on
our websites. This negative publicity could damage our reputation and diminish
the value of our brand name. It also could make users reluctant to continue to
use our services.

Our business may be harmed by the listing or sale by our users of pirated or
counterfeit items

    We have received in the past, and we anticipate we will receive in the
future, communications alleging that certain items listed or sold through our
service by our users infringe third-party copyrights, trademarks and



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tradenames or other intellectual property rights. Although we have sought to
work actively with the content community to eliminate infringing listings on our
websites, some content owners have expressed the view that our efforts are
insufficient. Content owners have been active in defending their rights against
online companies, including eBay. An allegation of infringement of third-party
intellectual property rights may result in litigation against us. Any such
litigation could be costly for us, could result in increased costs of doing
business through adverse judgment or settlement, could require us to change our
business practices in expensive ways, or could otherwise harm our business.
Litigation against other online companies could result in interpretations of the
law that could also require us to change our business practices or otherwise
increase our costs. See "--Government inquiries may lead to charges or
penalties" and "--We are subject to intellectual property and other litigation."

Our business may be harmed by fraudulent activities on our websites

    Our future success will depend largely upon sellers reliably delivering and
accurately representing their listed goods and buyers paying the agreed purchase
price. We have received in the past, and anticipate that we will receive in the
future, communications from users who did not receive the purchase price or the
goods that were to have been exchanged. In some cases individuals have been
arrested and convicted for fraudulent activities using our websites. While we
can suspend the accounts of users who fail to fulfill their delivery obligations
to other users, we do not have the ability to require users to make payments or
deliver goods or otherwise make users whole other than through our limited
insurance program. Other than through this program, we do not compensate users
who believe they have been defrauded by other users. We also periodically
receive complaints from buyers as to the quality of the goods purchased.
Negative publicity generated as a result of fraudulent or deceptive conduct by
users of our service could damage our reputation and diminish the value of our
brand name. We expect to continue to receive requests from users requesting
reimbursement or threatening or commencing legal action against us if no
reimbursement is made. Our liability for these sort of claims is only beginning
to be clarified and may be higher in some non-U.S. jurisdictions than it is in
the U.S. This sort of litigation could be costly for us, divert management
attention, result in increased costs of doing business, lead to adverse
judgments or could otherwise harm our business. In addition, affected users will
likely complain to regulatory agencies. See "--Government inquiries may lead to
charges or penalties."

Government inquiries may lead to charges or penalties

    On January 29, 1999, we received initial requests to produce certain records
and information to the federal government relating to an investigation of
possible illegal transactions in connection with our websites. We were informed
that the inquiry includes an examination of our practices with respect to these
transactions. We have provided further information in connection with this
ongoing inquiry. In order to protect the investigation, the court has ordered
that no further public disclosures be made with respect to the matter.

    On March 24, 2000, Butterfields received a grand jury subpoena from the
Antitrust Division of the Department of Justice requesting documents relating
to, among other things, changes in Butterfields' seller commissions and buyer
premiums and discussions, agreements or understandings with other auction
houses, in each case since 1992. We believe this request may be related to a
publicly reported criminal investigation of auction houses for price fixing. We
have provided the information requested in the subpoena.

    Should these or any other investigations lead to civil or criminal charges
against us, we would likely be harmed by negative publicity, the costs of
litigation, the diversion of management time and other negative effects, even if
we ultimately prevail. Our business would suffer if we were not to prevail in
any actions like these. Even the process of providing records and information
can be expensive, time consuming and result in the diversion of management
attention.

    A large number of transactions occur on our websites. We believe that
government regulators have received a substantial number of consumer complaints
about us which, while small as a percentage of our total transactions, are large
in aggregate numbers. As a result, we have from time to time been contacted by
various foreign, federal, state and local regulatory agencies and been told that
they have questions with respect to the adequacy of the steps we take to protect
our users from fraud. We are likely to receive additional inquiries from
regulatory agencies in the future, which may lead to action against us. We have
responded to all inquiries from regulatory agencies by describing our current
and planned antifraud efforts. If one or more of these agencies is not satisfied
with our response to current or future inquiries, the resultant investigations
and potential fines or other penalties could harm our business.

    We are subject to laws relating to the use and transfer of personally
identifiable information about our users and their transactions, both within and
outside of the U.S. Violation of these laws, which in some cases apply even to
transfers of information amongst ourselves and our subsidiaries and commercial
partners, as well as to third parties, could subject us to significant penalties
and negative publicity and could adversely affect our company.

    We have provided information to the antitrust division of the Department of
Justice in connection with an inquiry into our conduct with respect to "auction
aggregators" including our licensing program and our recently



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settled lawsuit against Bidder's Edge. Should the division decide to take action
against us, we would likely be harmed by negative publicity, the costs of the
action, possible private antitrust lawsuits, the diversion of management time
and effort and penalties we might suffer if we ultimately were not to prevail.

Some of our businesses are subject to regulation and others may be in the future

    Both Butterfields and Kruse are subject to regulation in some jurisdictions
governing the manner in which live auctions are conducted. Both are required to
obtain licenses in these jurisdictions with respect to their business or to
permit the sale of categories of items (e.g., wine, automobiles and real
estate). These licenses generally must be renewed regularly and are subject to
revocation for violation of law, violation of the regulations governing auctions
in general or the sale of the particular item and other events. If either
company was unable to renew a license or had a license revoked, its business
would be harmed. In addition, changes to the regulations or the licensure
requirements could increase the complexity and the cost of doing auctions,
thereby harming us.

    As our activities and the types of goods listed on our site expand, state
regulatory agencies may claim that we are subject to licensure in their
jurisdiction. These claims could result in costly litigation or could require us
to change our manner of doing business in ways that increase our costs or reduce
our revenues or force us to prohibit listings of certain items. We could also be
subject to fines or other penalties. Any of these outcomes could harm our
business.

    As we have expanded internationally, we have become subject to additional
regulations, including regulations on the transmission of personal information.
These laws may require costly changes to our business practices. If we are found
to have violated any of these laws, we could be subject to fines or penalties,
and our business could be harmed.

Companies that handle payments, including our subsidiaries Billpoint, Half.com.
and Internet Auction may be subject to additional regulation

    The Half.com business model involves the handling of payments by buyers for
the items listed by Half.com's sellers. Internet Auction also has a business
model involving the handling of payments by buyers. Billpoint handles its
customer funds as a provider of Internet payment solutions. Businesses that
handle consumers' funds are subject to numerous regulations, including those
related to banking, credit cards, escrow, fair credit reporting, privacy of
financial records and others. Billpoint is a new business with a relatively
novel approach to facilitating payments. It is not yet known how regulatory
agencies will treat Billpoint. The cost and complexity of Billpoint's business
may increase if certain regulations are deemed to apply to its business. In
addition to the need to comply with these regulations, Billpoint's business is
also subject to risks of fraud, the need to grow systems and processes rapidly
if its products are well received, a high level of competition, including larger
and better financed competitors and the need to coordinate systems and policies
among itself, us and Wells Fargo Bank, which is the provider of payment
services. Similarly, Half.com may be subject to certain regulations regarding
payments and the cost and complexity of its business may increase if these
regulations are deemed to apply to its business.

