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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549


FORM 10-K/A

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|þ |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the fiscal year ended September 30,
    2002                                        

0-24339

(Commission File Number)




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INKTOMI CORPORATION

(Exact name of Registrant as specified in its
charter)




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|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 94-3238130                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

4100 East Third Avenue

Foster City, California 94404


(Address of principal executive
offices)


(650) 653-2800

(Registrants telephone number, including
area code)




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Securities registered pursuant to
Section 12(b) of the Act:

None


Securities registered pursuant to
Section 12(g) of the Act:

Common Stock, $0.001 Par Value


(Title of Class)


Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes þ          No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
the Registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this
Form 10-K.     o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Act).     Yes þ          No o

Based on the closing sale price of the Common
Stock on the NASDAQ National Market System on November 30,
2002, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $249,014,641. Shares of
Common Stock held by each officer and director and by each
person known by the Company to own 5% or more of the outstanding
Common Stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of
Registrants Common Stock, $0.001 par value, was
162,754,667 at November 30, 2002.



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TABLE OF CONTENTS



|             |                                                                                           |  |  |  |  |  |  | 
|------------ | ----------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III    
|             | Item 10. Directors and Executive Officers of Inktomi Corporation                         
|             | Item 11. Executive Compensation                                                          
|             | Item 12. Security Ownership of Certain Beneficial Owners and Related Stockholder Matters.
|             | Item 13. Certain Relationships and Related Transactions.                                 
|SIGNATURES  
|EXHIBIT 99.1
|EXHIBIT 99.2



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INKTOMI CORPORATION

FORM 10-K/A

For the Fiscal Year Ended September 30,
2002


TABLE OF CONTENTS

|               |  |                                                                                     |    |      |    | 
|-------------- |  | ----------------------------------------------------------------------------------- | -- | ---- | -- | 
|               |  |                                                                                     |    | Page
|               |  |                                                                                     |    |     
|PART III      
|Item 10.       |  | Directors and Executive Officers of the Registrant                                  |    |      | 1  | 
|Item 11.       |  | Executive Compensation                                                              |    |      | 5  | 
|Item 12.       |  | Security Ownership of Certain Beneficial Owners
    and Related Stockholder Matters |    |      | 11 | 
|Item 13.       |  | Certain Relationships and Related Transactions                                      |    |      | 13 | 
|SIGNATURES     |  |                                                                                     | 14 |     
|CERTIFICATIONS |  |                                                                                     | 15 |     

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EXPLANATORY NOTE

This Annual Report on Form 10-K/ A is being
filed for the purpose of providing the disclosure required by
Part III of Form 10-K relating to (i) our directors
and executive officers, (ii) executive compensation,
(iii) security ownership of certain beneficial owners and
management and related stockholder matters, and
(iv) certain relationships and related transactions.




PART III






|         |                                                            
|-------- | -----------------------------------------------------------
|Item 10. | Directors and Executive Officers of Inktomi
    Corporation

DIRECTORS

The following table sets forth certain
information with respect to our current directors:

|                      |  |     |    |                      |  |                                                                                                 |  |  |      | 
|--------------------- |  | --- | -- | -------------------- |  | ----------------------------------------------------------------------------------------------- |  |  | ---- | 
|                      |  |     |    |                      |  | Director                                                                                       
|Name of Director      |  | Age |    | Principal Occupation |  | Since                                                                                          
|                      |  |     |    |                      |  |                                                                                                
|David C. Peterschmidt |  |     | 55 |                      |  | Chairman of the Board, President and Chief
    Executive Officer of Inktomi                     |  |  | 1996 | 
|Dr. Eric A. Brewer    |  |     | 36 |                      |  | Chief Scientist of Inktomi and Professor
    in the Computer Sciences Division at U.C. Berkeley |  |  | 1996 | 
|Allen J. Gula, Jr.    |  |     | 48 |                      |  | Consultant to the Office of Chairman and the
    Office of President of Franklin Resources      |  |  | 2002 | 
|Greg Myers            |  |     | 52 |                      |  | Senior Vice President and Chief Financial Officer
    of Symantec Corporation                   |  |  | 2002 | 
|Roger Noall           |  |     | 67 |                      |  | Director, former Executive of KeyCorp                                                           |  |  | 2002 | 

David C. Peterschmidthas served as our President, Chief
Executive Officer and as a director since July 1996. He was
appointed Chairman of the Board in December 1997. From 1991 to
1996, he served as Chief Operating Officer and Executive Vice
President of Sybase, Inc., a database company. From 1988 to
1991, Mr. Peterschmidt was a consultant with The Kappa
Group, a management consulting firm, where he provided senior
level sales and marketing training to a variety of companies. He
also currently serves as a director of Zambeel. Mr. Peterschmidt
holds a Bachelor of Arts degree in Political Science from the
University of Missouri and a Masters of Business Administration
from Chapman College.

Dr. Eric A. Brewerhas served as a director since our
inception in February 1996. From February 1996 to December 1997,
Dr. Brewer was our Chief Technology Officer and was
appointed Chief Scientist in December 1997. From May 1996 to
July 1996, he served as our interim President and Chief
Executive Officer. Dr. Brewer has been a professor in the
Computer Science Division at the University of California,
Berkeley since July 1994. Dr. Brewer served as a research
assistant at the Massachusetts Institute of Technology from
September 1989 to August 1994. Dr. Brewer is also a
director of a privately held company. Dr. Brewer holds a
Bachelor of Science degree in Computer Science from the
University of California, Berkeley and a Doctorate degree in
Computer Science from the Massachusetts Institute of Technology.

Allen J. Gula, Jr.joined us as a director in April 2002.
Mr. Gula currently serves as a consultant to the Office of
Chairman and the Office of President of Franklin Resources. From
August 1999 to July 2002, Mr. Gula served as the
Co-President and Chief Information Officer of Franklin
Resources. Prior to August 1999, Mr. Gula served as the
Executive Vice President at KeyCorp and the Chairman and Chief
Executive Officer for Key Services Corp. In addition to serving
as a director of Inktomi, Mr. Gula is a director of several
privately held companies. Mr. Gula holds a Master of Business
Administration degree from Case Western Reserve University.

Greg Myersjoined us
as a director in March 2002. Mr. Myers currently serves as
the Senior Vice President of Finance and the Chief Financial
Officer for Symantec Corporation where he is responsible for





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worldwide finance, business development and
operations. Prior to this, Mr. Myers was vice president of
financial planning and analysis for Symantec. Within this role,
Mr. Myers managed Symantecs strategic planning
process, its budget and financial planning function, information
technologies and the worldwide financial controller
organization. Before joining Symantec in 1993, Mr. Myers
was with Novell Corporation for five years as their director of
financial planning and analysis. Prior to Novell, Mr. Myers
has held various financial management positions for a number of
companies within the Silicon Valley since 1975. Mr. Myers
received a Bachelors degree from Cal-State University
Hayward in 1972 and a Masters of Business Administration degree
in finance from the University of Santa Clara in 1975.


Roger Noalljoined
us as a director in December 2002. Prior to his retirement in
2000, Mr. Noall served in a number of positions at KeyCorp
(banking) including General Counsel, Chief Administrative
Officer and Senior Executive Vice President. Mr. Noall is
also a director of Victory Funds and Victory Insurance Funds,
Alleghany Corporation and The Elite Information Group, Inc.
Mr. Noall holds a Bachelor of Science degree from the
University of Utah, a Bachelor of Laws degree from Harvard Law
School and a Masters of Laws degree from New York University Law
School.

Board and Committee Meetings

The Board of Directors held four regular meetings
and nine special meetings during the fiscal year ended
September 30, 2002, and acted five times by unanimous
written consent. The Board of Directors has an Audit Committee,
an Employee Stock Option Committee, a Compensation Committee and
a Nominating Committee. From time to time, the Board has created
various ad hoc committees for special purposes. No such
committee is currently functioning.

During fiscal 2002, each director attended 75% or
more of the meetings of the Board of Directors and of the
committees of the Board on which the director served during the
period for which he was director or committee member,
respectively.

Audit Committee

The Audit Committee currently consists of
directors Myers, Gula and Noall. The Audit Committee held seven
meetings during fiscal 2002. The Audit Committee was comprised
of only two members, Myers and Gula, as a result of a vacancy
created by a resignation, for two of seven meetings during
fiscal 2002. With the appointment of Roger Noall in January 2003
as a new member of the Audit Committee, the Audit Committee now
is comprised of three members. The Audit Committee reviews our
disclosure controls and internal accounting procedures and
consults with and reviews the services provided by our
independent accountants. The Audit Committee is authorized to
conduct such reviews and examinations as it deems necessary or
desirable with respect to the practices and procedures of the
independent accountants, the scope of the annual audit,
accounting controls, practices and policies, and the
relationship between us and our independent accountants,
including the availability of our records, information and
personnel. Each of the Audit Committee members is independent as
that term is defined in Rule 4200(a)(14) of the National
Association of Securities Dealers listing standards. The
Board of Directors has adopted a written charter for the Audit
Committee.

