FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/3/01

S

2,840

D

$5.15

Common Stock

12/3/01

S

2,860

D

$5.20

Common Stock

12/3/01

S

2,860

D

$5.21

Common Stock

12/3/01

S

4,290

D

$5.22

Common Stock

12/3/01

S

1,430

D

$5.23

Common Stock

12/3/01

S

1,430

D

$5.25

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 1 of 28

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FORM 4 (Continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

---

1.

Title of Derivative Security (Instr. 3)

2.

Conversion or Exercise Price of Derivative Security

3.

Transaction Date (Month/Day/Year)

4.

Transaction Code (Instr. 8)

5.

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6.

Date Exercisable and Expiration Date (Month/Day/Year)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Director Stock Option (Right to Buy)

7.		Title and Amount of Underlying Securities (Instr. 3 and 4)				8.		Price of Derivative Security (Instr. 5)		9.		Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)		10.		Ownership Form of Derivative Securities Beneficially Owned at End of Month (Instr. 4)		11.		Nature of Indirect Beneficial Ownership (Instr. 4)
		Title		Amount or Number of Shares

Explanation of Responses:

		/s/ Susan L. Decker		January 10, 2002
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).		**Signature of Reporting Person		Date
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
				SEC 1474 (7-97)

Page 2 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/3/01

S

1,430

D

$5.26

Common Stock

12/3/01

S

1,430

D

$5.28

Common Stock

12/3/01

S

1,430

D

$5.30

Common Stock

12/4/01

S

1,430

D

$4.97

Common Stock

12/4/01

S

7,150

D

$5.00

Common Stock

12/4/01

S

1,430

D

$5.01

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 3 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/4/01

S

1,430

D

$5.05

Common Stock

12/4/01

S

2,860

D

$5.10

Common Stock

12/4/01

S

1,430

D

$5.11

Common Stock

12/4/01

S

1,430

D

$5.16

Common Stock

12/4/01

S

1,430

D

$5.17

Common Stock

12/4/01

S

1,410

D

$5.25

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 4 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/5/01

S

1,430

D

$5.11

Common Stock

12/5/01

S

4,270

D

$5.25

Common Stock

12/5/01

S

2,860

D

$5.26

Common Stock

12/5/01

S

2,860

D

$5.30

Common Stock

12/5/01

S

1,430

D

$5.35

Common Stock

12/5/01

S

1,430

D

$5.36

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 5 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/5/01

S

1,430

D

$5.39

Common Stock

12/5/01

S

2,860

D

$5.40

Common Stock

12/5/01

S

1,430

D

$5.41

Common Stock

12/6/01

S

2,840

D

$5.00

Common Stock

12/6/01

S

2,860

D

$5.03

Common Stock

12/6/01

S

2,860

D

$5.05

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 6 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/6/01

S

2,860

D

$5.08

Common Stock

12/6/01

S

1,430

D

$5.09

Common Stock

12/6/01

S

2,860

D

$5.10

Common Stock

12/6/01

S

1,430

D

$5.11

Common Stock

12/6/01

S

1,430

D

$5.13

Common Stock

12/6/01

S

1,430

D

$5.23

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 7 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/7/01

S

2,860

D

$4.75

Common Stock

12/7/01

S

1,430

D

$4.76

Common Stock

12/7/01

S

4,290

D

$4.80

Common Stock

12/7/01

S

2,860

D

$4.81

Common Stock

12/7/01

S

1,430

D

$4.82

Common Stock

12/7/01

S

1,430

D

$4.83

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 8 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/7/01

S

2,860

D

$4.85

Common Stock

12/7/01

S

1,430

D

$4.90

Common Stock

12/7/01

S

1,410

D

$5.00

Common Stock

12/10/01

S

2,500

D

$4.60

Common Stock

12/10/01

S

2,500

D

$4.65

Common Stock

12/10/01

S

2,500

D

$4.69

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 9 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/10/01

S

2,500

D

$4.75

Common Stock

12/10/01

S

2,500

D

$4.80

Common Stock

12/10/01

S

2,500

D

$4.81

Common Stock

12/10/01

S

2,500

D

$4.85

Common Stock

12/10/01

S

2,500

D

$4.95

Common Stock

12/11/01

S

3,000

D

$4.75

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 10 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/11/01

S

1,500

D

$4.76

Common Stock

12/11/01

S

1,500

D

$4.78

Common Stock

12/11/01

S

6,000

D

$4.80

Common Stock

12/11/01

S

8,000

D

$4.85

Common Stock

12/12/01

S

1,500

D

$4.68

Common Stock

12/12/01

S

7,500

D

$4.75

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 11 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/12/01

S

7,000

D

$4.80

Common Stock

12/12/01

S

1,500

D

$4.81

Common Stock

12/12/01

S

1,500

D

$4.82

Common Stock

12/12/01

S

1,000

D

$4.95

Common Stock

12/13/01

S

1,500

D

$4.72

Common Stock

12/13/01

S

2,500

D

$4.75

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 12 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/13/01

S

5,500

D

$4.80

Common Stock

12/13/01

S

3,000

D

$4.82

Common Stock

12/13/01

S

6,000

D

$4.85

Common Stock

12/13/01

S

1,500

D

$4.87

Common Stock

12/14/01

S

1,500

D

$4.76

Common Stock

12/14/01

S

8,000

D

$4.80

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 13 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/14/01

S

3,000

D

$4.83

Common Stock

12/14/01

S

1,500

D

$4.84

Common Stock

12/14/01

S

1,500

D

$4.85

Common Stock

12/14/01

S

4,500

D

$4.90

Common Stock

12/17/01

S

1,500

D

$4.80

Common Stock

12/17/01

S

1,500

D

$4.85

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 14 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/17/01