We are subject to risks associated with information disseminated through our
service

    The law relating to the liability of online services companies for
information carried on or disseminated through their services is currently
unsettled. Claims could be made against online services companies under both
U.S. and foreign law for defamation, libel, invasion of privacy, negligence,
copyright or trademark infringement, or other theories based on the nature and
content of the materials disseminated through their services. Several private
lawsuits seeking to impose liability upon us have brought against us. In
addition, federal, state and foreign legislation has been proposed that imposes
liability for or prohibits the transmission over the Internet of certain types
of information. Our service features a Feedback Forum, which includes
information from users regarding other users. Although all such feedback is
generated by users and not by us, it is possible that a claim of defamation or
other injury could be made against us for content posted in the Feedback Forum.
Claims like these become more likely and have a higher probability of success in
jurisdictions outside the U.S. If we become liable for information provided by
our users and carried on our service in any jurisdiction in which we operate, we
could be directly harmed and we may be forced to implement new measures to
reduce our exposure to this liability. This may require us to expend substantial
resources and/or to discontinue certain service offerings, which would
negatively affect our financial results. In addition, the increased attention
focused upon liability issues as a result of these lawsuits and legislative
proposals could harm our reputation or otherwise impact the growth of our
business. Any costs incurred as a result of this liability or asserted liability
could harm our business.

We are subject to intellectual property and other litigation

    On April 25, 2000, we were served with a lawsuit, Gentry et.al. v. eBay,
Inc. et.al, filed in Superior Court in San Diego, California. The lawsuit was
filed on behalf of a purported class of eBay users who purchased allegedly
forged autographed sports memorabilia on eBay. The lawsuit claims we were
negligent in permitting certain named



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(and other unnamed) defendants to sell allegedly forged autographed sports
memorabilia on eBay. In addition, the lawsuit claims we violated California
unfair competition law and a section of the California Civil Code which
prohibits "dealers" from selling sports memorabilia without a "Certificate of
Authenticity." On January 26, 2001, the court issued a ruling dismissing all
claims against us in the lawsuit. The court ruled that our business falls within
the safe harbor provisions of 47 USC 230, which grants internet service
providers such as eBay with immunity from state claims based on the conduct of
third parties. The court also noted that we were not a "dealer" under California
law and thus not required to provide certificates of authenticity with
autographs sold over our site by third parties. All counts of the plaintiffs'
suit were dismissed with prejudice as to eBay. The plaintiffs have filed an
appeal of this ruling. We believe we have meritorious defenses and intend to
defend ourselves vigorously.

    On April 25, 2001, our European subsidiaries, eBay GmbH and eBay
International AG, were sued by Montres Rolex S.A. and certain Rolex affiliates
(Rolex) in the regional court of Cologne, Germany. Rolex alleged that our
subsidiary was infringing Rolex's trademarks as result of users selling
counterfeit Rolex watches through our German website. The suit also alleges
unfair competition. Rolex is seeking an order forbidding the sale of Rolex
watches on the website as well as damages. We believe that we have meritorious
defenses against this claim and intend to defend ourselves vigorously.

    Other third parties have from time to time claimed and may claim in the
future that we have infringed their past, current or future intellectual
property rights. We may become more vulnerable to such claims as laws such as
the Digital Millennium Copyright Act are interpreted by the courts. We expect
that we will increasingly be subject to infringement claims as the number of
services and competitors in our segment grow. These claims, whether meritorious
or not, could be time-consuming, result in costly litigation, cause service
upgrade delays, require expensive changes in our methods of doing business or
could require us to enter into costly royalty or licensing agreements, if
available. As a result, these claims could harm our business.

     From time to time, we are involved in disputes that arise in the ordinary
course of business. Management believes that the ultimate resolution of these
disputes will not have a material adverse impact on our financial position or
results of operations.

The inability to expand our systems may limit our growth

    We seek to generate a high volume of traffic and transactions on our
service. The satisfactory performance, reliability and availability of our
websites, processing systems and network infrastructure are critical to our
reputation and our ability to attract and retain large numbers of users. Our
revenues depend primarily on the number of items listed by users, the volume of
user transactions that are successfully completed and the final prices paid for
the items listed. We need to expand and upgrade our technology, transaction
processing systems and network infrastructure both to meet increased traffic on
our site and to implement new features and functions, including those required
under our contracts with third parties. We may be unable to accurately project
the rate or timing of increases, if any, in the use of our service or to expand
and upgrade our systems and infrastructure to accommodate any increases in a
timely fashion.

    We use internally developed systems to operate our service for transaction
processing, including billing and collections processing. We must continually
improve these systems in order to accommodate the level of use of our websites.
In addition, we may add new features and functionality to our services that
would result in the need to develop or license additional technologies. We
capitalize hardware and software costs associated with this development in
accordance with generally accepted accounting principles and include such
amounts in property and equipment. Our inability to add additional software and
hardware or to upgrade our technology, transaction processing systems or network
infrastructure to accommodate increased traffic or transaction volume could have
adverse consequences. These consequences include unanticipated system
disruptions, slower response times, degradation in levels of customer support,
impaired quality of the users' experiences of our service and delays in
reporting accurate financial information. Our failure to provide new features or
functionality also could result in these consequences. We may be unable to
effectively upgrade and expand our systems in a timely manner or to integrate
smoothly any newly developed or purchased technologies with our existing
systems. These difficulties could harm or limit our ability to expand our
business.

Unauthorized break-ins or other assaults on our service could harm our business

    Our servers are vulnerable to computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to interruptions, delays,
loss of data, public release of confidential data or the inability to complete
customer transactions. In addition, unauthorized persons may improperly access
our data. We have experienced an unauthorized break-in by a "hacker" who has
stated that he could, in the future, damage or change our system or take
confidential information. We have also experienced "denial of service" type
attacks on our system that have made all or portions of our websites unavailable
for periods of time. These and other types of attacks could harm us. Actions of
this sort may be very expensive to remedy and could damage our reputation and
discourage new and existing users from using our service.