Compensation Committee

The Compensation Committee currently consists of
directors Myers and Gula. The Compensation Committee held one
meeting during fiscal 2002. The Compensation Committee reviews
and recommends to the Board of Directors the compensation and
benefits of all officers and establishes and reviews general
policies relating to compensation and benefits of employees. The
Board of Directors has adopted a written charter for the
Compensation Committee.

Employee Stock Option Committee

The Employee Stock Option Committee currently
consists of director, David Peterschmidt. The Employee Stock
Option Committee did not meet as a formal committee during the
fiscal year and acted fifty

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times by unanimous written consent. The Employee
Stock Option Committee has the authority to approve regular new
hire and merit stock option grants to employees and consultants
under our stock option programs, other than to executive
officers. All other stock option grants must be approved by the
full Board of Directors.


Nominating Committee

The Nominating Committee did not meet as a formal
committee during the last fiscal year. The Nominating Committee
is generally responsible for establishing general qualification
guidelines applicable to nominees to the Board of Directors, and
for identifying, interviewing and recommending persons meeting
such guidelines to serve as members of the Board of Directors.
For the past several quarters the Board of Directors, in place
of the Nominating Committee, has been actively engaged in
searching for qualified individuals to serve as members of the
Board of Directors.

EXECUTIVE OFFICERS

Executive Officers

The following table sets forth certain
information with respect to our current executive officers:

|                      |  |     |    |          |  |                                                                 
|--------------------- |  | --- | -- | -------- |  | ----------------------------------------------------------------
|Name                  |  | Age |    | Position
|                      |  |     |    |         
|David C. Peterschmidt |  |     | 55 |          |  | Chairman of the Board, President and Chief
    Executive Officer
|Dr. Eric A. Brewer    |  |     | 36 |          |  | Chief Scientist                                                 
|Randy S. Gottfried    |  |     | 37 |          |  | Senior Vice President and Chief Financial Officer               
|Vishal Makhijani      |  |     | 33 |          |  | Vice President and General Manager of WebSearch                 
|Timothy J. Stevens    |  |     | 36 |          |  | Senior Vice President, Business Development                     

For biographical summaries of David C.
Peterschmidt and Dr. Eric A. Brewer, see
Directors above.

Randy S. Gottfriedwas appointed Senior Vice President
and Chief Financial Officer in July 2002. He first started with
us in June 1997 and was Vice President of Finance and Corporate
Controller. Before joining us in 1997, Mr. Gottfried held senior
financial positions for Sybase, Inc in the areas of financial
planning and investor relations. Mr. Gottfried has also
served in a variety of financial roles with Continental Bank NA,
now part of Bank of America NA, and was an auditor with Ernst
and Young. Mr. Gottfried holds a Masters in Business
Management from Northwestern Universitys Kellogg Graduate
School of Management and an undergraduate business degree from
the University of Michigan in Ann Arbor. Mr. Gottfried is
also a Certified Public Accountant.

Vishal Makhijaniserves as our Vice President and
General Manager of WebSearch. Makhijani has been with us since
early 1999, and, prior to his role in WebSearch,
Mr. Makhijani was in charge of our investor relations
program. Before joining us in 1999, Makhijani worked at
PricewaterhouseCoopers in PricewaterhouseCoopers New York
and Silicon Valley practices where he helped clients, including
IBM and Thomson Financial Network, with mergers, acquisitions,
and public stock offerings. Mr. Makhijani holds a Bachelor
of Science degree from the University of Connecticut.

Timothy J. Stevensjoined us as Vice President of
Corporate and Legal Affairs, General Counsel and Assistant
Secretary in July 1997 and has served in a variety of legal and
business/ corporate development roles since that time. He
currently serves as Senior Vice President, Business Development.
Prior to joining us, Mr. Stevens was an attorney with
Wilson Sonsini Goodrich & Rosati, where he served as primary
outside counsel for more than thirty private and public
companies, specifically in the areas of venture capital and
corporate financing, public offerings, mergers and acquisitions,
and securities and intellectual property law. Mr. Stevens holds
Bachelor of Science degrees in Finance and Management from the
University of Oregon and a Juris Doctorate degree from the
University of California, Davis.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE

Section 16(a) of the Securities Exchange Act
of 1934 requires our executive officers and directors, and
persons who own more than 10% of a registered class of our
equity securities, to file certain reports regarding ownership
of, and transactions in, our securities with the Securities and
Exchange Commission. Such executive officers, directors and 10%
stockholders are also required by Securities and Exchange
Commission rules to furnish us with copies of all
Section 16(a) forms that they file. Based solely on our
review of the copies of such forms that we have received, or
written representations from certain reporting persons, we
believe that for the fiscal year ended September 30, 2002,
all reporting persons complied with Section 16(a) filing
requirements except that Randy Gottfried inadvertently filed an
incorrect Form 3 with respect to his beneficial ownership
of our equity securities which was corrected in a subsequent
filing.

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Item 11.     Executive
Compensation

SUMMARY COMPENSATION TABLE

The following table sets forth compensation
earned for the fiscal years ended September 30, 2002, 2001,
and 2000 by (i) our Chief Executive Officer, (ii) the
four next most highly compensated executive officers who earned
more than $100,000 in fiscal year 2002 and (iii) two
additional individuals for whom disclosure would have been
otherwise provided but for the fact that the individuals were
not serving as executive officers of Inktomi at the end of the
last completed fiscal year (collectively, the Named
Executive Officers).

|                            |                                |      |      |                     |  |            |         |           |  |              |         |                 |  |   |           |           |   |  |           |           |  |   |           |       | 
|--------------------------- | ------------------------------ | ---- | ---- | ------------------- |  | ---------- | ------- | --------- |  | ------------ | ------- | --------------- |  | - | --------- | --------- | - |  | --------- | --------- |  | - | --------- | ----- | 
|                            |                                |      |      |                     |  |            |         |           |  | Long-Term    |         |                
|                            |                                |      |      |                     |  |            |         |           |  | Compensation |         |                
|                            |                                |      |      |                     |  |            |         |           |  | Awards       |         |                
|                            |                                |      |      |                     |  |            |         |          
|                            |                                |      |      | Annual Compensation |  | Securities |         |          
|                            |                                |      |      |                     |  | Underlying |         | All Other
|Name and Principal Position |                                | Year |      | Salary              |  | Bonus      |         | Other     |  | Options      |         | Compensation(1)
|                            |                                |      |      |                     |  |            |         |           |  |              |         |                
|David C. Peterschmidt       |                                |      | 2002 |                     |  | $          | 400,000 |           |  | $            | 169,055 |                 |  |   |           |           |   |  | 1,000,000 |           |  | $ | 7,263     |      
|                            | Chairman of the Board,         |      |      | 2001                |  |            |         | 400,000   |  |              |         | 132,395         |  |   |           |           |   |  |           | 1,472,000 |  |   |           | 8,487 | 
|                            | President and                  |      |      |                     |  |            |         |           |  |              |         |                 |  |   |           |           |   |  |           | 500,000   |  |   |           |       | 
|                            | Chief Executive Officer        |      |      | 2000                |  |            |         | 350,000   |  |              |         | 394,070         |  |   |           |           |   |  |           | 1,200,000 |  |   |           | 8,562 | 
|Dr. Eric A. Brewer          |                                |      | 2002 |                     |  | $          | 100,000 |           |  | $            | 24,065  |                 |  |   |           |           |   |  | 200,000   |           |  | $ | 1,529     |      
|                            | Chief Scientist                |      |      | 2001                |  |            |         | 150,000   |  |              |         | 36,321          |  |   |           |           |   |  |           | 250,000   |  |   |           | 1,487 | 
|                            |                                |      |      |                     |  |            |         |           |  |              |         |                 |  |   |           |           |   |  | 75,000    |           |  |   |           |      
|                            |                                |      | 2000 |                     |  |            | 150,000 |           |  |              | 86,707  |                 |  |   |           |           |   |  | 150,000   |           |  |   | 1,550     |      
|Keyur Patel(2)              |                                |      | 2002 |                     |  | $          | 140,673 |           |  | $            | 8,531   |                 |  | $ | 100,000(3 | )         |   |  | 700,000   |           |  | $ | 1,798     |      
|                            | Senior Vice President,         |      |      | 2001                |  |            |         |          |  |              |         |                |  |   |           |           |   |  |           |          |  |   |           |      | 
|                            | Chief Strategy Officer         |      |      | 2000                |  |            |         |          |  |              |         |                |  |   |           |           |   |  |           |          |  |   |           |      | 
|Timothy J. Stevens          |                                |      | 2002 |                     |  | $          | 284,777 |           |  | $            | 90,676  |                 |  |   |           |           |   |  | 400,000   |           |  | $ | 9,492     |      
|                            | Senior Vice President Business |      |      | 2001                |  |            |         | 220,000   |  |              |         | 73,339          |  |   |           |           |   |  |           | 220,000   |  |   |           | 8,466 | 
|                            | Affairs, General Counsel,      |      |      |                     |  |            |         |           |  |              |         |                 |  |   |           |           |   |  |           | 210,000   |  |   |           |       | 
|                            | and Assistant Secretary        |      |      | 2000                |  |            |         | 185,000   |  |              |         | 82,660          |  |   |           |           |   |  |           | 150,000   |  |   |           | 8,479 | 
|Edward A. Hally(4)          |                                |      | 2002 |                     |  | $          | 330,000 |           |  | $            | 108,481 |                 |  | $ | 46,409(5  | )         |   |  |          |           |  | $ | 1,744,492 | (6)  
|                            | Senior Vice President and      |      |      | 2001                |  |            |         | 225,000   |  |              |         | 83,111          |  |   |           | 300,000(7 | ) |  |           | 640,000   |  |   |           | 8,785 | 
|                            | General Manager, Network       |      |      | 2000                |  |            |         |          |  |              |         |                |  |   |           |           |   |  |           |          |  |   |           |      | 
|                            | Products                       |      |      |                     |  |            |         |           |  |              |         |                 |  |   |           |           |   |  |           |           |  |   |           |       | 
|Robert Allen Shipp(8)       |                                |      | 2002 |                     |  | $          | 400,000 |           |  | $            | 130,000 |                 |  |   |           |           |   |  |          |           |  | $ | 9,492     |      
|                            | Senior Vice President, World   |      |      | 2001                |  |            |         | 16,667    |  |              |         |                |  |   |           |           |   |  |           | 700,000   |  |   |           |      | 
|                            | Wide Field Operations          |      |      | 2000                |  |            |         |          |  |              |         |                |  |   |           |           |   |  |           |          |  |   |           |      | 
|Vishal Makhijani            |                                |      | 2002 |                     |  | $          | 180,000 |           |  | $            | 35,073  |                 |  |   |           |           |   |  | 550,000   |           |  | $ | 3,643     |      
|                            | Vice President and General     |      |      | 2001                |  |            |         | 125,833   |  |              |         | 15,523          |  |   |           |           |   |  |           | 45,100    |  |   |           | 3,537 | 
|                            | Manager of Web Search          |      |      | 2000                |  |            |         | 96,542    |  |              |         | 9,586           |  |   |           |           |   |  |           | 9,000     |  |   |           | 3,281 | 



