FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Axelrod Elizabeth L   2. Issuer Name and Ticker or Trading Symbol EBAY INC [EBAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Human Resources (Last) (First) (Middle) C/O EBAY INC., 2145 HAMILTON AVE 3. Date of Earliest Transaction (Month/Day/Year) 04/02/2012 (Street) SAN JOSE, CA 95125 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               225,771 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$ 36.59	04/02/2012		A		36,000		(1)	04/02/2019	Common Stock	36,000	$ 0	36,000	D
Restricted Stock Units -6	(2)	04/02/2012		A		108,000		(3)	(4)	Common Stock	108,000	$ 0	108,000	D
Non-Qualified Stock Option (right to buy)	$ 10.5							(5)	03/02/2016	Common Stock	91,250		91,250	D
Non-Qualified Stock Option (right to buy)	$ 23.88							(6)	03/01/2017	Common Stock	150,000		150,000	D
Non-Qualified Stock Option (right to buy)	$ 25.85							(7)	03/03/2015	Common Stock	91,250		91,250	D
Non-Qualified Stock Option (right to buy)	$ 31.93							(8)	03/01/2014	Common Stock	148,800		148,800	D
Non-Qualified Stock Option (right to buy)	$ 32.29							(9)	03/01/2018	Common Stock	75,000		75,000	D
Non-Qualified Stock Option (right to buy)	$ 35.16							(10)	04/08/2015	Common Stock	700,000		700,000	D
Non-Qualified Stock Option (right to buy)	$ 39.9							(11)	03/01/2013	Common Stock	120,000		120,000	D
Restricted Stock Units -3	(2)							(12)	(4)	Common Stock	25,250		25,250	D
Restricted Stock Units -4	(2)							(13)	(4)	Common Stock	18,750		18,750	D
Restricted Stock Units -5	(2)							(14)	(4)	Common Stock	14,062		14,062	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Axelrod Elizabeth L C/O EBAY INC. 2145 HAMILTON AVE SAN JOSE, CA 95125			SVP, Human Resources

Signatures

By: Brian Levey For: Elizabeth L. Axelrod		04/04/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The option grant is subject to a four-year vesting schedule, vesting 12.5% on 10/1/12 and 1/48th per month thereafter.
(2)	Each restricted stock unit represents a contingent right to receive one share of eBay's common stock.
(3)	The reporting person received 108,000 restricted stock units subject to a four-year vesting schedule, vesting 25% on 4/1/13 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
(4)	Not Applicable.
(5)	The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/09 and 1/48th per month thereafter.
(6)	The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/10 and 1/48th per month thereafter.
(7)	The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/08 and 1/48th per month thereafter.
(8)	The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/07 and 1/48th per month thereafter.
(9)	The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/11 and 1/48th per month thereafter.
(10)	The option grant is subject to a four-year vesting schedule, vesting 25% on 3/31/06 and 1/48th per month thereafter.
(11)	The option grant is subject to a four-year vesting schedule, vesting 12.5% on 9/1/06 and 1/48th per month thereafter.
(12)	The reporting person received 101,000 restricted stock units subject to a four-year vesting schedule, vesting 25% on 3/1/10 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
(13)	The reporting person received 37,500 restricted stock units subject to a four-year vesting schedule, vesting 25% on 3/1/11 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
(14)	The reporting person received 18,750 restricted stock units subject to a four-year vesting schedule, vesting 25% on 3/1/12 and 25% each year thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
Remarks: In addition to the equity grants described above, the compensation committee has approved additional performance-based restricted stock units for the reporting person, which are contingent upon the attainment of certain performance criteria over a two-year period (2012-2013).  If the performance criteria are achieved, the reporting person will be granted shares of eBay common stock in 2014, which will be 50% vested on the date of the grant.  The remainder of the shares will vest one year later in 2015 (assuming eligibility requirements have been met).

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