SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*

Youbet.com, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

987413101

(CUSIP Number)

December 12, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)

Page 1 of 5

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No.		987413101		Page		2		of		5		Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT!

** See Item 4.

Page 3 of 5

Introduction:		Due to a clerical error, the reporting person inadvertently stated on the Amendment No. 1 to the Schedule 13G filed on December 17, 2007 (“Amendment No. 1”) that the reporting person beneficially owned 4,294,924 shares of the Issuer’s common stock when in fact the reporting person beneficially owned 4,519,924 shares of the Issuer’s common stock. Since Amendment No. 1, there have been changes to the beneficial ownership of the Issuer’s common stock held by the reporting person.

Item 3.		IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

Not Applicable, this statement is filed pursuant to 13d-1(c)

Item 4.		OWNERSHIP: The reporting person has sole voting and dispositive power with respect to 2,399,188 of the reported securities as (i) a manager of a limited liability company that is the general partner of certain limited partnerships and (ii) an individual. The reporting person has shared voting and dispositive power with respect to 2,233,583 of the reported securities as an investment advisor to the trustee of a certain family trust.

	(a)		4,632,771
	(b)		11.2%

	(c)	(i)	sole voting power: 2,399,188
		(ii)	shared voting power: 2,233,583
		(iii)	sole dispositive power: 2,399,188
		(iv)	shared dispositive power: 2,233,583

Item 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not Applicable

Item 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Other than shares held directly by Lloyd I. Miller, III, persons other than Lloyd I. Miller, III have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.

Page 4 of 5

Item 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not Applicable

Item 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable

Item 9.		NOTICE OF DISSOLUTION OF GROUP:

Not Applicable

Item 10.		CERTIFICATION:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 5 of 5

SIGNATURE

     After reasonable 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.