<PAGE>

        As filed with the Securities and Exchange Commission on August 4, 1997
                                                      Registration No. 333- -
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

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

                                FORM S-3
                          REGISTRATION STATEMENT 
                     UNDER THE SECURITIES ACT OF 1933

                               YAHOO! INC.
          (Exact Name of Registrant as specified in its charter)

              CALIFORNIA                               77-0398689
        (State of incorporation)           (I.R.S. Employer Identification No.)

                     3400 CENTRAL EXPRESSWAY, SUITE 201
                       SANTA CLARA, CALIFORNIA 95051
                               (408) 731-3300
            (Address, including zip code, and telephone number, including 
              area code, of Registrant's principal executive offices)

                                TIMOTHY KOOGLE
                    PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     3400 CENTRAL EXPRESSWAY, SUITE 201
                       SANTA CLARA, CALIFORNIA 95051
                                 (408) 731-3300
            (Name, address, including zip code, and telephone number, 
                   including area code, of agent for service)

                                   Copies to: 
                                 JAMES L. BROCK
                                 STEVE J. BOOM
                                VENTURE LAW GROUP
                            A PROFESSIONAL CORPORATION 
                               2800 SAND HILL ROAD
                           MENLO PARK, CALIFORNIA 94025 
                                  (415) 854-4488

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: 
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT UNTIL
  JULY 29, 1998 OR UNTIL SUCH EARLIER TIME THAT ALL OF THE SHARES REGISTERED 
                           HEREUNDER HAVE BEEN SOLD.

     If the only securities being registered on this Form are to be offered 
pursuant to dividend or interest reinvestment plans, please check the 
following box. / /
     If any of the securities being registered on this Form are to be offered 
on a delayed or continuous basis pursuant to Rule 415 under the Securities 
Act of 1933, other than securities offered only in connection with dividend 
or interest reinvestment plans, check the following box. /x/
     If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following 
box and list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering.  / /
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) 
under the Securities Act, check the following box and list the Securities Act 
registration statement number of the earlier effective registration statement 
for the same offering.   / /
     If delivery of the prospectus is expected to be made pursuant to Rule 
434, please check the following box.  / /

                     CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
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                                       Amount            Proposed maximum           Proposed maximum      
  Title of each class of               to be              offering price                aggregate                 Amount of 
securities to be registered          registered             per share(1)            offering price(1)          registration fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>                        <C>                          <C>
Common Stock, par value 
  $0.001 per share...........         280,131 shares(2)     $52.3125(2)               $14,654,352.94               $4,440.72
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Estimated solely for the purpose of computing the amount of the     
    registration fee, based on the average of the high and low prices for     
    the Company's Common Stock as reported on the Nasdaq National Market     
    on July 30, 1997 in accordance with Rule 457 under the Securities Act of 
    1933.

(2) On July 29, 1997, the Company announced a 3 for 2 forward split of its 
    Common Stock which will be payable on August 29, 1997 to shareholders of 
    record on August 11, 1997. The share numbers and share prices contained 
    in this Registration Statement do not reflect the stock split.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR 
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS 
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH 
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION 
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING 
PURSUANT TO SECTION 8(a), MAY DETERMINE. 
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<PAGE>

NOTE:  INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A 
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE 
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY 
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT 
BECOMES EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR 
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE 
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE 
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF 
ANY SUCH STATE.

PROSPECTUS                         SUBJECT TO COMPLETION, DATED AUGUST 4, 1997

                                  280,131 SHARES
                                    YAHOO! INC.
                          COMMON STOCK, $0.001 PAR VALUE

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

   THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK 
      FACTORS" ON PAGE 5 OF THIS PROSPECTUS FOR INFORMATION THAT SHOULD BE 
                       CONSIDERED BY PROSPECTIVE INVESTORS.

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

     All references herein to "Yahoo!" or the "Company" mean Yahoo! Inc., a 
California corporation, unless otherwise indicated by the context.

     The 280,131 shares of Yahoo! Inc. Common Stock, $0.001 par value, 
covered by this Prospectus (the "Shares") are offered for the account of 
certain shareholders of the Company (the "Selling Shareholders").  259,069 of 
the Shares were issued to certain of the Selling Shareholders in connection 
with a private placement of the Company's Common Stock on July 29, 1997 (the 
"Private Placement"), and 21,062 of the Shares were issued to one of the 
Selling Shareholders in connection with the acquisition by the Company of 
NetControls, Inc. on July 31, 1997 (the "Acquisition").  For additional 
information concerning the Private Placement and the Acquisition, see 
"Issuance of Common Stock to Selling Shareholders."  The Selling Shareholders 
may sell the Shares from time to time on the over-the-counter market in 
regular brokerage transactions, in transactions directly with market makers 
or in certain privately negotiated transactions.  See "Plan of Distribution." 
Each Selling Shareholder has advised the Company that no sale or distribution 
other than as disclosed herein will be effected until after this Prospectus 
shall have been appropriately amended or supplemented, if required, to set 
forth the terms thereof.  The Company will not receive any proceeds from the 
sale of the Shares by the Selling Shareholders.

     Each of the Selling Shareholders may be deemed to be an "Underwriter," 
as such term is defined in the Securities Act of 1933, as amended (the 
"Securities Act").

     On July 29, 1997, the Company announced a 3 for 2 forward split of its 
Common Stock which will be payable on August 29, 1997 to shareholders of 
record on August 11, 1997. The share numbers and share prices contained in 
this Prospectus do not reflect the stock split.

     The Company's Common Stock is quoted on the Nasdaq National Market under 
the symbol "YHOO."  On August 1, 1997, the last sale price of the Company's 
Common Stock on the Nasdaq National Market was $55.25 per share. 

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
             COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
              SION OR ANY STATE SECURITIES COMMISSION PASSED UPON 
                  THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 
                    ANY REPRESENTATION TO THE CONTRARY IS A 
                                CRIMINAL OFFENSE. 

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                              UNDERWRITING                     PROCEEDS TO      
                            PRICE TO PUBLIC              DISCOUNTS AND COMMISSION           SELLING SHAREHOLDERS 
- ------------------------------------------------------------------------------------------------------------------
<S>                         <C>                               <C>                               <C>
Per Share ............
Total ................      See Text Above                    See Text Above                    See Text Above
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

                   THE DATE OF THIS PROSPECTUS IS _________, 1997


<PAGE>

     No person is authorized in connection with any offering made hereby to 
give any information or to make any representation not contained in this 
Prospectus, and, if given or made, such information or representation must 
not be relied upon as having been authorized by the Company or the Selling 
Shareholders.  This Prospectus does not constitute an offer to sell or a 
solicitation of an offer to buy any security other than the shares of Common 
Stock offered hereby, nor does it constitute an offer to sell or a 
solicitation of an offer to buy any of the shares offered hereby to any 
person in any jurisdiction in which it is unlawful to make such an offer or 
solicitation.  Neither the delivery of this Prospectus nor any sale made 
hereunder shall under any circumstances create any implication that the 
information contained herein is correct as of any time subsequent to the date 
hereof.

                            ADDITIONAL INFORMATION

     This Prospectus constitutes a part of a Registration Statement on Form 
S-3 (herein, together with all amendments and exhibits, referred to as the 
"Registration Statement") filed by the Company with the Securities and 
Exchange Commission (the "Commission") under the Securities Act.  This 
Prospectus does not contain all of the information set forth in the 
Registration Statement, certain parts of which are omitted in accordance with 
the rules and regulations of the Commission.  For further information with 
respect to the Company and the shares of Common Stock offered hereby, 
reference is hereby made to the Registration Statement.  Statements contained 
herein concerning the provisions of any document are not necessarily 
complete, and each such statement is qualified in its entirety by reference 
to the copy of such document filed with the Commission.

                           AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports, proxy and information statements and 
other information with the Commission.  Such reports, proxy and information 
statements and other information may be inspected and copied at the public 
reference facilities maintained by the Commission at 450 Fifth Street, NW, 
Washington, D.C. 20549, and at the following Regional Offices of the 
Commission: New York Regional Office, Seven World Trade Center, New York, New 
York 10048, and Chicago Regional Office, Northwest Atrium Center, 500 West 
Madison Street, Chicago, Illinois 60661.  Copies of such material can be 
obtained from the Public Reference Section of the Commission, 450 Fifth 
Street, NW, Washington, D.C. 20549 upon payment of the prescribed fees.  The 
Company is also required to file electronic versions of these documents with 
the Commission through the Commission's Electronic Data Gathering, Analysis 
and Retrieval System ("EDGAR").  The Common Stock of the Company is quoted on 
the Nasdaq National Market.  Reports, proxy and information statements and 
other information concerning the Company may be inspected at The Nasdaq Stock 
Market at 1735 K Street, NW, Washington, D.C. 20006. In addition, the 
Commission maintains a World Wide Web site (http://www.sec.gov) that contains 
reports, proxy and information statements and other information regarding 
registrants that file electronically with the Commission.


                                      2

<PAGE>

                      INFORMATION INCORPORATED BY REFERENCE

     The following documents filed by the Company with the Commission are 
incorporated by reference in this Prospectus:

     1.   The Company's Annual Report on Form 10-K for the year ended December
31, 1996.

     2.   The Company's definitive Proxy Statement dated March 25, 1997, filed
in connection with the Company's April 30, 1997 Annual Meeting of Shareholders.

     3.   The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.

     4.   The Company's Current Report on Form 8-K, filed with the Commission 
on August 4, 1997.

     5.   The description of the Company's Common Stock set forth in the 
Company's Registration Statement on Form 8-A, filed with the Commission on 
March 12, 1996.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
or 15(d) of the Exchange Act after the date of this Prospectus and prior to 
the termination of the offering of the Common Stock offered hereby shall be 
deemed to be incorporated by reference in this Prospectus.  Any statement 
contained in a document incorporated by reference herein shall be deemed to 
be modified or superseded for purposes hereof to the extent that a statement 
contained herein (or in any other subsequently filed document which also is 
incorporated by reference herein) modifies or supersedes such statement.  Any 
such statement so modified or superseded shall not be deemed to constitute a 
part hereof, except as so modified or superseded. 

     The Company will furnish without charge to each person, including any 
beneficial owner, to whom this Prospectus is delivered, on the written or 
oral request of such person, a copy of any or all of the documents 
incorporated by reference, other than exhibits to such documents.  Requests 
should be directed to Andrea Klipfel, Investor Relations, 3400 Central 
Expressway, Suite 201, Santa Clara, California 95051, telephone:  (408) 
731-3300.


                                      3

<PAGE>

                                 THE COMPANY

     Yahoo! is an Internet media company that offers a network of 
globally-branded properties, specialty programming, and aggregated content 
distributed primarily on the World Wide Web (the "Web") serving business 
professionals and consumers, and is among the most widely used guides for 
information and discovery on the Web.

     Under the "Yahoo!" brand, the Company provides intuitive, context-based 
guides to online content, Web search capabilities, aggregated third-party 
content and community and personalization features.  In June 1997, Internet 
users viewed an average of 38 million Web pages per day in "Yahoo!" branded 
properties.

     The Company makes its properties available without charge to users and 
generates revenue primarily through the sale of banner advertising.  
Advertising on Yahoo! properties is sold through the Company's internal 
advertising sales force and third party agents.  During the second quarter of 
1997, more than 900 advertisers purchased advertising on Yahoo! properties.

     Yahoo! was incorporated on March 5, 1995 under the laws of California.  
The Company's principal executive offices are located at 3400 Central 
Expressway, Suite 201, Santa Clara, California 95051 and its telephone number 
is (408) 731-3300.  As used in this Prospectus, the "Company" and "Yahoo!" 
refer to Yahoo! Inc., a California corporation, and its wholly owned 
subsidiaries.

                                      4

<PAGE>

                                 RISK FACTORS

     THIS PROSPECTUS (INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE 
HEREIN) CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A 
OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT 
OF 1934, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING THE COMPANY'S 
EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES.  ALL FORWARD LOOKING 
STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO 
THE COMPANY ON THE DATE HEREOF, AND THE COMPANY ASSUMES NO OBLIGATION TO 
UPDATE ANY SUCH FORWARD LOOKING STATEMENTS.  ACTUAL RESULTS COULD DIFFER 
MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT 
OF THE RISK FACTORS SET FORTH BELOW AND IN THE DOCUMENTS INCORPORATED BY 
REFERENCE HEREIN.  IN EVALUATING THE COMPANY'S BUSINESS, PROSPECTIVE 
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO 
THE OTHER INFORMATION SET FORTH HEREIN OR INCORPORATED HEREIN BY REFERENCE.

