X0202 4 2007-02-28 0001142701 UNITED ONLINE INC UNTD 0001230439 GOLDSTON MARK R 21301 BURBANK BLVD. WOODLAND HILLS CA 91367 1 1 0 0 Chairman and CEO Common Stock 2007-02-28 4 S 0 5025 13.31 D 772175 D Common Stock 2007-02-28 4 S 0 4497 13.32 D 767678 D Common Stock 2007-02-28 4 S 0 4465 13.33 D 763213 D Common Stock 2007-02-28 4 S 0 5613 13.34 D 757600 D Common Stock 2007-02-28 4 S 0 2800 13.35 D 754800 D Common Stock 2007-02-28 4 S 0 1700 13.36 D 753100 D Common Stock 2007-02-28 4 S 0 900 13.37 D 752200 D Common Stock 2007-02-28 4 S 0 1000 13.38 D 751200 D Common Stock 2007-02-28 4 S 0 800 13.39 D 750400 D Common Stock 2007-02-28 4 S 0 200 13.40 D 750200 D Common Stock 2007-02-28 4 S 0 200 13.46 D 750000 D Includes (i) 250,000 shares directly owned which are subject to repurchase by the Issuer at the purchase price of $.0001 per share if the Reporting Person voluntarily leaves the Issuer prior to January 27, 2008; (ii) 250,000 shares subject to a restricted stock unit award which will vest and become issuable in two equal annual installments on February 15, 2008 and February 15, 2009, subject to the Reporting Person's continued service with the Issuer; and (iii) 250,000 shares subject to a restricted stock unit award which will vest and become issuable in three equal annual installments on February 15, 2008, February 15, 2009 and February 15, 2010, subject to the Reporting Person's continued service with the Issuer. This is the second of two Forms 4 filed by the Reporting Person on March 1, 2007 for transactions on February 28, 2007. Mark R. Goldston 2007-03-01