<PAGE>   1

     As filed with the Securities and Exchange Commission on March 30, 2001
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

<TABLE>
<S>                                         <C>
        Delaware                                         77-0430924
(State of Incorporation)                    (I.R.S. Employer Identification No.)
</TABLE>

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

                              2145 Hamilton Avenue
                           San Jose, California 95125
                    (Address of principal executive offices)

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

                      eBay Inc. 2001 EQUITY INCENTIVE PLAN
                            (Full title of the plan)


                               Michael R. Jacobson
          Vice President, Legal Affairs, General Counsel and Secretary

                                    eBay Inc.
                              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)

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

<PAGE>   2

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                         Proposed Maximum      Proposed Maximum
    Title of Securities                                      Offering              Aggregate           Amount of
     to be Registered        Amount to be Registered    Price per Share(1)     Offering Price(1)    Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S>                           <C>                            <C>               <C>                      <C>
  Common Stock, par value     10,000,000 shares (2)          $35.28            $352,800,000.00          $88,200.00
     $0.001 per share
======================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
     as amended. The offering price per share and aggregate offering price are
     based upon the average of the high and low prices of eBay Inc.'s Common
     Stock on March 29, 2001 as reported on the Nasdaq National Market for
     shares available for grant pursuant to the eBay Inc. 2001 Equity Incentive
     Plan.

(2)  Shares that are available for grant under the eBay Inc. 2001 Equity
     Incentive Plan as of March 30, 2001. No grants will be made under the eBay
     Inc. 2001 Equity Incentive Plan unless and until the stockholders of eBay
     have approved such plan at eBay's Annual Meeting of Stockholders to be held
     on May 25, 2001.

<PAGE>   3

PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

     The document(s) containing the information specified in Item 1 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The document(s) containing the information specified in Item 2 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by eBay Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:

     (a)  The Company's latest annual report on Form 10-K for the fiscal year
ended December 31, 2000 filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or either (1)
the Company's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Act"), that contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed, or (2) the Company's effective Registration Statement on Form 10 or
20-F filed under the Exchange Act containing audited financial statements for
the Company's latest fiscal year.

     (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statements referred to in (a) above.

     (c)  The description of the Company's Common Stock which is contained in a
Registration Statement on Form 8-A (File No. 000-24821) filed August 20, 1998,
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.

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

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.

     As permitted by the DGCL, the Company's Amended and Restated Certificate of
Incorporation includes a provision that eliminates the personal liability of its
directors for monetary damages for breach of fiduciary duty as a

<PAGE>   4

director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the DGCL (regarding unlawful dividends and stock
purchases) or (iv) for any transaction from which the director derived an
improper personal benefit.

     As permitted by the DGCL, the Company's Amended and Restated Bylaws provide
that (i) the Company is required to indemnify its directors and officers to the
fullest extent permitted by the DGCL, subject to certain very limited
exceptions, (ii) the Company is required to advance expenses, as incurred, to
its directors and officers in connection with a legal proceeding to the fullest
extent permitted by the DGCL, subject to certain very limited exceptions and
(iii) the rights conferred in the Amended and Restated Bylaws are not exclusive.

     The Company has entered into Indemnity Agreements with each of its current
directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
the Company's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws and to provide additional procedural protections. At present,
there is no pending litigation or proceeding involving a director, officer or
employee of the Company regarding which indemnification is sought, nor is the
Company aware of any threatened litigation that may result in claims for
indemnification.

     Reference is also made to Section 8 of the Underwriting Agreement relating
to the Company's initial public offering, effected pursuant to a Registration
Statement on Form S-1 (Commission File No. 333-59097), and to Section 8 of the
Underwriting Agreement relating to the Company's April 1999 public offering
effected pursuant to a Registration Statement on Form S-1 (Commission File No.
333-75009), each of which provides for the indemnification of officers,
directors and controlling persons of the Company against certain liabilities.
The indemnification provision in the Company's Amended and Restated Certificate
of Incorporation, Amended and Restated Bylaws and the Indemnity Agreements
entered into by and among the Company and each of its directors and officers may
be sufficiently broad to permit indemnification of the Company's directors and
officers for liabilities arising under the Securities Act.

     The Company, with approval by the Company's Board of Directors, has
obtained directors' and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

     The following exhibits are filed as part of this Registration Statement.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION
<S>            <C>
   5.1         Opinion of Cooley Godward LLP.

