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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)




---

INKTOMI CORPORATION

(Exact name of Registrant as specified in its
charter)




---

|                         |  |                                     
|------------------------ |  | ------------------------------------
|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)




---

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 12. Security Ownership of Certain Beneficial Owners and Related Stockholder Matters.
|SIGNATURES    
|CERTIFICATIONS
|EXHIBIT INDEX 
|EXHIBIT 99.1  
|EXHIBIT 99.2  



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##### Table of Contents



INKTOMI CORPORATION

FORM 10-K/A

For the Fiscal Year Ended September 30,
2002


TABLE OF CONTENTS

|               |  |                                                                                     |   |      |   | 
|-------------- |  | ----------------------------------------------------------------------------------- | - | ---- | - | 
|               |  |                                                                                     |   | Page
|               |  |                                                                                     |   |     
|PART III      
|Item 12.       |  | Security Ownership of Certain Beneficial Owners
    and Related Stockholder Matters |   |      | 1 | 
|SIGNATURES     |  |                                                                                     | 2 |     
|CERTIFICATIONS |  |                                                                                     | 3 |     





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##### Table of Contents



EXPLANATORY NOTE

This Annual Report on Form 10-K/ A is being
filed for the purpose of correcting certain information with
respect to Inktomis equity compensation plans provided
under Item 12 of Part III of Form 10-K.




PART III




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)     |  |                         | 9,981,394  |                      |  | $                              | 4.01 |  |  |  | 2,412,298 | 
|Equity compensation plans not approved by
    security holders(2) |  |                         | 16,487,557 |                      |  |                                | 4.11 |  |  |  | 3,260,346 | 
|Total                                                             |  |                         | 26,468,951 |                      |  |                                | 4.09 |  |  |  | 5,672,644 | 



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|    |                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(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.                      

1



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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 February 3, 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)        |  | February 3, 2003
|                                              
|                                              
|/s/ RANDY GOTTFRIEDRandy Gottfried             |  | Senior Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer) |  | February 3, 2003
|                                              
|                                              
|/s/ ERIC BREWER*Eric A. Brewer                 |  | Director and Chief Scientist                                                                       |  | February 3, 2003
|                                              
|                                              
|/s/ ALLEN J. GULA, JR.*Allen J. Gula, Jr.      |  | Director                                                                                           |  | February 3, 2003
|                                              
|                                              
|/s/ GREG MYERS*Greg Myers                      |  | Director                                                                                           |  | February 3, 2003
|                                              
|                                              
|/s/ ROGER NOALL*Roger Noall                    |  | Director                                                                                           |  | February 3, 2003
|                                              
|                                              
|*By                                            |  | /s/ RANDY GOTTFRIEDAttorney-in-fact                                                                |  |                  |  | 

2



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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: February 3, 2003

3



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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: February 3, 2003

4



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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                                                                                                                                             



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|    |                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.  



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##### 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.