SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                   SCHEDULE TO
            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 2)

                               MYPOINTS.COM, INC.
                       (Name of Subject Company (Issuer))

                              UNV ACQUISITION CORP.

                          A WHOLLY OWNED SUBSIDIARY OF
                            UNITED NEWVENTURES, INC.

                       (Name of Filing Persons (Offeror))


                     Common Stock, Par Value $.001 Per Share
            Rights to Purchase Series A Participating Preferred Stock
                         (Title of Class of Securities)



                                    62855T102
                      (CUSIP Number of Class of Securities)



                               Francesca M. Maher
                         Senior Vice President, General
                              Counsel and Secretary
                                 UAL Corporation
                              1200 E. Algonquin Rd.
                          Elk Grove Township, IL 60007
                                 (847) 700-4000
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                and Communications on Behalf of Filing Person(s))



                                    Copy to:

                              Elizabeth A. Raymond
                                 Marc F. Sperber
                              Mayer, Brown & Platt
                            190 South LaSalle Street
                          Chicago, Illinois 60603-3441
                                 (312) 782-0600


                            CALCULATION OF FILING FEE
================================================================================
      Transaction Valuation*                            Amount of Filing Fee
--------------------------------------------------------------------------------
         $105,968,405                                       $21,194
================================================================================
* Estimated for purposes of calculating the amount of the filing fee only.


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<PAGE>


   This calculation assumes (a) the purchase of all of the issued and
outstanding shares of common stock, par value $.001 per share of MyPoints.com,
Inc., a Delaware corporation (the "Company"), together with the associated
preferred stock purchase rights issued pursuant to the Preferred Stock Rights
Agreement, dated as of December 13, 2000, between the Company and Wells Fargo
Shareholder Services, as rights agent (the "Shares"), at a price per Share of
$2.60 in cash. As of June 1, 2001, based on the Company's representation of its
capitalization as of such date, there were 40,757,079 Shares outstanding. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, equals 1/50th of one percent of the value of
the Shares proposed to be acquired.

[X]      Check the box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $21,194.00      Filing Party:  United NewVentures, Inc.
                                                       and UNV Acquisition Corp.

Form or Registration No.:  Schedule TO  Date Filed:    June 13, 2001


[ ]     Check the box if the filing relates solely to preliminary communications
        made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this
statement relates:

        [X]   third party tender offer      [   ]    going-private transaction
                 subject to Rule 14d-1                 subject to Rule 13e-3
        [   ]   issuer tender offer         [   ]   amendment to Schedule 13D
                 subject to Rule 13e-4                 under Rule 13d-2


         Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]


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<PAGE>


                         Amendment No. 2 to Schedule TO

         This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed initially with the Securities and
Exchange Commission on June 13, 2001 by United NewVentures, Inc., a Delaware
corporation ("Parent") and UNV Acquisition Corp., a Delaware corporation ("Sub")
and a wholly owned subsidiary of Parent relating to the tender offer (the
"Offer") by Sub to purchase all of the Shares of the Company, at a price per
Share of $2.60 (the "Offer Price"), net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated June 13, 2001 (the "Offer to Purchase") and in the related Letter of
Transmittal ( the "Letter of Transmittal" which, together with the Offer to
Purchase, as each may be amended or supplemented from time to time, collectively
constitute the "Offer"), copies of which were filed as Exhibits (a)(1)(i) and
(a)(1)(ii), respectively, to the Schedule TO. Terms not otherwise defined shall
have the meanings assigned to such terms in the Offer to Purchase or in the
Schedule TO.

Item 3            Identity and Background of Filing Person

The disclosure under the heading "Certain Information Concerning UAL, Parent and
Sub" on page 11 of the Offer to Purchase is hereby amended by inserting after
the second paragraph under such heading the following new paragraph:

        "UAL is a Delaware corporation with its principal executive offices
         located at 1200 E. Algonquin Rd., Elk Grove Township, IL  60007.  The 
         telephone number of UAL is (847) 700-4000.  UAL is a holding company
         and its principal subsidiary is United.  United is a major commercial 
         air transportation company, engaged in the transportation of persons,
         property and mail throughout the U.S. and abroad."


The disclosure under the heading "Certain Information Concerning UAL, Parent and
Sub" on page 11 of the Offer to Purchase is hereby amended by deleting the last
paragraph under such heading and inserting in its place the following new
paragraph:

         "Neither UAL, Parent or Sub, nor any of the persons listed in Schedule
         I to this Offer to Purchase has, during the past five years, been
         convicted in a criminal proceeding (excluding traffic violations or
         similar misdemeanors). Neither UAL, Parent or Sub, nor any of the
         persons listed in Schedule I has, during the past five years, been a
         party to any judicial or administrative proceeding (except for matters
         that were dismissed without sanction or settlement) that resulted in a
         judgment, decree or final order enjoining the person from future
         violations of, or prohibiting activities subject to federal or state
         securities laws, or a finding of any violation of federal or state
         securities laws."

Item 4            Terms of the Transaction

The disclosure under the heading "Terms of the Offer - Extension of the Offer"
on page 3 of the Offer to Purchase is hereby amended by inserting after the last
sentence of the third paragraph under such heading the following new sentence:

         "If Sub elects to provide for a "subsequent offering period" under Rule
         14d-11, upon the initial expiration of the Offer Sub will issue a press
         release no later than 9:00 a.m. Eastern time on the day after the
         initial expiration of the Offer announcing the results of the Offer,
         including the approximate number and percentage of securities deposited
         to date, as well as Sub's intention to immediately begin a "subsequent
         offering period" of not less than three and no more than 20 business
         days."

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<PAGE>

The disclosure under the heading "Acceptance of Payment and Payment for Shares"
on page 4 of the Offer to Purchase is hereby amended by deleting the first
sentence of the first paragraph under such heading and inserting in its place
the following new sentence:

         "Upon the terms and subject to the conditions of the Offer (including,
         if the Offer is extended or amended, the terms and conditions of any
         such extension or amendment), Sub will accept for payment, purchase and
         pay for all Shares which have been validly tendered and not properly
         withdrawn pursuant to the Offer promptly following expiration of the
         Offer when all conditions to the Offer described in Section 15 of this
         Offer to Purchase entitled "Certain Conditions of the Offer" have been
         satisfied or waived (other than the receipt of necessary governmental
         approvals) by Sub prior to the expiration of the Offer."

The disclosure under the heading "Certain Conditions of the Offer" on page 22 of
the Offer to Purchase is hereby amended by deleting the last sentence of the
first paragraph under such heading and inserting in its place the following new
sentence:

         "Furthermore, notwithstanding any other term of the Offer or the Merger
         Agreement, Sub shall not be required to accept for payment or, subject
         as aforesaid, to pay for any Shares not theretofore accepted for
         payment, and may terminate or amend the Offer, with the consent of the
         Company or if, at any time on or after the date of the Merger Agreement
         and before the expiration of the Offer, any of the following conditions
         exists:"

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<PAGE>




                                    SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                              UNV ACQUISITION CORP.


                             By:    /s/  Richard J. Poulton
                                    --------------------------------------------
                             Name:       Richard J. Poulton
                                    --------------------------------------------
                             Title:      Chief Financial Officer
                                    --------------------------------------------


                              UNITED NEWVENTURES, INC.


                              By:    /s/  Richard J. Poulton
                                     -------------------------------------------
                              Name:       Richard J. Poulton
                                     -------------------------------------------
                              Title:      Chief Financial Officer
                                     -------------------------------------------




Dated:  July 2, 2001


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