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. 1)

                               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)

                      (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.

   This calculation assumes (a) the purchase of all of the issued and
outstanding shares of common stock, par value $.001 per share of,
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: [ ]


                         Amendment No. 1 to Schedule TO

         This Amendment No. 1 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 11           Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented to include the

         "On June 18, 2001, Parent and the Company were notified that the
Federal Trade Commission granted early termination of the waiting period under
the HSR Act applicable to the Offer. Parent issued a press release announcing
the early termination of the waiting period under the HSR Act, a copy of which
is attached hereto as Exhibit (a)(5)(ii) and is incorporated herein by

Item 12.         Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented to include the

"(a)(5)(ii)      Press Release issued by Parent, dated June 20, 2001."



     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/ Douglas A. Hacker
                    Name:         Douglas A. Hacker
                    Title:        President

                    UNITED NEWVENTURES, INC.

                    By:           /s/ Douglas A. Hacker
                    Name:         Douglas A. Hacker
                    Title:        President

Dated:  June 20, 2001


                                  EXHIBIT INDEX

(a)(5)(ii)        Press Release issued by Parent, dated June 20, 2001.

News Release

                        Worldwide Communications Contact:
                        Media Relations:   847.700.5538
                        Evenings/Weekends:  847.700.4088

                        Chris Brathwaite:  847.700.2278


For Immediate Release
- ----------------------

CHICAGO, Ill., June 20, 2001 -- United NewVentures, a wholly owned subsidiary of
UAL Corporation (NYSE: UAL) responsible for United Airlines' Internet
initiatives and investments, and (NASDAQ: MYPT), today announced
that one of the conditions of the tender offer has been satisfied.

         Early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, has been granted for United
NewVentures' pending acquisition of

         As previously announced, United NewVentures, through a subsidiary, has
commenced a cash tender offer to purchase all outstanding shares of common stock
of for $2.60 per share. The tender offer is currently scheduled to
expire at 12:00 midnight, New York City time, on Wednesday, July 11, 2001.

About United Airlines
         United Airlines offers nearly 2,300 flights a day on a network that
spans the globe. United's Web site is

United NewVentures Proposed Acquisition of MyPoints.Com
Clears Anti-Trust Hurdle
June 20, 2001

About United NewVentures
         United NewVentures, founded in October 2000, is a wholly owned
subsidiary of UAL Corp. that was created to focus the airline's Internet
initiatives and investments into one company. United NewVentures provides
United's customers with the latest technologies and services for their business
and leisure travel needs. These services are provided in part through, the official Web site for United Airlines, which allows passengers
to research flight, schedule and fare information and purchase travel on over
500 airlines worldwide.

About is a leading provider of Internet direct marketing and
membership services. The Company's flagship MyPoints(R) Program features a True
Opt-in(R) database of members and provides advertisers with an integrated suite
of targeted media products-including HTML-enhanced email and dynamically-served
Web offers. The Company has sales offices in cities nationwide. For detailed
product information please call 1-800-890-9351, 212-699-8050, ext. 7702 from
outside North America, or visit at

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