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|    |                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | These amounts consists of premiums on group term
    life insurance, medical and dental insurance and disability
    insurance paid on behalf of the Named Executive Officers and any
    severance payments made to the Named Executive Officers in
    connection with the termination of their employment.  
|   
|(2) | Mr. Patel joined Inktomi as our Chief
    Strategy Officer and Senior Vice President in May 2002. His
    employment with us terminated in January 2003.                                                                                                                                                       
|   
|(3) | Mr. Patel received a sign-on bonus upon
    joining Inktomi in the amount of $100,000.                                                                                                                                                                                                                         
|   
|(4) | Mr. Hally joined Inktomi as a Senior Vice
    President and General Manager, Network Products in January 2001.
    His employment with us terminated in September 2002.                                                                                                                                        
|   
|(5) | Mr. Hally received relocation assistance in
    the amount of $46,409.                                                                                                                                                                                                                                         
|   
|(6) | Consists of (i) premiums on group term life
    insurance, medical and dental insurance and disability insurance
    in the amount of $9,492 and (ii) Inktomis forgiveness
    of a loan in the amount of $1,735,000 as part of
    Mr. Hallys severance arrangements in connection with
    his termination.

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|    |                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(7) | Mr. Hally received a sign-on bonus upon
    joining Inktomi in the amount of $300,000.                                                                                 
|   
|(8) | Mr. Shipp joined Inktomi as our Senior Vice
    President, World Wide Field Operations in September 2001. His
    employment with Inktomi terminated in September 2002.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain
information with respect to stock options granted to each of the
Named Executive Officers during the fiscal year ended
September 30, 2002. In accordance with the rules of the
Securities and Exchange Commission, also shown below is the
potential realizable value over the term of the option (the
period from the grant date to the expiration date) based on
assumed rates of stock appreciation of 5% and 10%, compounded
annually. These amounts are based on certain assumed rates of
appreciation and do not represent an estimate of future stock
price. Actual gains, if any, on stock option exercises will be
dependent on the future performance of our Common Stock.

|                      |  |            |         |                |  |          |     |            |  |                        |      |     |  |  |         |  |  |   |         |  |  |   |         | 
|--------------------- |  | ---------- | ------- | -------------- |  | -------- | --- | ---------- |  | ---------------------- | ---- | --- |  |  | ------- |  |  | - | ------- |  |  | - | ------- | 
|                      |  |            |         |                |  |          |     |            |  |                       
|                      |  |            |         |                |  |          |     |            |  | Potential Realizable  
|                      |  | Number of  |         |                |  |          |     |            |  | Value at Assumed      
|                      |  | Securities |         | Percent of     |  |          |     |            |  | Annual Rates of Stock 
|                      |  | Underlying |         | Total Options  |  |          |     |            |  | Price Appreciation for
|                      |  | Options    |         | Granted to     |  |          |     |            |  | Option Term(3)        
|                      |  |            |         | Employees in   |  | Exercise |     | Expiration |  |                       
|Name                  |  | Granted    |         | Fiscal Year(1) |  | Price(2) |     | Date       |  | 5%                     |      | 10%
|                      |  |            |         |                |  |          |     |            |  |                        |      |    
|David C. Peterschmidt |  |            | 220,455 | (4)            |  |          | 1.8 | %          |  | $                      | 0.43 |     |  |  | 9/10/12 |  |  | $ | 59,616  |  |  | $ | 151,080 | 
|                      |  |            | 779,545 | (4)            |  |          | 6.3 |            |  |                        | 0.43 |     |  |  | 9/10/12 |  |  |   | 210,808 |  |  |   | 534,229 | 
|Dr. Eric A. Brewer    |  |            | 106,193 | (4)            |  |          | 0.9 |            |  | $                      | 0.43 |     |  |  | 9/10/12 |  |  | $ | 28,717  |  |  | $ | 72,775  | 
|                      |  |            | 93,807  | (4)            |  |          | 0.8 |            |  |                        | 0.43 |     |  |  | 9/10/12 |  |  |   | 25,368  |  |  |   | 64,287  | 
|Keyur Patel           |  |            | 354,605 | (5)            |  |          | 2.9 |            |  | $                      | 1.41 |     |  |  | 5/13/12 |  |  | $ | 314,443 |  |  | $ | 796,860 | 
|                      |  |            | 345,395 | (5)            |  |          | 2.8 |            |  |                        | 1.41 |     |  |  | 5/13/12 |  |  |   | 306,276 |  |  |   | 776,164 | 
|Edward A. Hally       |  |            |        |                |  |          |    |            |  |                        |     |     |  |  |        |  |  |   |        |  |  |   |        | 
|Timothy J. Stevens    |  |            | 400,000 | (6)            |  |          | 3.2 |            |  | $                      | 0.45 |     |  |  | 8/13/12 |  |  | $ | 113,201 |  |  | $ | 286,874 | 
|Vishal Makhijani      |  |            | 50,000  | (7)            |  |          | 0.4 |            |  | $                      | 4.25 |     |  |  | 11/5/11 |  |  | $ | 133,640 |  |  | $ | 338,670 | 
|                      |  |            | 100,000 | (8)            |  |          | 0.8 |            |  |                        | 2.25 |     |  |  | 4/24/12 |  |  |   | 141,501 |  |  |   | 358,592 | 
|                      |  |            | 400,000 | (6)            |  |          | 3.2 |            |  |                        | 0.45 |     |  |  | 8/13/12 |  |  |   | 113,201 |  |  |   | 286,874 | 
|Robert Allen Shipp    |  |            |        |                |  |          |    |            |  |                        |     |     |  |  |        |  |  |   |        |  |  |   |        | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based on an aggregate of 12,381,995 options
    granted by Inktomi during the fiscal year ended
    September 30, 2002 to employees, including the Named
    Executive Officers.                                                                                                                                                                                                                                                          
|   
|(2) | The exercise price per share of each option was
    equal to the closing price on the date of grant by the Board of
    Directors.                                                                                                                                                                                                                                                                                                        
|   
|(3) | The potential realizable value is calculated
    based on the term of the option at its time of grant (ten
    years). It is calculated assuming that the fair market value of
    the Common Stock on the date of grant appreciates at the
    indicated annual rate compounded annually for the entire term of
    the option and that the option is exercised and sold on the last
    day of its term for the appreciated stock price.
|   
|(4) | Option was granted under Inktomis 1998
    Stock Plan. All shares under the option are immediately
    exercisable; however, as a condition of exercise, the optionee
    must enter into a stock restriction agreement giving Inktomi the
    right in the event of any termination of employment to
    repurchase all then unvested shares at cost. The shares vest
    over 50 months beginning September 2002.                      
|   
|(5) | Option was granted under Inktomis 1998
    Stock Plan. All shares under the option are immediately
    exercisable; however, as a condition of exercise, the optionee
    must enter into a stock restriction agreement giving Inktomi the
    right in the event of any termination of employment to
    repurchase all then unvested shares at cost. The shares vest
    over 50 months beginning May 2002.                            
|   
|(6) | Option was granted under Inktomis 1998
    Nonstatutory Stock Option Plan. All shares under the option are
    immediately exercisable; however, as a condition of exercise,
    the optionee must enter into a stock                                                                                                                                                                                                                    

