UNTD United Online, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

February 15, 2008

21301 Burbank Boulevard

Woodland Hills, California 91367

(Address of principal executive offices) (Zip Code)

Telephone: (818) 287-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02(e). COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 15, 2008, the Compensation Committee of the Board of Directors of United Online, Inc. (the “Company”) awarded Mark. R. Goldston, the Company’s Chairman, President and Chief Executive Officer, and Frederic A. Randall, Jr., the Company’s Executive Vice President and General Counsel, fully-vested shares of common stock in the amount of 100,000 shares and 25,000 shares, respectively, under the Company’s 2001 Stock Incentive Plan. A portion of the shares subject to each such award was withheld by the Company in satisfaction of the applicable withholding taxes.

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