FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

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1. Name and Address of Reporting Person * GOLDSTON MARK R   2. Issuer Name and Ticker or Trading Symbol UNITED ONLINE INC [UNTD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 21301 BURBANK BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 06/15/2006 (Street) WOODLAND HILLS, CA 91367 4. If Amendment, Date 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 (City) (State) (Zip) 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 06/15/2006   M   9,228 A $ 1.227 634,228 (1) D   Common Stock 06/15/2006   S   300 (2) D $ 11.43 633,928 (1) D   Common Stock 06/15/2006   S   500 (2) D $ 11.45 633,428 (1) D   Common Stock 06/15/2006   S   1,327 (2) D $ 11.46 632,101 (1) D   Common Stock 06/15/2006   S   1,308 (2) D $ 11.47 630,793 (1) D   Common Stock 06/15/2006   S   2,674 (2) D $ 11.48 628,119 (1) D   Common Stock 06/15/2006   S   2,422 (2) D $ 11.49 625,697 (1) D   Common Stock 06/15/2006   S   403 (2) D $ 11.5 625,294 (1) D   Common Stock 06/15/2006   S   86 (2) D $ 11.51 625,208 (1) D   Common Stock 06/15/2006   S   108 (2) D $ 11.52 625,100 (1) D   Common Stock 06/15/2006   S   100 (2) D $ 11.54 625,000 (1) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Stock Option (right to buy)

$ 1.227

06/15/2006

M

9,228

09/26/2001(3)

09/25/2011

Common Stock

9,228

$ 0 (4)

64,596

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOLDSTON MARK R 21301 BURBANK BLVD. WOODLAND HILLS, CA 91367	X		Chairman and CEO

Signatures

Mark R. Goldston		06/19/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes (i) 250,000 shares directly owned which are subject to repurchase by the company at the purchase price of $.0001 per share if Mr. Goldston voluntarily leaves the company prior to January 27, 2008; and (ii) 375,000 shares subject to a restricted stock unit award which will vest and become issuable in three equal annual installments on February 15, 2007, February 15, 2008 and February 15, 2009, subject to the reporting person's continued service with the issuer.
(2)	Shares sold pursuant to a Rule 10b5-1 sales plan.
(3)	The option was granted on September 26, 2001 for a total of 1,740,000 shares and was immediately exercisable for all of those shares. However, any unvested shares purchased under such option would be subject to the Issuer's right to repurchase those shares, at the exercise price paid per share, upon the Reporting Person's termination of service with the Issuer prior to vesting in such shares. 25% of the total option shares vested on September 26, 2002, and the balance vested in 36 successive equal monthly installments upon the Reporting Person's completion of each additional month of service thereafter.
(4)	This option was granted under the United Online, Inc. 2001 Stock Incentive Plan in an exempt transaction pursuant to Rule 16b-3(d).

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