EXTREMELY LIMITED OPERATING HISTORY; ANTICIPATED LOSSES

     The Company was incorporated in March 1995 and did not commence 
generating advertising revenues until August 1995.  Accordingly, the Company 
has a limited operating history upon which an evaluation of the Company can 
be based, and its prospects are subject to the risks, expenses and 
uncertainties frequently encountered by companies in the new and rapidly 
evolving markets for Internet products and services, including the Web-based 
advertising market. Specifically, such risks include, without limitation, the 
failure to continue to develop and extend the "Yahoo!" brand, the failure to 
develop new media properties, the rejection of the Company's services by Web 
consumers and/or advertisers, the inability of the Company to maintain and 
increase the levels of traffic on Yahoo! properties, the development of equal 
or superior services or products by competitors, the failure of the market to 
adopt the Web as an advertising medium, the failure to successfully sell 
Web-based advertising through the Company's recently developed internal sales 
force, potential reductions in market prices for Web-based advertising as a 
result of competition or other factors, the inability of the Company to 
effectively integrate the technology and operations or any other acquired 
businesses or technologies with its operations, and the inability to 
identify, attract, retain and motivate qualified personnel.  There can be no 
assurance that the Company will be successful in addressing such risks.  As 
of June 30, 1997, the Company had an accumulated deficit of $23.3 million. 
The extremely limited operating history of the Company and the uncertain 
nature of the markets addressed by the Company make the prediction of future 
results of operations difficult or impossible and, therefore, the recent 
revenue growth experienced by the Company should not be taken as indicative 
of the rate of revenue growth, if any, that can be expected in the future.  
The Company believes that period to period comparisons of its operating 
results are not meaningful and that the results for any period should not be 
relied upon as an indication of future performance.  The Company currently 
expects to significantly increase its operating expenses to expand its sales 
and marketing operations, to fund greater levels of product development and 
to develop and commercialize additional media properties.  The Company also 
has made $19.7 million in advertising revenue guarantees to Netscape over the 
next two years in connection with the NETSCAPE GUIDE BY YAHOO!, a co-branded 
navigational service operated by the Company under an agreement with 
Netscape.  See "Risks Associated With NETSCAPE GUIDE BY YAHOO!."  As a result 
of these factors, there can be no assurance that the Company will not incur 
significant losses on a quarterly and annual basis for the foreseeable future.

     For the quarter ended June 30, 1997, the Company reported a net loss of 
$20.5 million ($0.74 per share). These results reflected, among other 
factors, a one-time, non-cash charge of $21,245,000 incurred in connection 
with an agreement relating to Yahoo! MarketPlace LLC, a joint venture 
established in 1996 by the Company, Visa Marketplace, Inc. and Sterling Payot 
Capital, L.P. Under this agreement the Company issued 466,321 shares of 
Common Stock to the Visa Group and the Visa Group released the Company from 
certain obligations and claims, and the Company purchased the Visa Group's 
interest in Yahoo! MarketPlace LLC.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

     As a result of the Company's extremely limited operating history, the 
Company does not have historical financial data for a significant number of 
periods on which to base planned operating expenses.  The Company derives 
substantially all of its revenues from the sale of advertisements under 
short-term contracts, which are difficult to forecast accurately.  The 
Company's expense levels are based in part on its expectations concerning 
future revenue and to a large extent are fixed.  The Company also has fixed 
expenses in the form of advertising revenue guarantees of up to $19.7 million 
over the next two years relating to the NETSCAPE GUIDE BY YAHOO!, which 
subject the Company to additional risk in the event that advertising revenues 
from this property are not sufficient to offset guaranteed payments and 
related operating expenses.  Quarterly revenues and operating results depend 
substantially upon the advertising revenues received within the quarter, 
which are difficult to forecast accurately.  Accordingly, the cancellation or 
deferral of a small number of advertising contracts 

                                      5

<PAGE>

could have a material adverse effect on the Company's business, results of 
operations and financial condition.  The Company may be unable to adjust 
spending in a timely manner to compensate for any unexpected revenue 
shortfall, and any significant shortfall in revenue in relation to the 
Company's expectations would have an immediate adverse effect on the 
Company's business, operating results and financial condition.  In addition, 
the Company plans to continue to significantly increase its operating 
expenses to expand its sales and marketing operations, to continue to develop 
and extend the "Yahoo!" brand, to implement and operate the NETSCAPE GUIDE BY 
YAHOO!, to fund greater levels of product development and to develop and 
commercialize additional media properties.  To the extent that such expenses 
precede or are not subsequently followed by increased revenues, the Company's 
business, operating results and financial condition will be materially and 
adversely affected.

     The Company's operating results may fluctuate significantly in the 
future as a result of a variety of factors, many of which are outside the 
Company's control.  These factors include the level of usage of the Internet, 
demand for Internet advertising, seasonal trends in Internet usage and 
advertising placements, the addition or loss of advertisers, the level of 
user traffic on YAHOO! and the Company's other online media properties, the 
advertising budgeting cycles of individual advertisers, the amount and timing 
of capital expenditures and other costs relating to the expansion of the 
Company's operations, the introduction of new products or services by the 
Company or its competitors, pricing changes for Web-based advertising, the 
timing of initial set-up, engineering or development fees that may be paid in 
connection with larger advertising and distribution arrangements, technical 
difficulties with respect to the use of YAHOO! or other media properties 
developed by the Company, incurrence of costs relating to acquisitions, 
general economic conditions and economic conditions specific to the Internet 
and online media. As a strategic response to changes in the competitive 
environment, the Company may from time to time make certain pricing, service 
or marketing decisions or business combinations that could have a material 
adverse effect on the Company's business, results of operations and financial 
condition.  The Company also has experienced, and expects to continue to 
experience, seasonality in its business, with user traffic on YAHOO! and the 
Company's other online media properties being lower during the summer and 
year-end vacation and holiday periods, when usage of the Web and the 
Company's services typically decline.  Additionally, seasonality may also 
affect the amount of customer advertising dollars placed with the Company in 
the first and third calendar quarters as advertisers historically spend less 
during these quarters.

     Due to all of the foregoing factors, in some future quarter the 
Company's operating results may fall below the expectations of securities 
analysts and investors.  In such event, the trading price of the Company's 
Common Stock would likely be materially and adversely affected. 

RISKS ASSOCIATED WITH NETSCAPE GUIDE BY YAHOO!

     During March 1997, the Company entered into certain agreements with 
Netscape Communications Corporation (Netscape) under which the Company has 
developed and operates an Internet information navigation service called 
"NETSCAPE GUIDE BY YAHOO!" (the GUIDE). The Co-Marketing agreement provides 
that revenue from advertising on the GUIDE, which is managed by the Company, 
is to be shared between the Company and Netscape. Under the terms of the 
Trademark License agreement, the Company made a one-time non-refundable 
trademark license fee payment of $5,000,000 in March 1997 which is being 
amortized over the initial two-year term, which commenced in May 1997. The 
Company also provided Netscape with a minimum of $10,000,000 in guarantees 
against shared advertising revenues in the first year of the Co-Marketing 
agreement and up to $15,000,000 in the second year of the agreement, subject 
in the second year to certain minimum levels of impressions being reached on 
the GUIDE. In June 1997, an amendment to this agreement was signed whereby 
the first year shared advertising revenue guarantee was reduced to $4,660,000.

     The Netscape Guide agreement exposes the Company to a number of 
significant risks and uncertainties, including, without limitation:  the risk 
that the Company and its sales agents will fail to generate sufficient 
advertising revenue to offset the initial and future guaranteed payments to 
Netscape, including any failure that results from negative trends in the 
Web-based advertising business (such as price erosion) or the inability of 
the Company and its agents to rapidly expand their advertising sales and 
management efforts to match the additional inventory currently anticipated 
from the Guide; the risk that projected user traffic levels for the Guide 
will not be achieved, which may be affected by several factors, such as 
declines or slower growth in the number of users of Netscape's browser 
product; particularly as a result of continued increases in the market share 
of Microsoft Corporation's ("Microsoft") Internet Explorer browser product;

                                      6

<PAGE>

any failure by the Company to successfully operate the Guide or to provide a 
compelling user experience; the effect of competitive personalized 
information services from other parties; the risk that the Netscape Guide and 
any related services will divert substantial user traffic away from the 
Company's other online media properties, including the YAHOO! main site and 
the MY YAHOO! personalized information service, and thus reduce the Company's 
advertising revenues from such other services (which are not subject to the 
revenue sharing arrangements with Netscape), and potentially dilute the 
strength of the Company's "Yahoo!" brand; the risk that Netscape does not 
elect to renew the agreement at the end of the two year term, after which the 
agreement permits Netscape to use certain elements of the user interface 
developed by the Company without payment of any consideration to the Company; 
and the risk that the Company will not effectively manage the substantial 
additional complexity and scope of operations required for successful 
development and operation of the Guide, including, among others, the 
difficulties associated with higher levels of user traffic and challenges in 
licensing and integrating content from a large number of third party content 
providers on acceptable terms.  As a result of the foregoing factors, there 
can be no assurance that the Company will implement and operate the Guide 
successfully, or that the Guide activities will not have a material adverse 
effect on the Company's business, operating results or financial condition.

COMPETITION

     The market for Internet products and services is highly competitive and 
competition is expected to continue to increase significantly.  In addition, 
the Company expects the market for Web-based advertising, to the extent it 
continues to develop, to be intensely competitive.  There are no substantial 
barriers to entry in these markets, and the Company expects that competition 
will continue to intensify.  Although the Company currently believes that the 
diverse segments of the Internet market will provide opportunities for more 
than one supplier of products and services similar to those of the Company, 
it is possible that a single supplier may dominate one or more market 
segments.

     The Company competes with many other providers of online navigation, 
information and community services.  Many companies offer competitive 
products or services addressing Web navigation services, including, among 
others, Digital Equipment Corporation (AltaVista), Excite, Inc. ("Excite"), 
including WebCrawler and NetFind, the version of Excite's service for 
America Online ("AOL") users, Infoseek Corporation, Inktomi, Lycos, Inc. 
(Lycos and A2Z), Open Text Corporation (Open Text Index), C|NET (Snap! 
Online) and Wired (hotbot).  In addition, the Company competes with 
metasearch services and software applications, such as C|NET's search.com 
service, that allow a user to search the databases of several directories and 
catalogs simultaneously.  The Company also competes indirectly with database 
vendors that offer information search and retrieval capabilities with their 
core database products.  The Company also faces competition from providers of 
software and other Internet products and services that incorporate search and 
retrieval features into their offerings.  For example, Web browsers offered 
by Netscape and Microsoft, which are the most widely used browsers, 
incorporate prominent search buttons and similar features that direct search 
traffic to competing services, including those that may be developed or 
licensed by such parties.  In addition, entities that sponsor or maintain 
high-traffic Web sites or that provide an initial point of entry for Internet 
users, such as the Regional Bell Operating Companies or Internet Service 
Providers ("ISPs") such as Microsoft and AOL, currently offer and could 
further develop, acquire or license Internet search and navigation functions 
that compete with those offered by the Company.  For example, the Company is 
aware that Microsoft intends to offer additional Internet search engine and 
directory services that are scheduled to be made publicly available in the 
near future. The Company expects that such search and directory services will 
be tightly integrated into the Microsoft operating system, the Internet 
Explorer browser and other software applications, and that Microsoft may 
promote such services within the Microsoft Network of through other end-user 
services such as WebTV. Insofar as Microsoft's Internet navigational 
offerings may be more conveniently accessed by users than those of the 
Company, this may provide Microsoft with significant competitive advantages 
that could have a material adverse effect on the Company's business. A large 
number of Web sites and online services (including, among others, the 
Microsoft Network, AOL, and other Web navigation companies such as Excite, 
Lycos and Infoseek) offer informational and community features, such as news, 
stock quotes, sports coverage, Yellow Pages and e-mail listings, weather 
news, chat services and bulletin board listings that are competitive with the 
services offered by the Company.  Several companies, including large 
companies such as Microsoft and AOL and their affiliates, also are developing 
or currently offer online information services for local markets, which 
compete with the Company's regional Yahoo! online properties.  The Company 
also faces intense competition for "Yahoo!" branded online properties in 
international markets, including competition from U.S.-based competitors as 
well as media and online companies that are already well established in those 
foreign markets.  Many of the Company's existing competitors, as well as a 
number of potential new competitors, have significantly greater financial, 
technical and marketing resources than the Company.  In addition, providers 
of Internet tools and services may be acquired by, receive investments from 
or enter into other commercial relationships with larger, well-established 
and well-financed companies, such as Microsoft or Netscape.  For example, AOL 
is a significant shareholder of Excite, and a version of the Excite service 
(AOL NetFind) has been designated as the exclusive Internet 

                                      7

<PAGE>

search service for use by AOL's subscribers.  Greater competition resulting 
from such relationships could have a material adverse effect on the Company's 
business, operating results and financial condition.

     In the future, the Company expects to face competition in the various 
special interest, demographic and geographic markets addressed by media 
properties that are under development.  This competition may include 
companies that are larger and better capitalized than the Company and that 
have expertise and established brand recognition in these markets.  There can 
be no assurance that the Company's competitors will not develop Internet 
products and services that are superior to those of the Company or that 
achieve greater market acceptance than the Company's offerings.  Moreover, a 
number of the Company's current advertising customers, licensees and partners 
have also established relationships with certain of the Company's 
competitors, and future advertising customers, licensees and partners may 
establish similar relationships.  

     The Company also competes with online services and other Web site 
operators, as well as traditional offline media such as television, radio and 
print for a share of advertisers' total advertising budgets.  The Company 
believes that the number of companies selling Web-based advertising and the 
available inventory of advertising space have increased substantially during 
recent periods.  Accordingly, the Company may face increased pricing pressure 
for the sale of advertisements.  There can be no assurance that the Company 
will be able to compete successfully against its current or future 
competitors or that competition will not have a material adverse effect on 
the Company's business, operating results and financial condition. 