6



---



##### Table of Contents



| |                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | restriction agreement giving Inktomi the right in
    the event of any termination of employment to repurchase all
    then unvested shares at cost. The shares were 25% vested as of
    the date of grant with the remaining shares vesting over
    36 months beginning August 2002.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(7) | Option was granted under Inktomis 1998
    Nonstatutory Stock Option Plan. All shares under the option are
    immediately exercisable; however, as a condition of exercise,
    the optionee must enter into a stock restriction agreement
    giving Inktomi the right in the event of any termination of
    employment to repurchase all then unvested shares at cost. The
    shares vest over 50 months beginning November 2001.                                                                          
|   
|(8) | Option was granted under Inktomis 1998
    Nonstatutory Stock Option Plan. All shares under the option are
    immediately exercisable; however, as a condition of exercise,
    the optionee must enter into a stock restriction agreement
    giving Inktomi the right in the event of any termination of
    employment to repurchase all then unvested shares at cost. The
    shares were 25% vested as of the date of grant with the
    remaining shares vesting over 36 months beginning April
    2002.

OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

The following table sets forth information with
respect to the Named Executive Officers concerning option
exercises for the fiscal year ended September 30, 2002 and
exercisable and unexercisable options held as of
September 30, 2002.

|                      |  |          |        |             |  |                        |        |                       |  |             |           |               |  |  |   |  |  |   |         |  |  |  |   | 
|--------------------- |  | -------- | ------ | ----------- |  | ---------------------- | ------ | --------------------- |  | ----------- | --------- | ------------- |  |  | - |  |  | - | ------- |  |  |  | - | 
|                      |  |          |        |             |  |                        |        |                      
|                      |  |          |        |             |  | Number of Securities   |        | Value of Unexercised 
|                      |  |          |        |             |  | Underlying Unexercised |        | In-the-Money         
|                      |  | Shares   |        |             |  | Options/SARs at        |        | Options/SARs at      
|                      |  | Acquired |        |             |  | September 30, 2002     |        | September 30, 2002(2)
|                      |  | On       |        | Value       |  |                        |        |                      
|Name                  |  | Exercise |        | Realized(1) |  | Exercisable            |        | Unexercisable         |  | Exercisable |           | Unexercisable
|                      |  |          |        |             |  |                        |        |                       |  |             |           |              
|David C. Peterschmidt |  |          |       |             |  |                        |       |                       |  |             | 5,100,800 | (3)           |  |  |  |  |  | $ | 242,000 |  |  |  |  | 
|Dr. Eric Brewer       |  |          |       |             |  |                        |       |                       |  |             | 725,000   | (4)           |  |  |  |  |  |   |        |  |  |  |  | 
|Keyur Patel           |  |          |       |             |  |                        |       |                       |  |             | 700,000   | (5)           |  |  |  |  |  |   |        |  |  |  |  | 
|Edward A. Hally       |  |          |       |             |  |                        |       |                       |  |             | 642,944   | (6)           |  |  |  |  |  |   |        |  |  |  |  | 
|Timothy J. Stevens    |  |          |       |             |  |                        |       |                       |  |             | 910,000   | (7)           |  |  |  |  |  |   |        |  |  |  |  | 
|Vishal Makhijani      |  |          | 10,901 |             |  | $                      | 12,326 |                       |  |             | 596,699   | (8)           |  |  |  |  |  |   |        |  |  |  |  | 
|Robert Allen Shipp    |  |          |       |             |  |                        |       |                       |  |             | 700,000   | (9)           |  |  |  |  |  |   |        |  |  |  |  | 



---



|    |                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based upon the market price of the purchased
    shares on the exercise date less the option exercise price paid
    for such shares.                                                                                                   
|   
|(2) | Based on a value of $0.25 per share, the closing
    price of Inktomis stock on the Nasdaq National Market on
    September 30, 2002, minus the per share exercise price,
    multiplied by the number of shares underlying the option.

7



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Includes an option to purchase
    3,934,136 shares of Common Stock of which
    2,205,336 shares have been exercised, an option to purchase
    400,000 shares of Common Stock, an option to purchase
    272,000 shares of Common Stock, an option to purchase
    1,200,000 shares of Common Stock, an option to purchase
    500,000 shares of Common Stock, and an option to purchase
    1,000,000 shares of Common Stock. All shares under the
    options are immediately exercisable; however, as a condition of
    exercise, the optionee must enter into a stock restriction
    agreement giving Inktomi the right in the event of any
    termination of employment to repurchase all then unvested shares
    at cost. For the option of 3,934,136 shares, 100% of the
    shares were vested on July 1, 1998. For the option of
    400,000 shares, 2% of the shares were vested on May 1,
    1999, and an additional 2% of the shares become vested monthly
    thereafter. For the option of 272,000 shares, 2% of the
    shares were vested on August 1, 1999, and an additional 2%
    of the shares become vested monthly thereafter. For the option
    for 1,200,000 shares, 2% of the shares vested on
    August 1, 2000, and an additional 2% of the shares become
    vested monthly thereafter. For the option for
    500,000 shares, 2% of the shares vested on October 1,
    2001, and an additional 2% of the shares become vested monthly
    thereafter. For the option for 1,000,000 shares, 2% of the
    shares vested on October 10, 2002, and an additional 2% of
    the shares become vested monthly thereafter.
|   
|(4) | Includes an option to purchase
    200,000 shares of Common Stock, an option to purchase
    250,000 shares of Common Stock, an option to purchase
    75,000 shares of Common Stock, and an option to purchase
    200,000 shares. All shares under the options are
    immediately exercisable; however, as a condition of exercise,
    the optionee must enter into a stock restriction agreement
    giving Inktomi the right in the event of any termination of
    employment to repurchase all then unvested shares at cost. For
    the option to purchase 200,000 shares, 2% of the shares
    vested on October 1, 1998, and an additional 2% of the
    shares become vested monthly thereafter. For the option to
    purchase 250,000 shares, 2% of the shares vested on
    September 29, 2001 and an additional 2% of the shares
    become vested monthly thereafter. For the option to purchase
    75,000 shares, 2% of the shares vested on October 21,
    2001 and an additional 2% of the shares become vested monthly
    thereafter. For the option to purchase 200,000 shares, 2%
    of the shares vested on October 10, 2002 and an additional
    2% of the shares become vested monthly thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(5) | Includes an option to purchase
    700,000 shares of Common Stock. All shares under the option
    are immediately exercisable; however, as a condition of
    exercise, the optionee must enter into a stock restriction
    agreement giving Inktomi the right in the event of any
    termination of employment to repurchase all then unvested shares
    at cost. The shares vest ratably over 50 months beginning
    June 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(6) | Includes two options to purchase
    300,000 shares of Common Stock each and a third option to
    purchase 40,000 shares of Common Stock. All shares under
    the options are immediately exercisable; however, as a condition
    of exercise, the optionee must enter into a stock restriction
    agreement giving Inktomi the right in the event of any
    termination of employment to repurchase all then unvested shares
    at cost. For the first option of 300,000 shares, the shares
    vest ratably over 50 months beginning February 2001. For
    the second option of 300,000 shares, the shares vest
    ratably over 50 months beginning October 2001. For the
    third option of 40,000 shares, 100% of the shares become
    vested in May 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(7) | Includes an option to purchase 80,000 shares
    of Common Stock, a second option to purchase 40,000 shares
    of Common Stock, a third option to purchase 210,000 shares
    of Common Stock, a fourth option to purchase 180,000 shares
    of Common Stock and a fifth option to purchase
    400,000 shares of Common Stock. All shares under the
    options are immediately exercisable; however, as a condition of
    exercise, the optionee must enter into a stock restriction
    agreement giving Inktomi the right in the event of any
    termination of employment to repurchase all then unvested shares
    at cost. For the first option, 2% of the shares vested on
    September 30, 2001, and an additional 2% of the shares
    become vested monthly thereafter. For the second option, 100% of
    the shares become vested in May 2002. For the third option, the
    shares vest rateably over 50 months beginning September
    2001. For the fourth option, the shares vest rateably over
    50 months beginning October 2001. For the fifth option, 25%
    of the shares vested as of August 2002 with the remaining shares
    vesting ratably over 36 months.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(8) | Includes an option to purchase 12,500 shares
    of Common Stock, a second option to purchase 7,000 shares
    of Common Stock, a third option to purchase 23,100 shares
    of Common Stock, a fourth option to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

