UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A
(Rule 13d-102)

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No. 984332-10-6

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David Filo

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
USA

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
84,421,561(1)

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
84,421,561(1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
84,421,561(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.9%(2)

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Yahoo! Inc.

(b)

Address of Issuer’s Principal Executive Offices
701 First Avenue, Sunnyvale, CA  94089

Item 2.

(a)

Name of Person Filing
David Filo

(b)

Address of Principal Business Office or, if none, Residence
Same as Item 1(b)

(c)

Citizenship
See Row 4 of cover page

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
984332-10-6

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: 
not applicable

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box [  ].   Not applicable

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

See Row 9 of cover page

(b)

Percent of class:   

See Row 11 of cover page

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

See Row 5 of cover page

(ii)

Shared power to vote or to direct the vote    

See Row 6 of cover page

(iii)

Sole power to dispose or to direct the disposition of   

See Row 7 of cover page

(iv)

Shared power to dispose or to direct the disposition of   

See Row 8 of cover page

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.

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

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

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

Not applicable

February 13, 2006

Date

/s/ David Filo

Signature

David Filo/Chief Yahoo!

Name/Title