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Mail Stop 6010

                                                                                                April 26, 2006

Mr. William W. McGuire, M.D.
Chairman and Chief Executive Officer
UNITEDHEALTH GROUP INCORPORATED
9900 Bren Road East
Minnetonka, MN  55343

Re: UNITEDHEALTH GROUP INCORPORATED
Form 10-K for the Fiscal Year Ended December 31, 2005
Filed February 24, 2006
 File No. 001-10864

Dear Mr. McGuire:

We have limited our review of your filing to  the issues we have addressed in our
comments.  In our comments, we ask you to provide us with information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K – December 31, 2005

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18

2005 Results Compared to 2004 Results, page 18

Consolidated Financial Results, page 18

Mr. William W. McGuire, M.D.
UNITEDHEALTH GROUP INCORPORATED
April 26, 2006 Page 2
Medical Costs, page 19

1. Please provide us in disclosure-type form at a further discussion of your statement
that your favorable experience in the curre nt period was driven by “growth in the
size of the medical cost base and related medical payables due to organic growth
and businesses acquired since the beginning of  2004.”  It is not clear to us what
this means and how it favorably im pacted your prior year reserves.

Financial Condition, Liquidity and Capital Resources at December 31, 2005, page 27

Liquidity and Capital Resources, page 27

2. Please provide us in disclosure-type format  a further discussion of the impact of
the restrictions on dividends  that the regulated subsid iaries can pay.  Include
quantification of the amount s available without regulator y approval as well as a
discussion of the impact that their inab ility to pay these dividends may have on
your operations.

Critical Accounting Policies and Estimates, page 32

Medical Costs, page 32

3. In disclosure-type format, please provide a revised medical costs discussion to include a more robust discussion of the si gnificant assumptions that will result in
variances to your recorded reserves.  Focus your sensitivity analysis on the reasonably likely impact that a change  in these assumption may have on your
reserves.  Please note that me rely applying a percentage to your carried reserves
and stating that this is the impact it would have on your income statement does
not appear to accomplish this objective.

Item 8.  Financial Statements and Supplementary Data, page 42

Notes to the Consolidated Financial Statements, page 46

2.  Summary of Significant Accounting Policies, page 46

Derivative Financial Instruments, page 49

4. In a disclosure-type format, please provide the fair value of the swap instruments, where they are classified within your ba lance sheet, and the net gain or loss
recognized in earnings during the periods reported in accordance with paragraph
10 of SFAS 107 and paragraph 45(a) of SFAS 133.  In addition, please tell us why
debts do not appear to be adjusted to thei r fair values as required under fair value
hedge accounting.

Mr. William W. McGuire, M.D.
UNITEDHEALTH GROUP INCORPORATED
April 26, 2006 Page 3

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please file your letter on E DGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Keira Ino, Staff Accountant, at (202)  551-3659 or Jim Atkinson,
Accounting Branch Chief, at (202) 551- 3674 if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant