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~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION ~~Washington~~ WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~ ofPursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported): July~~Exchange 8,Act ~~2002~~of 1934

~~PAYPAL,~~Date ~~INC. (Exact~~of ~~name~~Report (Date of ~~registrant~~ asearliest ~~specified~~event inreported): ~~its~~August 6, ~~charter)~~2002

~~000-49603~~ PayPal, Inc. (~~Commission~~Exact ~~File Number~~name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or000-49603 ~~organization~~(Commission File Number) 77-0510487 (I.R.S. Employer Identification No.)

303 Bryant Street Mountain View, ~~California~~CA 94041 (Address of principal executive offices~~, with zip code~~)

(650) 864-8000 (Registrant’'s telephone number, including area code)

~~Not~~ITEM ~~Applicable~~9. REGULATION FD DISCLOSURE

~~(Former~~ On ~~name~~August 6, or2002, ~~former~~PayPal, Inc. filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 with the ~~address~~Securities and Exchange Commission. Accompanying the report were certifications of PayPal, Inc.'s Chief Executive Officer, Peter A. Thiel, and Chief Financial Officer, Roelof F. Botha, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to be codified at 18 U.S.C. §1350. The text of each of these certifications is set forth below:

if ~~changed~~ ~~since last~~ ~~report)~~Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to be codified at 18 U.S.C. §1350

~~Item~~ I, 5Peter A. ~~Other~~Thiel, ~~Events~~hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to be codified at 18 U.S.C. §1350, that:

(i): The accompanying Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
(ii): The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of PayPal, Inc.

On/s/ ~~July~~PETER ~~8, 2002, a complaint captioned Kathleen Rooney v. PayPal, Inc., John C. Dean, Jr., Shailesh J. Metha, John~~ A. ~~Malloy,~~THIEL ~~Timothy M. Hurd, Michael J. Moritz, Elon Musk,~~ Peter A. Thiel, ~~Max~~Chief R.Executive Levchin, and eBay Inc., C.A. No. 19733 was filed in Delaware Chancery Court. A second complaint captioned Louis Crespo v. PayPal, Inc., Peter A. Thiel, Max R. Levchin, John C. Dean, Jr., Shailesh Mehta, John A. Malloy, Timothy M. Hurd, Michael J. Moritz, Elon Musk, and eBay, Inc., C.A. No. 19735 was filed on July 9, 2002 in the same court. A third complaint captioned Daniel Lowe v. PayPal, Inc. Peter A. Thiel, Max R. Levchin, John C. Dean, Jr., Shailesh Mehta, John A. Malloy, Timothy M. Hurd, Michael J. Moritz, Elon Musk and eBay, Inc., C.A. No. 19745 was filed on July 10, 2002 in the same court. A fourth complaint captioned Dominic A. Castaldo v. Peter A. Thiel, Max R. Levchin, John C. Dean, Timothy M. Hurd, John A. Malloy, Shailesh J. Mehta, Michael J. Moritz, Elon R. Mush, eBay Inc., and PayPal, Inc., Case File No. CV809326, was filed July 10, 2002 in the Superior Court of the State of California for the County of Santa Clara. A fifth complaint captioned Pierre Biscaye v. Peter A. Thiel, Max R. Levchin, John C. Dean, Timothy M. Hurd, John A. Malloy, Shailesh J. Mehta, Michael J. Moritz, Elon R. Mush, eBay Inc. and PayPal, Inc., Case File No. CV809663 was filed on July 23, 2002 in the Superior Court of the State of California for the County of Santa Clara.Officer

~~These~~ I, ~~lawsuits purport~~Roelof toF. beBotha, ~~brought~~hereby ascertify ~~class~~pursuant ~~actions~~to onSection 906 ~~behalf~~ of ~~all~~the ~~stockholders~~Sarbanes-Oxley Act of ~~PayPal~~2002, ~~Inc.~~ ~~(“PayPal”) and allege that the defendants have breached fiduciary duties they allegedly owe~~ to ~~PayPal stockholders by entering into a merger agreement that contemplates that each share of PayPal common stock will~~ be ~~exchanged~~codified ~~for .39~~at ~~shares~~18 ~~of eBay common stock~~U.S.C. ~~The complaints seek an injunction prohibiting the merger~~§1350, ~~unspecified monetary damages, and costs and attorneys’ fees. PayPal believes~~ that: ~~these suits are without merit and intends to defend against them vigorously.~~

(i): The accompanying Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
(ii): The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of PayPal, Inc.

On July 9, 2002, PayPal was served with a Subpoena Duces Tecum, dated July 5, 2002, issued by the Attorney General of the State of New York. The subpoena seeks the production of documents on or before July 22, 2002 that are related to, among other things, PayPal’/s/ ~~transactions~~ROELOF ~~with merchants involved in online gambling activities~~F. NoBOTHA ~~civil~~Roelof or criminal action or proceeding has been commenced against PayPal by the Attorney General, and the stated purpose of the subpoena is to assist the Attorney General in determining whether an action or proceeding should be institutedF. ~~PayPal~~Botha ~~intends~~Chief toFinancial ~~cooperate fully with the Attorney General in this matter.~~Officer

2The foregoing certifications are being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are not being filed as part of the Quarterly Report on Form 10-Q or as a separate disclosure document.

~~SIGNATURES~~2

~~Pursuant~~ ~~to the requirements of the Securities Exchange~~ ~~Act~~ ~~of 1934, the registrant has duly caused this report to be signed on its~~ ~~behalf by the undersigned thereunto duly authorized.~~SIGNATURE

		PAYPAL, INC.
		/s/ Roelof F. Botha
Date: July 26, 2002		By: Roelof F. Botha
		Its: Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 6, 2002	PAYPAL, INC.

	By:	/s/ ROELOF F. BOTHA Roelof F. Botha Chief Financial Officer

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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to be codified at 18 U.S.C. §1350
SIGNATURE

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