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System failures could harm our business

    We have experienced system failures from time to time. Our primary website
has been interrupted for periods of up to 22 hours. In addition to placing
increased burdens on our engineering staff, these outages create a flood of user
questions and complaints that need to be addressed by our customer support
personnel. Any unscheduled interruption in our service results in an immediate
loss of revenues that can be substantial and may cause some users to switch to
our competitors. If we experience frequent or persistent system failures, our
reputation and brand could be permanently harmed. We have been taking steps to
increase the reliability and redundancy of our system. These steps are
expensive, reduce our margins and may not be successful in reducing the
frequency or duration of unscheduled downtime.

    Substantially all of our computer hardware for operating our services (other
than Half.com) currently is located at the facilities of Exodus Communications,
Inc. in Santa Clara, California and AboveNet Communications, Inc in San Jose,
California. The computer hardware for the Half.com service is located in the
facilities of Level 3 Communications, Inc. in Philadelphia, Pennsylvania. These
systems and operations are vulnerable to damage or interruption from
earthquakes, floods, fires, power loss, telecommunication failures and similar
events. They are also subject to break-ins, sabotage, intentional acts of
vandalism and similar misconduct. We do not maintain fully redundant systems or
alternative providers of hosting services, and we do not carry business
interruption insurance sufficient to compensate us for losses that may occur.
Despite any precautions we may take, the occurrence of a natural disaster or
other unanticipated problems at any of the Exodus, AboveNet or Level 3
facilities could result in lengthy interruptions in our services. In addition,
the failure by Exodus, AboveNet or Level 3 to provide our required data
communications capacity could result in interruptions in our service. Any damage
to or failure of our systems could result in interruptions in our service.
Interruptions in our service will reduce our revenues and profits, and our
future revenues and profits will be harmed if our users believe that our system
is unreliable.

Risks relating to possible California power outages

    The State of California is currently experiencing a chronic shortage of
power and, as a result, power outages may occur. Although we have emergency
backup power capabilities at the facilities of Exodus, AboveNet and Level 3, and
limited backup power at our headquarters, repeated or lengthy power outages may
adversely affect our business.

Our stock price has been and may continue to be extremely volatile

    The trading price of our common stock has been and is likely to be extremely
volatile. Our stock price could be subject to wide fluctuations in response to a
variety of factors, including the following:

    -   actual or anticipated variations in our quarterly operating results;

    -   unscheduled system downtime;

    -   additions or departures of key personnel;

    -   announcements of technological innovations or new services by us or our
        competitors;

    -   changes in financial estimates by securities analysts;

    -   conditions or trends in the Internet and online commerce industries;

    -   changes in the market valuations of other Internet companies;

    -   developments in Internet regulation;

    -   announcements by us or our competitors of significant acquisitions,
        strategic partnerships, joint ventures or capital commitments;

    -   sales of our common stock or other securities in the open market; and

    -   other events or factors, including these described in this "Risk
        Factors" section and others that may be beyond our control.

    In addition, the trading price of Internet stocks in general, and ours in
particular, have experienced extreme price and volume fluctuations in recent
periods. These fluctuations often have been unrelated or disproportionate to the
operating performance of these companies. The valuations of many Internet
stocks, including ours, are extraordinarily high based on conventional valuation
standards such as price-to-earnings and price-to-sales ratios.



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The trading price of our common stock has increased enormously from the initial
public offering price. These trading prices and valuations may not be sustained.
Negative changes in the public's perception of the prospects of Internet or
e-commerce companies have in the past and may in future depress our stock price
regardless of our results. Other broad market and industry factors may decrease
the market price of our common stock, regardless of our operating performance.
Market fluctuations, as well as general political and economic conditions, such
as recession or interest rate or currency rate fluctuations, also may decrease
the market price of our common stock. In the past, following declines in the
market price of a company's securities, securities class-action litigation often
has been instituted. Litigation of this type, if instituted, could result in
substantial costs and a diversion of management's attention and resources.

New and existing regulations could harm our business

    We are subject to the same foreign, federal, state and local laws as other
companies conducting business on the Internet. Today there are relatively few
laws specifically directed towards online services. However, due to the
increasing popularity and use of the Internet and online services, many laws
relating to the Internet are being debated at the state and federal levels (both
in the U.S. and abroad) and it is possible that laws and regulations will be
adopted with respect to the Internet or online services. These laws and
regulations could cover issues such as user privacy, freedom of expression,
pricing, fraud, content and quality of products and services, taxation,
advertising, intellectual property rights and information security.
Applicability to the Internet of existing laws governing issues such as property
ownership, copyrights and other intellectual property issues, taxation, libel,
obscenity and personal privacy is uncertain. The vast majority of these laws was
adopted prior to the advent of the Internet and related technologies and, as a
result, do not contemplate or address the unique issues of the Internet and
related technologies. Those laws that do reference the Internet, such as the
Digital Millennium Copyright Act, are only beginning to be interpreted by the
courts and their applicability and scope are, therefore, uncertain. In addition,
numerous states, including the State of California, where our headquarters are
located, have regulations regarding how "auctions" may be conducted and the
liability of "auctioneers" in conducting such auctions. No final legal
determination has been made with respect to the applicability of the California
regulations to our business to date and little precedent exists in this area.
Several states are considering imposing these regulations upon us or our users,
which could harm our business. In addition, as the nature of the products listed
by our users change, we may become subject to new regulatory restrictions.

    Several states have proposed legislation that would limit the uses of
personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission also has settled
several proceedings regarding the manner in which personal information is
collected from users and provided to third parties. Specific statutes intended
to protect user privacy have been passed in many non-U.S. jurisdictions. Changes
to existing laws or the passage of new laws intended to address these issues
could directly affect the way we do business or could create uncertainty on the
Internet. This could reduce demand for our services, increase the cost of doing
business as a result of litigation costs or increased service delivery costs, or
otherwise harm our business. In addition, because our services are accessible
worldwide, and we facilitate sales of goods to users worldwide, foreign
jurisdictions may claim that we are required to comply with their laws. For
example, a French court has recently ruled that a U.S. website must comply with
French laws regarding content. As we have expanded our international activities,
we have become obligated to comply with the laws of the countries in which we
operate. Laws regulating Internet companies outside of the U.S. may be less
favorable then those in the U.S., giving greater rights to consumers, content
owners and users. Compliance may be more costly or may require us to change our
business practices or restrict our service offerings relative to those in the
U.S. Our failure to comply with foreign laws could subject us to penalties
ranging from fines to bans on our ability to offer our services.

