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On May 15, 2008, Yahoo! Inc. (the “Company”) issued a press release announcing today that it had sent a letterto Carl Icahn in response to his announcement regarding his intention to nominate a slate of ten directors to the Company’s Board of Directors at the 2008 annual meeting of stockholders.

A copy of the press release, including the full text of the letter, is filed with this Form 8-K and attached hereto as Exhibit 99.1.

(d)Exhibits.

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

SUNNYVALE, Calif., May 15, 2008 — Yahoo! Inc. (Nasdaq: YHOO), a leading global Internet company,today sent the following letter in response to Carl Icahn’s announcement regarding his intention tonominate a slate of ten directors to Yahoo!’s board of directors at the 2008 annual meeting ofstockholders.

Dear Mr. Icahn:

We are in receipt of your letter with regard to your intention to seek control of Yahoo!’s board ofdirectors.

Unfortunately, your letter reflects a significant misunderstanding of the facts about the Microsoftproposal and the diligence with which our board evaluated and responded to that proposal. Afair-minded review of the factual record leads to one conclusion: that Yahoo!’s ten-member board,comprised of nine independent directors along with Yahoo! CEO Jerry Yang, remains the best and mostqualified group to maximize value for all Yahoo! stockholders.

Conversely, we do not believe it is in the best interests of Yahoo! stockholders to allow you andyour hand-picked nominees to take control of Yahoo! for the express purpose of trying to force asale of Yahoo! to a formerly interested buyer who has publicly stated that they have moved on. Please may I remind you that there is currently no acquisition offer on the table from that companyor any other party. That said, we have been crystal clear in our stance that we have been andremain willing to consider any proposal from any party including Microsoft if it offers ourstockholders full and certain value.

From the beginning of the process with Microsoft, Yahoo!’s independent directors focused on onecentral goal: how best to maximize stockholder value. At all times directing this process, Yahoo!’sindependent directors carefully considered Microsoft’s initial unsolicited proposal, which was atthe time valued at $31 per share. After considering input from its financial advisers the boardunanimously concluded that Microsoft’s proposal significantly undervalued Yahoo! and was,therefore, not in the best interests of the company or our stockholders. While we rejected thisoffer publicly on February 11, 2008, we could not have been more clear in that communication and inevery subsequent communication, both public and private, that we were and are willing to enter intoany transaction that would maximize value for stockholders and provide them certainty of value.

The record of our efforts to engage Microsoft in meaningful discussions is unequivocal. Followingreceipt of Microsoft’s proposal on January 31, our board of directors has met over twenty times toreview Microsoft’s proposal and Yahoo!’s other strategic alternatives. Throughout this process ourboard kept an open mind and an open ear. Our independent directors met with several of our largeststockholders to solicit their views

and to make it clear that Yahoo!’s independent board is fully committed to maximizing stockholdervalue. In addition, at the direction of our board, our management team met with many of ourinvestors to provide insight into Yahoo!’s strategy and views on value.

Our board’s openness also extended to Microsoft. Without reciting all of the contacts between usand between our advisers, the senior-most management of Yahoo! and Microsoft and the companies’respective financial advisers spoke on numerous occasions and met in person seven times. Duringthose meetings, Yahoo! discussed its strategic objectives in search and display advertisingmonetization, its perspectives on operating strategy and integration in a transaction withMicrosoft, its perspectives on transaction synergies, and other non-price deal terms. Becausecertainty of closing is a critical issue, we sought to understand Microsoft’s thinking with regardto the regulatory issues associated with a potential transaction. In fact, at the board’sdirection, our lawyers on March 28 asked for additional information in this regard, informationwhich was never forthcoming.

On April 15^th, a meeting was held at Yahoo!’s request. At that meeting, which includedour respective financial advisors, we made clear, once again, that we were open to a transactionwith Microsoft. During those discussions, Yahoo! made a detailed presentation of its strategic andfinancial plan, its thoughts on integration and its view with respect to the potential synergiesthat could be achieved in a transaction, essentially laying the foundation for Microsoft tounderstand—and respond to—our board’s conclusion that Microsoft’s offer substantially undervaluedthe company. Following that meeting we also provided to Microsoft a list of key non-price dealterms that our board believed were critical items to be addressed in a deal to provide reasonableprotections for our stockholders.

Throughout this period, Microsoft continued to state that it would not raise its offer, and evensuggested that it could lower it.

Despite this failure by Microsoft to respond in any substantive way to any of Yahoo!’s requests, onMay 2^nd, the same day we first learned of Microsoft’s apparent willingness to increaseits proposal to $33 (although this oral “offer” was never delivered in writing and did not includedetails of a cash/stock mix), our board determined to continue discussions, instructing Jerry Yangto indicate to Microsoft that we would be prepared to enter into a transaction that valued Yahoo!at $37 per share and that provided reasonable certainty of value and certainty of closing. Thiswas communicated to Microsoft in-person at a meeting in Seattle on May 3rd. With Microsoft’soffer at $33 and Yahoo!’s counter-proposal at $37, Microsoft elected, within hours, to walk awayfrom the negotiating table and informed us that they were “moving on,” having never engaged furtheron price or any of the key non-price deal terms.

