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) CEO & President (Last) (First) (Middle) C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2008 (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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)	$ 30.1383	02/19/2008		D(1)			900,000	(1)	02/12/2013	Common Stock	900,000	(1)	0	D
Non-Qualified Stock Option (right to buy)	$ 58.36	02/19/2008		A(1)		900,000		(1)	02/12/2013	Common Stock	900,000	(1)	900,000	D
Non-Qualified Stock Option (right to buy)	$ 20.06	02/19/2008		D(1)			300,000	(1)	02/12/2013	Common Stock	300,000	(1)	0	D
Non-Qualified Stock Option (right to buy)	$ 58.36	02/19/2008		A(1)		300,000		(1)	02/12/2013	Common Stock	300,000	(1)	300,000	D
Non-Qualified Stock Option (right to buy)	$ 39.7783	02/19/2008		D(1)			600,000	(1)	02/11/2014	Common Stock	600,000	(1)	0	D
Non-Qualified Stock Option (right to buy)	$ 58.36	02/19/2008		A(1)		600,000		(1)	02/11/2014	Common Stock	600,000	(1)	600,000	D
Non-Qualified Stock Option (right to buy)	$ 29.7	02/19/2008		D(1)			300,000	(1)	02/11/2014	Common Stock	300,000	(1)	300,000	D
Non-Qualified Stock Option (right to buy)	$ 36.2382	02/19/2008		A(1)		300,000		(1)	02/11/2014	Common Stock	300,000	(1)	300,000	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		CEO & President

Signatures

Dannette L. Smith, Attorney-In-Fact For: Stephen J. Hemsley		02/21/2008
**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)	Effective as of February 19, 2008, the reporting person increased the exercise prices of certain of his outstanding options, consistent with his intentions previously disclosed in the Report of the Special Litigation Committee dated December 6, 2007. 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.

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