Our business has been seasonal

    Our results of operations historically have been somewhat seasonal in nature
because many of our users reduce their activities on our websites during the
Thanksgiving and Christmas holidays and with the onset of good weather. We have
historically experienced our strongest quarter of online growth in our first
fiscal quarter, although our shift to more "practical" items may cause our
seasonal patterns to look more like a typical retailer. Both Butterfields and
Kruse have significant quarter-to-quarter variations in their results of
operations depending on the timing of auctions and the availability of high
quality items from large collections and estates. Butterfields typically has its
best operating results in the traditional fall and spring auction seasons and
has historically incurred operating losses in the first and third quarters.
Kruse typically sees a seasonal peak in operations in the third quarter.
Seasonal or cyclical variations in our business may become more pronounced over
time and may harm our results of operations in the future.

We are dependent on the continued growth of online commerce

    The business of selling goods over the Internet, particularly through
personal trading, is new and dynamic. Our future net revenues and profits will
be substantially dependent upon the widespread acceptance of the Internet and
online services as a medium for commerce by consumers. Rapid growth in the use
of and interest in the Internet and



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online services is a recent phenomenon. This acceptance and use may not
continue. Even if the Internet is accepted, concerns about fraud, privacy and
other problems may mean that a sufficiently broad base of consumers will not
adopt the Internet as a medium of commerce. In particular, our websites require
users to make publicly available their e-mail addresses and other personal
information that some potential users may be unwilling to provide. These
concerns may increase as additional publicity over privacy issues on eBay or
generally over the Internet increase. Market acceptance for recently introduced
services and products over the Internet is highly uncertain, and there are few
proven services and products. In order to expand our user base, we must appeal
to and acquire consumers who historically have used traditional means of
commerce to purchase goods. If these consumers prove to be less active than our
earlier users, and we are unable to gain efficiencies in our operating costs,
including our cost of acquiring new customers, our business could be adversely
impacted.

Our business may be subject to sales and other taxes

    We do not collect sales or other similar taxes on goods sold by users
through our service. One or more states may seek to impose sales tax collection
obligations on companies such as ours that engage in or facilitate online
commerce. Several proposals have been made at the state and local level that
would impose additional taxes on the sale of goods and services through the
Internet. These proposals, if adopted, could substantially impair the growth of
e-commerce, and could diminish our opportunity to derive financial benefit from
our activities. In 1998, the U.S. federal government enacted legislation
prohibiting states or other local authorities from imposing new taxes on
Internet commerce for a period of three years. This tax moratorium is scheduled
to end later in 2001 and does not prohibit states or the Internal Revenue
Service from collecting taxes on our income, if any, or from collecting taxes
that are due under existing tax rules. A successful assertion by one or more
states or any foreign country that we should collect sales or other taxes on the
exchange of merchandise on our system would harm our business.

We are dependent on key personnel

    Our future performance will be substantially dependent on the continued
services of our senior management and other key personnel. Our future
performance also will depend on our ability to retain and motivate our other
officers and key personnel. The loss of the services of any of our executive
officers or other key employees could harm our business. We do not have
long-term employment agreements with any of our key personnel, and we do not
maintain any "key person" life insurance policies. Our new businesses are all
dependent on attracting and retaining key personnel. The land-based auction
businesses are particularly dependent on specialists and senior management
because of the relationships these individuals have established with sellers who
consign property for sale at auction. We have had some turnover of these
personnel, and continued losses of these individuals could result in the loss of
significant future business and would harm us. In addition, employee turnover
frequently increases during the period following an acquisition as employees
evaluate possible changes in compensation, culture, reporting relationships and
the direction of the business. Such increased turnover could increase our costs
and reduce our future revenues. Our future success also will depend on our
ability to attract, train, retain and motivate highly skilled technical,
managerial, marketing and customer support personnel. Competition for these
personnel is intense, especially for engineers and other professionals,
especially in the San Francisco Bay Area, and we may be unable to successfully
attract, integrate or retain sufficiently qualified personnel. In making
employment decisions, particularly in the Internet and high-technology
industries, job candidates often consider the value of the stock options they
are to receive in connection with their employment. Fluctuations in our stock
price may make it more difficult to retain and motivate employees whose stock
option strike prices are substantially above current market prices.

Our offline auction businesses need to continue to acquire auction properties

    The businesses of Butterfields and Kruse are dependent on the continued
acquisition of high quality auction properties from sellers. Their future
success will depend in part on their ability to maintain an adequate supply of
high quality auction property, particularly fine and decorative arts and
collectibles and collectible automobiles, respectively. There is intense
competition for these pieces with other auction companies and dealers. In
addition, a small number of key senior management and specialists maintain the
relationships with the primary sources of auction property and the loss of any
of these individuals could harm the business of Butterfields and Kruse.

Our offline auction businesses could suffer losses from price guarantees,
advances or rescissions of sales

    In order to secure high quality auction properties from sellers,
Butterfields and Kruse may give a guaranteed minimum price or a cash advance to
a seller, based on the estimated value of the property. If the auction proceeds
are less than the amount guaranteed, or less than the amount advanced and the
seller does not repay the difference, the company involved will suffer a loss.
In addition, under certain circumstances a buyer who believes that an item
purchased at auction does not have good title, provenance or authenticity may
rescind the purchase. Under these circumstances, the company involved will lose
its commissions and fees on the sale even if the seller, in accordance with the
terms and conditions of sale, in turn accepts back the item and returns the
funds he or she received from the sale.



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We are subject to the risks of owning real property

    In connection with the acquisitions of Kruse and Butterfields we acquired
real property including land, buildings and interests in partnerships holding
land and buildings. We have no experience in managing real property. Ownership
of this property subjects us to new risks, including:

    -   the possibility of environmental contamination and the costs associated
        with fixing any environmental problems;

    -   adverse changes in the value of these properties, due to interest rate
        changes, changes in the neighborhoods in which the properties are
        located, or other factors;

    -   the possible need for structural improvements in order to comply with
        zoning, seismic, disability act or other requirements; and

    -   possible disputes with tenants, partners or others.

Our market is intensely competitive

    Depending on the category of product, we currently or potentially compete
with a number of companies serving particular categories of goods as well as
those serving broader ranges of goods. The Internet is a new, rapidly evolving
and intensely competitive area. We expect competition to intensify in the future
as the barriers to entry are relatively low, and current and new competitors can
launch new sites at a nominal cost using commercially available software. Our
broad-based competitors include the vast majority of traditional department and
general merchandise stores as well as emerging online retailers. These include
most prominently: Wal-Mart, Kmart, Target, Sears, Macy's, JC Penney, Costco,
Sam's Club as well as Amazon.com, Buy.com, AOL.com, Yahoo! Shopping and MSN.