     The Company believes that the principal competitive factors in its 
markets are brand recognition, ease of use, comprehensiveness, independence, 
quality and responsiveness of search results, the availability of targeted 
content and focused value added products and services, and access to end 
users.  Competition among current and future suppliers of Internet 
navigational and informational services, high-traffic Web sites and ISPs, as 
well as competition with other media for advertising placements, could result 
in significant price competition and reductions in advertising revenues. 
Moreover, many of the Company's current and potential competitors have 
significantly greater financial, technical, marketing, distribution and other 
resources than the Company.  There can be no assurance that the Company will 
be able to compete successfully against current and future sources of 
competition or that the competitive pressures faced by the Company will not 
have a material adverse effect on the Company's business, operating results 
and financial condition.

DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET

     The Company's future success is substantially dependent upon continued 
growth in the use of the Internet and the Web in order to support the sale of 
advertising on the Company's online media properties.  Rapid growth in the 
use of and interest in the Internet and the Web is a recent phenomenon.  
There can be no assurance that communication or commerce over the Internet 
will become more widespread or that extensive content will continue to be 
provided over the Internet.  The Internet may not prove to be a viable 
commercial marketplace for a number of reasons, including lack of acceptable 
security technologies, potentially inadequate development of the necessary 
infrastructure, such as a reliable network backbone, or timely development 
and commercialization of performance improvements, including high speed 
modems.  In addition, to the extent that the Internet continues to experience 
significant growth in the number of users and level of use, there can be no 
assurance that the Internet infrastructure will continue to be able to 
support the demands placed upon it by such potential growth or that the 
performance or reliability of the Web will not be adversely affected by this 
continued growth.  In addition, the Internet could lose its viability due to 
delays in the development or adoption of new standards and protocols required 
to handle increased levels of Internet activity, or due to increased 
governmental regulation.  Changes in or insufficient availability of 
telecommunications services to support the Internet also could result in 
slower response times and adversely affect usage of the Web and the Company's 
online media properties.  If use of the Internet does not continue to grow, 
or if the Internet infrastructure does not effectively support growth that 
may occur, the Company's business, operating results and financial condition 
would be materially and adversely affected.

                                      8

<PAGE>

DEVELOPING MARKET; UNPROVEN ACCEPTANCE OF THE COMPANY'S PRODUCTS AND MEDIA
PROPERTIES

     The markets for the Company's products and media properties have only 
recently begun to develop, are rapidly evolving and are characterized by an 
increasing number of market entrants who have introduced or developed 
information navigation products and services for use on the Internet and the 
Web.  As is typical in the case of a new and rapidly evolving industry, 
demand and market acceptance for recently introduced products and services 
are subject to a high level of uncertainty and risk.  Because the market for 
the Company's products and media properties is new and evolving, it is 
difficult to predict the future growth rate, if any, and size of this market. 
There can be no assurance either that the market for the Company's products 
and media properties will develop or that demand for the Company's products 
or media properties will emerge or become sustainable.  The Company's ability 
to successfully develop additional targeted media properties depends 
substantially on use of YAHOO! to promote such properties.  If use of YAHOO! 
fails to continue to grow, the Company's ability to establish other targeted 
properties would be materially and adversely affected.  If the market fails 
to develop, develops more slowly than expected or becomes saturated with 
competitors, or if the Company's products and media properties do not achieve 
or sustain market acceptance, the Company's business, operating results and 
financial condition will be materially and adversely affected.

RISKS ASSOCIATED WITH BRAND DEVELOPMENT

     The Company believes that establishing and maintaining the "Yahoo!" 
brand is a critical aspect of its efforts to attract and expand its Internet 
audience and that the importance of brand recognition will increase due to 
the growing number of Internet sites and the relatively low barriers to 
entry.  Promotion and enhancement of the "Yahoo!" brand will depend largely 
on the Company's success in providing high quality products and services, 
which cannot be assured.  If consumers do not perceive the Company's existing 
products and services to be of high quality, or if the Company introduces new 
products and services or enters into new business ventures that are not 
favorably received by consumers,  the Company will be unsuccessful in 
promoting and maintaining its brand, and will risk diluting its brand and 
decreasing the attractiveness of its audiences to advertisers.  Furthermore, 
in order to attract and retain Internet users and to promote and maintain the 
"Yahoo!" brand in response to competitive pressures, the Company may find it 
necessary to increase substantially its financial commitment to creating and 
maintaining a distinct brand loyalty among consumers.  If the Company is 
unable to provide high quality products and services or otherwise fails to 
promote and maintain its brand, or if the Company incurs excessive expenses 
in an attempt to improve its products and services or promote and maintain 
its brand, the Company's business, operating results and financial condition 
will be materially and adversely affected.

RELIANCE ON ADVERTISING REVENUES AND UNCERTAIN ADOPTION OF THE WEB AS AN
ADVERTISING MEDIUM

     The Company derives substantially all of its revenues from the sale of 
advertisements on its Web pages under short-term contracts.  Most of the 
Company's advertising customers have only limited experience with the Web as 
an advertising medium, have not devoted a significant portion of their 
advertising expenditures to Web-based advertising and may not find such 
advertising to be effective for promoting their products and services 
relative to traditional print and broadcast media.  The Company's ability to 
generate significant advertising revenues will depend upon, among other 
things, advertisers' acceptance of the Web as an effective and sustainable 
advertising medium, the development of a large base of users of the Company's 
services possessing demographic characteristics attractive to advertisers, 
and the ability of the Company to develop and update effective advertising 
delivery and measurement systems.  No standards have yet been widely accepted 
for the measurement of the effectiveness of Web-based advertising, and there 
can be no assurance that such standards will develop sufficiently to support 
Web-based advertising as a significant advertising medium.  In addition, 
there can be no assurance that the advertisers will determine that banner 
advertising, which comprises substantially all of the Company's revenues, is 
an effective or attractive advertising medium, and there can be no assurance 
that the Company will effectively transition to any other forms of Web-based 
advertising, should they develop. Certain advertising filter software 
programs are available that limit or remove advertising from an Internet 
user's desktop.  Such software, if generally adopted by users, may have a 
materially adverse effect upon the viability of advertising on the Internet.  
The Company relies primarily on its internal advertising sales force for 
domestic advertising sales, which involves additional risks and 
uncertainties, including (among others) risks associated with the 
recruitment, retention, management, training and motivation of sales 
personnel.  As a result of these factors, there can be no assurance that the 
Company will sustain 

                                      9

<PAGE>

or increase current advertising sales levels.  Failure to so will have a 
material adverse effect on the Company's business, operating results and 
financial position.

     In addition, there is intense competition in the sale of advertising on 
the Internet, including competition from other Internet navigational tools as 
well as other high-traffic sites, which has resulted in a wide range of rates 
quoted by different vendors for a variety of advertising services, which 
makes it difficult to project future levels of Internet advertising revenues 
that will be realized generally or by any specific company.  Competition 
among current and future suppliers of Internet navigational services or Web 
sites and advertising networks, as well as competition with other traditional 
media for advertising placements, could result in significant price 
competition, reduced pricing for Internet advertising and reductions in the 
Company's advertising revenues.  There also can be no assurance that the 
Company's advertising customers will accept the internal and third-party 
measurements of impressions received by advertisements on YAHOO!, the 
Company's online media properties, or that such measurements will not 
contain errors.

SUBSTANTIAL DEPENDENCE UPON THIRD PARTIES

     The Company depends substantially upon third parties for several 
critical elements of its business including, among others, technology and 
infrastructure, development of targeted content for localized Internet 
navigational guides, distribution activities and, to a lesser extent, 
advertising sales.

     TECHNOLOGY AND INFRASTRUCTURE

     The Company supplements its Internet directory listings with full-text 
Web search results provided by AltaVista, a division of Digital Equipment 
Corporation ("Digital"), under a non-exclusive agreement.  The Company 
believes that these search results provide a key competitive element for its 
Internet navigation services.  The Company therefore depends substantially 
upon ongoing maintenance and technical support from Digital to ensure 
accurate and rapid presentation of such search results to the Company's 
customers.  Any failure of Digital to effectively provide such search results 
could have a material adverse effect on the Company's business, operating 
results and financial condition.  In addition, any termination of the 
agreement with Digital or Digital's failure to renew such agreement upon 
expiration could result in substantial additional costs to the Company in 
developing or licensing replacement technology, and could result in a loss of 
levels of use of the Company's navigational services. The Company also relies 
on a private third party provider, GlobalCenter, Inc. ("GlobalCenter"), to 
provide the Company with access to three partial T3 (45 megabit per second) 
Internet connections.  Any disruption in the Internet access provided by 
GlobalCenter or any failure of GlobalCenter to handle current or higher 
volumes of queries could have a material adverse effect on the Company's 
business, operating results and financial condition.  The Company also 
licenses technology and related databases from third parties for certain 
elements of  Yahoo! properties, including, among others, technology 
underlying news, stock quotes and current financial information, chat 
services, street mapping, telephone and e-mail listings and similar services. 
The Company has experienced and expects to continue to experience 
interruptions and delays in service and availability for such elements, such 
as recent interruptions in the Company's stock quote services.  Any errors, 
failures or delays experienced in connection with these third party 
technologies and information services could negatively impact the Company's 
relationship with users and adversely affect the Company's brand and its 
business, and could expose the Company to liabilities to third parties.

     CONTENT DEVELOPMENT

     A key element of the Company's strategy involves the implementation of 
Yahoo! branded media properties targeted for interest areas, demographic 
groups and geographic areas.  In these efforts, the Company has relied and 
will continue to rely substantially on content development and localization 
efforts of third parties.  For example, the Company has entered into an 
agreement with Ziff-Davis pursuant to which Ziff-Davis publishes two online 
publications and a print magazine under the "Yahoo!" brand.  The Company also 
expects to rely exclusively on third party affiliates, including SOFTBANK in 
Japan, Rogers Communications ("Rogers") in Canada, and Ziff-Davis in European 
countries to localize, maintain and promote these services and to sell 
advertising in local markets.  There can be no assurance that the Company's 
current or future third-party affiliates will effectively implement these 
properties, or that their efforts will result in significant revenue to the 
Company.  Any failure of 


                                      10

<PAGE>

these parties to develop and maintain high-quality and successful media 
properties also could result in dilution to the "Yahoo!" brand, which could 
have a material adverse effect on the Company's business, results of 
operations and financial condition.

     DISTRIBUTION RELATIONSHIPS

     The Company has entered into certain distribution agreements and 
informal relationships with software vendors and operators of online networks 
and leading Web sites, such as Microsoft and Netscape.  The Company believes 
these arrangements are important to the promotion of the Company's online 
media properties particularly among new Web users who may first access the 
Web through these services or Web sites.  The Company's business 
relationships with these companies consist of cooperative marketing programs 
and licenses to include YAHOO! in online networks or services offered by 
these parties, which are intended to increase the use and visibility of 
YAHOO!.  These distribution arrangements typically are not exclusive, and may 
be terminable upon little or no notice. Third parties that provide 
distribution channels for the Company may also assess fees or otherwise 
impose additional conditions on the listing of YAHOO! or other online 
properties of the Company, such as Netscape's requirement of substantial 
payments for placement of YAHOO! on the "Net Search" Web page accessible from 
a button on the Netscape Web browser.  In April 1997, the Company also 
launched the NETSCAPE GUIDE BY YAHOO!.  See "Risks Associated With NETSCAPE 
GUIDE BY YAHOO!."  In addition, these companies may terminate or reduce their 
joint marketing activities with the Company, or develop and market their own 
Internet navigational guides or those of the Company's competitors.  Any such 
events could have a material adverse effect on the Company's business, 
results of operations and financial condition.
               
     THIRD PARTY ADVERTISING SALES AGENTS

     The Company relies and expects to continue to rely on third parties to 
sell advertising on mirror sites of YAHOO! and targeted media products, 
particularly versions of YAHOO! that are localized for international markets. 
There can be no assurance that such advertising representatives will achieve 
the Company's advertising sales objectives. Because advertising sales have 
constituted and are expected to continue to constitute substantially all of 
the Company's revenues, any failure of the Company's third party sales 
representatives to achieve successful advertising sales could have a material 
adverse effect on the Company's business, operating results and financial 
condition.

ENHANCEMENT OF YAHOO! MAIN SITE AND DEVELOPMENT OF NEW MEDIA PROPERTIES

     To remain competitive, the Company must continue to enhance and improve 
the responsiveness, functionality, features and content of the YAHOO! main 
site, as well as the Company's other branded media properties, such as the 
NETSCAPE GUIDE BY YAHOO!.  There can be no assurance that the Company will be 
able to successfully maintain competitive user response times or implement 
new features and functions, such as greater levels of user personalization, 
localized content filter and information delivery through "push" methods, 
which will involve the development of increasingly complex technologies.

     The Company's future success also depends in part upon the timely 
processing of Web site listings submitted by users and Web content providers, 
which have increased substantially in recent periods.  The Company has from 
time to time experienced significant delays in the processing of submissions, 
and further delays could have a material adverse effect on the Company's 
goodwill among Web users and content providers, and on the Company's business.

