Page 1 of 5 Pages

                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   SCHEDULE 13G

                   Under the Securities exchange Act of 1934

                               (Amendment No. 2)*

                               YELP INC
             -----------------------------------------------------
                              (NAME OF ISSUER)

                                COM NEW
             -----------------------------------------------------
                       (TITLE OF CLASS OF SECURITIES)

                                 985817105
             -----------------------------------------------------
                              (CUSIP NUMBER)

                           August 31, 2013
             -----------------------------------------------------
            (Date of event which requires filing of this Statement)

  Check the appropriate box to designate the rule pursuant to which
  this Schedule is filed:

    X  Rule 13d-1(b)
       Rule 13d-1(c)
       Rule 13d-1(d)

  * The remainder of this cover page shall be filled out for a reporting
  person's initial filing on this form with respect to the subject class
  of securities, and for any subsequent amendment containing information
  which would alter the disclosures provided in a prior cover page.

  The information required in the remainder of this cover page shall not
  be deemed to be 'filed' for the purpose of Section 18 of the Securities
  Exchange Act of 1934 ('Act') or otherwise subject to the liabilities
  of that section of the Act but shall be subject to all other provisions
  of the Act (however, see the Notes).

                       (CONTINUED ON FOLLOWING PAGE(S))






    CUSIP NO. 985817105        13G                         Page 2 of 5 Pages

  1. NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        AllianceBernstein LP      13-3434400

  2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *                (A) [ ]
                                                                       (B) [X]

  3. SEC USE ONLY

  4. CITIZENSHIP OR PLACE OF ORGANIZATION
     State of Delaware


           NUMBER OF SHARES   5. SOLE VOTING POWER                    294,823
               BENEFICIALLY
                OWNED AS OF   6. SHARED VOTING POWER                        0
           August 31, 2013
                    BY EACH   7. SOLE DISPOSITIVE POWER               294,823
                  REPORTING
               PERSON WITH:   8. SHARED DISPOSITIVE POWER                   0


  9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                      294,823
     REPORTING PERSON
     (Not to be construed as an admission of beneficial ownership)

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES *                                                              [X]



 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                     0.7%

 12. TYPE OF REPORTING PERSON *
     IA

                    * SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP NO. 985817105             13G                      Page 3 of 5 Pages

Item 1(a) Name of Issuer:
          YELP INC

Item 1(b) Address of Issuer's Principal Executive Offices:
          706 MISSION ST, 7TH FLOOR
          SAN FRANCISCO, CA 95103
		  

Item 2(a) and (b)
          Name of Person Filing and Address of Principal Business Office:

          AllianceBernstein L.P
          1345 Avenue of the Americas
          NewYork, N.Y.  10105
          

 (All media outlets, please contact Andrea Prochniak at AllianceBernstein
 (212-756-4542) with any questions. All other questions can be directed to
 Section13USFilings@alliancebernstein.com.)




Item 2(c) Citizenship:
          Delaware

Item 2(d) Title of Class of Securities:  COM NEW

Item 2(e) Cusip Number:  985817105


Item 3.   Type of Reporting Person:  Registered Investment Advisor



                                   13G                      Page 4 of 5 Pages


Item 4. Ownership as of 08/31/2013

      (a) Amount Beneficially Owned:  294,823  shares of common stock
          acquired solely for investment purposes on behalf of client
          discretionary investment advisory accounts*

      (b) Percent of Class: 0.7%

      (c) Deemed Voting Power and Disposition Power:



                        (i)           (ii)          (iii)        (iv)
                        Deemed        Deemed        Deemed       Deemed
                        to have       to have       to have      to have
                        Sole Power    Shared Power  Sole Power   Shared Power
                        to Vote       to Vote       to Dispose   to Dispose
                        or to         or to         or to        or to
                        Direct        Direct        Direct the   Direct the
                        the Vote      the Vote      Disposition  Disposition
                        ------------  ------------  ------------ ------------
                                                     



AllianceBernstein            294,823             0       294,823            0



*AllianceBernstein L.P. is a majority owned subsidiary of AXA Financial, Inc. and an indirect majority owned subsidiary of AXA SA. AllianceBernstein operates under independent management and makes independent decisions from AXA and AXA Financial and their respective subsidiaries and AXA and AXA Financial calculate and report beneficial ownership separately from AllianceBernstein pursuant to guidance provided by the Securities and Exchange Commission in Release Number 34-39538 (January 12, 1998). AllianceBernstein may be deemed to share beneficial ownership with AXA reporting persons by virtue of 0 shares of common stock acquired on behalf of the general and special accounts of the affiliated entities for which AllianceBernstein serves as a subadvisor. Each of AllianceBernstein and the AXA entities reporting herein acquired their shares of common stock for investment purposes in the ordinary course of their investment management and insurance businesses. Page 5 of 5 Pages Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X] Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reporting on by the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 3, 2013, ALLIANCEBERNSTEIN L.P. /s/ Laurence Bertan Name: Laurence Bertan Title: SVP and Head of Regulatory Reporting