Sec Form 4 Filing - BAHL TRACY L @ UNITEDHEALTH GROUP INC - 2006-11-07

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 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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1. Name and Address of Reporting Person BAHL TRACY L 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) CEO, Uniprise (Last) (First) (Middle) C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2006 (Street) MINNETONKA, MN55343 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 13.1719 11/07/2006 D( 1 )( 2 ) 460,000 ( 1 )( 2 ) 01/17/2011 Common Stock 460,000 ( 1 ) ( 2 ) 0 D Non-Qualified Stock Option (right to buy) ( 1 ) ( 2 ) 11/07/2006 A( 1 )( 2 ) 460,000 ( 1 )( 2 ) 01/17/2011 Common Stock 460,000 ( 1 ) ( 2 ) 460,000 D Non-Qualified Stock Option (right to buy) $ 17.3875 11/07/2006 D( 1 )( 2 ) 300,000 ( 1 )( 2 ) 01/07/2012 Common Stock 300,000 ( 1 ) ( 2 ) 0 D Non-Qualified Stock Option (right to buy) ( 1 ) ( 2 ) 11/07/2006 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) $ 20.535 11/07/2006 D( 1 )( 2 ) 200,000 ( 1 )( 2 ) 08/05/2012 Common Stock 200,000 ( 1 ) ( 2 ) 0 D Non-Qualified Stock Option (right to buy) ( 1 ) ( 2 ) 11/07/2006 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) $ 19.1625 11/07/2006 D( 1 )( 2 ) 105,000 ( 1 )( 2 ) 12/02/2012 Common Stock 105,000 ( 1 ) ( 2 ) 35,000 D Non-Qualified Stock Option (right to buy) ( 1 ) ( 2 ) 11/07/2006 A( 1 )( 2 ) 105,000 ( 1 )( 2 ) 12/02/2012 Common Stock 105,000 ( 1 ) ( 2 ) 105,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAHL TRACY L C/O UNITEDHEALTH GROUP 9900 BREN ROAD EAST MINNETONKA, MN55343 CEO, Uniprise Signatures By: Dannette L. Smith for Tracy L. Bahl 11/09/2006 Signature of Reporting Person Date

Explanation of Responses:

( 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 closing price of the Company's common stock on the applicable accounting measurement date for the grant. If any such closing price is less than the exercise price of the related option, no adjustment will be made. These accounting measurement dates are being determined by the Company (the date of the determination, the "Determination Date"). In addition, the exercise prices of certain post-2002 vested options held by the reporting person will also be increased 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 2) ( 2 )The reporting person has not listed these post-2002 options in this Form 4 as the list will not be finalized until the Company determines the applicable measurement dates for the Subject Options. Within two business days after the Determination Date, the reporting person will file an amendment to this Form 4 to reflect the amended exercise prices of all relevant stock options. 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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