     A key element of the Company's business strategy is the development and 
introduction of new YAHOO! branded navigational products targeted for 
specific interest areas, user groups with particular demographic 


                                      11

<PAGE>

characteristics and geographic areas.  There can be no assurance that the 
Company will be successful in developing, introducing and marketing such 
products or media properties or that such products and media properties will 
achieve market acceptance, enhance the Company's brand name recognition or 
increase traffic on Yahoo!'s online properties.  The Company depends 
substantially on third party efforts in the development and operation of 
these new media properties.  The introduction of new media properties also 
may be subject to delays that may negatively affect advertising revenues and 
the Company's competitive position.  Furthermore, enhancements of or 
improvements to YAHOO! or new media properties may contain undetected errors 
that require significant design modifications, resulting in a loss of 
customer confidence and user support and a decrease in the value of the 
Company's brand name recognition.  Any failure of the Company to effectively 
develop and introduce these properties, or failure of such properties to 
achieve market acceptance, could adversely affect the Company's business, 
results of operations and financial condition.

TECHNOLOGICAL CHANGE  

     The market for Internet products and services is characterized by rapid 
technological developments, evolving industry standards and customer demands, 
and frequent new product introductions and enhancements.  These market 
characteristics are exacerbated by the emerging nature of this market and the 
fact that many companies are expected to introduce new Internet products and 
services in the near future.  The Company's future success will depend in 
significant part on its ability to continually improve the performance, 
features and reliability of YAHOO! and other properties in response to both 
evolving demands of the marketplace and competitive product offerings, and 
there can be no assurance that the Company will be successful in doing so.  
In addition, the widespread adoption of new Web functionality through 
developments such as the Java programming language and increasingly 
personalized information filtering and delivery could require fundamental 
changes in the Company's services and could fundamentally affect the nature, 
viability and measurability of Web-based advertising, which could adversely 
affect the Company's business, operating results and financial condition.

MANAGEMENT OF POTENTIAL GROWTH

     The Company's recent growth has placed, and is expected to continue to 
place, a significant strain on its managerial, operational and financial 
resources.  To manage its potential growth, the Company must continue to 
implement and improve its operational and financial systems and to expand, 
train and manage its employee base.  The Company also currently intends to 
establish mirror, or duplicate, sites in other geographic locations, which 
will create additional operational and management complexities, including the 
need for continual updating and maintenance of directory listings among 
geographically dispersed network servers.  The Company also expects that its 
operational and management systems will face additional strain as a result of 
the development and operation of the NETSCAPE GUIDE BY YAHOO!.  See "Risks 
Associated With NETSCAPE GUIDE BY YAHOO!."  The process of managing 
advertising within large, high traffic Web sites such as YAHOO! is an 
increasingly important and complex task.  The Company relies on both internal 
and licensed third party advertising inventory management and analysis 
systems.  To the extent that any extended failure of the Company's 
advertising management system results in incorrect advertising insertions, 
the Company may be exposed to "make good" obligations with its advertising 
customers, which, by displacing advertising inventory, could defer 
advertising revenues and thereby have a material adverse effect on the 
Company's business, operating results and financial condition.  There can be 
no assurance that the Company will be able to effectively manage the 
expansion of its operations, that the Company's systems, procedures or 
controls will be adequate to support the Company's operations or that Company 
management will be able to achieve the rapid execution necessary to fully 
exploit the market opportunity for the Company's products and media 
properties.  Any inability to effectively manage growth, if any, could have a 
material adverse effect on the Company's business, operating results and 
financial condition.

RISK OF CAPACITY CONSTRAINTS AND SYSTEMS FAILURES  

     A key element of the Company's strategy is to generate a high volume of 
use of its online media properties.  Accordingly, the performance of the 
Company's online media properties is critical to the Company's reputation, 
its ability to attract advertisers to the Company's Web sites and to achieve 
market acceptance of these products and media properties.  Any system failure 
that causes interruption or an increase in response time of the 


                                      12

<PAGE>

Company's products and media properties could result in less traffic to the 
Company's Web sites and, if sustained or repeated, could reduce the 
attractiveness of the Company's products and media properties to advertisers 
and licensees.  An increase in the volume of queries conducted through the 
Company's products and media properties could strain the capacity of the 
software or hardware deployed by the Company, which could lead to slower 
response time or system failures, and adversely affect the number of 
impressions received by advertising and thus the Company's advertising 
revenues.  In addition, as the number of Web pages and users increase, there 
can be no assurance that the Company's products and media properties and 
infrastructure will be able to scale accordingly.  The Company also faces 
technical challenges associated with higher levels of personalization and 
localization of content delivered to users of its services, which adds strain 
to the Company's development and operational resources.  The Company is also 
dependent upon Web browsers and Internet and online service providers for 
access to its products and media properties.  In particular, a private third 
party provider, GlobalCenter, provides the Company with access to three 
partial T3 (45 megabit per second) Internet connections.  In the past, users 
have occasionally experienced difficulties due to system failures, including 
failures unrelated to the Company's systems.  Any disruption in the Internet 
access provided by GlobalCenter or any failure of GlobalCenter to handle 
higher volumes of user traffic could have a material adverse effect on the 
Company's business, operating results and financial condition.  Furthermore, 
the Company is dependent on hardware suppliers for prompt delivery, 
installation and service of servers and other equipment used to deliver the 
Company's products and services. 

     The Company's operations are dependent in part upon its ability to 
protect its operating systems against physical damage from fire, floods, 
earthquakes, power loss, telecommunications failures, break-ins and similar 
events.  The Company does not presently have redundant, multiple site 
capacity in the event of any such occurrence.  Despite the implementation of 
network security measures by the Company, its servers are vulnerable to 
computer viruses, break-ins and similar disruptions from unauthorized 
tampering with the Company's computer systems.  The occurrence of any of 
these events could result in interruptions, delays or cessations in service 
to users of the Company's products and media properties, which could have a 
material adverse effect on the Company's business, operating results and 
financial condition.

INTEGRATION OF POTENTIAL ACQUISITIONS  

     Since inception, the Company has formed a number of joint ventures, and 
recently the Company acquired a small software development company involved 
in the delivery of current information through the Internet.  As part of its 
business strategy, the Company expects to enter into further business 
combinations and/or make significant investments in complementary companies, 
products or technologies.  Any such transactions would be accompanied by the 
risks commonly encountered in such transactions.  Such risks include, among 
other things, the difficulty of assimilating the operations and personnel of 
the acquired companies, the potential disruption of the Company's ongoing 
business, the inability of management to maximize the financial and strategic 
position of the Company through the successful incorporation of acquired 
technology or content and rights into the Company's products and media 
properties, the difficulties of integrating personnel of acquired entities, 
additional expenses associated with amortization of acquired intangible 
assets, the maintenance of uniform standards, controls, procedures and 
policies, the impairment of relationships with employees and customers as a 
result of any integration of new management personnel, and the potential 
unknown liabilities associated with acquired businesses.  There can be no 
assurance that the Company would be successful in overcoming these risks or 
any other problems encountered in connection with such acquisitions.

TRADEMARKS AND PROPRIETARY RIGHTS  

     The Company regards its copyrights, trademarks, trade dress, trade 
secrets and similar intellectual property as critical to its success, and the 
Company relies upon trademark and copyright law, trade secret protection and 
confidentiality and/or license agreements with its employees, customers, 
partners and others to protect its proprietary rights.  The Company pursues 
the registration of its trademarks in the United States and (based upon 
anticipated use) internationally, and has applied for the registration of 
certain of its trademarks, including "Yahoo!" and "Yahooligans!"  Effective 
trademark, copyright and trade secret protection may not be available in 
every country in which the Company's products and media properties are 
distributed or made available through the Internet.  The Company has licensed 
in the past, and it expects that it may license in the future, elements of 
its distinctive trademarks, trade dress and similar proprietary rights to 
third parties, including in 


                                      13

<PAGE>

connection with branded mirror sites of YAHOO! and other media properties 
that may be controlled operationally by third parties.  While the Company 
attempts to ensure that the quality of its brand is maintained by such 
licensees, no assurances can be given that such licensees will not take 
actions that could materially and adversely affect the value of the Company's 
proprietary rights or the reputation of its products and media properties, 
either of which could have a material adverse effect on the Company's 
business. Also, the Company is aware that third parties have from time to 
time copied significant portions of YAHOO! directory listings for use in 
competitive Internet navigational tools and services, and there can be no 
assurance that the distinctive elements of YAHOO! will be protectible under 
copyright law.  There can be no assurance that the steps taken by the Company 
to protect its proprietary rights will be adequate or that third parties will 
not infringe or misappropriate the Company's copyrights, trademarks, trade 
dress and similar proprietary rights.  In addition, there can be no assurance 
that other parties will not assert infringement claims against the Company.

     Many parties are actively developing search, indexing and related Web 
technologies at the present time.  The Company believes that such parties 
have taken and will continue to take steps to protect these technologies, 
including seeking patent protection.  As a result, the Company believes that 
disputes regarding the ownership of such technologies are likely to arise in 
the future.

     From time to time the Company has been, and expects to continue to be, 
subject to legal proceedings and claims in the ordinary course of its 
business, including claims of alleged infringement of the trademarks and 
other intellectual property rights of third parties by the Company and its 
licensees. Such claims, even if not meritorious, could result in the 
expenditure of significant financial and managerial resources.  As of the 
date of this Prospectus, the Company is not aware of any legal proceedings or 
claims that the Company believes will have, individually or in the aggregate, 
a material adverse effect on the Company's financial position or results of 
operations. 

DEPENDENCE ON KEY PERSONNEL

     The Company's performance is substantially dependent on the performance 
of its senior management and key technical personnel.  In particular, the 
Company's success depends substantially on the continued efforts of its 
senior management team.  The Company does not carry key person life insurance 
on any of its senior management personnel.  The loss of the services of any 
of its executive officers or other key employees could have a material 
adverse effect on the business, operating results and financial condition of 
the Company. 

     The Company's future success also depends on its continuing ability to 
attract and retain highly qualified technical and managerial personnel. 
Competition for such personnel is intense and there can be no assurance that 
the Company will be able to retain its key managerial and technical employees 
or that it will be able to attract and retain additional highly qualified 
technical and managerial personnel in the future.  The inability to attract 
and retain the necessary technical and managerial personnel could have a 
material and adverse effect upon the Company's business, operating results 
and financial condition. 

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES  

     The Company is not currently subject to direct regulation by any 
government agency in the United States, other than regulations applicable to 
businesses generally, and there are currently few laws or regulations 
directly applicable to access to or commerce on the Internet.  Due to the 
increasing popularity and use of the Internet, it is possible that a number 
of laws and regulations may be adopted with respect to the Internet, covering 
issues such as user privacy, pricing and characteristics and quality of 
products and services.  For example, although the Communications Decency Act 
was held to be unconstitutional, there can be no assurance that similar 
legislation will not be enacted in the future and it is possible that such 
legislation could expose the Company to substantial liability. Such 
legislation could also dampen the growth in use of the Web generally and 
decrease the acceptance of the Web as a communications and commercial medium, 
and could, thereby, have a material adverse effect on the Company's business, 
results of operations and financial condition. Other nations, including 
Germany, have taken actions to restrict the free flow of material deemed to 
be objectionable on the Web. In addition, several telecommunications carriers 
are seeking to have telecommunications over the Web regulated by the Federal 
Communications Commission (the "FCC") in the same manner as other 
telecommunications services. For 


                                      14

<PAGE>

example, America's Carriers Telecommunications Association ("ACTA") has filed 
a petition with the FCC for this purpose. In addition, because the growing 
popularity and use of the Web has burdened the existing telecommunications 
infrastructure and many areas with high Web use have begun to experience 
interruptions in phone service, local telephone carriers, such as Pacific 
Bell, have petitioned the FCC to regulate ISPs and OSPs in a manner similar 
to long distance telephone carriers and to impose access fees on the ISPs and 
OSPs. If either of these petitions is granted, or the relief sought therein 
is otherwise granted, the costs of communicating on the Web could increase 
substantially, potentially slowing the growth in use of the Web, which could 
in turn decrease the demand for the Company's products and media properties.  
Also it is possible that laws will be adopted or current laws interpreted in 
a manner to impose liability on online service providers such as the Company 
for listing or linking to third party Web sites that include materials that 
infringe copyrights or other rights of others. Such laws and regulations if 
enacted could have an adverse effect on the Company's business, operating 
results and financial condition.  Moreover, the applicability to the Internet 
of the existing laws governing issues such as property ownership, copyright 
defamation, obscenity and personal privacy is uncertain, and the Company may 
be subject to claims that its services violate such laws. Any such new 
legislation or regulation or the application of existing laws and regulations 
to the Internet could have a material adverse effect on the Company's 
business, operating results and financial condition.

     Due to the global nature of the Web, it is possible that, although 
transmissions by the Company over the Internet originate primarily in the 
State of California, the governments of other states and foreign countries 
might attempt to regulate the Company's transmissions or prosecute the 
Company for violations of their laws.  There can be no assurance that 
violations of local laws will not be alleged or charged by state or foreign 
governments, that the Company might not unintentionally violate such law or 
that such laws will not be modified, or new laws enacted, in the future. Any 
of the foregoing developments could have a material adverse effect on the 
Company's business, results of operations and financial condition.

     As part of its advertising sales efforts, the Company from time to time 
promotes sweepstakes and similar events on Yahoo! properties, and may 
participate in the design and implementation of such events on behalf of 
sponsors. Such events are subject to extensive government regulation 
throughout the world, including different regulatory schemes under states and 
territories in the United States. Failure to comply with such regulations 
could expose the Company to substantial liabilities.

