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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-Q/A



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

Commission File Number 000-26365



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OVERTURE SERVICES, INC.

(Exact name of Registrant as specified in its charter)


|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 95-4652060
(I.R.S. Employer
Identification Number)

74 North Pasadena Avenue 3rd Floor
Pasadena, California 91103
(Address of principal executive offices)

Telephone: (626) 685-5600
(Registrants telephone number, including area code)

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    x    No    o

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

The number of outstanding shares of the registrants common stock as of
the close of business on April 30, 2003 was 63,716,273.



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|                 |  |  |  |  |  |  |  | 
|---------------- |  |  |  |  |  |  |  | 
|EXPLANATORY NOTE
|SIGNATURES      
|EXHIBIT INDEX   
|EXHIBIT 99.1    



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EXPLANATORY NOTE

Due to a typographical error, this report is being filed to amend and
restate the number of shares of common stock outstanding as of the close of
business on April 30, 2003 set forth on the cover of our Quarterly Report on
Form 10-Q originally filed with the Securities and Exchange Commission on May
7, 2003.

In order to preserve the nature and character of the disclosures set forth
in the report as originally filed, this report continues to speak as of the
date of the original filing, and the Company has not updated any disclosures in
this report to speak as of a later date.

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SIGNATURES

Pursuant to the requirements 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.

|                   |  |                         |  |                                                                                                              
|------------------ |  | ----------------------- |  | -------------------------------------------------------------------------------------------------------------
|Date: May 15, 2003 |  | OVERTURE SERVICES, INC.
|                   |  |                         |  |                                                                                                              
|                   |  | By                      |  | /s/ Todd Tappin
Todd Tappin
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)

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I, Ted Meisel, certify that:



| |  |  | 1. I have reviewed this quarterly report on Form 10-Q/A of Overture
Services, Inc.; and                                                                                                                                                                                                                                                         
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 2. Based on my knowledge,
this quarterly report on Form 10-Q/A 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 quarterly report.

|                   |  |                                                  
|------------------ |  | -------------------------------------------------
|Date: May 15, 2003 |  | /s/ Ted Meisel
Ted Meisel
Chief Executive Officer

I, Todd Tappin, certify that:



| |  |  | 1. I have reviewed this quarterly report on Form 10-Q/A of Overture
Services, Inc.; and                                                                                                                                                                                                                                                         
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 2. Based on my knowledge,
this quarterly report on Form 10-Q/A 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 quarterly report.

|                   |  |                                                    
|------------------ |  | ---------------------------------------------------
|Date: May 15, 2003 |  | /s/ Todd Tappin
Todd Tappin
Chief Financial Officer

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EXHIBIT INDEX

|        |  |                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                    
|NUMBER  |  |                                                                                                                                    
|        |  |                                                                                                                                    
|99.1    |  | Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

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