In short, Yahoo!’s board was at every point in this process prepared to enter into a transactionwith Microsoft that would maximize stockholder value—and included certainty of value and closing. What Yahoo!’s independent board refused to do was to allow control of this company to be acquiredfor less than its full value.

That brings us to today. Our business is performing well as evidenced by our first quarterresults. As we have publicly stated, our board continues to actively and expeditiously explorestrategic alternatives to maximize stockholder value. None of the alternatives we are consideringwould preclude us from entering into a transaction with Microsoft or any other party.

We continue to believe that Yahoo!’s current board has the independence, the knowledge, and thecommitment to navigate the Company through the rapidly changing Internet environment and to delivervalue for Yahoo! and its stockholders.

We look forward to a productive dialogue.

Very truly yours,

Roy Bostock

Chairman of the Board

About Yahoo! Inc.

Yahoo! Inc. is a leading global Internet brand and one of the most trafficked Internet destinationsworldwide. Yahoo! is focused on powering its communities of users, advertisers, publishers, anddevelopers by creating indispensable experiences built on trust. Yahoo! is headquartered inSunnyvale, California. For more information, visit pressroom.yahoo.com.

Forward Looking Statements

This release (including without limitation the statements and information in the letter quoted inthis press release) may contain forward-looking statements that involve risks and uncertaintiesconcerning Yahoo!’s projected financial performance as well as Yahoo!’s strategic and operationalplans. Actual results may differ materially from those described in this press release due to anumber of risks and uncertainties. The potential risks and uncertainties include, among others, theimplementation and results of Yahoo!’s ongoing strategic initiatives; Yahoo!’s ability to competewith new or existing competitors; reduction in spending by, or loss of, marketing servicescustomers; the demand by customers for Yahoo!’s premium services; acceptance by users of newproducts and services; risks related to joint ventures and the integration of acquisitions; risksrelated to Yahoo!’s international operations; failure to manage growth and diversification; adverseresults in litigation, including intellectual property infringement claims; Yahoo!’s ability toprotect its intellectual property and the value of its brands; dependence on key personnel;dependence on third parties for technology, services, content and distribution; general economicconditions and changes in economic conditions; and potential continuing uncertainty arising inconnection with the withdrawal of Microsoft’s unsolicited proposal to acquire Yahoo!, and theannounced intention by a stockholder to seek control of our Board of Directors, the possibilitythat Microsoft or another person may in the future make another proposal, or take other

actions which may create uncertainty for our employees, publishers, advertisers and other businesspartners, and the possibility of significant costs of defense, indemnification and liabilityresulting from stockholder litigation relating to the Microsoft proposal. More information aboutpotential factors that could affect Yahoo!’s business and financial results is included under thecaptions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition andResults of Operations” in Yahoo!’s Annual Report on Form 10-K for the fiscal year ended December31, 2007 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, which are onfile with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website atwww.sec.gov. All information in this release is as of May 15, unless otherwise noted, and Yahoo!does not intend, and undertakes no duty, to update or otherwise revise the information contained inthis release.

Important Additional Information

Yahoo! will be filing a proxy statement with the SEC in connection with the solicitation of proxiesfor its 2008 annual meeting of stockholders. Stockholders are strongly advised to read Yahoo!’s2008 proxy statement when it becomes available because it will contain important information. Stockholders will be able to obtain copies of Yahoo!’s 2008 proxy statement and other documentsfiled by Yahoo! with the SEC in connection with its 2008 annual meeting of stockholders at theSEC’s website atwww.sec.gov or at the Investor Relations section of Yahoo!’s website atwww.yhoo.client.stockholder.com. Yahoo!, its directors and its executive officers may be deemedparticipants in the solicitation of proxies from stockholders in connection with Yahoo!’s 2008annual meeting of stockholders. Information concerning Yahoo!’s directors and officers isavailable in its Form 10-K/A for the fiscal year ended December 31, 2007, filed with the SEC onApril 29, 2008.

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Yahoo! and the Yahoo! logos are trademarks and/or registered trademarks of Yahoo! Inc. All othernames are trademarks and/or registered trademarks of their respective owners.

Media Contacts:
Brad Williams
Yahoo! Inc.
(408) 349-7069
bhw@yahoo-inc.com

Adam Miller / Winnie Lerner
The Abernathy MacGregor Group for Yahoo! Inc.
(212) 371-5999
alm@abmac.com / wal@abmac.com

Investor Contact:
Marta Nichols
Yahoo! Inc.
(408) 349-3527
mnichols@yahoo-inc.com