8



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##### Table of Contents



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | purchase 15,000 shares of Common Stock, a
    fifth option to purchase 50,000 shares of Common Stock, a
    sixth option to purchase 100,000 shares of Common Stock and
    a seventh option to purchase 400,000 shares of Common
    Stock. All shares under the options are immediately exercisable;
    however, as a condition of exercise, the optionee must enter
    into a stock restriction agreement giving Inktomi the right in
    the event of any termination of employment to repurchase all
    then unvested shares at cost. For the first option, the shares
    vest rateably over 50 months beginning January 2001. For
    the second option, 100% of the shares became vested in May 2002.
    For the third option, the shares vest ratably over
    50 months beginning September 2001. For the fourth option,
    the shares vest ratably over 50 months beginning October
    2001. For the fifth option, the shares vest ratably over
    50 months beginning December 2001. For the sixth option,
    25% of the shares vested as of April 2002 with the remaining
    shares vesting ratably over 36 months. For the seventh
    option, 25% of the shares vested as of August 2002 with the
    remaining shares vesting ratably over 36 months.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(9) | Includes an option to purchase
    700,000 shares of Common Stock. All shares under the
    options are immediately exercisable; however, as a condition of
    exercise, the optionee must enter into a stock restriction
    agreement giving Inktomi the right in the event of any
    termination of employment to repurchase all then unvested shares
    at cost. The shares vest ratably over 50 months beginning
    October 2001.

DIRECTOR COMPENSATION

Directors do not currently receive any cash
compensation from Inktomi for their service as members of the
Board of Directors, although they are reimbursed for expenses in
connection with attendance at Board and Committee meetings.
Under Inktomis 1998 Stock Plan, nonemployee directors are
eligible to receive stock option grants at the discretion of the
Board of Directors or other administrators of the plan. In March
2002, the Board of Directors granted Greg Myers an option to
purchase 100,000 shares of Common Stock at an exercise
price of $4.18 per share in connection with his becoming a
member of our Board of Directors. In April 2002, the Board of
Directors granted Allen Gula an option to purchase
100,000 shares of Common Stock at an exercise price of
$2.98 per share in connection with his becoming a member of our
Board of Directors. In September 2002, the Board of Directors
granted options to purchase 100,000 shares of Common Stock
to each of Allen Gula and Greg Myers at an exercise price of
$0.43 per share in connection with their continued service as
members of the Board of Directors. The shares under these
options vest on a monthly basis over 50 months, subject to
continued service as a member of the Board of Directors. Except
for the options described above, no other options were granted
to directors in fiscal 2002.

EMPLOYMENT CONTRACTS, TERMINATION OF
EMPLOYMENT AND CHANGE OF

CONTROL PLANS AND AGREEMENTS


Inktomi has an employment agreement with David C.
Peterschmidt, its President and Chief Executive Officer. The
agreement provides for an initial annual salary of $150,000. The
agreement is for no specified length of term, and either party
has the right to terminate the agreement at any time with or
without cause. The agreement does not provide for any mandatory
severance, although Inktomi has the right to continue to pay
Mr. Peterschmidt his then current salary for up to
12 months following termination of employment, in which
case Mr. Peterschmidt may not compete against Inktomi for
such time period.

Inktomi had an employment agreement with Edward
A. Hally, Senior Vice President and General Manager of Network
Products. The agreement was for no specified length of term, and
either party had the right to terminate the agreement at any
time with or without cause. The agreement provided that if
Mr. Hally was terminated without cause then he was entitled
to continue receiving pay at his then current monthly salary for
a period of six months from the date of termination. In April
2002, Mr. Hally signed a release in connection with his
termination wherein Mr. Hally waived compliance with his
employment agreement in return for (i) an 8 month paid
leave of absence, (ii) the forgiveness of an employee loan
made to Mr. Hally in the amount of $1,735,000, and
(iii) a cash payment of $992,273 used to offset, in part,
tax incurred by Mr. Hally in connection with the
forgiveness of the employee loan.

9



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##### Table of Contents



Inktomi had an employment agreement with Keyur
Patel, Inktomis Senior Vice-President and Chief Strategy
Officer that provided for an initial base salary of $350,000. In
addition, Mr. Patel was entitled to participate in
Inktomis Management Bonus Plan with a target annual bonus
of 65% of his base salary, payable on a quarterly basis. The
agreement was for no specified length of term and either party
had the right to terminate the agreement at any time with or
without cause. The agreement also provided that if
Mr. Patels employment was terminated (either by
Mr. Patel or Inktomi) following an acquisition of Inktomi
by a third party, or a change in Inktomis CEO position,
then Mr. Patel would be entitled to a lump sum payment
equal to the amount of salary and bonus Mr. Patel would
have received had he been employed through April 2003. In
December 2002, Mr. Patel signed a release in connection
with his termination wherein Mr. Patel waived compliance
with his employment agreement in return for a lump sum payment
of $245,808.

Under each of Inktomis stock option plans,
all shares under the options are immediately exercisable;
however, as a condition of exercise, the optionee must enter
into a stock restriction agreement giving Inktomi the right in
the event of any termination of employment to repurchase all
then unvested shares. Each of Inktomis stock option plans
also provide that each outstanding option will fully vest in the
event an optionee is terminated from employment without cause
within twelve months of a change of control of Inktomi.

Each of the executive officers of Inktomi have
entered into Management Retention and Change of Control
Agreements that provide for full vesting of all outstanding
options and restricted stock in the event such executive is
constructively terminated within twelve months of a change of
control of Inktomi.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION

Currently directors Greg Myers and Allen Gula
serve as members of the Compensation Committee of the Board of
Directors. At the beginning of our 2002 fiscal year, directors
Fred Harman, Alan Shugart and Frank Gill served on our
Compensation Committee. In March 2002, with the resignation of
Fred Harman from our Board, Greg Myers was appointed to the
Compensation Committee. In June 2002, with the resignations of
Alan Shugart and Frank Gill from our Board, Allen Gula was
appointed to the Compensation Committee. None of these
individuals was an officer or employee of Inktomi or of any of
its subsidiaries during fiscal 2002. Mr. Peterschmidt
participates in the discussions and decisions regarding salaries
and incentive compensation for all executive officers of
Inktomi, except that Mr. Peterschmidt is excluded from
discussions regarding his own salary and incentive compensation.

In March 2002, the Board of Directors granted
Greg Myers an option to purchase 100,000 shares of Common
Stock at an exercise price of $4.18 per share in connection with
his becoming a member of our Board of Directors. In April 2002,
the Board of Directors granted Allen Gula an option to purchase
100,000 shares of Common Stock at an exercise price of
$2.98 per share in connection with his becoming a member of our
Board of Directors. In September 2002, the Board of Directors
granted options to purchase 100,000 shares of Common Stock
to each of Allen Gula and Greg Myers at an exercise price of
$0.43 per share in connection with their continued service as
members of the Board of Directors. The shares under these
options vest on a monthly basis over 50 months, subject to
continued service as a member of the Board of Directors.

10



---



##### Table of Contents



FEES BILLED FOR SERVICES RENDERED BY PRINCIPAL
ACCOUNTANT

For the fiscal year ended September 30,
2002, PricewaterhouseCoopers LLP, our independent auditor and
principal accountant, billed the fees set forth below.

Audit Fees

Aggregate fees for professional services rendered
by PricewaterhouseCoopers LLP
(PricewaterhouseCoopers) in connection with its
audit of the Companys consolidated financial statements as
of and for the year ended September 30, 2002 and its
limited reviews of the Companys unaudited condensed
consolidated interim financial statements were $432,000.