    In addition, we face competition from specialty retailers and exchanges in
each of its categories of products. For example:

    Antiques: Christie's, eHammer, Sotheby's / Sothebys.com

    Coins & Stamps: Collectors Universe, Heritage, US Mint

    Collectibles: Franklin Mint

    Musical Instruments: Guitar Center, Harmony-Central.com, MusicHotBid.com

    Sports Memorabilia: Beckett's, Collectors Universe

    Toys, Bean Bag Plush: Amazon.com, KB Toys

    Premium Collectibles: Christies, DuPont Registry, Greg Manning Auctions,
iCollector, Lycos / Skinner Auctions, Millionaire.com, Phillips (LVMH),
Sotheby's, Sothebys.com

    Automotive (used cars): Autobytel.com, AutoVantage.com, AutoWeb.com,
Barrett-Jackson, CarOrder.com, CarPoint, Collectorcartraderonline.com,
eClassics.com, Edmunds, CarsDirect.com, Hemmings, imotors.com, vehix.com,
newspaper classifieds, used car dealers

    Books, Movies, Music: Amazon.com, Barnes & Noble, Barnesandnoble.com,
BigStar, Blockbuster, BMG Columbia House, CDNow, DVD Express, Wherehouse,
Alibris.com, Emusic.com, Bookfinders.com

    Clothing: Bluefly.com, Dockers.com, FashionMall.com, The Gap, J. Crew,
LandsEnd.com, The Limited, Macy's, The Men's Wearhouse, Ross

    Computers & Consumer Electronics: Best Buy, Buy.com, Circuit City, Compaq,
CompUSA, Dell, Egghead, Fry's Electronics, Gateway, The Good Guys, IBM,
MicroWarehouse, The Sharper Image, Shopping.com

    Home & Garden: IKEA, Crate & Barrel, Home Depot, Garden.com, Pottery Barn,
Ethan Allen, Frontgate

    Jewelry: Ashford.com, Mondera.com

    Sporting Goods/Equipment: dsports.com, FogDog.com, Footlocker, Gear.com,
golfclubexchange, MVP.com, PlanetOutdoors.com, Play It Again Sports, REI, Sports
Authority, Sportsline.com



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    Tool/Equipment/Hardware: Home Depot, HomeBase, Amazon.com, Ace Hardware, OSH

    Business-to-Business: Ariba, BidFreight.com, BizBuyer.com, bLiquid.com,
CloseOutNow.com, Commerce One, Concur Technologies, DoveBid, FreeMarkets,
Oracle, PurchasePro.com, RicardoBiz.com, Sabre, SurplusBin.com, UnionStreet.com,
Ventro, VerticalNet

    Additionally, we face competition from various online auction sites
including: Amazon.com, the Fairmarket Auction Network (an auction network
including Microsoft's MSN, Excite@Home, Dell Computer, ZD Net, Lycos and more
than 100 others), First Auction, Surplus Auction, uBid, Yahoo! Auctions and a
large number of other companies using an auction format for consumer-to-consumer
or business-to-consumer sales. Overseas, we face competition from Yahoo!
Auctions in most countries and from a large number of regional and national
competitors in each country.

    The principal competitive factors for eBay include the following:

    -   ability to attract buyers;

    -   volume of transactions and selection of goods;

    -   customer service; and

    -   brand recognition.

    With respect to our online competition, additional competitive factors
include:

    -   community cohesion and interaction;

    -   system reliability;

    -   reliability of delivery and payment;

    -   website convenience and accessibility;

    -   level of service fees; and

    -   quality of search tools.

    Some current and potential competitors have longer company operating
histories, larger customer bases and greater brand recognition in other business
and Internet spaces than we do. Some of these competitors also have
significantly greater financial, marketing, technical and other resources. Other
online trading services may be acquired by, receive investments from or enter
into other commercial relationships with larger, well-established and
well-financed companies. As a result, some of our competitors with other revenue
sources may be able to devote more resources to marketing and promotional
campaigns, adopt more aggressive pricing policies and devote substantially more
resources to website and systems development than we can. Increased competition
may result in reduced operating margins, loss of market share and diminished
value of our brand. Some of our competitors have offered services for free, and
others may do this as well. We may be unable to compete successfully against
current and future competitors.

    In order to respond to changes in the competitive environment, we may, from
time to time, make pricing, service or marketing decisions or acquisitions that
could harm our business. For example, we have implemented an insurance program
that generally insures items up to a value of $200, with a $25 deductible, for
users with a non-negative feedback rating at no cost to the user. New
technologies may increase the competitive pressures by enabling our competitors
to offer a lower cost service. Some Internet-based applications that direct
Internet traffic to certain websites may channel users to trading services that
compete with us.

    Although we have established Internet traffic arrangements with several
large online services and search engine companies, these arrangements may not be
renewed on commercially reasonable terms. Even if these arrangements are
renewed, they may not result in increased usage of our service. In addition,
companies that control access to transactions through network access or Internet
browsers could promote our competitors or charge us substantial fees for
inclusion.

    The offline auction business is intensely competitive. Butterfields competes
with two larger and better known auction companies, Sotheby's Holdings, Inc. and
Christie's International plc, as well as numerous regional auction companies. To
the extent that these companies increase their focus on the middle market
properties that form the core of Butterfields' business or in the western U.S.,
its business may suffer. Kruse is subject to competition from



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numerous regional competitors. In addition, competition with Internet-based
auctions may harm the land-based auction business. Although Billpoint's business
is new, several new companies have entered this space, including competitors who
are offering free services and significant promotional incentives, and large
companies, including banks and credit card companies, are also beginning to
enter this space. Half.com competes directly with online retailers in its
product categories such as Amazon.com, which offers a directly competitive
service, as well as with traditional sellers of used books, videos and CDs,
consumer electronics, sporting goods and other products.

Our business is dependent on the development and maintenance of the Internet
infrastructure

    The success of our service will depend largely on the development and
maintenance of the Internet infrastructure. This includes maintenance of a
reliable network backbone with the necessary speed, data capacity and security,
as well as timely development of complementary products, for providing reliable
Internet access and services. The Internet has experienced, and is likely to
continue to experience, significant growth in the numbers of users and amount of
traffic. If the Internet continues to experience increased numbers of users,
increased frequency of use or increased bandwidth requirements, the Internet
infrastructure may be unable to support the demands placed on it. In addition,
the performance of the Internet may be harmed by increased number of users or
bandwidth requirements. The Internet has experienced a variety of outages and
other delays as a result of damage to portions of its infrastructure, and it
could face outages and delays in the future. These outages and delays could
reduce the level of Internet usage as well as the level of traffic and the
processing transactions on our service.

