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November 10, 2005

VIA
EDGAR

Ms. Kathleen Collins

Accounting Branch Chief

Division of Corporation
Finance

United State Securities
and Exchange Commission

Mail Stop 4-06

Washington, D.C.  20549

Re:                               Response
to Comment Letter dated October 17, 2005

Ms. Collins:

In
light of our conversation with Mr. Tom Ferraro on October 26, 2005,
we revised our disclosures in our most recent earnings release, which was
furnished under Item 9.01 in a Current Report on Form 8-K to the U.S.
Securities and Exchange Commission on November 2, 2005, to address each of
the issues raised in the Staff’s comment letter dated October 17, 2005 to
Mark R. Goldston, Chairman, Chief Executive Officer and President of United
Online, Inc.  For the convenience of
the Staff, we have repeated your comments 1 through 4 in italic type below, and
our response to each comment follows each numbered comment.

Comment No. 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.

Response to Comment No. 1:

We view Adjusted OIBDA and Adjusted Net Income
primarily as performance measures and have revised our disclosure
accordingly.  The discussion in the
earnings release of Adjusted OIBDA and Adjusted Net Income read as follows:

Adjusted OIBDA:

“Adjusted operating income before depreciation and amortization
(adjusted OIBDA) is defined as operating income before depreciation,
amortization, stock-based compensation and facility-exit costs. Management
believes that because adjusted OIBDA excludes certain items that (1) do
not impact the company’s cash flows (such as depreciation, amortization and
stock-based compensation); or (2) management believes are not reflective
of the company’s core operating results over time (non-recurring facility-exit
costs in the September 2004 quarter related to the

relocation of the company’s corporate offices), this measure provides
investors with additional useful information to measure the company’s
performance, particularly with respect to changes in performance from period to
period. Management uses adjusted OIBDA to measure the company’s performance and
monitors adjusted OIBDA to ensure compliance with specific financial covenants
in our term loan agreement.  The company’s
Board of Directors uses this measure in determining certain compensation
incentives for certain members of the company’s management.  Adjusted OIBDA is not determined in
accordance with generally accepted accounting principles (GAAP) and should be
considered in addition to, not as a substitute for or superior to, financial
measures determined in accordance with GAAP.
A limitation associated with the use of adjusted OIBDA is that it does
not reflect the periodic costs of certain capitalized tangible and intangible
assets used in generating revenues in the company’s business.  Management evaluates the costs of such
tangible and intangible assets through other financial measures such as capital
expenditures and purchase accounting.  An
additional limitation associated with this measure is that it does not include
stock compensation expenses related to the company’s workforce.  Management compensates for this limitation by
providing supplemental information about stock compensation expense on the face
of the consolidated statements of operations.
Management does not believe either of these limitations is material,
particularly when such measure is disclosed with its most comparable GAAP
financial measure, operating income.  A
reconciliation to operating income is provided in the accompanying tables.”

Adjusted Net Income:

“Adjusted net income is defined as net income before the after-tax
effect of amortization of intangible assets, stock-based compensation and
facility-exit costs. Management believes that adjusted net income provides
investors with additional useful information to measure the company’s financial
performance, particularly from period to period, exclusive of (1) certain
non-cash expenses (such as amortization and stock-based compensation); and (2) other
items which management believes are not reflective of the company’s core
operating results over time (non-recurring facility-exit costs in the September 2004
quarter related to the relocation of the company’s corporate offices).  Management also uses adjusted net income for
this purpose.  Adjusted net income is not
determined in accordance with generally accepted accounting principles (GAAP)
and should be considered in addition to, not as a substitute for or superior
to, financial measures determined in accordance with GAAP.  The limitations of adjusted net income are
that, similar to adjusted OIBDA, it does not include certain costs, and the
term adjusted net income does not have a standardized meaning.  Therefore, other companies may use the same,
or a similarly named measure but exclude different items, which may not provide
investors a comparable view of the company’s performance in relation to other
companies in the same industry.
Management compensates for this limitation by presenting the most
comparable GAAP measure, net income, directly ahead of adjusted net income in
this earnings release and by providing a reconciliation that shows and
describes the adjustments made.
Management does not believe these limitations are material, particularly
when such measure is disclosed with its most comparable GAAP financial measure,
net income.  A reconciliation to net
income is provided in the accompanying tables.”

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Comment No. 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.

Response to Comment No. 2:

We clarified our disclosure in response to Comment No. 2
to more clearly show that the expenses we incurred in moving our corporate
headquarters are non-recurring.  The
revised disclosure is set forth in response to Comment No. 1 above.

Comment No. 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.

Response to Comment No. 3:

We revised the disclosure in our most recent earnings
release to address the limitations associated with the use of each non-GAAP measure.  While we recognize that there are limitations
associated with the use of these Non-GAAP measures as a result of the exclusion
of certain recurring charges – including material charges – we do not believe
that these limitations are material when each such measure is disclosed in an
equal or less prominent manner than, and is clearly reconciled with, its most
comparable GAAP financial measure.  We
believe that presenting such Non-GAAP measures within this context provides
investors with additional useful information in evaluating the company’s
performance.

Comment No. 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 Regulation would apply to each adjusted financial statement line
item.

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Response to Comment 4:

In our most recent earnings release we revised the
reconciliation of Net Income to Adjusted Net Income as outlined in our response
dated September 8, 2005 to the Staff’s initial comment letter dated August 25,
2005 and will continue to present the reconciliation in this manner in the
future.

Please feel free to contact me directly at 818-287-3318
should further discussion on the above points be necessary.

  Respectfully submitted,

  /s/ Charles S. Hilliard

  Charles S. Hilliard

  Executive Vice President, Finance

  and Chief Financial Officer

cc:                                 Megan Akst, Division of Corporation
Finance

Tom Ferraro, Division of Corporation Finance

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