Sec Form 4 Filing - MCGUIRE WILLIAM W @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MCGUIRE WILLIAM W 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) Chief Executive Officer (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) $ 5.3829 11/07/2006 D( 1 )( 2 ) V 292,000 ( 1 )( 2 ) 10/27/2007 Common Stock 292,000 ( 1 ) ( 2 ) $ 0 D Non-Qualified Stock Option (right to buy) $ 7.5 11/07/2006 A( 1 )( 2 ) 292,000 ( 1 )( 2 ) 10/27/2007 Common Stock 292,000 ( 1 ) ( 2 ) 292,000 D Non-Qualified Stock Option (right to buy) $ 5.9922 11/07/2006 D( 1 )( 2 ) ( 1 )( 2 ) 01/20/2008 Common Stock 2,000,000 ( 1 ) ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 15.625 11/07/2006 A( 1 )( 2 ) 2,000,000 ( 1 )( 2 ) 01/20/2008 Common Stock 2,000,000 ( 1 ) ( 2 ) 2,000,000 D Non-Qualified Stock Option (right to buy) $ 5.8516 11/07/2006 D( 1 )( 2 ) 2,000,000 ( 1 )( 2 ) 02/17/2009 Common Stock 2,000,000 ( 1 ) ( 2 ) $ 0 D Non-Qualified Stock Option (right to buy) $ 15.625 11/07/2006 A( 1 )( 2 ) 2,000,000 ( 1 )( 2 ) 02/17/2009 Common Stock 2,000,000 ( 1 ) ( 2 ) $ 2,000,000 D Non-Qualified Stock Option (right to buy) $ 5.0157 11/07/2006 D( 1 )( 2 ) 7,870,496 ( 1 )( 2 ) 10/13/2009 Common Stock 7,870,496 ( 1 ) ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 8.7188 11/07/2006 A( 1 )( 2 ) 7,870,496 ( 1 )( 2 ) 10/13/2009 Common Stock 7,870,496 ( 1 ) ( 2 ) 7,870,496 D Non-Qualified Stock Option (right to buy) $ 5.0157 11/07/2006 D( 1 )( 2 ) 6,000,000 ( 1 )( 2 ) 10/13/2009 Common Stock 6,000,000 ( 1 ) ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 8.7188 11/07/2006 A( 1 )( 2 ) 6,000,000 ( 1 )( 2 ) 10/13/2009 Common Stock 6,000,000 ( 1 ) ( 2 ) 6,000,000 D Non-Qualified Stock Option (right to buy) $ 5.9532 11/07/2006 D( 1 )( 2 ) 2,600,000 ( 1 )( 2 ) 03/08/2010 Common Stock 2,600,000 ( 1 ) ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 15.625 11/07/2006 A( 1 )( 2 ) 2,600,000 ( 1 )( 2 ) 03/08/2010 Common Stock 2,600,000 ( 1 ) ( 2 ) 2,600,000 D Non-Qualified Stock Option (right to buy) $ 13.1719 11/07/2006 D( 1 )( 2 ) 2,600,000 ( 1 )( 2 ) 01/17/2011 Common Stock $ 2,600,000 ( 1 ) ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 18.0475 11/07/2006 A( 1 )( 2 ) 2,600,000 ( 1 )( 2 ) 01/17/2011 Common Stock 2,600,000 ( 1 ) ( 2 ) 2,600,000 D Non-Qualified Stock Option (right to buy) $ 17.3875 11/07/2006 D( 1 )( 2 ) 2,600,000 ( 1 )( 2 ) 01/07/2012 Common Stock 2,600,000 ( 1 ) ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 25.0925 11/07/2006 A( 1 )( 2 ) 2,600,000 ( 1 )( 2 ) 01/07/2012 Common Stock 2,600,000 ( 1 ) ( 2 ) 2,600,000 D Non-Qualified Stock Option (right to buy) $ 20.06 11/07/2006 D( 1 )( 2 ) 1,950,000 ( 1 )( 2 ) 02/12/2013 Common Stock 1,950,000 ( 1 ) ( 2 ) 650,000 D Non-Qualified Stock Option (right to buy) $ 33.6246 11/07/2006 A( 1 )( 2 ) 1,950,000 ( 1 )( 2 ) 02/12/2013 Common Stock 1,950,000 ( 1 ) ( 2 ) 1,950,000 D Non-Qualified Stock Option (right to buy) $ 29.7 11/07/2006 D( 1 )( 2 ) 1,300,000 ( 1 )( 2 ) 02/11/2014 Common Stock 1,300,000 ( 1 ) ( 2 ) 1,300,000 D Non-Qualified Stock Option (right to buy) $ 43.2646 11/07/2006 A( 1 )( 2 ) 1,300,000 ( 1 )( 2 ) 02/11/2014 Common Stock 1,300,000 ( 1 ) ( 2 ) 1,300,000 D Non-Qualified Stock Option (right to buy) $ 45.28 11/07/2006 D( 1 )( 2 ) 325,000 ( 1 )( 2 ) 02/03/2015 Common Stock 325,000 ( 1 ) ( 2 ) 975,000 D Non-Qualified Stock Option (right to buy) $ 58.8446 11/07/2006 A( 1 )( 2 ) 325,000 ( 1 )( 2 ) 02/03/2015 Common Stock 325,000 ( 1 ) ( 2 ) 325,000 D Non-Qualified Stock Option (right to buy) $ 47.34 11/07/2006 D( 1 )( 2 ) 100,000 ( 1 )( 2 ) 05/02/2015 Common Stock 100,000 ( 1 ) ( 2 ) 300,000 D Non-Qualified Stock Option (right to buy) $ 60.9046 11/07/2006 A( 1 )( 2 ) 100,000 ( 1 )( 2 ) 05/02/2015 Common Stock 100,000 ( 1 ) ( 2 ) 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCGUIRE WILLIAM W C/O UNITEDHEALTH GROUP 9900 BREN ROAD EAST MINNETONKA, MN55343 Chief Executive Officer Signatures By Dannette L. Smith for William W. McGuire 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 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. See the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2006 for additional information. ( 2 )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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.