EXHIBIT 3.3
 
                          CERTIFICATE OF AMENDMENT OF
                        THE AMENDED AND RESTATED BYLAWS
                                       OF
                                  YAHOO! INC.
 
    The undersigned, being the duly acting and appointed Secretary of Yahoo!
Inc., a California corporation, hereby certifies that Article III, Section 3.2
of the Amended and Restated Bylaws of this corporation was amended by the Board
of Directors, effective as of January 11, 1999, as follows:
 
      "Secion 3.2 NUMBER OF DIRECTORS.  The number of directors of the
      corporation shall be not less than four (4) nor more than seven (7). The
      exact number of directors shall be six (6) until changed, within the
      limits specified, by a bylaw amending this Section 3.2, duly adopted by
      the board of directors or by the shareholders. The indefinite number of
      directors may be changed, or a definite number may be fixed without
      provision for an indefinite number, by a duly adopted amendment to the
      articles of incorporation or by an amendment to this bylaw duly adopted by
      the vote or written consent of holders of a majority of the outstanding
      shares entitled to vote; provided, however, that an amendment reducing the
      fixed number or the minimum number of directors to a number less than six
      (6) cannot be adopted if the votes cast against its adoption at a meeting,
      or the shares not consenting in the case of an action by written consent,
      are equal to more than sixteen and two-thirds percent (16 2/3%) of the
      outstanding shares entitled to vote thereon. No amendment may change the
      stated maximum number of authorized directors to a number greater than two
      (2) times the stated minimum number of directors minus one (1).
 
      No reduction of the authorized number of directors shall have the effect
      of removing any director before that director's term of office expires."
 

                                             
Dated: January 11, 1999                         /s/ JOHN PLACE
                                                -------------------------------------------
                                                John Place, Secretary