LIABILITY FOR INFORMATION SERVICES  

     Because materials may be downloaded by the online or Internet services 
operated or facilitated by the Company and may be subsequently distributed to 
others, there is a potential that claims will be made against the Company for 
defamation, negligence, copyright or trademark infringement, personal injury 
or other theories based on the nature and content of such materials.  Such 
claims have been brought, and sometimes successfully pressed, against online 
service providers in the past.  In addition, the Company could be exposed to 
liability with respect to the selection of listings that may be accessible 
through the Company's Yahoo!-branded products and media properties, or 
through content and materials that may be posted by users in classifieds, 
bulletin board and chat room services offered by the Company.  Such claims 
might include, among others, that by providing hypertext links to Web sites 
operated by third parties, the Company is liable for infringement or other 
wrongful actions by such third parties through such Web sites.  It is also 
possible that if any information provided through the Company's services, 
such as stock quotes, analyst estimates or other trading information, 
contains errors, third parties could make claims against the Company for 
losses incurred in reliance on such information. From time to time, the 
Company enters into agreements with sponsors, content providers, service 
providers and merchants under which the Company is entitled to receive a 
share of revenue from the purchase of goods and services by users of the 
Company's online properties. Such revenue arrangements, if significant, would 
expose the Company to additional risks and uncertainties, including (without 
limitation) seasonal variations associated with the market for such products 
and services, competitive and other business factors relating to such 
markets, and potential liabilities to consumers of such products and 
services. Although the Company carries general liability insurance, the 
Company's insurance may not cover potential claims of this type or may not be 
adequate to indemnify the Company for all liability that may be imposed.  Any 
imposition of liability or legal defense expenses that are not covered by 
insurance or is in excess of insurance coverage could have a material adverse 
effect on the Company's business, operating results and financial condition.  
                                     15 


<PAGE>

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS AND EXPANSION

     A key part of the Company's strategy is to develop "Yahoo!" branded 
online properties in international markets.  The Company has developed and 
operates, through joint ventures with SOFTBANK and SB Holdings (Europe) Ltd., 
versions of the YAHOO! Internet Guide localized for Japan, Germany, France 
and the U.K, and the Company offers a version of YAHOO! localized for Canada 
under an agreement with Rogers Communications.  International revenues (sales 
outside of North America) were approximately 1% of total revenues for the 
year ended December 31, 1996, and approximately 6% for the six months ended 
June 30, 1997.

     To date, the Company has only limited experience in developing localized 
versions of its products and marketing and operating its products and 
services internationally, and the Company relies substantially on the efforts 
and abilities of its foreign business partners in such activities.  If the 
international revenues are not adequate to offset investments in such 
activities, the Company's business, operating results and financial condition 
could be materially adversely affected.  The Company may experience 
difficulty in managing international operations as a result of distance as 
well as language and cultural differences, and there can be no assurance that 
the Company or its partners will be able to successfully market and operate 
its products and services in foreign markets.  The Company also believes that 
in light of substantial anticipated competition, it will be necessary to move 
quickly into international markets in order to effectively obtain market 
share, and there can be no assurance that the Company will be able to do so. 
In addition to the uncertainty as to the Company's ability to continue to 
generate revenues from its foreign operations and expand its international 
presence, there are certain risks inherent in doing business on an 
international level, such as unexpected changes in regulatory requirements, 
export restrictions, trade barriers, difficulties in staffing and managing 
foreign operations, longer payment cycles, problems in collecting accounts 
receivable, political instability, fluctuations in currency exchange rates, 
software piracy, seasonal reductions in business activity in certain other 
parts of the world and potentially adverse tax consequences, which could 
adversely impact the success of the Company's international operations. There 
can be no assurance that one or more of such factors will not have a material 
adverse effect on the Company's future international operations and, 
consequently, on the Company's business, operating results and financial 
condition.

CONCENTRATION OF STOCK OWNERSHIP  

     As of June 30, 1997, the present directors, executive officers, greater 
than 5% shareholders and their respective affiliates beneficially owned 
approximately 78% of the outstanding Common Stock of the Company.  As of June 
30, 1997, SOFTBANK beneficially owned approximately 34% of the outstanding 
Common Stock of the Company.  As a result of their ownership, the directors, 
executive officers, greater than 5% shareholders (including SOFTBANK) and 
their respective affiliates collectively are able to control all matters 
requiring shareholder approval, including the election of directors and 
approval of significant corporate transactions.  Such concentration of 
ownership may also have the effect of delaying or preventing a change in 
control of the Company.

VOLATILITY OF STOCK PRICE  

     The trading price of the Company's Common Stock has been and may 
continue to be subject to wide fluctuations in response to a number of events 
and factors, such as quarterly variations in operating results, announcements 
of technological innovations or new products and media properties by the 
Company or its competitors, changes in financial estimates and 
recommendations by securities analysts, the operating and stock price 
performance of other companies that investors may deem comparable to the 
Company, and news reports relating to trends in the Company's markets.  In 
addition, the stock market in general, and the market prices for 
Internet-related companies in particular, have experienced extreme volatility 
that often has been unrelated to the operating performance of such companies. 
These broad market and industry fluctuations may adversely affect the 
trading price of the Company's Common Stock, regardless of the Company's 
operating performance.

ANTITAKEOVER EFFECT OF CERTAIN CHARTER PROVISIONS

     The Board of Directors has the authority to issue up to 10,000,000 
shares of Preferred Stock and to determine the price, rights, preferences, 
privileges and restrictions, including voting rights, of those shares without 
any further vote or action by the shareholders.  The rights of the holders of 
Common Stock may be subject to, and may be adversely affected by, the rights 
of the holders of any Preferred Stock that may be issued in the future.  The 
issuance of Preferred Stock may have the effect of delaying, deferring or 
preventing a change of control of the 


                                      16

<PAGE>

Company without further action by the shareholders and may adversely affect 
the voting and other rights of the holders of Common Stock. The Company has 
no present plans to issue shares of Preferred Stock.  Further, certain 
provisions of the Company's charter documents, including provisions 
eliminating the ability of shareholders to take action by written consent and 
limiting the ability of shareholders to raise matters at a meeting of 
shareholders without giving advance notice, may have the effect of delaying 
or preventing changes in control or management of the Company, which could 
have an adverse effect on the market price of the Company's Common Stock.  In 
addition, effective upon qualification of the Company as a "listed 
corporation," as defined in Section 301.5(d) of the California Corporations 
Code, the Company's charter documents eliminated cumulative voting and 
provide that, at such time as the Company has at least six directors, the 
Company's Board of Directors will be divided into two classes, each of which 
serves for a staggered two-year term, which may make it more difficult for a 
third party to gain control of the Company's Board of Directors.


                                      17

<PAGE>

                               USE OF PROCEEDS

     The proceeds from the sale of the Shares are solely for the account of 
the Selling Shareholders.  Accordingly, the Company will not receive any 
proceeds from the sale of the Shares from the Selling Shareholders.

                             SELLING SHAREHOLDERS

     The following table sets forth certain information known to the Company 
with respect to beneficial ownership of the Company's Common Stock as of 
August 1, 1997 by each Selling Shareholder.


<TABLE>
<CAPTION>
                                          SHARES BENEFICIALLY OWNED                   SHARES BENEFICIALLY OWNED
                                           PRIOR TO THE OFFERING(1)                      AFTER THE OFFERING(2) 
                                           ------------------------       SHARES      -------------------------
SELLING  SHAREHOLDERS                       SHARES     PERCENT (3)        OFFERED        SHARES    PERCENT (3) 
- ---------------------                       ------     -----------        -------        ------    ----------- 
<S>                                         <C>         <C>               <C>            <C>        <C>        
Visa Marketplace, Inc.                      259,067       *               143,927        115,140      *        
Visa International Service Association      115,142       *               115,142          --         --        
Michael Burmeister-Brown                     21,062       *                21,062          --         --        
</TABLE>


- --------------------
 *  Less than one percent
(1) Information with respect to beneficial ownership is based upon information
    obtained from the Company's transfer agent and certain of the Selling
    Shareholders.
(2) Assumes that each Selling Shareholder will sell all of the Shares set 
    forth above under "Shares Offered."  There can be no assurance that the 
    Selling Shareholders will sell all or any of the Shares offered hereunder.
(3) Based on 28,597,274 shares outstanding as of July 31, 1997.


                                      18

<PAGE>

                 ISSUANCE OF COMMON STOCK TO SELLING SHAREHOLDERS

     On July 29, 1997, the Company issued an aggregate of 466,321 shares of 
Common Stock to Visa Marketplace, Inc. ("Visa") and Sterling Payot Capital, 
L.P. ("Sterling Payot") pursuant to a Restructuring Agreement (the 
"Restructuring Agreement") among the Company, Visa, Sterling Payot, Visa 
International Service Association and Sterling Payot Company.  In addition, 
on July 31, 1997, the Company issued an aggregate of 24,778 shares of Common 
Stock to  Michael Burmeister-Brown pursuant to a Stock Purchase Agreement 
(the "Stock Purchase Agreement") among the Company, NetControls, Inc. and 
Michael Burmeister-Brown.  Under the terms of the Stock Purchase Agreement, 
the Company acquired all of the shares of NetControls, Inc. in exchange for 
such shares of Yahoo! Common Stock. NetControls has had no significant 
operations to date.

                            PLAN OF DISTRIBUTION

     Shares of Common Stock covered hereby may be offered and sold from time 
to time by the Selling Shareholders.  The Selling Shareholders will act 
independently of the Company in making decisions with respect to the timing, 
manner and size of each sale.  The Selling Shareholders may sell the Shares 
being offered hereby: (i) on The Nasdaq National Market, or otherwise at 
prices and at terms then prevailing or at prices related to the then current 
market price; or (ii) in private sales at negotiated prices directly or 
through a broker or brokers, who may act as agent or as principal or by a 
combination of such methods of sale.  The Selling Shareholders and any 
underwriter, dealer or agent who participate in the distribution of such 
shares may be deemed to be "underwriters" under the Securities Act, and any 
discount, commission or concession received by such persons might be deemed 
to be an underwriting discount or commission under the Securities Act.  The 
Company has agreed to indemnify the Selling Shareholders against certain 
liabilities arising under the Securities Act.

     Any broker-dealer participating in such transactions as agent may 
receive commissions from the Selling Shareholders (and, if acting as agent 
for the purchaser of such shares, from such purchaser).  Usual and customary 
brokerage fees will be paid by the Selling Shareholders.  Broker-dealers may 
agree with the Selling Shareholders to sell a specified number of shares at a 
stipulated price per share, and, to the extent such a broker-dealer is unable 
to do so acting as agent for the Selling Shareholders, to purchase as 
principal any unsold shares at the price required to fulfill the 
broker-dealer commitment to the Selling Shareholders.  Broker-dealers who 
acquire shares as principal may thereafter resell such shares from time to 
time in transactions (which may involve crosses and block transactions and 
which may involve sales to and through other broker-dealers, including 
transactions of the nature described above) in the over-the-counter market, 
in negotiated transactions or by a combination of such methods of sale or 
otherwise at market prices prevailing at the time of sale or at negotiated 
prices, and in connection with such resales may pay to or receive from the 
purchasers of such shares commissions computed as described above.

     The Company has advised the Selling Shareholders that the 
anti-manipulation rules under the Exchange Act may apply to sales of Shares 
in the market and to the activities of the Selling Shareholders and their 
affiliates.  The Selling Shareholders have advised the Company that during 
such time as the Selling Shareholders may be engaged in the attempt to sell 
shares registered hereunder, they will:  (i) not engage in any stabilization 
activity in connection with any of the Company's securities; (ii) not bid for 
or purchase any of the Company's securities or any rights to acquire the 
Company's securities, or attempt to induce any person to purchase any of the 
Company's securities or rights to acquire the Company's securities other than 
as permitted under the Exchange Act; (iii) not effect any sale or 
distribution of the Shares until after the Prospectus shall have been 
appropriately amended or supplemented, if required, to set forth the terms 
thereof; and (iv) effect all sales of Shares in broker's transactions through 
broker-dealers acting as agents, in transactions directly with market makers 
or in privately negotiated transaction where no broker or other third party 
(other than the purchaser) is involved.

     The Selling Shareholders may indemnify any broker-dealer that 
participates in transactions involving the sale of the shares against certain 
liabilities, including liabilities arising under the Securities Act.  Any 
commissions paid or any discounts or concessions allowed to any such 
broker-dealers, and any profits received on the resale of such shares, may be 
deemed to be underwriting discounts and commissions under the Securities Act 
if any such broker-dealers purchase shares as principal.


                                      19

<PAGE>

     In order to comply with the securities laws of certain states, if 
applicable, the Common Stock will be sold in such jurisdictions only through 
registered or licensed brokers or dealers.  In addition, in certain states, 
the Common Stock may not be sold unless such shares have been registered or 
qualified for sale in the applicable state or an exemption from the 
registration or qualification requirement is available and is complied with.