Financial Information Systems Design and
Implementation Fees

During the year ended September 30, 2002,
PricewaterhouseCoopers rendered no professional services to the
Company in connection with the design and implementation of
financial information systems.

All Other Fees

In addition to the fees described above,
aggregate fees of $775,000 were billed by PricewaterhouseCoopers
during the year ended September 30, 2002, primarily for the
following professional services (in millions):

|                                               |  |   |         | 
|---------------------------------------------- |  | - | ------- | 
|Audit-related services(a)                      |  | $ | 565,000 | 
|Income tax compliance and related tax services |  | $ | 210,000 | 



---



|    |  |                                                                                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Audit related fees include fees for issuance of
    consents, audits of the Companys employee benefit plans,
    accounting consultancy and due diligence assistance during the
    year.

The Audit Committee considered and determined
that the accountants provision of information technology
services (financial information systems design and
implementation) and other non-audit services is compatible with
the accountants independence.




Item 12.     Security
Ownership of Certain Beneficial Owners and Related Stockholder
Matters.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of
September 30, 2002 about our common stock that may be
issued upon the exercise of options, warrants and rights under
all of our existing equity compensation plans, including the
1998 Stock Plan, the 1998 Nonstatutory Stock Option Plan, and
1998 Employee Stock Purchase Plan, each as amended, as well as
options assumed in acquisitions.

|                                                                  |  |                         |            |                      |  |                                |       |  |  |  |           | 
|----------------------------------------------------------------- |  | ----------------------- | ---------- | -------------------- |  | ------------------------------ | ----- |  |  |  | --------- | 
|                                                                  |  |                         |            |                      |  | Number of Securities          
|                                                                  |  |                         |            |                      |  | Remaining Available for       
|                                                                  |  | Number of Securities to |            | Weighted-Average     |  | Future Issuance under         
|                                                                  |  | be Issued upon Exercise |            | Exercise Price of    |  | Equity Compensation Plans     
|                                                                  |  | of Outstanding Options, |            | Outstanding Options, |  | (excluding securities         
|Plan Category                                                     |  | Warrants and Rights     |            | Warrants and Rights  |  | reflected in the first column)
|                                                                  |  |                         |            |                      |  |                               
|Equity compensation plans approved by security
    holders(1)     |  |                         | 8,644,205  |                      |  | $                              | 5.756 |  |  |  | 2,412,298 | 
|Equity compensation plans not approved by
    security holders(2) |  |                         | 11,575,087 |                      |  |                                | 4.269 |  |  |  | 3,260,346 | 
|Total                                                             |  |                         | 20,219,292 |                      |  |                                | 4.905 |  |  |  | 5,672,644 | 



---



|    |                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes securities to be issued and available
    for future issuance under our 1998 Stock Plan, and our 1998
    Employee Stock Purchase Plan.
|   
|(2) | Includes securities to be issued and available
    for future issuance under our 1998 Nonstatutory Stock Option
    Plan.                       

11



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##### Table of Contents



SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table shows the common stock
beneficially owned by (i) each person who is known by us to
beneficially own 5% or more of our outstanding common stock,
(ii) each of the executive officers of Inktomi,
(iii) each of our directors and (iv) all officers and
directors as a group, as of January 1, 2003. Except as
otherwise noted, the address of each person listed in the table
is c/o Inktomi Corporation, 4100 East Third Avenue,
Foster City, California 94404.

|                                                                |  |              |            |            |  |  |      |  
|--------------------------------------------------------------- |  | ------------ | ---------- | ---------- |  |  | ---- | -
|                                                                |  | Amount and   |            |           
|                                                                |  | Nature of    |            | Percent of
|                                                                |  | Beneficial   |            | Common    
|Name                                                            |  | Ownership(1) |            | Stock     
|                                                                |  |              |            |           
|David C. Peterschmidt(2)                                        |  |              | 5,338,237  |            |  |  | 3.18 | %
|Eric A. Brewer(3)                                               |  |              | 4,575,276  |            |  |  | 2.80 | %
|Allen J. Gula, Jr.(4)                                           |  |              | 200,000    |            |  |  | *    |  
|Greg Myers(5)                                                   |  |              | 200,000    |            |  |  | *    |  
|Roger Noall(6)                                                  |  |              | 100,000    |            |  |  | *    |  
|Randy S. Gottfried(7)                                           |  |              | 503,053    |            |  |  | *    |  
|Vishal Makhijani(8)                                             |  |              | 607,194    |            |  |  | *    |  
|Timothy J. Stevens(9)                                           |  |              | 910,000    |            |  |  | *    |  
|All directors and executive officers as a group
    (8 Persons) |  |              | 12,433,760 |            |  |  | 7.26 | %



---



| |   |                                                                                 
| | - | --------------------------------------------------------------------------------
| | * | Less than one percent of the outstanding common
    stock as of January 1, 2003.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This table is based on information supplied by
    executive officers and directors of Inktomi and on any
    Schedules 13D or 13G filed with the SEC. Beneficial
    ownership is determined in accordance with the rules of the SEC.
    In computing the number of shares beneficially owned by a person
    and the percentage ownership of that person, shares of common
    stock subject to options held by that person that are currently
    exercisable or will become exercisable within 60 days after
    January 1, 2003 are deemed outstanding, while such shares
    are not deemed outstanding for purposes of computing percentage
    ownership of any other person. Percentage of beneficial
    ownership is based on 162,890,548 shares of Inktomi common
    stock outstanding as of January 1, 2003. Unless otherwise
    indicated in the footnotes below, the persons named in the table
    have sole voting and investment power with respect to all shares
    beneficially owned, subject to community property laws where
    applicable.
|   
|(2) | Includes 215,178 shares held by David C.
    Peterschmidt and Roxanne N. Peterschmidt, Trustees of the
    Peterschmidt Family Trust U/D/T Dtd 12/30/91, and
    22,259 shares held by Mr. Peterschmidt. Also includes
    options held by Mr. Peterschmidt to purchase
    5,100,800 shares of common stock. The options are fully
    exercisable although as of January 1, 2003,
    2,090,325 shares issuable upon exercise of the options were
    subject to a right of repurchase at cost in the event
    Mr. Peterschmidt ceases to be an employee of Inktomi.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(3) | Includes 3,156,931 shares held by
    Dr. Eric A. Brewer and 693,345 shares held by the
    Dr. Eric A. Brewer Living Trust, Dr. Eric A. Brewer,
    Trustee. Also includes options held by Dr. Brewer to
    purchase 725,000 shares of common stock. The options
    are fully exercisable, although as of January 1, 2003,
    439,333 shares issuable upon exercise of the options were
    subject to a right of repurchase at cost in the event
    Dr. Brewer ceases to be an employee of Inktomi.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(4) | Includes options held by Allen J. Gula, Jr. to
    purchase 200,000 shares of common stock. The options are
    fully exercisable, although as of January 1, 2003,
    178,000 shares issuable upon exercise of the options were
    subject to a right of repurchase at cost in the event
    Mr. Gula ceases to be a director of Inktomi.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(5) | Includes options held by Greg Myers to purchase
    200,000 shares of common stock. The options are fully
    exercisable, although as of January 1, 2003,
    176,000 shares issuable upon exercise of the options were
    subject to a right of repurchase at cost in the event
    Mr. Myers ceases to be a director of Inktomi.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

12



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##### Table of Contents





|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | Includes options held by Roger Noall to purchase
    100,000 shares of common stock. The options are fully
    exercisable, although as of January 1, 2003,
    100,000 shares issuable upon exercise of the options were
    subject to a right of repurchase at cost in the event
    Mr. Noall ceases to be a director of Inktomi.                                                                  
|   
|(7) | Includes 3,053 shares held by Randy S.
    Gottfried. Also includes options held by Mr. Gottfried to
    purchase 500,000 shares of common stock. The options are
    fully exercisable, although as of January 1, 2003,
    500,000 shares issuable upon exercise of the options were
    subject to a right of repurchase at cost in the event
    Mr. Gottfried ceases to be an employee of Inktomi.
|   
|(8) | Includes 10,495 shares held by Vishal
    Makhijani. Also includes options held by Mr. Makhijani to
    purchase 596,699 shares of common stock. The options are
    fully exercisable, although as of January 1, 2003,
    379,029 shares issuable upon exercise of the options were
    subject to a right of repurchase at cost in the event
    Mr. Makhijani ceases to be an employee of Inktomi. 
|   
|(9) | Includes options held by Timothy J. Stevens to
    purchase 910,000 shares of common stock. The options are
    fully exercisable although as of January 1, 2003,
    457,914 shares issuable upon exercise of the options were
    subject to a right of repurchase at cost in the event
    Mr. Stevens ceases to be an employee of Inktomi.                                                         




Item 13.     Certain
Relationships and Related Transactions.

