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                                   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
                                 Edward H. Meyer
                                 Brian S. Posner
                                 Robert K. Shaye
                                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.
                                Keith A. Meister
                               Vincent J. Intrieri
                                 David Schechter
                                    Mayu Sris
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On June 9, 2008, Carl C. Icahn issued a press release  relating to Yahoo!  Inc.,
which is filed herewith as Exhibit 1.


SECURITY  HOLDERS ARE ADVISED TO READ THE 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  THE  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 HTTP://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 6, 2008.





                                                                       EXHIBIT 1


                                  Carl C. Icahn

             ICAHN SENDS OPEN LETTER TO BOARD OF DIRECTORS OF YAHOO!

Contact: Susan Gordon: (212) 702-4309

NEW YORK, NY, JUNE 9, 2008. Carl Icahn today announced that the following letter
was delivered to the board of directors of Yahoo!


SECURITY  HOLDERS ARE ADVISED TO READ THE 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  THE  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 HTTP://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 6, 2008.





                                  Carl C. Icahn
                                ICAHN CAPITAL LP
                          767 Fifth Avenue, 47th Floor
                               New York, NY 10153

                                  June 9, 2008

Roy Bostock
Chairman
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089

Dear Roy:

After reading  Yahoo!'s press release put out on Friday in response to my letter
of that morning, I cannot help but wonder if you even read my letter.

Again,  Yahoo!  keeps repeating  misstatements  in the hope it will convince its
shareholders  that these  misstatements  are valid. I cannot  understand why the
Yahoo! board feels so strongly about its "poison pill" severance plan and why it
continues  to refuse to rescind  it. How can you  continue  to repeat  that your
severance plan is in the best interests of shareholders  and employees?  Indeed,
Yahoo!'s own  compensation  advisor  called the severance plan "nuts." Is it not
true, as the shareholder  complaint stated,  that Microsoft's CEO earmarked $1.5
billion for employee  retention (a benefit you neglected to tell your  employees
about)? Is it not better to incentivize  employees to stay in their jobs than to
quit?  Instead of just  continuing  to repeat  the  mantra  that we have made an
inaccurate  interpretation  of your severance plan, why do you refuse to go into
detail as to why our interpretation is incorrect? Additionally, a New York paper
reported this weekend that "sources  close to Microsoft  said the severance plan
was a "big issue" when deciding what price they could pay for Yahoo!"

In your  press  release  from  Friday,  you  stated  again  that I do not have a
credible plan for Yahoo! Did you even bother to read my letter,  which went into
great  detail on what  measures  I would ask the new board to take?  Ironically,
while you keep inquiring about my plans, it is interesting to note that Yahoo!'s
board  has been busy  reaping  great  compensation  benefits.  Indeed,  you made
approximately $10,000 per week last year - not bad for a board member. I believe
most of your  shareholders  would be  interested  in seeing  your time  sheets -
especially in light of the fact that, in my  estimation,  most of your so-called
"plans"  over the last few years have been  failures.  Remember  the old adage -
those  who  live  in  glass  houses  should  not  throw  stones.   Perhaps  most
importantly,  under my plan,  I would ask the Board to bring in a  talented  and
experienced  CEO to replace  Jerry  Yang and return  Jerry to his role as "Chief
Yahoo!" It is extremely  important to note that Google hired a great operator as
a CEO who helped to transform  the Company into a giant at the expense of Yahoo!
According to publicly  available  financial  information,  while Google's income
from operations grew 59% per year over the last two years,  Yahoo!'s income from
operations  shrank  21%.  What was the board doing over this  period?  Where was
their great "plan"?  I believe a new CEO with  operating  experience  might well
have had and might still have a very salutary  impact on Yahoo! I ask again what
your great "plan" has been over the last few years. Why did you permit Google to
leave you in the dust?

I outlined a number of  questions  in Friday's  letter.  Why don't you do me the
courtesy of answering my questions as I have answered yours?

                                                                Sincerely yours,


                                                                CARL C. ICAHN