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 *
WICHMANN DAVID S
  2. Issuer Name and Ticker or Trading Symbol
UNITEDHEALTH GROUP INC [UNH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Pres, Ind & Em Mkt Grp
(Last)
(First)
(Middle)
C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2007
(Street)

MINNETONKA, MN 55343
4. If Amendment, Date Original Filed(Month/Day/Year)
11/09/2006
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) $ 8.0859 03/06/2007(1)(2)   A(1)(2)   60,000     (1)(2) 03/08/2010 Common Stock 60,000 (1) (2) 60,000 D  
Non-Qualified Stock Option (right to buy) $ 14.7891 03/06/2007(1)(2)   A(1)(2)   120,000     (1)(2) 07/26/2010 Common Stock 120,000 (1) (2) 120,000 D  
Non-Qualified Stock Option (right to buy) $ 14.5075 03/06/2007(1)(2)   A(1)(2)   240,000     (1)(2) 01/17/2011 Common Stock 240,000 (1) (2) 240,000 D  
Non-Qualified Stock Option (right to buy) $ 14.7 03/06/2007(1)(2)   A(1)(2)   80,000     (1)(2) 01/17/2011 Common Stock 80,000 (1) (2) 80,000 D  
Non-Qualified Stock Option (right to buy) $ 18.2375 03/06/2007(1)(2)   A(1)(2)   300,000     (1)(2) 01/07/2012 Common Stock 300,000 (1) (2) 300,000 D  
Non-Qualified Stock Option (right to buy) $ 22.11 03/06/2007(1)(2)   A(1)(2)   200,000     (1)(2) 08/05/2012 Common Stock 200,000 (1) (2) 200,000 D  
Non-Qualified Stock Option (right to buy) $ 20.06 03/06/2007(1)(2)   D(1)(2)     200,000   (1)(2) 02/12/2013 Common Stock 200,000 (1) (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 22.5086 03/06/2007(1)(2)   A(1)(2)   200,000     (1)(2) 02/12/2013 Common Stock 200,000 (1) (2) 200,000 D  
Non-Qualified Stock Option (right to buy) $ 26.95 03/06/2007(1)(2)   D(1)(2)     112,500   (1)(2) 11/28/2013 Common Stock 112,500 (1) (2) 37,500 D  
Non-Qualified Stock Option (right to buy) $ 29.3986 03/06/2007(1)(2)   A(1)(2)   112,500     (1)(2) 11/28/2013 Common Stock 112,500 (1) (2) 112,500 D  
Non-Qualified Stock Option (right to buy) $ 30.675 03/06/2007(1)(2)   D(1)(2)     75,000   (1)(2) 08/06/2014 Common Stock 75,000 (1) (2) 75,000 D  
Non-Qualified Stock Option (right to buy) $ 33.1236 03/06/2007(1)(2)   A(1)(2)   75,000     (1)(2) 08/06/2014 Common Stock 75,000 (1) (2) 75,000 D  
Non-Qualified Stock Option (right to buy) $ 30.675 03/06/2007(3)   D(3)     75,000   (3) 08/06/2014 Common Stock 75,000 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 31.535 03/06/2007(3)   A(3)   75,000     (3) 08/06/2014 Common Stock 75,000 (3) 75,000 D  
Non-Qualified Stock Option (right to buy) $ 39.85 03/06/2007(1)(2)   D(1)(2)     154,000   (1)(2) 12/07/2014 Common Stock 154,000 (1) (2) 154,000 D  
Non-Qualified Stock Option (right to buy) $ 42.2986 03/06/2007(1)(2)   A(1)(2)   154,000     (1)(2) 12/07/2014 Common Stock 154,000 (1) (2) 154,000 D  
Non-Qualified Stock Option (right to buy) $ 47.34 03/06/2007(1)(2)   D(1)(2)     25,000   (1)(2) 05/02/2015 Common Stock 25,000 (1) (2) 75,000 D  
Non-Qualified Stock Option (right to buy) $ 49.7886 03/06/2007(1)(2)   A(1)(2)   25,000     (1)(2) 05/02/2015 Common Stock 25,000 (1) (2) 25,000 D  
Non-Qualified Stock Option (right to buy) $ 47.34 03/06/2007(3)   D(3)     75,000   (3) 05/02/2015 Common Stock 75,000 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 48.335 03/06/2007(3)   A(3)   75,000     (3) 05/02/2015 Common Stock 75,000 (3) 75,000 D  
Non-Qualified Stock Option (right to buy) $ 57.89 03/06/2007(3)   D(3)     65,000   (3) 10/31/2015 Common Stock 65,000 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 59 03/06/2007(3)   A(3)   65,000     (3) 10/31/2015 Common Stock 65,000 (3) 65,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WICHMANN DAVID S
C/O UNITEDHEALTH GROUP
9900 BREN ROAD EAST
MINNETONKA, MN 55343
      EVP & Pres, Ind & Em Mkt Grp  

Signatures

 /s/By: Dannette L. Smith for David S. Wichmann   03/08/2007
**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) This Statement of Changes in Beneficial Ownership on Form 4 ("Form 4") amends that certain Form 4 filed by the reporting person with the Securities and Exchange Commission ("SEC") on November 9, 2006 to reflect the amended exercise prices of the options specified above. The options were repriced pursuant to an option repricing agreement the reporting person entered into with UnitedHealth Group Incorporated (the "Company") to (a) increase the exercise prices of each option with stated grant dates between 1994 and 2002 (each a "Subject Option") to the closing price of the Company's common stock on the accounting measurement date for the option grant, and (b) increase the exercise prices of certain post-2002 vested options held by the reporting person to account for the value attributable to the differences between such closing prices and the exercise prices of the previously exercised Subject Options. (Continued in footnote no 2)
(2) The accounting measurement date for each option grant was finalized on March 6, 2007 when the Company filed with the SEC its annual report on Form 10-K for the year ended December 31, 2006 and restated its prior-year financial statements. See the Form 4 filed by the reporting person with the SEC on November 9, 2006 for additional information.
(3) The reporting person has also entered into an agreement, effective as of December 22, 2006, with the Company to increase the exercise prices of the options specified above (which vested in 2005 or later and are potentially subject to a surtax under Section 409A of the Internal Revenue Code) to the closing price of the Company's common stock on the accounting measurement date for each option grant. The accounting measurement date for each option grant was finalized on March 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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