Rule 424(b)(3) and Rule 424(c)
                                                         SEC File No. 333-114302

                    Prospectus Supplement dated May 21, 2004
                       To Prospectus dated April 22, 2004

                               BUYERS UNITED, INC.
                                  COMMON STOCK

         This prospectus covers 5,504,671 shares of the common stock of Buyers
United, Inc., that may be sold from time to time by the persons listed under the
caption "Selling Security Holders," beginning on page 10 of the prospectus to
which this supplement is attached. The 5,504,671 shares consist of 4,532,000
shares issued in a private placement that closed in March 2004, 808,546 shares
issued as dividends and on conversion in March 2004 of previously outstanding
preferred stock, and 164,125 shares issuable on exercise of a warrant at an
exercise price of $2.76 per share.

         Buyers United will receive the proceeds from exercise of the warrant,
but will not receive any proceeds or benefit from the resale of the shares by
the selling security holders.

         Quotations for our common stock are reported on the OTC Bulletin Board
under the symbol "BYRS." On May 19, 2004, the closing bid price for our common
stock was $2.50 per share.

         A copy of our quarterly report on Form 10-Q for the three months ended
March 31, 2004 accompanies this supplement. Our annual report on Form 10-KSB for
the year ended December 31, 2003 accompanies the prospectus. The mailing address
and telephone number of our executive office are:

                               Buyers United, Inc.
                 14870 Pony Express Road, Bluffdale, Utah 84065
                            Telephone (801) 320-3300

         See "Risk Factors" beginning on page 5 of the prospectus for
information you should consider before you purchase shares.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

              Notice About Information Presented In This Supplement

         o        This supplement may be used by the Selling Security Holders to
                  offer their shares only if accompanied by the prospectus.

         o        This supplement provides information that supersedes, or is in
                  addition to, information presented in the prospectus. If there
                  is any difference between the information presented in this
                  supplement and the information contained in the prospectus,
                  you should rely on the information in this supplement.

         o        You should rely only on the information provided in this
                  supplement and the prospectus. We have not authorized anyone
                  to provide you with different information.

         o        We do not claim the information contained in this supplement
                  or the accompanying prospectus is accurate as of any date
                  other than the dates on their respective covers.

                            SUPPLEMENTAL INFORMATION

                           Incorporation By Reference

         The Securities and Exchange Commission (SEC) allows us to incorporate
by reference certain of our publicly filed documents into this prospectus, which
means that information included in those documents is considered part of this
prospectus. By this supplement we incorporate by reference into the prospectus

         1.       Quarterly report on Form 10-Q for the quarter ended
                  March 31, 2004, as filed with the SEC on May 17, 2004;

         2.       Current Report on Form 8-K as filed with the SEC on
                  May 14, 2004;

         3.       Annual Report on Form 10-KSB as filed with the SEC on
                  March 30, 2004; and

         4.       Current Report on Form 8-K as filed with the SEC on
                  March 17, 2004.

         Upon a written or oral request, we will provide to you free of charge a
copy of any or all of such documents incorporated by reference, other than
exhibits to such documents unless the exhibits are specifically incorporated by
reference in those documents. You should direct any requests for documents to:

                            Kimm Partridge, Secretary
                               Buyers United, Inc.
                             14870 Pony Express Road
                              Bluffdale, Utah 84065
                            Telephone (801) 320-3300

                           Forward-looking Statements

         You should carefully consider the risk factors set forth in the
prospectus, as well as the other information contained in this supplement and
the prospectus. This supplement and the prospectus contain forward-looking
statements regarding events, conditions, and financial trends that may affect
our plan of operation, business strategy, operating results, and financial
position. You are cautioned that any forward-looking statements are not
guarantees of future performance and are subject to risks and uncertainties.
Actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Cautionary statements
in the "Risk Factors" and "Management's Discussion and Analysis of Operating
Results and Financial Condition" sections of the prospectus and elsewhere in
this supplement and the prospectus identify important risks and uncertainties
affecting our future, which could cause actual results to differ materially from
the forward-looking statements made in this supplement and the prospectus.

Prospectus Supplement dated May 21, 2004