  23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.

  23.2         Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement.

  24           Power of Attorney is contained on page 6.

  99.1         eBay Inc. 2001 Equity Incentive Plan.
</TABLE>

<PAGE>   5

ITEM 9. UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

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

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

          (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 the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (ss. 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

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

     Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

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

     (c)  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.

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

3.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

<PAGE>   6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on March 30, 2001.


                                        eBay Inc.


                                        /s/ Margaret C. Whitman
                                        ----------------------------------------
                                        Margaret C. Whitman
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Margaret C. Whitman, Michael R. Jacobson
and Rajiv Dutta, and each or any one of them, his or her true and lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and her in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or his or
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

<PAGE>   7

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

<TABLE>
<CAPTION>
          SIGNATURE                           TITLE                        DATE
<S>                                <C>                                <C>
/s/ Margaret C. Whitman            President, Chief Executive         March 30, 2001
------------------------------     Officer and Director
Margaret C. Whitman

/s/ Rajiv Dutta                    Chief Financial Officer            March 30, 2001
------------------------------     (Principal Financial Officer)
Rajiv Dutta

/s/ Pierre M. Omidyar              Founder, Chairman of the Board     March 30, 2001
------------------------------     and Director
Pierre M. Omidyar

/s/ Philippe Bourguignon           Director                           March 30, 2001
------------------------------
Philippe Bourguignon

/s/ Scott D. Cook                  Director                           March 30, 2001
------------------------------
Scott D. Cook

/s/ Dawn G. Lepore                 Director                           March 30, 2001
------------------------------
Dawn G. Lepore

/s/ Robert C. Kagle                Director                           March 30, 2001
------------------------------
Robert C. Kagle

/s/ Howard D. Schultz              Director                           March 30, 2001
------------------------------
Howard D. Schultz
</TABLE>

<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION
<S>            <C>
   5.1         Opinion of Cooley Godward LLP.

  23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.

  23.2         Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement.

  24           Power of Attorney is contained on page 6.

  99.1         eBay Inc. 2001 Equity Incentive Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f71151ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18410}]
{"company-data": {"conformed-name": "EBAY INC", "cik": "0001065088", "assigned-sic": "7389", "irs-number": "770430924", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58046", "film-number": "1588274"}, "business-address": {"street1": "2125 HAMILTON AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95125", "phone": "4085587400"}, "mail-address": {"street1": "2125 HAMILTON AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95125"}}
1

     As filed with the Securities and Exchange Commission on March 30, 2001
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                    eBay Inc.
             (Exact name of registrant as specified in its charter)
Delaware                                         77-0430924
(State of Incorporation)                    (I.R.S. Employer Identification No.)
----------------------

                              2145 Hamilton Avenue
                           San Jose, California 95125
                    (Address of principal executive offices)

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

                      eBay Inc. 2001 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                               Michael R. Jacobson
          Vice President, Legal Affairs, General Counsel and Secretary

                                    eBay Inc.
                              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)

                             ----------------------
2
CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                         Proposed Maximum      Proposed Maximum
    Title of Securities                                      Offering              Aggregate           Amount of
     to be Registered        Amount to be Registered    Price per Share(1)     Offering Price(1)    Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value     10,000,000 shares (2)          $35.28            $352,800,000.00          $88,200.00
     $0.001 per share
======================================================================================================================
(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
     as amended. The offering price per share and aggregate offering price are
     based upon the average of the high and low prices of eBay Inc.'s Common
     Stock on March 29, 2001 as reported on the Nasdaq National Market for
     shares available for grant pursuant to the eBay Inc. 2001 Equity Incentive
     Plan.

(2)  Shares that are available for grant under the eBay Inc. 2001 Equity
     Incentive Plan as of March 30, 2001. No grants will be made under the eBay
     Inc. 2001 Equity Incentive Plan unless and until the stockholders of eBay
     have approved such plan at eBay's Annual Meeting of Stockholders to be held
     on May 25, 2001.
3

PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

     The document(s) containing the information specified in Item 1 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The document(s) containing the information specified in Item 2 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by eBay Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:

     (a)  The Company's latest annual report on Form 10-K for the fiscal year
ended December 31, 2000 filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or either (1)
the Company's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Act"), that contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed, or (2) the Company's effective Registration Statement on Form 10 or
20-F filed under the Exchange Act containing audited financial statements for
the Company's latest fiscal year.