Our business is subject to online commerce security risks

    A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks. Our security
measures may not prevent security breaches. Our failure to prevent security
breaches could harm our business. Currently, a significant number of our users
authorize us to bill their credit card accounts directly for all transaction
fees charged by us. Billpoint's users routinely provide credit card and other
financial information. We rely on encryption and authentication technology
licensed from third parties to provide the security and authentication
technology to effect secure transmission of confidential information, including
customer credit card numbers. Advances in computer capabilities, new discoveries
in the field of cryptography or other developments may result in a compromise or
breach of the technology used by us to protect customer transaction data. A
number of websites have reported breaches of their security. Any compromise of
our security could harm our reputation and, therefore, our business. In
addition, a party who is able to circumvent our security measures could
misappropriate proprietary information or cause interruptions in our operations.
An individual has claimed to have misappropriated some of our confidential
information by breaking into our computer system. We may need to expend
significant resources to protect against security breaches or to address
problems caused by breaches. These issues are likely to become more difficult as
we expand the number of places where we operate. Security breaches could damage
our reputation and expose us to a risk of loss or litigation and possible
liability. Our insurance policies carry low coverage limits, which may not be
adequate to reimburse us for losses caused by security breaches.

We must keep pace with rapid technological change to remain competitive

    Our competitive space is characterized by rapidly changing technology,
evolving industry standards, frequent new service and product introductions and
enhancements and changing customer demands. These characteristics are worsened
by the emerging and changing nature of the Internet. Our future success
therefore will depend on our ability to adapt to rapidly changing technologies,
to adapt our services to evolving industry standards and to improve the
performance, features and reliability of our service. Our failure to adapt to
such changes would harm our business. New technologies, such as the development
of a peer-to-peer personal trading technology, could adversely affect us. In
addition, the widespread adoption of new Internet, networking or
telecommunications technologies or other technological changes could require
substantial expenditures to modify or adapt our services or infrastructure.

We need to develop new services, features and functions in order to expand

    We plan to expand our operations by developing new or complementary
services, products or transaction formats or expanding the breadth and depth of
services. We may be unable to expand our operations in a cost-effective or
timely manner. Even if we do expand, we may not maintain or increase our overall
acceptance. If we launch a new business or service that is not favorably
received by consumers, it could damage our reputation and diminish the value of
our brand. We anticipate that future services will include pre-trade and
post-trade services.

    We are pursuing strategic relationships with third parties to provide many
of these services. Because we use third parties to deliver these services, we
may be unable to control the quality of these services, and our ability to
address problems if any of these third parties fails to perform adequately will
be reduced. Expanding our operations in this manner also will require
significant additional expenses and development, operations and other resources
and will strain our management, financial and operational resources. The lack of
acceptance of any new services could harm our business.



                                       15
   18

Our growth will depend on our ability to develop our brand

    We believe that our historical growth has been largely attributable to word
of mouth. We have benefited from frequent and high visibility media exposure
both nationally and locally. We believe that continuing to strengthen our brand
will be critical to achieving widespread acceptance of our service. Promoting
and positioning our brand will depend largely on the success of our marketing
efforts and our ability to provide high quality services. In order to promote
our brand, we will need to increase our marketing budget and otherwise increase
our financial commitment to creating and maintaining brand loyalty among users.
Brand promotion activities may not yield increased revenues, and even if they
do, any increased revenues may not offset the expenses we incurred in building
our brand. If we do attract new users to our service, they may not conduct
transactions over our service on a regular basis. If we fail to promote and
maintain our brand or incur substantial expenses in an unsuccessful attempt to
promote and maintain our brand, our business would be harmed.

We may be unable to protect or enforce our own intellectual property rights
adequately

    We regard the protection of our URLs, copyrights, service marks, trademarks,
trade dress and trade secrets as critical to our success. We rely on a
combination of patent, copyright, trademark, service mark and trade secret laws
and contractual restrictions to protect our proprietary rights in products and
services. We have entered into confidentiality and invention assignment
agreements with our employees and contractors, and nondisclosure agreements with
parties with whom we conduct business in order to limit access to and disclosure
of our proprietary information. These contractual arrangements and the other
steps taken by us to protect our intellectual property may not prevent
misappropriation of our technology or deter independent third-party development
of similar technologies. We pursue the registration of our URLs, trademarks and
service marks in the U.S. and internationally. Effective copyright, service
mark, trademark, trade dress and trade secret protection is very expensive to
maintain, and protection may not be available in every country in which our
services are made available online. Furthermore, we must also protect our URLs
in an increasing number of jurisdictions, a process that is expensive and may
not be successful in every location. We have licensed in the past, and expect to
license in the future, certain of our proprietary rights, such as trademarks or
copyrighted material, to third parties. These licensees may take actions that
might diminish the value of our proprietary rights or harm our reputation. We
also rely on certain technologies that we license from third parties, such as
Oracle Corporation, Microsoft and Sun Microsystems Inc., the suppliers of key
database technologies, the operating system and specific hardware components for
our service. These third-party technology licenses may not continue to be
available to us on commercially reasonable terms. The loss of these technologies
could require us to obtain substitute technologies of lower quality or
performance standards or at greater cost.

Some anti-takeover provisions may affect the price of our common stock

    The Board of Directors has the authority to issue up to 10,000,000 shares of
preferred stock and to determine the preferences, rights and privileges of those
shares without any further vote or action by the stockholders. The rights of the
holders of common stock may be harmed by the rights of the holders of any
preferred stock that may be issued in the future. Some provisions of our
certificate of incorporation and bylaws could have the effect of making it more
difficult for a third party to acquire a majority of our outstanding voting
stock. These include provisions that provide for a classified board of
directors, prohibit stockholders from taking action by written consent and
restrict the ability of stockholders to call special meetings. We are also
subject to provisions of Delaware law that prohibit us from engaging in any
business combination with any interested stockholder for a period of three years
from the date the person became an interested stockholder, unless certain
conditions are met. This restriction could have the effect of delaying or
preventing a change of control.

We are controlled by certain stockholders, executive officers and directors

    Our executive officers and directors (and their affiliates) own nearly 50%
of our outstanding common stock. As a result, they have the ability to
effectively control our company and direct our affairs and business, including
the election of directors and approval of significant corporate transactions.
This concentration of ownership may have the effect of delaying, deferring or
preventing a change in control of our company and may make some transactions
more difficult or even impossible without the support of these stockholders. Any
of these events could decrease the market price of our common stock.



                                       16
   19

                       WHERE YOU CAN FIND MORE INFORMATION

        We are a reporting company and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy these reports, proxy statements and other information at the SEC's public
reference rooms at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as
well as at the SEC's regional offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, NY
10048. You can request copies of these documents by writing to the SEC and
paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
more information about the operation of the public reference rooms. Our SEC
filings are also available at the SEC's web site at "http://www.sec.gov." In
addition, you can read and copy our SEC filings at the office of the National
Association of Securities Dealers, Inc. at 1735 "K" Street, Washington, D.C.
20006.



