On February 3, 2009, the Board of Directors of Yahoo! Inc. (the "Company") approved an amendment and restatement of the Company's bylaws (the "Bylaws" and as amended and restated, the "Amended Bylaws"), effective immediately.
The Amended Bylaws deleted provisions in Section 2.5 (Advance Notice of Stockholder Nominees) relating solely to the Company's 2008 annual meeting of stockholders.
The Amended Bylaws also modified Section 3.3 (Election, Qualification and Term of Office of Directors) of the prior Bylaws to change the definition of a contested election to mean an election for which the Company has received one or more notices of a stockholder's intention to nominate a person for election to the Board of Directors, if the notice purports to comply with Section 2.5 of the Amended Bylaws and all such nominations have not been withdrawn by the proposing stockholder(s) on or prior to the tenth day preceding the date the Company first mails to stockholders its notice of the applicable meeting, regardless of whether the nomination is subsequently withdrawn and whether the Board of Directors determines that the notice was not in compliance with Section 2.5 of the Amended Bylaws.
The descriptions of the changes of the Amended Bylaws contained in this report are qualified in their entirety by reference to the full text of the prior Bylaws, a copy of which was filed with the Securities and Exchange Commission on May 8, 2008 as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q and is incorporated herein by reference, and the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

               Exhibit
                Number     Description

                   3.1     Amended and Restated Bylaws of Yahoo! Inc.