SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* POPEK GERALD (Last) (First) (Middle) 21301 BURBANK BLVD. (Street) WOODLAND HILLS CA 91367 (City) (State) (Zip)	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) EVP, CTO
	3. Date of Earliest Transaction (Month/Day/Year) 02/15/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	02/15/2008		G	V	27,426(1)	D	$0	212,484	D
Common Stock	02/15/2008		G	V	27,426(1)	A	$0	88,587	I	Held in Trust
Common Stock	05/13/2008		S		300	D	$11.87	212,184(2)(3)(4)(5)	D
Common Stock	05/13/2008		S		400	D	$11.88	211,784(2)(3)(4)(5)	D
Common Stock	05/13/2008		S		1,000	D	$11.89	210,784(2)(3)(4)(5)	D
Common Stock	05/13/2008		S		600	D	$11.9	210,184(2)(3)(4)(5)	D
Common Stock	05/13/2008		S		500	D	$11.91	209,684(2)(3)(4)(5)	D
Common Stock	05/13/2008		S		1,300	D	$11.92	208,384(2)(3)(4)(5)	D
Common Stock	05/13/2008		S		50	D	$11.93	208,334(2)(3)(4)(5)	D
Common Stock	05/13/2008		S		50	D	$11.93	88,537	I	Held in Trust
Common Stock	05/13/2008		S		1,200	D	$11.94	87,337	I	Held in Trust
Common Stock	05/13/2008		S		9,447	D	$11.95	77,890	I	Held in Trust
Common Stock	05/13/2008		S		38,450	D	$11.96	39,440	I	Held in Trust
Common Stock	05/13/2008		S		6,603	D	$11.97	32,837	I	Held in Trust
Common Stock	05/13/2008		S		100	D	$12.01	32,737	I	Held in Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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 by the Reporting Person to a trust of which the Reporting Person is a trustee and a beneficiary.

2. Includes a restricted stock unit award granted on March 24, 2005 for a total of 100,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total restricted stock unit award 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. 25,000 shares remain unissued under that award.

3. Includes a restricted stock unit award granted on February 13, 2007 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. 33-1/3% of the total restricted stock unit award 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. 33,334 shares remain unissued under that award.

4. Includes a restricted stock unit award granted on August 15, 2007 for a total of 100,000 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 August 15, 2010 subject to the Reporting Person's continued service with the Issuer.

5. Includes a restricted stock unit award granted on February 15, 2008 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. The restricted stock unit award will vest in 3 equal annual installments from February 15, 2008, subject to the Reporting Person's continued service with the Issuer.

Remarks:

	Gerald J. Popek	05/15/2008
	** 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 Number.