S

4,700

D

$4.86

Common Stock

12/17/01

S

1,500

D

$4.87

Common Stock

12/17/01

S

1,500

D

$4.88

Common Stock

12/17/01

S

3,000

D

$4.90

Common Stock

12/17/01

S

3,300

D

$4.92

Common Stock

12/17/01

S

1,500

D

$4.95

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 15 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/17/01

S

1,500

D

$4.96

Common Stock

12/18/01

S

1,400

D

$4.37

Common Stock

12/18/01

S

1,400

D

$4.50

Common Stock

12/18/01

S

2,900

D

$4.56

Common Stock

12/18/01

S

1,500

D

$4.60

Common Stock

12/18/01

S

1,400

D

$4.62

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 16 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/18/01

S

1,400

D

$4.72

Common Stock

12/18/01

S

2,800

D

$4.76

Common Stock

12/18/01

S

1,400

D

$4.77

Common Stock

12/18/01

S

1,400

D

$4.78

Common Stock

12/18/01

S

1,400

D

$4.82

Common Stock

12/18/01

S

1,400

D

$4.85

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 17 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/18/01

S

1,600

D

$4.87

Common Stock

12/19/01

S

1,500

D

$4.38

Common Stock

12/19/01

S

1,500

D

$4.45

Common Stock

12/19/01

S

3,000

D

$4.55

Common Stock

12/19/01

S

6,500

D

$4.60

Common Stock

12/19/01

S

1,500

D

$4.63

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 18 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/19/01

S

6,000

D

$4.65

Common Stock

12/20/01

S

1,500

D

$4.45

Common Stock

12/20/01

S

4,500

D

$4.60

Common Stock

12/20/01

S

1,500

D

$4.61

Common Stock

12/20/01

S

1,500

D

$4.62

Common Stock

12/20/01

S

9,500

D

$4.65

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 19 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/20/01

S

1,500

D

$4.75

Common Stock

12/21/01

S

7,000

D

$4.70

Common Stock

12/21/01

S

1,400

D

$4.85

Common Stock

12/21/01

S

1,400

D

$4.88

Common Stock

12/21/01

S

1,400

D

$4.94

Common Stock

12/21/01

S

1,400

D

$4.95

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 20 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/21/01

S

2,800

D

$4.97

Common Stock

12/21/01

S

1,400

D

$5.00

Common Stock

12/21/01

S

1,400

D

$5.01

Common Stock

12/21/01

S

1,800

D

$5.05

Common Stock

12/24/01

S

5,000

D

$5.05

Common Stock

12/24/01

S

2,500

D

$5.10

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 21 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/24/01

S

2,500

D

$5.15

Common Stock

12/24/01

S

5,000

D

$5.25

Common Stock

12/24/01

S

2,500

D

$5.29

Common Stock

12/24/01

S

2,500

D

$5.35

Common Stock

12/26/01

S

1,500

D

$5.65

Common Stock

12/26/01

S

1,500

D

$5.70

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 22 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/26/01

S

1,500

D

$5.73

Common Stock

12/26/01

S

1,500

D

$5.75

Common Stock

12/26/01

S

3,000

D

$5.97

Common Stock

12/26/01

S

1,500

D

$6.00

Common Stock

12/26/01

S

4,500

D

$6.02

Common Stock

12/26/01

S

5,000

D

$6.10

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 23 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/27/01

S

1,500

D

$5.95

Common Stock

12/27/01

S

6,000

D

$6.20

Common Stock

12/27/01

S

1,500

D

$6.22

Common Stock

12/27/01

S

2,000

D

$6.23

Common Stock

12/27/01

S

1,500

D

$6.25

Common Stock

12/27/01

S

1,500

D

$6.28

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 24 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/27/01

S

3,000

D

$6.30

Common Stock

12/27/01

S

1,500

D

$6.39

Common Stock

12/27/01

S

1,500

D

$6.40

Common Stock

12/28/01

S

1,500

D

$6.25

Common Stock

12/28/01

S

3,000

D

$6.30

Common Stock

12/28/01

S

5,500

D

$6.32

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 25 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/28/01

S

1,500

D

$6.33

Common Stock

12/28/01

S

4,500

D

$6.35

Common Stock

12/28/01

S

3,000

D

$6.40

Common Stock

12/28/01

S

1,000

D

$6.50

Common Stock

12/31/01

S

1,500

D

$6.22

Common Stock

12/31/01

S

1,500

D

$6.35

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 26 of 28

---

FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

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1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/31/01

S

1,500

D

$6.36

Common Stock

12/31/01

S

1,500

D

$6.40

Common Stock

12/31/01

S

1,500

D

$6.41

Common Stock

12/31/01

S

6,000

D

$6.45

Common Stock

12/31/01

S

1,500

D

$6.46

Common Stock

12/31/01

S

3,000

D

$6.52

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 27 of 28

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FORM 4 /x/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL OMB Number:  3235-0287 Expires: PENDING Estimated average burden hours per response .... 0.5

---

1.

Name and Address of Reporting Person*

2.

Issuer Name and Ticker or Trading Symbol

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Yahoo! Inc.

Net2Phone, Inc. (NTOP)

Director

X  10% Owner

(Last)

(First)

(Middle)

3.

I.R.S. Identification Number of Reporting Person (voluntary)

4.

Statement for Month/Year

Officer     (give title below)

Other     (specify below)

701 First Avenue

77-0398689

12/2001

(Street)

5.

If Amendment, Date of Original (Month/Year)

7.

Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than

Sunnyvale,

California

94089

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Month

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/31/01

S

2,000

D

$6.70

1,251,603

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
** Intentinal misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

Page 28 of 28

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