Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Eaton Sam

2. Date of Event Requiring Statement (MM/DD/YYYY) 3/12/2021

3. Issuer Name and Ticker or Trading Symbol

YELP INC [YELP]

(Last) (First) (Middle)

C/O YELP INC., 140 NEW MONTGOMERY ST., 9TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Technology Officer /

(Street)

SAN FRANCISCO, CA 94105

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)
3/12/2021

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	151629 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	6/30/2024	Common Stock	7100.0	$76.68	D
Employee Stock Option (Right to Buy)	⁽²⁾	7/1/2025	Common Stock	2950.0	$42.44	D
Employee Stock Option (Right to Buy)	⁽²⁾	4/1/2026	Common Stock	667.0	$19.55	D
Employee Stock Option (Right to Buy)	⁽³⁾	1/8/2029	Common Stock	18850.0	$35.51	D

Explanation of Responses:
(1)	Includes an aggregate of 129,963 unvested restricted stock units, which vest as follows: a) 414 shares that vest in equal quarterly installments over four years following the grant date of July 10, 2017; b) 3,387 shares that vest in equal quarterly installments over four years following the grant date of January 16, 2018; c) 11,700 shares that vest in equal quarterly installments over four years following the grant date of January 8, 2019; d) 26,422 shares that vest in equal quarterly installments over four years following the grant date of January 15, 2020; e) 16,070 shares, 37.5% of which vest on May 20, 2021 and 6.25% of which vest each quarter thereafter until fully vested; and f) 71,970 shares that vest in equal quarterly installments over four years following the grant date of February 5, 2021.
(2)	Fully vested.
(3)	The shares underlying the stock option vest in equal monthly installments over 48 months following the grant date of January 8, 2019.

Remarks:
The Form 3 originally filed on March 12, 2021 reflected the incorrect number of non-derivative securities beneficially owned by the reporting person. As reflected in this amendment, the correct number of non-derivative securities was 151,629 shares. This amendment is intended to replace, in its entirety, the Form 3 filed on March 12, 2021.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Eaton Sam C/O YELP INC. 140 NEW MONTGOMERY ST., 9TH FLOOR SAN FRANCISCO, CA 94105			Chief Technology Officer