Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ammann Charles B.

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/15/2009 

3. Issuer Name and Ticker or Trading Symbol

UNITED ONLINE INC [UNTD]

(Last)        (First)        (Middle)

C/O UNITED ONLINE, 21301 BURBANK BLVD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP, General Counsel, Sec. /

(Street)

WOODLAND HILLS, CA 91367       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   91015   (1) (2) (3) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Includes 12,500 shares subject to a restricted stock unit award granted on August 15, 2006 that will be issued as those units vest in four successive equal quarterly installments upon the Reporting Person's continuation in service with the Issuer over the one-year period measured from August 15, 2009.
( 2)  Includes 15,625 shares subject to a restricted stock unit award granted on February 15, 2008 that will be issued as those units vest in ten successive equal quarterly installments upon the Reporting Person's continuation in service with the Issuer over the two and one-half year period measured from August 15, 2009.
( 3)  Includes 25,000 shares subject to a restricted stock unit award granted on February 15, 2009 that will be issued as those units vest in successive equal annual installments upon the Reporting Person's continuation in service with the Issuer over the four-year period measured from February 15, 2009.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ammann Charles B.
C/O UNITED ONLINE
21301 BURBANK BLVD
WOODLAND HILLS, CA 91367


EVP, General Counsel, Sec.

Signatures
Charles B. Ammann 8/18/2009
** 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 5(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.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby

constitutes and appoints Frederic A. Randall, Jr. and Rebecca

Kwok, as each of them, are true and lawful attorney-in

fact to:



1. execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of

United Online, Inc. (the "Company"), any and all Forms 3, 4

and 5 required to be filed by the undersigned in accordance

with Section 16(a) of the Securities Exchange Act of 1934

and the rules thereunder;



2.   do and perform any and all acts for and on behalf of

the undersigned which may be necessary or desirable to complete

and execute any such Form 3, 4 or 5 and timely file such

form with the United States Securities and Exchange

Commission and any stock exchange or similar authority; and



3.   take any other action of any type whatsoever in

connection with the foregoing which, in the opinion of such

attorney-in-fact, may be of benefit to, in the best interest

of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in

fact on behalf of the undersigned, pursuant to this Power of

Attorney, shall be in such form and shall contain such terms

and conditions as such attorney-in-fact may approve in his

discretion.



The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform all and every act

and thing whatsoever requisite, necessary, and proper to be

done in the exercise of any of the rights and powers herein

granted, as fully to all intents and purposes as the

undersigned might or could do if personally present, with

full power of substitution or revocation, hereby ratifying

and confirming all that such attorney-in-fact, or his

substitute or substitutes, shall lawfully do or cause to be

done by virtue of this Power of Attorney and the rights and

powers herein granted.  The undersigned acknowledges that no

such attorney-in-fact, in serving in such capacity at the

request of the undersigned, is hereby assuming, nor is the

Company hereby assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities

Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect

until the undersigned is no longer required to file Forms 3,

4 and 5 with respect to the undersigned's holdings of and

transactions in securities issued by the Company, unless

earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 17th day of August 2009.



Charles B. Ammann