CERTAIN RELATED TRANSACTIONS

Certain other transactions are described under
the caption Compensation Committee Interlocks and Insider
Participation.

In April 2001, we provided Edward Hally, Senior
Vice President and General Manager of Network Products, a
relocation loan in the amount of $1.7 million dollars, in
connection with his relocation to the San Francisco Bay Area. In
April 2002, in connection with his termination, we forgave this
loan and, in October 2002, provided Mr. Hally with a cash
payment in the amount of $992,273 used to offset, in part, tax
incurred by Mr. Hally in connection with the forgiveness of
a loan.

In December 2001, our Board of Directors approved
a $5 million revolving line of credit to David Peterschmidt, our
Chief Executive Officer. In December 2001, we provided loans to
our Chief Executive Officer totaling $4.7 million of which $2.7
million was repaid prior to December 31, 2001. During the
quarter ended March 31, 2002, we provided loans to our
Chief Executive Officer totaling $0.9 million of which
$0.1 million was repaid prior to March 31, 2002.
During the quarter ended June 30, 2002, we provided loans
to our Chief Executive Officer totaling $2.1 million. As of
September 30, 2002, total loans outstanding and total
accrued interest to our Chief Executive Officer were
approximately $4.9 million and $160,000, respectively. These
loans are unsecured and are represented by full recourse
promissory notes accruing interest at the rate of 6% per annum.
Each loan, plus any accrued unpaid interest, will become due the
earlier of either two years from the grant date of the
individual loan or the date that our Chief Executive Officer
leaves the Company. All after tax proceeds of compensatory
bonuses and 50% of after tax proceeds from sales of Company
stock must be used to pay down the loans outstanding. The first
loans will become due in December 2003.

Each of our executive officers has entered into
Management Retention and Change of Control Agreements that
provide for full vesting of all outstanding options and
restricted stock in the event such executive is constructively
terminated within twelve months of a change of control of
Inktomi.

13



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, on January 28, 2003.



| |                                 
| | --------------------------------
| | INKTOMI CORPORATION             
|
| | /s/ DAVID C. PETERSCHMIDT       
| |                                 
| | David C. Peterschmidt           
| | Chairman of the Board, President
| | and Chief Executive Officer     

Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by the
following persons in the capacities and on the dated indicated.

|                                               |  |                                                                                                    |  |                  |  | 
|---------------------------------------------- |  | -------------------------------------------------------------------------------------------------- |  | ---------------- |  | 
|                                               |  |                                                                                                    |  |                 
|Signature                                      |  | Title                                                                                              |  | Date            
|                                               |  |                                                                                                    |  |                 
|                                              
|/s/ DAVID C. PETERSCHMIDTDavid C. Peterschmidt |  | Chairman of the Board, President, Chief Executive
    Officer (Principal Executive Officer)        |  | January 28, 2003
|                                              
|                                              
|/s/ RANDY GOTTFRIEDRandy Gottfried             |  | Senior Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer) |  | January 28, 2003
|                                              
|                                              
|/s/ ERIC BREWER*Eric A. Brewer                 |  | Director and Chief Scientist                                                                       |  | January 28, 2003
|                                              
|                                              
|/s/ ALLEN J. GULA, JR.*Allen J. Gula, Jr.      |  | Director                                                                                           |  | January 28, 2003
|                                              
|                                              
|/s/ GREG MYERS*Greg Myers                      |  | Director                                                                                           |  | January 28, 2003
|                                              
|                                              
|/s/ ROGER NOALL*Roger Noall                    |  | Director                                                                                           |  | January 28, 2003
|                                              
|                                              
|*By                                            |  | /s/ RANDY GOTTFRIEDAttorney-in-fact                                                                |  |                  |  | 

14



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##### Table of Contents



CERTIFICATIONS

I, David C. Peterschmidt, certify that:

1.     I have reviewed
this annual report on Form 10-K/A of Inktomi Corporation;

2.     Based on my
knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3.     Based on my
knowledge, the financial statements, and other financial
information included in this annual report, fairly represent in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;

4.     The
registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.     designed such
    disclosure controls and procedures to ensure that material
    information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within
    those entities, particularly during the period in which this
    annual report is being prepared;
|
| | b.     evaluated the
    effectiveness of the registrants disclosure controls and
    procedures as of a date within 90 days prior to the filing
    date of this annual report (the Evaluation Date); and                                                                                                          
|
| | c.     presented in this
    annual report our conclusions about the effectiveness of the
    disclosure controls and procedures based on our evaluation as of
    the Evaluation Date;                                                                                                                                

5.     The
registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.     all significant
    deficiencies in the design or operation of internal controls
    which could adversely affect the registrants ability to
    record, process, summarize and report financial data and have
    identified for the registrants auditors any material
    weaknesses in internal controls; and
|
| | b.     any fraud,
    whether or not material, that involves management or other
    employees who have a significant role in the registrants
    internal controls; and                                                                                                                                                

6.     The
registrants other certifying officer and I have indicated
in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.



| |     |                          
| | --- | -------------------------
| | By: | /s/ DAVID C. PETERSCHMIDT

| |                                                                   
| | ------------------------------------------------------------------
| | ______________________________________ 
     David C. Peterschmidt
| | President and Chief Executive
    Officer                         

Date: January 28, 2003

15



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##### Table of Contents



CERTIFICATIONS

I, Randy Gottfried, certify that:

1.     I have reviewed
this annual report on Form 10-K/A of Inktomi Corporation;

2.     Based on my
knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3.     Based on my
knowledge, the financial statements, and other financial
information included in this annual report, fairly represent in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;

4.     The
registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.     designed such
    disclosure controls and procedures to ensure that material
    information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within
    those entities, particularly during the period in which this
    annual report is being prepared;
|
| | b.     evaluated the
    effectiveness of the registrants disclosure controls and
    procedures as of a date within 90 days prior to the filing
    date of this annual report (the Evaluation Date); and                                                                                                          
|
| | c.     presented in this
    annual report our conclusions about the effectiveness of the
    disclosure controls and procedures based on our evaluation as of
    the Evaluation Date;                                                                                                                                

5.     The
registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.     all significant
    deficiencies in the design or operation of internal controls
    which could adversely affect the registrants ability to
    record, process, summarize and report financial data and have
    identified for the registrants auditors any material
    weaknesses in internal controls; and
|
| | b.     any fraud,
    whether or not material, that involves management or other
    employees who have a significant role in the registrants
    internal controls; and                                                                                                                                                

6.     The
registrants other certifying officer and I have indicated
in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.



| |     |                    
| | --- | -------------------
| | By: | /s/ RANDY GOTTFRIED

| |                                                             
| | ------------------------------------------------------------
| | ______________________________________ 
     Randy Gottfried
| | Chief Financial Officer                                     

