United Online Inc - Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Edwards Neil P	2. Issuer Name and Ticker or Trading Symbol UNITED ONLINE INC [UNTD]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) SVP, Finance, Treasurer & CAO
(Last) (First) (Middle) 21301 BURBANK BOULEVARD	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2007
(Street) WOODLAND HILLS, CA 91367 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2007		F4	2684 ⁽¹⁾	D	$16.66	159451 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	D
Common Stock							600	I	by daughter
Common Stock							200	I	by son

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	Represents 2,684 shares withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units.
( 2)	Includes a RSU award granted on March 25, 2005 for a total of 50,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total RSU award vested on February 15, 2006, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 15,625 shares remain unissued under that award as of December 31, 2007.
( 3)	Includes a RSU award granted on March 30, 2006 for a total of 30,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total RSU award vested on February 15, 2007, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 16,875 shares remain unissued under that award as of December 31, 2007.
( 4)	Includes 5 RSU awards granted on April 18, 2006 through an Exchange Offer for a total of 19,982 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. One-eighth of the total shares vested on May 15, 2006, and the balance vests in 7 quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 2,500 shares remain unissued under those awards as of December 31, 2007.
( 5)	Includes a RSU award granted on February 15, 2007 for a total of 30,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total RSU award will vest on February 15, 2008, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 30,000 shares remain unissued under that award as of December 31, 2007.
( 6)	Includes a RSU award granted on May 9, 2007 for a total of 40,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 50% of the total RSU award will vest on May 15, 2008, and 50% of the total RSU award will vest on May 15, 2009, subject to the Reporting Person's continued service with the Issuer. 40,000 shares remain unissued under that award as of December 31, 2007.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Edwards Neil P 21301 BURBANK BOULEVARD WOODLAND HILLS, CA 91367			SVP, Finance, Treasurer & CAO

Signatures
Neil P. Edwards		2/12/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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