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PYPL PayPal

Filed: 10 Jun 19, 8:00pm
                                                             June 10, 2019

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

       Re: PayPal Holdings, Inc.
           Form 10-K for Fiscal Year Ended December 31, 2018
           Filed February 7, 2019
           File No. 001-36859

Dear Mr. Schulman:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2018

Risk Factors
Our business is subject to extensive government regulation...., Page 19
Economic and Trade Sanctions, page 22

1.     You disclose that subsequent to your March 2015 settlement with the
Treasury
       Department's Office of Foreign Assets Control ("OFAC") you self-reported
additional
       transactions as possible sanctions violations, and you received new
subpoenas from
       OFAC seeking additional information about these transactions. We also
located a
       February 2017 news article reporting that you received subpoenas from
the Justice
       Department for potential violations of U.S. sanctions. Please describe
these transactions
       to us, including the countries involved. Please also discuss the
potential for reputational
       harm from these transactions. In this regard, we note that the news
article reports that
       your shares had recently dropped 2.8%.
 Daniel H. Schulman
PayPal Holdings, Inc.
June 10, 2019
Page 2
Financial Statements for the Year Ended December 31, 2018
Note 11 - Loans and Interest Receivable, page 102

2.       We note your disclosure that you accounted for the sale of your U.S.
consumer credit
         receivables portfolio as a sale. You also disclose at the bottom of
page 102 that you
         concluded your continuing involvement in the revenue share arrangement
does not
         invalidate this determination. Please tell us in reasonable detail the
specific nature of your
         continuing involvement in the transferred assets. Please also tell us
how you
         concluded you met the conditions for sale accounting, and tell us the
specific accounting
         literature you relied upon in reaching your conclusion.


        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.

     You may contact Sondra Snyder, Staff Accountant at (202) 551-3332 or
Jennifer
Thompson, Accounting Branch Chief at (202) 551-3737 with any questions.



FirstName LastNameDaniel H. Schulman                            Sincerely,
Comapany NamePayPal Holdings, Inc.
                                                                Division of
Corporation Finance
June 10, 2019 Page 2                                            Office of
Consumer Products
FirstName LastName