Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HEMSLEY STEPHEN J
  2. Issuer Name and Ticker or Trading Symbol
UNITEDHEALTH GROUP INC [UNH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO
(Last)
(First)
(Middle)
C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2006
(Street)

MINNETONKA, MN 55343
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 5.8594 11/07/2006   D(1)(2)(3)     1,600,000   (1)(2) 06/16/2006 Common Stock 1,600,000 $ 0 (1) (2) (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 15.625 11/07/2006   A(1)(2)(3)   1,600,000     (1)(2) 06/16/2007 Common Stock 1,600,000 $ 0 (1) (2) (3) 1,600,000 D  
Non-Qualified Stock Option (right to buy) $ 6.5313 11/07/2006   D(1)(2)(3)     480,000   (1)(2) 02/06/2008 Common Stock 480,000 $ 0 (1) (2) (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 15.625 11/07/2006   A(1)(2)(3)   480,000     (1)(2) 02/06/2008 Common Stock 480,000 $ 0 (1) (2) (3) 480,000 D  
Non-Qualified Stock Option (right to buy) $ 5.8516 11/07/2006   D(1)(2)(3)     800,000   (1)(2) 02/17/2009 Common Stock 800,000 $ 0 (1) (2) (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 15.625 11/07/2006   A(1)(2)(3)   800,000     (1)(2) 02/17/2009 Common Stock 800,000 $ 0 (1) (2) (3) 800,000 D  
Non-Qualified Stock Option (right to buy) $ 5.0157 11/07/2006   D(1)(2)     5,240,000   (1)(2) 10/13/2009 Common Stock 5,240,000 $ 0 (1) (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 8.7188 11/07/2006   A(1)(2)   5,240,000     (1)(2) 10/13/2009 Common Stock 5,240,000 $ 0 (1) (2) 5,240,000 D  
Non-Qualified Stock Option (right to buy) $ 5.9532 11/07/2006   D(1)(2)     1,200,000   (1)(2) 03/08/2010 Common Stock 1,200,000 $ 0 (1) (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 15.625 11/07/2006   A(1)(2)   1,200,000     (1)(2) 03/08/2010 Common Stock 1,200,000 $ 0 (1) (2) 1,200,000 D  
Non-Qualified Stock Option (right to buy) $ 13.1719 11/07/2006   D(1)(2)     1,200,000   (1)(2) 01/17/2011 Common Stock 1,200,000 $ 0 (1) (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 18.0475 11/07/2006   A(1)(2)   1,200,000     (1)(2) 01/17/2011 Common Stock 1,200,000 $ 0 (1) (2) 1,200,000 D  
Non-Qualified Stock Option (right to buy) $ 17.3875 11/07/2006   D(1)(2)     1,200,000   (1)(2) 01/07/2012 Common Stock 1,200,000 $ 0 (1) (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 25.0925 11/07/2006   A(1)(2)   1,200,000     (1)(2) 01/07/2012 Common Stock 1,200,000 $ 0 (1) (2) 1,200,000 D  
Non-Qualified Stock Option (right to buy) $ 20.06 11/07/2006   D(1)(2)     900,000   (1)(2) 02/12/2013 Common Stock 900,000 $ 0 (1) (2) 300,000 D  
Non-Qualified Stock Option (right to buy) $ 30.1383 11/07/2006   A(1)(2)   900,000     (1)(2) 02/12/2013 Common Stock 900,000 $ 0 (1) (2) 900,000 D  
Non-Qualified Stock Option (right to buy) $ 29.7 11/07/2006   D(1)(2)     600,000   (1)(2) 02/11/2014 Common Stock 600,000 $ 0 (1) (2) 600,000 D  
Non-Qualified Stock Option (right to buy) $ 39.7783 11/07/2006   A(1)(2)   600,000     (1)(2) 02/11/2014 Common Stock 600,000 $ 0 (1) (2) 600,000 D  
Non-Qualified Stock Option (right to buy) $ 45.28 11/07/2006   D(1)(2)     150,000   (1)(2) 02/03/2015 Common Stock 150,000 $ 0 (1) (2) 450,000 D  
Non-Qualified Stock Option (right to buy) $ 55.3583 11/07/2006   A(1)(2)   150,000     (1)(2) 02/03/2015 Common Stock 150,000 $ 0 (1) (2) 150,000 D  
Non-Qualified Stock Option (right to buy) $ 47.34 11/07/2006   D(1)(2)     62,500   (1)(2) 05/02/2015 Common Stock 62,500 $ 0 (1) (2) 187,500 D  
Non-Qualified Stock Option (right to buy) $ 57.4183 11/07/2006   A(1)(2)   62,500     (1)(2) 05/02/2015 Common Stock 62,500 $ 0 (1) (2) 62,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEMSLEY STEPHEN J
C/O UNITEDHEALTH GROUP
9900 BREN ROAD EAST
MINNETONKA, MN 55343
  X     President and COO  

Signatures

 /s/ Stephen J. Hemsley   11/09/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person has entered into an agreement, dated November 7, 2006 (the "Agreement"), with UnitedHealth Group Incorporated (the "Company") to have the exercise prices of each option with recorded grant dates between 1994 and 2002 (each, a "Subject Option") reset to the highest closing price of the Company's common stock during the recorded grant year for such particular option, except that in the case of certain options with recorded grant years in or prior to 1999, the exercise prices have been increased to the highest closing share price in 2000. In addition, the exercise prices of certain post-2002 vested options held by the reporting person have been increased to account for the value attributable to the differences between such highest closing share prices and the exercise prices of the previously exercised Subject Options. (Continued to footnote 2).
(2) See the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2006 for additional information.For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.
(3) The reporting person has acted to relinquish any personal benefit from option grants that were suspended in 1999 and reinstituted in August 2000.

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