SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                               (Amendment No. __)


Filed by the Registrant                     [ ]

Filed by a Party other than the Registrant  [x]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[X]  Soliciting Material Pursuant to ss. 240.14a-12

                                   Yahoo! Inc.
                (Name of Registrant as Specified In Its Charter)

                                  Carl C. Icahn
                                Lucian A. Bebchuk
                              Frank J. Biondi, Jr.
                                 John H. Chapple
                                   Mark Cuban
                                    Adam Dell
                                Keith A. Meister
                                 Edward H. Meyer
                                 Brian S. Posner
                                Icahn Partners LP
                          Icahn Partners Master Fund LP
                        Icahn Partners Master Fund II LP
                        Icahn Partners Master Fund III LP
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                Icahn Onshore LP
                                Icahn Offshore LP
                               Icahn Capital L.P.
                                   IPH GP LLC
                         Icahn Enterprises Holdings L.P.
                           Icahn Enterprises G.P. Inc.
                                  Beckton Corp.
                               Vincent J. Intrieri
                                 David Schechter
                                    Mayu Sris
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

    1) Title of each class of securities to which transaction applies:

    2) Aggregate number of securities to which transaction applies:

    3) Per unit price or other  underlying  value of  transaction  computed
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
       filing fee is calculated and state how it was determined):

    4) Proposed maximum aggregate value of transaction:

    5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
    0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was
    paid previously.  Identify the previous filing by registration  statement
    number, or the Form or Schedule and the date of its filing.

    1) Amount Previously Paid:

    2) Form, Schedule or Registration Statement No.:

    3) Filing Party:

    4) Date Filed:





On June 27, 2008,  the statement  filed  herewith as Exhibit 1 was posted on Mr.
Icahn's blog, which is located at www.icahnreport.com.


SECURITY  HOLDERS ARE ADVISED TO READ THE DEFINITIVE  PROXY  STATEMENT AND OTHER
DOCUMENTS  RELATED  TO THE  SOLICITATION  OF  PROXIES  BY CARL C.  ICAHN AND HIS
AFFILIATES FROM THE  STOCKHOLDERS  OF YAHOO!  INC. FOR USE AT ITS ANNUAL MEETING
WHEN THEY BECOME  AVAILABLE  BECAUSE  THEY WILL CONTAIN  IMPORTANT  INFORMATION,
INCLUDING  INFORMATION  RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
WHEN COMPLETED,  A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED
TO  STOCKHOLDERS  OF YAHOO!  INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
SECURITIES  AND  EXCHANGE  COMMISSION'S  WEBSITE  AT  WWW.SEC.GOV.   INFORMATION
RELATING TO THE  PARTICIPANTS  IN THE PROXY  SOLICITATION  IS  CONTAINED  IN THE
PRELIMINARY  PROXY  STATEMENT ON SCHEDULE 14A THAT WAS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON JUNE 26, 2008.






                                                                       EXHIBIT 1


Regarding Your Comments on Yahoo

Posted by Carl Icahn June 27, 2008: 10:16 AM

Many of you have been asking me about Yahoo.  Please remember I am in the middle
of a proxy fight. A proxy fight involves a complicated process of SEC approvals,
federal securities laws, filing requirements and a great deal of time and money.

At this time,  due to SEC  regulations,  I do not  intend to post your  comments
regarding  the proxy  fight.  However,  I am planning to give you my views about
Yahoo and its  management  shortly.  If you wish to be  informed I invite you to
subscribe. Stay tuned.



SECURITY  HOLDERS ARE ADVISED TO READ THE DEFINITIVE  PROXY  STATEMENT AND OTHER
DOCUMENTS  RELATED  TO THE  SOLICITATION  OF  PROXIES  BY CARL C.  ICAHN AND HIS
AFFILIATES FROM THE  STOCKHOLDERS  OF YAHOO!  INC. FOR USE AT ITS ANNUAL MEETING
WHEN THEY BECOME  AVAILABLE  BECAUSE  THEY WILL CONTAIN  IMPORTANT  INFORMATION,
INCLUDING  INFORMATION  RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
WHEN COMPLETED,  A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED
TO  STOCKHOLDERS  OF YAHOO!  INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
SECURITIES  AND  EXCHANGE  COMMISSION'S  WEBSITE  AT  WWW.SEC.GOV.   INFORMATION
RELATING TO THE  PARTICIPANTS  IN THE PROXY  SOLICITATION  IS  CONTAINED  IN THE
PRELIMINARY  PROXY  STATEMENT ON SCHEDULE 14A THAT WAS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON JUNE 26, 2008.