Date: January 28, 2003

16



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##### Table of Contents



EXHIBIT INDEX

|        |    |             |  |                                                                                                                                                                    
|------- | -- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 3  | .2(3)       |  | Amended and Restated Certificate of Incorporation
    of Inktomi.                                                                                                  
|        | 3  | .2a(6)      |  | Amendment to Amended and Restated Certificate of
    Incorporation of Inktomi.                                                                                     
|        | 3  | .2b(11)     |  | Amendment to Amended and Restated Certificate of
    Incorporation of Inktomi.                                                                                     
|        | 3  | .4(3)       |  | Bylaws of Inktomi.                                                                                                                                                 
|        | 4  | .1(3)       |  | Specimen Common Stock Certificate.                                                                                                                                 
|        | 10 | .1(3)       |  | Form of Indemnification Agreement between Inktomi
    and each of its directors and officers.                                                                      
|        | 10 | .2(14)      |  | 1998 Stock Plan and form of agreement thereunder.                                                                                                                  
|        | 10 | .3(3)       |  | 1998 Employee Stock Purchase Plan and form of
    agreements thereunder.                                                                                           
|        | 10 | .4(3)       |  | 1996 Equity Incentive Plan and form of agreement
    thereunder.                                                                                                   
|        | 10 | .5(3)       |  | Fifth Amended and Restated Investors Rights
    Agreement dated as February 13, 1998 among Inktomi and
    certain of its security holders named therein.         
|        | 10 | .6(3)       |  | Executive Employment Agreement dated as of
    July 1, 1996 between Inktomi and David C. Peterschmidt.                                                             
|        | 10 | .7(10)      |  | Agreement of Sublease dated July 1, 1998 by
    and between Designs, Inc. and Atreve Software, Inc.                                                                
|        | 10 | .9(12)      |  | Ultraseek Stock Option Plan and form of agreement
    thereunder.                                                                                                  
|        | 10 | .10(11)     |  | Preferred Stock Rights Agreement dated as of
    August 10, 2000 between Inktomi and Wells Fargo Shareowners
    Services.                                         
|        | 10 | .11(4)      |  | C2B Technologies Inc. (formerly BeyondNews, Inc.)
    1997 Stock Plan and form of agreement thereunder.                                                            
|        | 10 | .12(2)      |  | Registration Rights Agreement dated
    September 25, 1998 between Inktomi and former stockholders
    of C2B Technologies Inc. (included in Exhibit 2.1).         
|        | 10 | .13(14)     |  | 1998 Nonstatutory Stock Option Plan and form of
    agreement thereunder.                                                                                          
|        | 10 | .14(5)      |  | Declaration of Registration Rights dated
    April 30, 1999 for the benefit of former Impulse! Buy
    Network, Inc. stockholders (included in Exhibit 2.2).       
|        | 10 | .15(1)      |  | Amended and Restated Loan and Security agreement
    dated as of September 2, 1998 between Inktomi and Silicon
    Valley Bank.                                    
|        | 10 | .16(6)      |  | Amendment dated January 28, 1999 to Amended
    and Restated Loan and Security Agreement dated as of
    September 2, 1998 between Inktomi and Silicon Valley Bank.
|        | 10 | .17(8)      |  | Impulse! Buy Network, Inc. 1997 Stock Plan and
    form of agreement thereunder.                                                                                   
|        | 10 | .18(9)      |  | WebSpective Software, Inc. (formerly Atreve
    Software, Inc.) 1997 Stock Option Plan and form of agreement
    thereunder.                                       
|        | 10 | .19(7)      |  | Declaration of Registration Rights dated
    October 1, 1999 for the benefit of former WebSpective
    Software, Inc. stockholders (included in Exhibit 2.3).      
|        | 10 | .20(14)     |  | Amendment to 1996 Equity Incentive Plan.                                                                                                                           
|        | 10 | .21(14)     |  | Amendment to C2B Technologies 1997 Stock Plan                                                                                                                      
|        | 10 | .22(14)     |  | Amendment to Impulse! Buy Network, Inc. 1997
    Stock Plan.                                                                                                       
|        | 10 | .23(14)     |  | Amendment to WebSpective Software, Inc. 1997
    Stock Plan.                                                                                                       
|        | 10 | .24(13)     |  | FastForward Networks, Inc. 1998 Stock Plan and
    form of agreement thereunder.                                                                                   
|        | 10 | .25(15)     |  | Amendment to the Ultraseek Stock Option Plan.                                                                                                                      
|        | 10 | .26(15)     |  | Amendment to the FastForward Networks, Inc. 1998
    Stock Plan.                                                                                                   
|        | 10 | .27(16)     |  | Promissory Note dated December 10, 2001
    executed by David Peterschmidt for the benefit of Inktomi
    Corporation.                                             
|        | 10 | .28(17)     |  | Registration Rights Agreement dated
    September 5, 2002 for the benefit of the landlords of our
    Parkside Towers office facility.                             



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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                          
|------- | -- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 10 | .29(18)     |  | Loan Modification Agreement dated
    September 30, 2002 between Inktomi and Silicon Valley Bank.                                                                                                                                                                        
|        | 10 | .30(18)     |  | Registration Rights Agreement dated
    August 13, 2002 for the benefit of the former stockholders
    of Quiver, Inc.                                                                                                                                                   
|        | 10 | .31(20)     |  | Portal Services Agreement between Inktomi
    Corporation and Microsoft Corporation dated October 28,
    1999 with amendments thereto dated June 1, 2000,
    January 17, 2001, May 1, 2001, June 13, 2001,
    March 5, 2002, October 1, 2002 and December 10,
    2002
|        | 10 | .32(20)     |  | Severance Agreement and Release dated
    December 17, 2002 between Inktomi and Dominic Gattuso.                                                                                                                                                                         
|        | 10 | .33(20)     |  | Office Lease Agreement dated December 19,
    2002 between Walton Bayside Investors IV, L.L.C. and Inktomi
    Corporation.                                                                                                                                              
|        | 10 | .34(20)     |  | Severance Agreement and Release dated
    December 17, 2002 between Inktomi and Keyor Patel                                                                                                                                                                              
|        | 10 | .35(20)     |  | Termination Letter dated April 9, 2002
    between Inktomi Corporation and Ted Hally                                                                                                                                                                                     
|        | 10 | .36(19)     |  | Merger Agreement dated December 23, 2002
    between Inktomi, Yahoo! Inc. and a wholly owned subsidiary of
    Yahoo! Inc.                                                                                                                                               
|        | 21 | .1(20)      |  | Subsidiaries                                                                                                                                                                                                                                                             
|        | 23 | .1(20)      |  | Consent of PricewaterhouseCoopers, LLP                                                                                                                                                                                                                                   
|        | 99 | .1          |  | Certification of David C. Peterschmidt, Chief
    Executive Officer, pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002                                                                                                                                       
|        | 99 | .2          |  | Certification of Randy Gottfried, Chief Financial
    Officer, pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002                                                                                                                                             



---



|    |                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference from Inktomis
    Registration Statement on Form S-1 (Reg.
    No. 333-66661), as amended.                                  
|   
|(2) | Incorporated by reference from Inktomis
    Current Report on Form 8-K filed with the Commission on
    October 9, 1998, as amended November 2, 1998. 
|   
|(3) | Incorporated by reference from Inktomis
    Registration Statement on Form S-1 (Reg.
    No. 333-50247), as amended.                                  
|   
|(4) | Incorporated by reference from Inktomis
    Registration Statement on Form S-8 (Reg.
    No. 333-71037).                                              
|   
|(5) | Incorporated by reference from Inktomis
    Current Report on Form 8-K filed with the Commission on
    May 13, 1999.                                 
|   
|(6) | Incorporated by reference from Inktomis
    Quarterly Report on Form 10-Q filed with the Commission on
    May 17, 1999.                              
|   
|(7) | Incorporated by reference from Inktomis
    Current Report on Form 8-K filed with the Commission on
    October 15, 1999, as amended November 5, 1999.
|   
|(8) | Incorporated by reference from Inktomis
    Registration Statement on Form S-8 (Reg.
    No. 333-80195).                                              
|   
|(9) | Incorporated by reference from Inktomis
    Registration Statement on Form S-8 (Reg.
    No. 333-89581).                                              



|     |                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------
|(10) | Incorporated by reference from Inktomis
    Quarterly Report on Form 10-Q filed with the Commission on
    February 14, 2000.
|    
|(11) | Incorporated by reference from Inktomis
    Current Report on Form 8-A filed with the Commission on
    August 11, 2000.     
|    
|(12) | Incorporated by reference from Inktomis
    Registration Statement on Form S-8 (Reg.
    No. 333-42102).                     
|    
|(13) | Incorporated by reference from Inktomis
    Registration Statement on Form S-8 (Reg.
    No. 333-49874).                     
|    
|(14) | Incorporated by reference from Inktomis
    Annual Report on Form 10-K/ A filed with the Commission on
    January 2, 2001.  



---



##### Table of Contents





|     |                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------
|(15) | Incorporated by reference from Inktomis
    Quarterly Report on Form 10-Q filed with the Commission on
    February 14, 2001.
|    
|(16) | Incorporated by reference from Inktomis
    Quarterly Report on Form 10-Q filed with the Commission on
    August 14, 2002.  
|    
|(17) | Incorporated by reference from Inktomis
    Registration Statement on Form S-3 (Reg.
    No. 333-101258).                    
|    
|(18) | Incorporated by reference from Inktomis
    Registration Statement on Form S-3 (Reg.
    No. 333-98551).                     
|    
|(19) | Incorporated by reference from Inktomis
    Current Report on Form 8-K filed with the Commission on
    December 26, 2002.   
|    
|(20) | Incorporated by reference from Inktomis
    Annual Report on Form 10-K filed with the Commission on
    December 30, 2002.   

(b)     Reports on
Form 8-K

On September 6, 2002 we filed a Current
Report on Form 8-K in connection with the restructuring of
certain of Inktomis properties.

On November 15, 2002 we filed a Current
Report on Form 8-K announcing the sale of Inktomis
enterprise search software business to Verity, Inc.

On December 23, 2002 we filed a Current
Report on Form 8-K announcing the execution of a merger
agreement between Inktomi, Yahoo! Inc. and a wholly owned
subsidiary of Yahoo! Inc.

On December 26, 2002 we filed a Current
Report on Form 8-K which included the merger agreement
entered into between Inktomi, Yahoo! Inc. and a wholly owned
subsidiary of Yahoo! Inc.