     (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statements referred to in (a) above.

     (c)  The description of the Company's Common Stock which is contained in a
Registration Statement on Form 8-A (File No. 000-24821) filed August 20, 1998,
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.

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

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.

     As permitted by the DGCL, the Company's Amended and Restated Certificate of
Incorporation includes a provision that eliminates the personal liability of its
directors for monetary damages for breach of fiduciary duty as a
4

director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the DGCL (regarding unlawful dividends and stock
purchases) or (iv) for any transaction from which the director derived an
improper personal benefit.

     As permitted by the DGCL, the Company's Amended and Restated Bylaws provide
that (i) the Company is required to indemnify its directors and officers to the
fullest extent permitted by the DGCL, subject to certain very limited
exceptions, (ii) the Company is required to advance expenses, as incurred, to
its directors and officers in connection with a legal proceeding to the fullest
extent permitted by the DGCL, subject to certain very limited exceptions and
(iii) the rights conferred in the Amended and Restated Bylaws are not exclusive.

     The Company has entered into Indemnity Agreements with each of its current
directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
the Company's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws and to provide additional procedural protections. At present,
there is no pending litigation or proceeding involving a director, officer or
employee of the Company regarding which indemnification is sought, nor is the
Company aware of any threatened litigation that may result in claims for
indemnification.

     Reference is also made to Section 8 of the Underwriting Agreement relating
to the Company's initial public offering, effected pursuant to a Registration
Statement on Form S-1 (Commission File No. 333-59097), and to Section 8 of the
Underwriting Agreement relating to the Company's April 1999 public offering
effected pursuant to a Registration Statement on Form S-1 (Commission File No.
333-75009), each of which provides for the indemnification of officers,
directors and controlling persons of the Company against certain liabilities.
The indemnification provision in the Company's Amended and Restated Certificate
of Incorporation, Amended and Restated Bylaws and the Indemnity Agreements
entered into by and among the Company and each of its directors and officers may
be sufficiently broad to permit indemnification of the Company's directors and
officers for liabilities arising under the Securities Act.

     The Company, with approval by the Company's Board of Directors, has
obtained directors' and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

     The following exhibits are filed as part of this Registration Statement.
EXHIBIT
NUMBER         DESCRIPTION
5.1         Opinion of Cooley Godward LLP.

  23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.

  23.2         Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement.

  24           Power of Attorney is contained on page 6.

  99.1         eBay Inc. 2001 Equity Incentive Plan.
5

ITEM 9. UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

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

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

          (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 the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (ss. 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

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

     Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

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

     (c)  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.

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

3.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on March 30, 2001.

                                        eBay Inc.

                                        /s/ Margaret C. Whitman
                                        ----------------------------------------
                                        Margaret C. Whitman
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Margaret C. Whitman, Michael R. Jacobson
and Rajiv Dutta, and each or any one of them, his or her true and lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and her in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or his or
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
7

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                           TITLE                        DATE
/s/ Margaret C. Whitman            President, Chief Executive         March 30, 2001
------------------------------     Officer and Director
Margaret C. Whitman

/s/ Rajiv Dutta                    Chief Financial Officer            March 30, 2001
------------------------------     (Principal Financial Officer)
Rajiv Dutta

/s/ Pierre M. Omidyar              Founder, Chairman of the Board     March 30, 2001
------------------------------     and Director
Pierre M. Omidyar

/s/ Philippe Bourguignon           Director                           March 30, 2001
------------------------------
Philippe Bourguignon

/s/ Scott D. Cook                  Director                           March 30, 2001
------------------------------
Scott D. Cook

/s/ Dawn G. Lepore                 Director                           March 30, 2001
------------------------------
Dawn G. Lepore

/s/ Robert C. Kagle                Director                           March 30, 2001
------------------------------
Robert C. Kagle

/s/ Howard D. Schultz              Director                           March 30, 2001
------------------------------
Howard D. Schultz
8

                                  EXHIBIT INDEX
EXHIBIT
NUMBER         DESCRIPTION
5.1         Opinion of Cooley Godward LLP.

  23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.

  23.2         Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement.

  24           Power of Attorney is contained on page 6.

  99.1         eBay Inc. 2001 Equity Incentive Plan.