CUSIP No. 64108N 10 6

Page 2 of 5 Pages

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

YAHOO! INC.

77-0398689

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (See Instructions)

(a) o

(b) o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON WITH

5.

SOLE VOTING POWER
2,523,387(1)

6.

SHARED VOTING POWER
—

7.

SOLE DISPOSITIVE POWER
2,523,387(1)

8.

SHARED DISPOSITIVE POWER
—

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,523,387(1)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (See Instructions)

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

Approximately 7.9%(2)

12.

TYPE OF REPORTING PERSON* (See Instructions)

CO

CUSIP No. 64108N 10 6

Page 3 of 5 Pages

Item 1(a).

Name of Issuer:

Net2Phone, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

520 Broad Street, Newark, New Jersey 07102

Item 2(a).

Name of Person Filing:

Yahoo! Inc.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

701 First Avenue, Sunnyvale, California 94089

Item 2(c).

Citizenship:

Yahoo! Inc. is a Delaware corporation

Item 2(d).

Title of Class of Securities:

Common Stock, par value $.01 per share

Item 2(e).

CUSIP Number:

64108N 10 6

Item 3.

If this statement is filed pursuant to Rule 13d–1(b), 13d–2(b) or 13d–2(c), check whether the person filing is a:

(a)

o  Broker or dealer registered under Section 15 of the Exchange Act;

(b)

o  Bank as defined in section 3(a)(6) of the Exchange Act;

(c)

o  Insurance company as defined in section 3(a)(19) of the Exchange Act;

(d)

o  Investment company registered under section 8 of the Investment Company Act of 1940;

(e)

o  An investment adviser in accordance with Rule 13–d(1)(b)(1)(ii)(E);

(f)

o  An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);

(g)

o  A parent holding company or control person, in accordance with Rule 13d-1(b)(ii)(G);

(h)

o  A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

o  Group, in accordance with Rule 13d–1(b)(1)(ii)(J).

CUSIP No. 64108N 10 6

Page 4 of 5 Pages

Item 4.

Ownership.

(a) Amount Beneficially Owned:

2,523,387

(b) Percent of Class:

Approximately 7.9%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote   2,523,387

(ii) Shared power to vote or to direct the vote   —

(iii) Sole power to dispose or to direct the disposition of   2,523,387

(iv) Shared power to dispose or to direct the disposition of   —

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Except as may be disclosed in periodic filings with the Securities and Exchange Commission from time to time, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

 Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 64108N 10 6

Page 5 of 5 Pages

February 14, 2001

(Date)

/s/ Susan L. Decker

(Signature)

Susan L. Decker, Executive Vice President, Finance and
Administration, and Chief Financial Officer

(Name/Title)