                     INCORPORATION OF DOCUMENTS BY REFERENCE

        The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 or the Exchange Act:

        -      Annual Report on Form 10-K for the year ended December 31, 2000,
               filed March 28, 2001;

        -      Quarterly Report on Form 10-Q for the quarter ended March 31,
               2001, filed May 15, 2001;

        -      Current Report on Form 8-K, filed January 16, 2001;

        -      Current Report on Form 8-K, filed June 1, 2001;

        -      The Proxy Statement for our Annual Meeting of Stockholders held
               on May 25, 2001, as filed on April 17, 2001; and

        -      The description of our common stock contained in our Registration
               Statement on Form 8-A, as filed on March 30, 2001, with the SEC.

You may request a copy of these filings at no cost, by writing or telephoning us
at the following address:

                                    eBay Inc.
                              2145 Hamilton Avenue
                            Attn: Investor Relations
                               San Jose, CA 95125
                                 (408) 558-7400



This prospectus is part of a Registration Statement we filed with the SEC. You
should rely only on the information incorporated by reference or provided in
this prospectus and the Registration Statement. We have authorized no one to
provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.



                                       17
   20

                           DISTRIBUTION OF SECURITIES

        The shares of eBay common stock covered by this prospectus are available
for use in connection with acquisitions by us of other businesses, assets or
securities in business combination transactions. The consideration offered by us
in such acquisitions, in addition to any shares of common stock offered by this
prospectus, may include cash, assets, debt or other securities, that may be
convertible into shares of common stock of eBay covered by this prospectus, or
assumption by eBay of liabilities of the businesses, assets or securities being
acquired, or a combination. The amount and type of consideration we will offer
and the other specific terms of each acquisition will be determined by
negotiations with the owners or the persons who control the businesses, assets
or securities to be acquired after taking into account the current and
anticipated future value of such businesses, assets or securities, along with
all other relevant factors. The shares of common stock issued to the owners of
the businesses, assets or securities to be acquired normally are valued at a
price reasonably related to the market value of such common stock either at the
time an agreement is reached regarding the terms of the acquisition or upon
delivery of the shares.

        We may permit individuals or entities who have received or will receive
shares of our common stock in connection with the acquisitions described above,
or their transferees or successors-in-interest, to use this prospectus to cover
the resale of such shares. See "Selling Stockholders," as it may be amended or
supplemented from time to time, for a list of those individuals or entities that
are authorized to use this prospectus to sell their shares of eBay common stock.



                              SELLING STOCKHOLDERS

        The selling stockholders listed in any supplement to this prospectus,
and any transferee or successors-in-interest to those persons, may from time to
time offer and sell, pursuant to this prospectus, some or all of the shares
covered by this prospectus.

        Resales by selling stockholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer. When
resales are to be made through a securities firm, such securities firm may be
engaged to act as the selling stockholder's agent in the sale of the shares by
such selling stockholder, or the securities firm may purchase shares from the
selling stockholders as principal and thereafter resell such shares from time to
time. The fees earned by or paid to such securities firm may be the normal stock
exchange commission or negotiated commissions or underwriting discounts to the
extent permissible. In addition, such securities firm may effect resales through
other securities dealers, and customary commissions or concessions to such other
dealers may be allowed. Sales of shares may be at negotiated prices, at fixed
prices, at market prices or at prices related to market prices then prevailing.
Any such sales may be made on The Nasdaq National Market, in the
over-the-counter market, by block trade, in special or other offerings, directly
to investors or through a securities firm acting as agent or principal, or
through a combination of such methods. Any participating securities firm may be
indemnified against certain liabilities including liabilities under the
Securities Act. Any participating securities firm may be deemed to be an
underwriter within the meaning of the Securities Act, and any commission earned
by such firm may be deemed to be underwriting discounts or commissions under the
Securities Act.

        In connection with resales of the shares sold under this prospectus, a
prospectus supplement, if required, will be filed under Rule 424 (b) under the
Securities Act, disclosing the name of any selling stockholder, the
participating securities firm, if any, the number of shares involved, any
material relationship a selling stockholder may have with us or our affiliates,
and other details of such resale to the extent appropriate. Information
concerning the selling stockholders will be obtained from the selling
stockholders.

        Stockholders may also offer shares of stock issued in past and future
acquisitions by means of prospectuses under other available registration
statements or pursuant to exemptions from the registration requirements of the
Securities Act, including sales which meet the requirements of Rule 145(d) under
the Securities Act, and stockholders should seek the advice of their own counsel
with respect to the legal requirements for such sales.



                                       18
   21

                                  LEGAL MATTERS

        For the purpose of this offering, Cooley Godward LLP, San Francisco,
California, is giving an opinion as to the validity of the common stock offered
by this prospectus.

                                     EXPERTS

        The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 2000, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.



                                       19
   22

================================================================================


WE HAVE NOT AUTHORIZED ANY DEALER, SALES PERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. YOU MUST NOT RELY ON ANY UNAUTHORIZED
INFORMATION. THIS PROSPECTUS IS NOT AN OFFER OF THESE SECURITIES IN ANY STATE
WHERE AN OFFER IS NOT PERMITTED. THE INFORMATION IN THIS PROSPECTUS IS CURRENT
AS OF JUNE 1, 2001. YOU SHOULD NOT ASSUME THAT THIS PROSPECTUS IS ACCURATE AS OF
ANY OTHER DATE.



                                 --------------



                                TABLE OF CONTENTS




                                                                            PAGE
                                                                            ----
                                                                         
Overview ..................................................................  2
Forward Looking Statements ................................................  2
Risk Factors ..............................................................  2
Where You Can Find More Information ....................................... 17
Incorporation of Documents By Reference ................................... 17
Distribution of Securities ................................................ 18
Selling Stockholders ...................................................... 18
Legal Matters ............................................................. 19
Experts ................................................................... 19



================================================================================


================================================================================


                                10,000,000 SHARES


                                  COMMON STOCK


                                  -------------

                                   PROSPECTUS

                                  -------------



                                    eBay Inc.





                                          , 2001


================================================================================

   23

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        As permitted by Section 145 of the Delaware General Corporation Law, the
Bylaws of the Registrant provide that (i) the Registrant is required to
indemnify its directors and executive officers to the fullest extent permitted
by the Delaware General Corporation Law, (ii) the Registrant may, in its
discretion, indemnify other officers, employees and agents as set forth in the
Delaware General Corporation Law, (iii) to the fullest extent permitted by the
Delaware General Corporation Law, the Registrant is required to advance all
expenses incurred by its directors and executive officers in connection with a
legal proceeding (subject to certain exceptions), (iv) the rights conferred in
the Bylaws are not exclusive, (v) the Registrant is authorized to enter into
indemnification agreements with its directors, officers, employees and agents
and (vi) the Registrant may not retroactively amend the Bylaws provisions
relating to indemnity.

