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                              September 19, 2022

       Daniel H. Schulman
       President, Chief Executive Officer and Director
       PayPal Holdings, Inc.
       2211 North First Street
       San Jose, CA 95131

                                                        Re: PayPal Holdings,
Inc.
                                                            Definitive Proxy
Statement on Schedule 14A
                                                            Filed June 2, 2022
                                                            File No. 001-36859

       Dear Mr. Schulman:

             We have limited our review of your most recent definitive proxy
statement to those issues
       we have addressed in our comments.

               Please respond to these comments by confirming that you will
enhance your future proxy
       disclosures in accordance with the topics discussed below as well as any
material developments
       to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.

       Definitive Proxy Statement on Schedule 14A filed June 2, 2022

       General

   1.                                                   Please expand your
discussion of the reasons you believe that your leadership structure is
                                                        appropriate, addressing
your specific characteristics or circumstances. In your discussion,
                                                        please also address the
circumstances under which you would consider having the Chair
                                                        and CEO roles filled by
a single individual, when shareholders would be notified of any
                                                        such change, and
whether you will seek prior input from shareholders.
   2.                                                   Please expand upon the
role that your Independent Chair plays in the leadership of the
                                                        board. For example,
please enhance your disclosure to address whether or not your
                                                        Independent Chair may:

                                                              represent the
board in communications with shareholders and other stakeholders;
                                                              require board
consideration of, and/or override your CEO on, any risk matters; or
                                                              provide input on
design of the board itself.
 Daniel H. Schulman
FirstName  LastNameDaniel  H. Schulman
PayPal Holdings, Inc.
Comapany 19,
September  NamePayPal
               2022     Holdings, Inc.
September
Page 2     19, 2022 Page 2
FirstName LastName
3.       Please expand upon how your board administers its risk oversight
function. For example,
         please disclose:

                the timeframe over which you evaluate risks (e.g., short-term,
intermediate-term, or
              long-term) and how you apply different oversight standards based
upon the
              immediacy of the risk assessed;
                whether you consult with outside advisors and experts to
anticipate future threats and
              trends, and how often you re-assess your risk environment;
                how the board interacts with management to address existing
risks and identify
              significant emerging risks; and
                how your risk oversight process aligns with your disclosure
controls and procedures.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at
(202) 551-
3412 with any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Disclosure
Review Program