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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A  AMENDMENT NO. 1

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
|--- | -----------------------------------------------------------------------------------

For the fiscal year ended June 30, 2001

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from  to

Commission file number 000-27405

NETZERO, INC.(Exact Name of Registrant as Specified in Its Charter)

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Delaware(State or Other Jurisdiction
of Incorporation or Organization)

95-4644384(I.R.S. Employer
Identification No.)2555 Townsgate Road, Westlake Village, California(Address of Principal Executive Offices)

91361(Zip Code)


Registrant's Telephone Number, Including Area Code: (805) 418-2000

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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value(Title of Class)

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

Indicate
by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K / /

As
of September 21, 2001, the aggregate market value of voting stock held by non-affiliates of the registrant, based upon the last reported sales price of the
registrant's common stock on such date as reported by the Nasdaq National Market was approximately $32.5 million (calculated by excluding shares owned beneficially by directors and officers).
As of September 21, 2001, there were 125,743,481 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

This Annual Report on Form 10-K incorporates certain information by reference from the Joint Proxy Statement/Prospectus of United
Online, Inc. ("Proxy Statement/Prospectus") as filed with the Securities and Exchange Commission on August 30, 2001 (pursuant to Rule 424(b)) and Amendment No. 2 to the
Registration Statement on Form S-4 of United Online, Inc. of which that prospectus is a part (Registration No. 333-63704).

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EXPLANATORY NOTE

The Consent of Independent Accountants, which was filed as Exhibit 23.1 to the Registrant's Annual Report on Form 10-K with the
Securities and Exchange Commission on September 25, 2001, inadvertently did not include the typed signature of PricewaterhouseCoopers LLP, the Registrant's independent accountants. The sole
purpose of this Amendment No. 1 to Annual Report on Form 10-K is to refile Exhibit 23.1 with the typed signature of PricewaterhouseCoopers LLP. In all other respects,
the Registrant's Annual Report on Form 10-K remains the same.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
Amendment No. 1 to Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake Village, State of
California, on September 28, 2001.

| |  | NETZERO, INC.
| |  | -------------
| |  | By:          

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 has been signed below by the following persons in the capacities and on the
dates indicated:

|Signature                                 |  | Title                                                                                                   |  | Date              
|----------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | ------------------
|                                          |  |                                                                                                         |  |                   
|/s/MARK R. GOLDSTONMark R. Goldston       |  | Chairman, Chief Executive Officer and President (Principal Executive Officer)                           |  | September 28, 2001
|/s/CHARLES S. HILLIARDCharles S. Hilliard |  | Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) |  | September 28, 2001
|*James T. Armstrong                       |  | Director                                                                                                |  | September 28, 2001
|*Robert Berglass                          |  | Director                                                                                                |  | September 28, 2001
|*Jennifer S. Fonstad                      |  | Director                                                                                                |  | September 28, 2001
|*Dennis Holt                              |  | Director                                                                                                |  | September 28, 2001

|*By: |  | /s/FREDERIC A. RANDALL, JR.Frederic A. Randall, Jr. Attorney-in-Fact |  |  |  | 
|---- |  | -------------------------------------------------------------------- |  |  |  | 

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