     The Company has agreed to maintain the effectiveness of this 
Registration Statement with respect to the shares of Common Stock offered 
hereunder by (i) Visa Marketplace, Inc. and Visa International Service 
Association, until the earlier of the sale of such shares or July 29, 1998 
and (ii) Michael Burmeister-Brown, until the earlier of the sale of all such 
shares or thirty (30) days following the effectiveness of this Registration 
Statement.  No sales may be made pursuant to this Prospectus after such date 
unless the Company amends or supplements this Prospectus to indicate that it 
has agreed to extend such period of effectiveness.  With respect to the 
Shares offered by Visa Marketplace, Inc. and Visa International Service 
Association, the Company has agreed to use best efforts to ensure that such 
Selling Shareholders have at least five (5) trading days available to sell 
such shares prior to September 30, 1997 and has agreed to ensure that such 
Selling Shareholders shall have at least twenty (20) trading days available 
to sell such Shares during each calendar quarter from the effective date of 
this Registration Statement until July 29, 1998 (prorated for partial 
quarters). There can be no assurance that the Selling Shareholders will sell 
all or any of the shares of Common Stock offered hereunder.

                               LEGAL MATTERS

     The validity of the shares of Common Stock offered hereby will be passed 
upon by Venture Law Group, A Professional Corporation, Menlo Park, 
California, counsel to the Company.  As of July 31, 1997, certain attorneys 
of Venture Law Group owned in the aggregate 3,750 shares of Common Stock of 
Yahoo!.

                                  EXPERTS

     The consolidated financial statements incorporated in this Prospectus by 
reference to the Annual Report on Form 10-K for the year ended December 31, 
1996 have been so incorporated in reliance on the report of Price Waterhouse 
LLP, independent accountants, given on the authority of said firm as experts 
in auditing and accountancy.

                                      20

<PAGE>


                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The Registrant will bear no expenses in connection with any sale or 
other distribution by the Selling Shareholders of the shares being registered 
other than the expenses of preparation and distribution of this Registration 
Statement and the Prospectus included in this Registration Statement and 
certain selling commissions of the Selling Shareholders.  Such expenses are 
set forth in the following table.  All of the amounts shown are estimates 
except the Securities and Exchange Commission ("SEC") registration fee.

                     SEC registration fee           $ 4,441
                     Legal fees and expenses         20,000
                     Accounting fees and expenses    10,000
                     Miscellaneous expenses           5,559
                                                    -------
                     Total                          $40,000
                                                    -------
                                                    -------

Item 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 317 of the California Corporations Code allows for the 
indemnification of officers, directors, and other corporate agents in terms 
sufficiently broad to indemnify such persons under certain circumstances for 
liabilities (including reimbursement for expenses incurred) arising under the 
Securities Act of 1933, as amended (the "Securities Act").  Article VII of 
the Registrant's Articles of Incorporation and Article VI of the Registrant's 
Bylaws provides for indemnification of the Registrant's directors, officers, 
employees and other agents to the extent and under the circumstances 
permitted by the California Corporations Code.  The Registrant has also 
entered into agreements with its directors and officers that will require the 
Registrant, among other things, to indemnify them against certain liabilities 
that may arise by reason of their status or service as directors to the 
fullest extent not prohibited by law.

     In connection with this offering, the Selling Shareholders have agreed 
to indemnify the Registrant, its directors and officers and each such person 
who controls the Registrant, against any and all liability arising from 
inaccurate information provided to the Registrant by the Selling Shareholders 
and contained herein up to a maximum of the proceeds received by the Selling 
Shareholders from the sale of their Shares hereunder.

Item 16.  EXHIBITS.

     EXHIBITS.
     ---------
      4.1  Restructuring Agreement dated as of July 29, 1997 among the
           Company, Visa International Service Association, Visa Marketplace,
           Inc, Sterling Payot Company. and Sterling Payot Capital, L.P. (1)

      4.2  Registration Rights Agreement dated as of July 31, 1997 between 
           the Company and Michael Burmeister-Brown
 
      5.1  Opinion of Venture Law Group, A Professional Corporation

     23.1  Consent of Price Waterhouse LLP, Independent Accountants (see
           page II-4)


                                      II-1

<PAGE>

     23.2  Consent of Venture Law Group, A Professional Corporation (included 
           in Exhibit 5.1)

     24.1  Power of Attorney (see page II-3)

- ------------------
(1)  Incorporated by reference to Exhibit 4.1 to the Company's Current Report 
     on Form 8-K, filed with the Commission on August 4, 1997.

Item 17.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being 
              made, a post-effective amendment to this Registration Statement 
              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.
                    
         (2)  That, for the purpose of determining any liability under the
              Securities Act, each post-effective amendment shall be deemed 
              to be a new registration statement relating to the securities 
              offered therein, and the offering of such securities at that 
              time shall be deemed to be the initial bona fide offering 
              thereof.
                    
         (3)  To remove from registration by means of a post-effective 
              amendment any of the securities being registered which remain 
              unsold at the termination of this offering.
                    
         (4)  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 
              that is incorporated by reference in the Registration Statement 
              shall be deemed to be a new registration statement relating to 
              the securities offered therein, and the offering of such 
              securities at that time shall be deemed to be the initial bona 
              fide offering thereof.
                    
     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 SEC 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.


                                      II-2

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Yahoo! Inc. 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-3 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Santa Clara, State of California, on August 1, 
1997.

                              YAHOO! INC.

                              By:  /s/ TIMOTHY KOOGLE
                                 ---------------------------------------
                                   Timothy Koogle
                                   President and Chief Executive Officer

                            POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below hereby constitutes and appoints Timothy Koogle and Gary 
Valenzuela, jointly and severally, his or her true and lawful 
attorneys-in-fact, each with full power of substitution, for him or her 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 all documents in connection therewith, 
with the Securities and Exchange Commission, hereby ratifying and confirming 
all that each of said attorneys-in-fact or any of them, or his or their 
substitute or substitutes, may lawfully do or cause to be done or by virtue 
hereof.

     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/ TIMOTHY KOOGLE
- -------------------------      President, Chief Executive        August 1, 1997
     Timothy Koogle            Officer and Director
                               (Principal Executive Officer)

/s/ GARY VALENZUELA
- -------------------------      Senior Vice President, Finance    August 1, 1997
    Gary Valenzuela            and Administration, and Chief
                               Financial Officer
                               (Principal Financial Officer)

/s/ JAMES J. NELSON
- -------------------------      Vice President, Finance           August 1, 1997
    James J. Nelson            (Chief Accounting Officer)

/s/ ERIC HIPPEAU
- -------------------------      Director                          August 1, 1997
    Eric Hippeau                        

/s/ ARTHUR H. KERN
- -------------------------      Director                          August 1, 1997
    Arthur H. Kern                       

/s/ MICHAEL MORITZ
- -------------------------      Director                          August 1, 1997
    Michael Moritz

/s/ JERRY YANG
- -------------------------      Director                          August 1, 1997
    Jerry Yang


                                       II-3

<PAGE>

                                                                 EXHIBIT 23.1
                                           
                          CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in the Prospectus 
constituting part of this Registration Statement on Form S-3 of our report 
dated January 14, 1997, which appears on page 37 of the 1996 Annual Report to 
Shareholders of Yahoo! Inc., which is incorporated by reference in its 
Annual Report on Form 10-K for the year ended December 31, 1996. We also 
consent to the incorporation by reference of our report on the Financial 
Statement Schedule, which appears on page 37 of such Annual Report on Form 
10-K. We also consent to the reference to us under the heading "Experts" in 
such Prospectus.

PRICE WATERHOUSE LLP

/s/ Price Waterhouse LLP

San Jose, California
August 4, 1997


                                      II-4

<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT NUMBER     DESCRIPTION
- --------------     ----------- 
     4.1           Restructuring Agreement dated as of July 29, 1997 among the
                   Company, Visa International Service Association, Visa 
                   Marketplace, Inc, Sterling Payot Company. and Sterling 
                   Payot Capital, Inc.(1)

     4.2           Registration Rights Agreement dated as of July 31, 1997 
                   between the Company and Michael Burmeister-Brown

     5.1           Opinion of Venture Law Group, A Professional Corporation

    23.1           Consent of Price Waterhouse LLP, Independent Accountants 
                   (see page II-4)

    23.2           Consent of Counsel (included in Exhibit 5.1)

    24.1           Power of Attorney (see page II-3)

- ---------------
(1)  Incorporated by reference to Exhibit 4.1 to the Company's Current Report 
     on Form 8-K, filed with the Commission on August 4, 1997.








<PAGE>
                         REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into as 
of July 31, 1997 (the "EFFECTIVE DATE"), by and among Yahoo! Inc., a 
California corporation (the "COMPANY"), and Michael Burmeister-Brown (the 
"SHAREHOLDER").

                                   RECITALS

     1.   The Company and the Shareholder have entered into a Stock Purchase
Agreement of even date herewith pursuant to which the Company has issued to the
Shareholder shares of the Company's Common Stock (the "YAHOO! SHARES") in
consideration of the shares of NetControls, Inc. (the "NETCONTROLS SHARES")
held by the Shareholder.

     2.   As a condition to the closing of the sale of the NetControls Shares
to the Company, the Company has agreed to grant certain registration rights to
the Shareholder with respect to the Yahoo! Shares.

     3.   The Company wishes to execute this Agreement and grant to the
Shareholder the rights contained herein in order to fulfill such condition.

     The parties hereto agree as follows:


     Section 1.  REGISTRATION RIGHTS.

     1.1  DEFINITIONS.  As used in this Agreement:

          (a)  The terms "REGISTER," "REGISTERED," and "REGISTRATION" refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act of 1933, as amended
 (the "SECURITIES ACT"),
and the subsequent declaration or ordering of the effectiveness of such
registration statement.

          (b)  The term "REGISTRABLE SECURITIES" means:

               (i)  the Yahoo! Shares issued to the Shareholder pursuant to the
Stock Purchase Agreement, less the Escrow Shares (as defined in the Stock
Purchase Agreement); and

               (ii) any other shares of Common Stock of the Company issued as
(or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, the 21,062 Yahoo! Shares designated in
Section 1.1(b)(i) above, 


                                       1


<PAGE>

excluding in all cases, however, any Registrable Securities sold by a person 
in a transaction in which his or her rights under this Agreement are not 
assigned; PROVIDED, HOWEVER, that Common Stock or other securities shall only 
be treated as Registrable Securities if and so long as they have not been (A) 
sold to or through a broker or dealer or underwriter in a public distribution 
or a public securities transaction, or (B) sold in a transaction exempt from 
the registration and prospectus delivery requirements of the Securities Act 
under Section 4(1) thereof so that all transfer restrictions, and restrictive 
legends with respect thereto, if any, are removed upon the consummation of 
such sale.

          (c)  The term "HOLDER" means any holder of outstanding Registrable
Securities who, subject to the limitations set forth in Section 1.10 below,
acquired such Registrable Securities in a transaction or series of transactions
not involving any registered public offering.

          (d)  The term "FORM S-3" means such form under the Securities Act as
in effect on the date hereof or any registration form under the Securities Act
subsequently adopted by the Securities and Exchange Commission ("SEC") which
permits inclusion or incorporation of substantial information by reference to
other documents filed by the Company with the SEC.

     1.2  FORM S-3 REGISTRATION.  In the event the Company shall receive from
any Holder or Holder(s) owning in the aggregate at least fifty percent (50%) of
the then-outstanding Registrable Securities a written request or requests that
the Company effect a registration on Form S-3 and any related qualification or
compliance with respect to all or a part of the Registrable Securities owned by
such Holder or Holder(s), the Company will:

          (a)  promptly give written notice of the proposed registration, and
any related qualification or compliance, to all other Holder(s); and

          (b)  as soon as practicable, effect such registration and all such
qualifications and compliances as may be reasonably so requested and as would
permit and facilitate the sale and distribution of all or such portion of such
Holder's or Holders' Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder(s) joining in such request as are specified in a written request given
within twenty (20) days after receipt of such written notice from the Company;
PROVIDED, HOWEVER, that the Company shall not be obligated to cause any such
registration, qualification or compliance, pursuant to this Section 1.2 to
become effective:

               (i) prior to the date six (6) months following the Effective
Date or later than the date eight (8) months following the Effective Date;

               (ii) if Form S-3 is not available for such offering by the
Holder(s);


                                       2


<PAGE>

               (iii) if the Holder(s), together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose
to sell Registrable Securities at an aggregate price to the public (net of any
underwriters' discounts or commissions) of less than $500,000, or such lower
dollar amount as equals the aggregate price to the public (net of any
underwriters' discounts or commissions) of 14,000 shares of Registrable
Securities;

               (iv) if the Company shall furnish to the Holder(s) a certificate
signed by the president of the Company stating that in the good faith judgment
of the Board of Directors of the Company, it would be seriously detrimental to
the Company and its Shareholder for such Form S-3 Registration to be effected
at such time, in which event the Company shall have the right to defer the
filing of the Form S-3 registration statement for a period of not more than
ninety (90) days after receipt of the request of the Holder or Holder(s) under
this Section 1.2 and the period during which the Holder(s) may exercise their
rights hereunder shall be extended for an equivalent period;

               (v) if the Company has already effected one (1) registration on
Form S-3 for the Holder(s) pursuant to this Section 1.2 or the Holder(s) have
been offered the opportunity to participate in a registration pursuant to
Sections 1.3 or 1.4 below with respect to all of the Holder's or Holders'
Registrable Securities (whether or not the Holder(s) elected to participate in
such registration) or such other registration is pending; or

               (vi) in any particular jurisdiction in which the Company would
be required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or compliance.

