FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 *

GOLDSTON MARK R 		2. Issuer Name and Ticker or Trading Symbol

UNITED ONLINE INC [ UNTD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President & CEO
(Last)          (First)          (Middle)

21301 BURBANK BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/8/2008
(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)
Code V Amount (A) or (D) Price
Common Stock   2/8/2008     G (1)   V 144772   D $0   1808937   (2) (3) (4) (5) D  
 
Common Stock   2/8/2008     G (1)   V 144772   A $0   753352   (6) I   By Mark R. Goldston & Nancy Jane Goldston Family Trust  
Common Stock   3/12/2008     G (1)   V 167270   D $0   1641667   (2) (3) (4) (5) D  
 
Common Stock   3/12/2008     G (1)   V 167270   A $0   920622   (6) I   By Mark R. Goldston & Nancy Jane Goldston Family Trust  

Table II - Derivative Securities 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 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents a transfer of shares to a family trust of which the Reporting Person is co-trustee and co-beneficiary and of which one or more family members of the Reporting Person are also beneficiaries.
( 2)  Includes shares underlying a restricted stock unit award granted on March 24, 2005 for a total of 500,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the units vested on February 15, 2006, and the balance vests in 3 equal annual installments thereafter, subject to the Reporting Person's continued service with the Issuer. 125,000 shares remain unissued under that award.
( 3)  Includes shares underlying a restricted stock unit award granted on February 13, 2007 for a total of 250,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 33-1/3% of the units vested on February 15, 2008, and the balance vests in 2 equal annual installments thereafter, subject to the Reporting Person's continued service with the Issuer. 166,667 shares remain unissued under that award.
( 4)  Includes shares underlying a restricted stock unit award granted on April 3, 2007 for a total of 750,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. The units will vest in full on February 15, 2011, subject to the Reporting Person's continued service with the Issuer.
( 5)  Includes shares underlying a restricted stock unit award granted on March 14, 2008 for a total of 600,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 200,000 units will vest upon the Reporting Person's continuation in service through February 28, 2011. The remaining units will vest depending on the Company's highest 30-day volume-weighted average closing price for any consecutive 30-days between December 1, 2010 and February 28, 2011. However, if beginning July 1, 2009, the Company's closing share price remains at a certain threshold for at least six months, all 600,000 units will vest on the last day of the 6-month period.
( 6)  The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the shares held in such trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOLDSTON MARK R
21301 BURBANK BLVD.
WOODLAND HILLS, CA 91367 		X
Chairman, President & CEO

Signatures
Mark R. Goldston 5/1/2008
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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