        The Registrant has entered into agreements with its directors and
executive officers that require the Registrant to indemnify such persons against
expenses, judgments, fines, settlements and other amounts that such person might
become 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 Registrant 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 Registrant. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.



EXHIBIT
NUMBER         DESCRIPTION OF DOCUMENT
- -------        -----------------------
            
5.1            Opinion of Cooley Godward LLP.

23.1           Consent of Independent Accountants.

23.2           Consent of Cooley Godward LLP (reference is made to Exhibit 5.1).

24.1           Power of Attorney (reference is made to the signature page).


ITEM 22. UNDERTAKINGS.

        (a)    The undersigned Registrant hereby undertakes:

               (1)    To file, during any period in which any offers or sales
                      are being made, a post-effective amendment to the
                      registration statement:

                      (i)   To include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;

                      (ii)  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
                            aggregate, represent a fundamental change in the
                            information set forth in the registration statement;

                      (iii) To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the registration statement or any other material
                            change to such information in the registration
                            statement.



                                      II-1
   24

               (1)    That, for the purpose of determining any liability under
                      the Securities Act of 1933, each such post-effective
                      amendment shall be deemed to be a new registration
                      statement related to the securities offered therein, and
                      the offering of such securities at that time to be the
                      initial bona fide offering thereof.

               (2)    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.

        (b)    The undersigned Registrant hereby undertakes that, for the
               purposes of determining any liability under the Securities Act,
               each filing of the registrant's annual report pursuant to Section
               13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the Securities Exchange Act
               of 1934) that is incorporated by reference in the registration
               statement shall be deemed to be anew registration statement
               relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

        (c)    The undersigned Registrant hereby undertakes the following:

               (1)    That prior to any public reoffering of the securities
                      registered hereunder through us of a prospectus which is a
                      part of this registration statement, by any person or
                      party who is deemed to be an underwriter within the
                      meaning of Rule 145(c), such reoffering prospectus will
                      contain the information called for by the applicable
                      registration form with respect to reofferings by persons
                      who may be deemed underwriters, in addition to the
                      information called for by the other Items of the
                      applicable form.

               (2)    That every prospectus (i) that is filed pursuant to
                      paragraph (1) immediately preceding, or (ii) that purports
                      to meet the requirements of Section 10(a)(3) of the
                      Securities Act and is used in connection with an offering
                      of securities subject to Rule 415, will be filed as part
                      of an amendment to the registration statement and will not
                      be used until such amendment is effective, and that, for
                      purposes of determining any liability under the Securities
                      Act of 1933, each such post-effective amendment shall be
                      deemed to be a new registration statement relating to the
                      securities offering therein, and the offering of such
                      securities at that time shall be deemed to be the initial
                      bona fide offering thereof.

        (d)    The undersigned Registrant hereby undertakes to respond to
               requests for information that is incorporated by reference into
               the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
               within one business day of receipt of such request, and to send
               the incorporated documents by first class mail or other equally
               prompt means. This includes information contained in the
               documents filed subsequent to the effective date of the
               registration statement through the date of responding to the
               request.

        (e)    The undersigned Registrant hereby undertakes to supply by means
               of post-effective amendment all information concerning a
               transaction, and the company being acquired involved therein,
               that was not the subject of and included in the registration
               statement when it became effective.

        (f)    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



                                      II-2
   25

               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.



                                      II-3
   26

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe it meets all
of the requirements for filing on Form S-4 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 the 1st day of
June, 2001.

                                        eBay Inc.



                                        By:  /s/ Margaret C. Whitman
                                             -----------------------------------
                                             Margaret C. Whitman
                                             President, Chief Executive Officer
                                             and Director




                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Margaret C. Whitman, Rajiv Dutta and
Michael R. Jacobson, or either of them, each with the power of substitution, his
or her attorney-in-fact, to sign any amendments to this Registration Statement
(including post-effective amendments), with exhibits thereto and other documents
in connection therewith, with the SEC, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.



                                      II-4
   27

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.





                 SIGNATURE                                 TITLE                             DATE
                                                                                   
          /s/ Margaret C. Whitman                 President, Chief Executive             June 1, 2001
- --------------------------------------------      Officer and Director
             Margaret C. Whitman

              /s/ Rajiv Dutta                     Senior Vice President, Chief           June 1, 2001
- --------------------------------------------      Financial Officer (Principal
                 Rajiv Dutta                      Financial Officer)

           /s/ Pierre M. Omidyar                  Founder, Chairman of the               June 1, 2001
- --------------------------------------------      Board and Director
              Pierre M. Omidyar

          /s/ Philippe Bourguignon                Director                               June 1, 2001
- --------------------------------------------
            Philippe Bourguignon

             /s/ Scott D. Cook                    Director                               June 1, 2001
- --------------------------------------------
               Scott D. Cook

             /s/ Dawn G. Lepore                   Director                               June 1, 2001
- --------------------------------------------
               Dawn G. Lepore

            /s/ Robert C. Kagle                   Director                               June 1, 2001
- --------------------------------------------
              Robert C. Kagle

           /s/ Howard D. Schultz                  Director                               June 1, 2001
- --------------------------------------------
              Howard D. Schultz




                                      II-5
   28

                                  EXHIBIT INDEX





EXHIBIT
NUMBER         DESCRIPTION OF DOCUMENT
            
   5.1         Opinion of Cooley Godward LLP.

  23.1         Consent of Independent Accountants.

  23.2         Consent of Cooley Godward LLP (reference is made to Exhibit 5.1).

  24.1         Power of Attorney (reference is made to the signature page).

EX-5.1

   1

                                                                     EXHIBIT 5.1



                       [LETTERHEAD OF COOLEY GODWARD LLP]



May 31, 2001



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-4 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") covering registration of 10,000,000 shares of the Company's
Common Stock.

In connection with this opinion, we have examined the Registration Statement,
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 of Common Stock to be issued by the Company have been duly
authorized and, when issued and sold by the Company in the manner described in
the Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally issued, fully paid and
nonassessable.

We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.

Very truly yours,

COOLEY GODWARD LLP



By: /s/ Michael J. Sullivan
   --------------------------------
   Michael J. Sullivan

EX-23.1

   1

                                                                    EXHIBIT 23.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of our report dated January 18, 2001 relating to the
consolidated financial statements, which appears in eBay Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2000. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.



/s/  PricewaterhouseCoopers LLP

San Jose, California
May 30, 2001