          (c)  Subject to the foregoing, the Company shall file a registration
statement on Form S-3 covering the Registrable Securities so requested to be
registered as soon as practicable after receipt of the request or requests of
the Holder(s).  All expenses incurred in connection with a registration
requested pursuant to Section 1.2, including (without limitation) all
registration, filing, qualification, printer and accounting fees shall be borne
by the Company.  The Company shall not be required to pay any underwriters' or
brokers' fees, discounts or commissions relating to the Registrable Securities,
or the fees or expenses of separate counsel to the selling Holder(s).

          (d)  If, at any time during the twenty-five (25) day period after the
registration statement has been declared effective, a Holder intends to sell
Registrable Securities pursuant to this Section 1.2, such Holder shall submit
written notice to the Company (a "NOTICE OF SALE") by facsimile transmission of
such intention which shall include the name of the Holder, the number of shares
of Registrable Securities that such Holder intends to sell and the Holder's
telephone and facsimile numbers.  (If the Notice of Sale is actually received
in a day other than a business day, it will be deemed received on the next
business day; the date on which the Notice of Sale is received is referred to
as the "NOTICE DATE;" the time on which the Notice of Sale is received is
referred to as the 


                                       3


<PAGE>

"NOTICE TIME".)  Upon receiving a Notice of Sale from a Holder, the Company 
will notify the Holder as soon as reasonably practicable (but in no event 
later than the same time as the Notice Time on the next business day 
following the Notice Date) whether (i) the Company believes that the 
prospectus contained in the Registration Statement, as then amended or 
supplemented, is available for immediate use, whereupon the Company shall so 
notify the Holder(s) and the Holder(s) will have a period of five (5) days 
following such notification in which to sell its Registrable Securities or 
(ii) the Company believes that it is necessary or appropriate to file a 
supplement or file a post-effective amendment to the registration statement 
or the prospectus or any document incorporated therein by reference or file 
any other report or document so that, as thereafter delivered to the 
purchasers of the Registrable Securities, the prospectus will not contain an 
untrue statement of a material fact or omit to state any material fact 
necessary to make the statements therein not misleading (a "PROSPECTUS 
UPDATE").  If the Company notifies the Holder(s) that it believes it may be 
necessary or appropriate to effectuate a Prospectus Update and the Company is 
not exercising any right it may have under Section 1.2(e) to postpone the 
Prospectus Update, the Company will thereupon use all reasonable efforts to 
effectuate such Prospectus Update as soon as reasonably possible, and not 
later than three (3) business days after the Notice of Sale is received by 
the Company, except that the Company will have up to an additional two (2) 
business days to effectuate such Prospectus Update if, because of the 
particular circumstances involved, the Company could not effectuate the 
Prospectus Update earlier, despite all reasonable diligence.  As soon as the 
Prospectus Update has been effectuated, the Company will notify each Holder 
who has submitted a Notice of Sale that the prospectus is available for use, 
whereupon each such Holder will have a period of five (5) days in which to 
sell its Registrable Securities.

          (e)  The Company will be entitled to postpone, for the minimum period
provided below, the filing of any Prospectus Update otherwise required to be
prepared and filed by it pursuant hereto if, at the time it receives a Notice
of Sale, the Company determines in its reasonable judgment, after consultation
with counsel, that (i) the Company would be required to prepare and file any
financial statements (other than those it customarily prepares or before it
customarily files such financial statements), (ii) the Company would be
required to file an amendment to the registration statement to describe facts
or events which individually or in the aggregate represent a fundamental change
in the information contained in the registration statement within the meaning
of Item 512 of Regulation S-K promulgated under the Securities Act, or (iii)
the filing would require the premature announcement of any financing,
acquisition, corporate reorganization, contract or other material corporate
transaction or development involving the Company such as the Company reasonably
determines would be materially detrimental to the interests of the Company and
its shareholders.  The postponement will be for the minimum period reasonably
required for the Company to prepare and file the necessary documents, in the
case of a postponement pursuant to (i) or (ii) above, or the minimum period
reasonably required to avoid such premature disclosure, in the case of (iii)
above, and which period will not be in excess of thirty (30) days unless,
because of the unusual nature of the particular circumstances, it is necessary
that the period extend 


                                       4


<PAGE>

beyond thirty (30) days.  The Company will promptly give each Holder who has 
submitted a Notice of Sale notice of any postponement exercised pursuant to 
this Section 1.2(e).  As soon as the Prospectus Update has been effectuated 
following a postponement effected pursuant to this Section 1.2(e), the 
Company will notify each Holder who has submitted a Notice of Sale that the 
prospectus is available for use, whereupon each such Holder will have a 
period of five (5) days in which to sell its Registrable Securities.

          (f)  The Holder(s) may not sell shares of Registrable Securities
under this Section 1.2 without first (i) complying with the Notice of Sale
requirements of Section 1.2(d) and (ii) allowing the Company to prepare
Prospectus Updates (including any permitted postponements thereof) as set forth
in Sections 1.2(d) and (e).  A Holder will submit a Notice of Sale only if in
good faith it actually intends to sell the Registrable Securities within such
five (5) day period and with the understanding that a Notice of Sale is to be
made only on the occasion that the sale of Registrable Securities is actually
contemplated and not on a continual basis.  A Holder will notify the Company by
facsimile transmission promptly after it has completed or otherwise ceased
sales following submission of a Notice of Sale.  The Holder(s) will provide to
the Company all information in the Holder(s)' possession or control, and will
take all actions, as may be required in order to permit the Company to comply
with all applicable requirements of the Securities Act and any applicable state
securities laws.

     (g)  Under no circumstances shall the Company be required to keep a
registration statement effective and available pursuant to this Section 1.2 for
greater than thirty (30) days (after taking into account any periods of delay
permitted under Sections 1.2(d) and (e) above).

     1.3  PIGGYBACK REGISTRATIONS.

          (a)  During the period beginning six (6) months following the
Effective Date and ending twelve (12) months following the Effective Date (the
"PIGGYBACK PERIOD"), and provided that the Holder(s) have not exercised an S-3
registration under Section 1.2 above or been offered and had the opportunity to
participate in a registration with respect to all of its Registrable Securities
pursuant to Section 1.4 below, the Company will notify the Holder(s) in writing
at least thirty (30) days prior to filing its first registration statement
under the Securities Act during the Piggyback Period for purposes of effecting
a public offering of Yahoo! Common Stock (excluding any registration statement
on Form S-8 or any successor form) and will afford the Holder(s) an opportunity
to include in such registration statement all or any part of the Registrable
Securities not previously sold by the Holder(s).  If a Holder desires to
include in any such registration statement all or any part of such Registrable
Securities, such Holder will, within twenty (20) days after receipt of the
foregoing notice from the Company, so notify the Company in writing.  The
Holder's notice will inform the Company of the number of shares the Holder
wishes to include in such registration statement.


                                       5


<PAGE>

          (b)  If a registration statement for which the Company gives notice
under this Section 1.3 is for an underwritten offering, the Company will so
advise the Holder(s).  In such event, a Holder's right to include Registrable
Securities in a registration pursuant to this Section 1.3 will be conditioned
upon such Holder's participation in such underwriting and the inclusion of the
Registrable Securities in the underwriting to the extent provided herein.  In
order to participate in the underwriting, a Holder must enter into an
underwriting agreement in customary form with the managing underwriter or
underwriter(s) selected for such underwriting.  Notwithstanding any other
provision of this Agreement, if the managing underwriter(s) determine in good
faith that marketing factors require a limitation of the number of shares to be
underwritten, then the managing underwriter(s) may exclude shares (including
any or all of the Registrable Securities) from the registration and the
underwriting, and the number of shares that may be included in the registration
and the underwriting will be allocated first, to the shares to be sold by the
Company and any shares proposed to be sold thereunder by Shareholder on a pro
rata basis based upon the number of shares proposed to be sold by the Company
and Shareholder, respectively, and, second, to any shares proposed to be sold
thereunder by any holders of registration rights granted by the Company (other
than the Shareholder) on a pro rata basis based upon the number of shares of
each such holder entitled to such registration.  If a Holder disapproves of the
terms of any such underwriting, it may elect to withdraw therefrom by written
notice to the Company and the managing underwriter(s), delivered at least ten
(10) business days prior to the effective date of the registration statement.
Any shares excluded or withdrawn from such underwriting will be excluded and
withdrawn from the registration.

          (c)  All expenses incurred in connection with a registration effected
pursuant to Section 1.3, including (without limitation) all registration,
filing, qualification, printer and accounting fees shall be borne by the
Company.  The Company shall not be required to pay any underwriters' or
brokers' fees, discounts or commissions relating to the Registrable Securities,
or the fees or expenses of separate counsel to the selling Holder(s), unless
the Company's counsel is unable or unwilling to represent the selling
Holder(s).

     1.4  THIRD PARTY S-3 REGISTRATION.

          (a)  At any time following the Effective Date, the Company may, in
lieu of its obligation to effect a registration for the Holder(s) pursuant to
Section 1.2 or 1.3 above, permit the Holder(s) to include all of its
Registrable Securities in an S-3 registration filed by the Company pursuant to
the request of a third party holder of Company securities by submitting written
notice thereof to the Holder(s), whereupon the Holder(s) shall be obligated to
include all of its Registrable Securities in such S-3 registration or forfeit
its rights under Sections 1.2 and 1.3 of this Agreement.

          (b)  Subject to the foregoing, the Company shall include in such S-3
registration the Registrable Securities requested to be registered therein by
the Holder(s).  All expenses incurred in connection with a registration
requested pursuant to Section 1.4, 


                                       6


<PAGE>

including (without limitation) all registration, filing, qualification, 
printer and accounting fees shall be borne by the Company.  The Company shall 
not be required to pay any underwriters' or brokers' fees, discounts or 
commissions relating to the Registrable Securities, or the fees or expenses 
of separate counsel to the selling Holder(s), unless the Company's counsel is 
unable or unwilling to represent the selling Holder(s).

          (c)  If, at any time during the twenty-five (25) day period after the
registration statement has been declared effective (or such longer period of
time as is contemplated under Section 1.4(f) below), a Holder intends to sell
Registrable Securities pursuant to this Section 1.4, such Holder shall submit a
Notice of Sale by facsimile transmission which shall include the name of the
Holder, the number of shares of Registrable Securities that such Holder intends
to sell and the Holder's telephone and facsimile numbers.  Upon receiving a
Notice of Sale from a Holder, the Company will notify the Holder as soon as
reasonably practicable (but in no event later than the same time as the Notice
Time on the next business day following the Notice Date) whether (i) the
Company believes that the prospectus contained in the Registration Statement,
as then amended or supplemented, is available for immediate use, whereupon the
Company shall so notify the Holder(s) and the Holder(s) will have a period of
five (5) days in which to sell its Registrable Securities or (ii) the Company
believes that it is necessary or appropriate to file a Prospectus Update.  If
the Company notifies the Holder(s) that it believes it may be necessary or
appropriate to effectuate a Prospectus Update and the Company is not exercising
any right it may have under Section 1.4(d) to postpone the Prospectus Update,
the Company will thereupon use all reasonable efforts to effectuate such
Prospectus Update as soon as reasonably possible, and not later than three (3)
business days after the Notice of Sale is received by the Company, except that
the Company will have up to an additional two (2) business days to effectuate
such Prospectus Update if, because of the particular circumstances involved,
the Company could not effectuate the Prospectus Update earlier, despite all
reasonable diligence.  As soon as the Prospectus Update has been effectuated,
the Company will notify each Holder who has submitted a Notice of Sale that the
prospectus is available for use, whereupon each such Holder will have a period
of five (5) days in which to sell its Registrable Securities.

          (d)  The Company will be entitled to postpone, for the minimum period
provided below, the filing of any Prospectus Update otherwise required to be
prepared and filed by it pursuant hereto if, at the time it receives a Notice
of Sale, the Company determines in its reasonable judgment, after consultation
with counsel, that (i) the Company would be required to prepare and file any
financial statements (other than those it customarily prepares or before it
customarily files such financial statements), (ii) the Company would be
required to file an amendment to the registration statement to describe facts
or events which individually or in the aggregate represent a fundamental change
in the information contained in the registration statement within the meaning
of Item 512 of Regulation S-K promulgated under the Securities Act, or (iii)
the filing would require the premature announcement of any financing,
acquisition, corporate reorganization, contract or other material corporate
transaction or development involving 


                                       7


<PAGE>

the Company such as the Company reasonably determines would be materially 
detrimental to the interests of the Company and its shareholders.  The 
postponement will be for the minimum period reasonably required for the 
Company to prepare and file the necessary documents, in the case of a 
postponement pursuant to (i) or (ii) above, or the minimum period reasonably 
required to avoid such premature disclosure, in the case of (iii) above, and 
which period will not be in excess of thirty (30) days unless, because of the 
unusual nature of the particular circumstances, it is necessary that the 
period extend beyond thirty (30) days.  The Company will promptly give each 
Holder who has submitted a Notice of Sale notice of any postponement 
exercised pursuant to this Section 1.4(d).  As soon as the Prospectus Update 
has been effectuated following a postponement effected pursuant to this 
Section 1.4(d), the Company will notify each Holder who has submitted a 
Notice of Sale that the prospectus is available for use, whereupon each such 
Holder will have a period of five (5) days in which to sell its Registrable 
Securities.

