SecProbe.io

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Mail Stop 4-06

								October 17, 2005

Mark R. Goldston
Chief Executive Officer
United Online, Inc.
21301 Burbank Boulevard
Woodland Hills, CA 91367

	Re:	United Online, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
Forms 10-Q for Fiscal Quarters Ended March 31, 2005
and June 30, 2005
      Form 8-K filed August 2, 2005
      File No. 000-33367

Dear Mr. Goldston:

      We have reviewed your response letter dated September 8,
2005
and have the following comments.  Please note that we have limited
our review to the matters addressed in the comments below.  We may
ask you to provide us with supplemental information so we may
better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Prior Comment no. 2 and 3
1. In your response to our comment no. 2 you indicate that
Adjusted
OIBDA and Adjusted Net Income exclude certain items that do not
impact the company`s cash flows.  In addition we note from your
response that management utilizes Adjusted OIBDA to assess the
company`s ability to make capital expenditures, fund working
capital
requirements, incur and repay indebtedness, pay dividends and fund
strategic initiatives.  Considering your response that Adjusted
OIBDA
and Adjusted Net Income, either exclude items that do not impact
the
Company`s cash flows and/or that management utilizes these
measures
to assess other items of liquidity, tell us why these Non-GAAP
measures are not considered measures of liquidity and reconciled
to
the most comparable GAAP liquidity measure.

2. You indicate in response to our comment no. 2 that Adjusted
OIBDA
and Adjusted Net Income exclude certain items that are not
reflective
of the company`s core operating results over time.  Considering
both
of these Non-GAAP measures exclude charges, such as stock
compensation expense and depreciation and amortization, which
appear
to be recurring charges, tell us why the items excluded are not
reflective of the company`s core operating results.

3. We note from your response to comment no. 2 that you do not
believe there are material limitations associated with the use of
Adjusted OIBDA and Adjusted Net Income but that there are
limitations
with using these measures.  Tell us why the exclusion of material
recurring charges, such as stock compensation, depreciation and
income taxes, are not considered material limitations in utilizing
these Non-GAAP measures, as compared to the use of the most
directly
comparable GAAP financial measure which includes these recurring
charges.

4. In your responses to our comments no. 2 and 3 you indicate that
the requirements of Item 10(e)(1) of Regulation S-K and Question 8
of
the Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures do not apply to furnished information under
Item 2
of Form 8-K which is not consistent with the guidance of SEC
Release
No 33-8176 or instruction 2 to Item 2.02 of  Form 8-K.  Tell us
how
you plan to address the disclosure requirements of 10 (e) (1) (i)
of
Regulation S-K and Regulation G relating to Non-GAAP financial
measures and provide us with your revised disclosures.  Also be
advised that if the Company continues to include a reconciliation
of
Net Income to Adjusted Net Income on a line by line item basis in
future filings, the disclosures required pursuant to the
aforementioned Regulations would apply to each adjusted financial
statement line item.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      You may contact Megan Akst, Staff Accountant, at (202) 551-
3407
or Tom Ferraro, Senior Staff Accountant who supervised this
review,
at (202) 551-3225 if you have questions regarding comments on the
financial statements and related matters, or me at (202) 551-3730
with any other questions.

							Very truly yours,

							Kathleen Collins
      Accounting Branch Chief
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Mark Goldston
United Online, Inc.
October 17, 2005
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