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)

7/28/2010
(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   7/28/2010     M    14700   A $3.334   3395536   (1) (2) (3) (4) (5) D    
Common Stock   7/28/2010     S (6)    14700   D $6.585   (7) 3380836   (1) (2) (3) (4) (5) D    
Common Stock                  920622   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
Stock Option (Right to Buy)   (8) $3.334   7/28/2010     M         14700    2/9/2001   (9) 2/8/2011   Common Stock   14700   $0   321947   D    

Explanation of Responses:
( 1)  Includes 750,000 shares subject to a restricted stock unit award granted on April 3, 2007 that will be issued as those units vest.
( 2)  Includes 600,000 shares subject to a restricted stock unit award granted on March 14, 2008 that will be issued as those units vest.
( 3)  Includes 433,334 shares subject to a restricted stock unit award granted on August 26, 2008 that will be issued as those units vest.
( 4)  Includes 181,250 shares subject to a restricted stock unit award granted on March 6, 2009 that will be issued as those units vest.
( 5)  Includes 500,000 shares subject to a restricted stock unit award granted on February 15, 2010 that will be issued as those units vest.
( 6)  The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 27, 2010.
( 7)  Represents the weighted average sale price per share. The actual sales prices ranged from a low of $6.51 to a high of $6.732. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
( 8)  This option was granted under the United Online, Inc. 2001 Stock Incentive Plan in an exempt transaction pursuant to Rule 16b-3(d).
( 9)  The option was granted on February 9, 2001 for a total of 600,000 shares and was immediately exercisable for all of those shares. However, any unvested shares purchased under such option would be subject to the Issuer's right to repurchase those shares, at the exercise price paid per share, upon the Reporting Person's termination of service with the Issuer prior to vesting in such shares. 25% of the total option shares vested on February 9, 2002, and the balance vested in 36 successive equal monthly installments upon the Reporting Person's completion of each additional month of service thereafter.

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
/s/ Mark R. Goldston 7/29/2010
** 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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