          (e)  The Holder(s) may not sell shares of Registrable Securities
under this Section 1.4 without first (i) complying with the Notice of Sale
requirements of Section 1.4(c) and (ii) allowing the Company to prepare
Prospectus Updates (including any permitted postponements thereof) as set forth
in Sections 1.4(c) and (d).  A Holder will submit a Notice of Sale only if in
good faith it actually intends to sell the Registrable Securities covered
thereby within such five (5) day period and with the understanding that a
Notice of Sale is to be made only on the occasion that the sale of Registrable
Securities is actually contemplated and not on a continual basis.  A Holder
will notify the Company by facsimile transmission promptly after it has
completed or otherwise ceased sales following submission of a Notice of Sale.
The Holder(s) will provide to the Company all information in the Holder(s)'
possession or control, and will take all actions, as may be required in order
to permit the Company to comply with all applicable requirements of the
Securities Act and any applicable state securities laws.

          (f)  Under no circumstances shall the Company be required to keep a
registration statement effective and available pursuant to this Section 1.4 for
greater than thirty (30) days (after taking into account any periods of delay
permitted under Sections 1.4(c) and (d) above); PROVIDED, HOWEVER, that, in the
event that the Company keeps the registration statement effective in excess of
thirty (30) days (after taking into account any periods of delay permitted
under Sections 1.4(c) and (d) above) for the benefit of the third party that
requested the S-3 registration, the Holder(s) shall be entitled to submit a
Notice of Sale pursuant to Section 1.4(c) until the Company provides
notification to the Holder(s) that the Company intends to withdraw the
registration statement in five (5) days following the date of such
notification, whereupon the Holder(s) shall have a period of five (5) days
following the date of such notice in which to sell its Registrable Securities
(subject to postponement in accordance with Sections 1.4(c) and (d) above).

     1.5  OBLIGATIONS OF THE COMPANY.  When required under Section 1.2, 1.3 or
1.4 to effect the registration of any Registrable Securities, the Company
shall, as soon as reasonably practicable:


                                       8


<PAGE>

          (a)  Prepare and file with the SEC a registration statement on Form S-
3 with respect to such Registrable Securities and use its reasonable efforts to
cause such registration statement to become effective, and keep such
registration statement effective (i) in the case of a registration under
Section 1.2 or 1.4, for a period of thirty (30) days or such shorter period
during which the Holder(s) complete the distribution described in the
registration statement relating thereto, whichever first occurs, or (ii) in the
case of a registration under Section 1.3, for the period in which shares are
sold by the Company thereunder.

          (b)  Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of Registrable Securities
pursuant to the terms and subject to the conditions of this Agreement.

          (c)  Furnish to the Holder(s) such numbers of copies of a prospectus,
in conformity with the requirements of the Securities Act, and such other
documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them.

          (d)  Notify each Holder of Registrable Securities covered by a
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing, whereupon each Holder shall cease utilizing such prospectus and
the Company agrees, as soon thereafter as reasonably practicable (subject to
Sections 1.2(e) and 1.4(d) above), to effectuate a Prospectus Update so as to
meet the requirements of the Securities Act, and to notify the Holder(s) of
such action.

          (e)  Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.

          (f)  Use its best efforts to furnish, at the request of any Holder
requesting registration of Registrable Securities pursuant to this Agreement,
on the date that such Registrable Securities are delivered to the underwriters
for sale in connection with a registration pursuant to this Agreement, if such
securities are being sold through underwriters, or, if such securities are not
being sold through underwriters, on the date that the registration statement
with respect to such securities becomes effective, (i) an opinion, dated such
date, of the counsel representing the Company for the purposes of 


                                       9


<PAGE>

such registration, in form and substance as is customarily given to 
underwriters in an underwritten public offering, addressed to the 
underwriters, if any, and to the Holders requesting registration of 
Registrable Securities and (ii) a letter dated such date, from the 
independent certified public accounts of the Company, in form and substance 
as is customarily given by independent certified public accounts in an 
underwritten public offering, addressed to the underwriters, if any, and to 
the Holders requesting registration of Registrable Securities.

     1.6  FURNISH INFORMATION.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such
securities as shall be required to effect the registration of such Holder's
Registrable Securities.

     1.7  INDEMNIFICATION.  In the event any Registrable Securities are
included in a registration statement under this Section 1:

          (a)  To the extent permitted by law, the Company will indemnify and
hold harmless each Holder against any losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the Securities Act, the Securities Exchange Act of 1934, as amended (the
"1934 Act"), or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a "VIOLATION"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the
statements therein not misleading, or (iii) any violation or alleged violation
by the Company of the Securities Act, the 1934 Act, any state securities law or
any rule or regulation promulgated under the Securities Act, the 1934 Act or
any state securities law; and the Company will pay, as incurred, any legal or
other expenses reasonably incurred by any person intended to be indemnified
pursuant to this subsection 1.7(a), in connection with investigating or
defending any such loss, claim, damage, liability, or action; PROVIDED,
HOWEVER, that the indemnity agreement contained in this subsection 1.6(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company, which consent shall not be unreasonably withheld nor shall the Company
be liable in any such case for any such loss, claim, damage, liability, or
action to the extent that it arises out of or is based upon a Violation which
occurs (i) in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by a Holder or
(ii) as a result of any use or delivery by a Holder of a prospectus other than
the most current prospectus made available to such Holder by the Company.


                                       10


<PAGE>

          (b)  To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act or the 1934 Act,
any other Holder selling securities in such registration statement, against any
losses, claims, damages, or liabilities (joint or several) to which any of the
foregoing persons may become subject, under the Securities Act, the 1934 Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs (i) in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration or (ii) as a result of any use or delivery by such Holder of a
prospectus other than the most current prospectus made available to such Holder
by the Company; and each such Holder will pay, as incurred, any legal or other
expenses reasonably incurred by any person intended to be indemnified pursuant
to this subsection 1.7(b), in connection with investigating or defending any
such loss, claim, damage, liability, or action; PROVIDED, HOWEVER, that the
indemnity agreement contained in this subsection 1.7(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld.  The liability of a selling Holder under
this paragraph (b) and under paragraph (d) below shall be limited to an amount
equal to the net proceeds to such selling Holder from the sale of such Holder's
Registrable Shares hereunder.

          (c)  Promptly after receipt by an indemnified party under this
Section 1.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.7,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel of the
indemnifying party's choosing.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.7, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 1.7.

          (d)  If the indemnification provided in this Section 1.7 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,


                                       11


<PAGE>

damage or expense as well as any other relevant equitable considerations.  The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.

          (e)  The obligations of the Company and Holder(s) under this Section
1.7 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1, and otherwise.

     1.8  REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934.  With a view to making
available to the Holder(s) the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the SEC that may at any time
permit a Holder to sell securities of the Company to the public without
registration, the Company agrees to use its best efforts to:

          (a)  make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times;

          (b)  file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the 1934 Act;
and

          (c)  furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144,
the Securities Act and the 1934 Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed
by the Company, and (iii) such other information as may be reasonably requested
in availing any Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration.

     1.9  CERTAIN ADDITIONAL AGREEMENTS OF THE HOLDER(S).

          (a)  Prior to and so long as the Registration Statement shall remain
effective, each Holder shall:

               (i)  Not engage in any stabilization activity in connection with
Yahoo! Common Stock;

               (ii) Not bid for or purchase any Yahoo! Common Stock or any
rights to acquire Yahoo! Common Stock, or attempt to induce any person to
purchase any Yahoo! Common Stock other than as permitted under the 1934 Act; or


                                       12


<PAGE>

               (iii) Effect all sales of Registrable Securities in broker's
transactions through broker-dealers acting as agents, in transactions directly
with market makers or in privately negotiated transaction where no broker or
other third party (other than the purchaser) is involved.

          (b)  Without limiting any other provision of this Agreement, no
Holder shall engage in any short-sales of Yahoo! Common Stock prior to the
effectiveness of the registration statement pursuant to which the Holder(s) is
offered the opportunity to sell its Registrable Securities hereunder, except to
the extent that any such short-sale is fully covered by freely tradable shares
of Yahoo! Common Stock.

     1.10 ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the Company
to register Registrable Securities pursuant to this Section 1 are not
assignable other than in connection with a transfer of such Registrable
Securities to any spouse, son or daughter of the Shareholder, or to trustees of
a trust the beneficiaries of which include the Shareholder and any spouse, son
or daughter of the Shareholder, provided that all such transferees agree in
writing to appoint a single representative as their attorney in fact for the
purpose of receiving any notices and exercising their rights under this
Section 1 and provided, further, that such assignment shall be effective only
if immediately following such transfer the further disposition of such
Registrable Securities by the transferee is restricted under the Securities
Act.  Any attempted assignment of registration rights in contravention of this
Section 1.10 shall be null and void.  The Shareholder shall, within a
reasonable time after such transfer, furnish the Company with written notice of
the name and address of such transferee and the securities with respect to
which such registration rights are being assigned.

     1.11 TERMINATION OF REGISTRATION RIGHTS.  The rights granted under this
Section 1 shall terminate upon the earlier of (a) two (2) years following the
Effective Date, or (b) with respect to any Holder, at such time as such Holder
may sell all of such Holder's Registrable Securities in any single three (3)
month period pursuant to Rule 144 (or such successor rule as may be adopted).

     Section 2.  MISCELLANEOUS.

     2.1  ASSIGNMENT.  Subject to the provisions of Section 1.10 hereof, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties hereto.

     2.2  THIRD PARTIES.  Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto, and their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
herein.


                                       13


<PAGE>

     2.3  GOVERNING LAW.  This Agreement shall be governed by and construed
under the laws of the State of California, without regard to the conflict of
laws provisions thereof.

     2.4  COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     2.5  NOTICES.

          (a)  All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or upon obtaining
written confirmation of receipt following facsimile transmission, or one (1)
business day after being sent by reputable overnight courier service or five
(5) business days after being mailed by registered or certified mail (return
receipt requested) to the parties at the following address (or at such other
address for a party as shall be specified by like notice):

     To the Company:     Yahoo! Inc.
                         3400 Central Expressway, Suite 201
                         Santa Clara, CA 95051
                         Attention: President
                         Facsimile No.: (408) 731-3301
                         Telephone No.: (408) 731-3300

     To a Holder:        At such Holder's address as set forth on
                         EXHIBIT A attached hereto.


          (b)  Any party may, by written notice to the other, alter its address
or respondent, and such notice shall be considered to have been given ten (10)
days after the airmailing, telexing, telecopying or delivery thereof.

     2.6  SEVERABILITY.  If one or more provisions of this Agreement are held
to be unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary, shall be severed from
this Agreement, and the balance of this Agreement shall be enforceable in
accordance with its terms.

     2.7  AMENDMENT AND WAIVER.  Any provision of this Agreement may be amended
with the written consent of the Company and the Holder(s) of at least a
majority of the outstanding Registrable Securities.  Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each Holder of
Registrable Securities and the Company.  In addition, the Company may waive
performance of any obligation owing to it, as to some or all of the Holder(s)
of Registrable Securities, or agree to accept alternatives to such performance,
without obtaining the consent of any Holder of Registrable Securities. Each
Holder acknowledges that by the operation of 


                                       14


<PAGE>

Section 2.7 hereof, the Holder(s) of a majority of the outstanding 
Registrable Securities, acting in conjunction with the Company, will have the 
right and power to diminish or eliminate all rights pursuant to this 
Agreement.

     2.8  RIGHTS OF HOLDER(S).  Each Holder of Registrable Securities shall
have the absolute right to exercise or refrain from exercising any right or
rights that such Holder may have by reason of this Agreement, including,
without limitation, the right to consent to the waiver or modification of any
obligation under this Agreement, and such Holder shall not incur any liability
to any other holder of any securities of the Company as a result of exercising
or refraining from exercising any such right or rights.

     2.9  DELAYS OR OMISSIONS.  No delay or omission to exercise any right,
power or remedy accruing to any party to this Agreement, upon any breach or
default of the other party, shall impair any such right, power or remedy of
such non-breaching party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be made in writing and shall be effective
only to the extent specifically set forth in such writing.

     2.10. ENTIRE AGREEMENT.  This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.


                                       15


<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first above written.

COMPANY:

YAHOO! INC.


By:  /s/ Timothy Koogle
    -----------------------------------------

Title:  President and CEO
       --------------------------------------



SHAREHOLDER:

/s/ Michael Burmeister-Brown
- ---------------------------------------------
Michael Burmeister-Brown



                                       16




<PAGE>


                                August 4, 1997


Yahoo! Inc.
3400 Central Expressway, Suite 201
Santa Clara, CA 95051

     REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-3 to be filed by 
you with the Securities and Exchange Commission on or about August 4, 1997 
(the "Registration Statement") in connection with the registration under the 
Securities Act of 1933, as amended, of a total of 280,131 shares of your 
Common Stock (the "Shares"), to be sold by certain shareholders listed in the 
Registration Statement (the "Selling Shareholders").  As your legal counsel, 
we have examined the proceedings taken and are familiar with the proceedings 
proposed to be taken by you in connection with the sale of the Shares by the 
Selling Shareholders in the manner set forth in the Registration Statement in 
the section entitled "Plan of Distribution."

     It is our opinion that the Shares, when sold by the Selling Shareholders
in the manner referred to in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement
 and any amendments to it.

                                   Sincerely,

                                   VENTURE LAW GROUP
                                   A Professional Corporation


                                   /s/ VENTURE LAW GROUP