SecProbe.io

Mail Stop 6010         January 9, 2008   Thomas L. Strickland, Esq. Executive Vice President and Chief Legal Officer UnitedHealth Group Incorporated 9900 Bren Road East Minnetonka, Minnesota 55343
Re: UnitedHealth Group Incorporated
 Registration Statement on Form S-4  File Number 333-148338
Dear Mr. Strickland:

This is to advise you that we have limited our review of th e above referenced registration
statement.  We have the following comment:
1. We note that you are registering the exchange notes in reliance on Staff`s position set
forth in Exxon Capital Holdings  Corporation  (May 13, 1988), Morgan Stanley & Co.
Incorporated  (June 5, 1991), and Shearman & Sterling  (July 2, 1993).  Accordingly, with
your next filing, please provide us with a s upplemental letter stat ing you are registering
the exchange offer in reliance on Staff`s pos ition contained in thes e no-action letters.
Also include in the supplemental lette r the representations  contained in the Morgan
Stanley  and Shearman & Sterling  no-action letters.

* * *

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.   Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
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• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities 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 Divisi on of Corporation Finance in connection with
our review of your filing or in re sponse to our comments on your filing.
  We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
Please contact John Krug at (202) 551-3862 or  me at (202) 551-3715 with any questions.
        S i n c e r e l y ,            J e f f r e y  P .  R i e d l e r         A s s i s t a n t  D i r e c t o r    cc: Richard J. Mattera, Esq.  Hogan & Hartson, LLP  One Tabor Center  1200 Seventeenth Street, Suite 1500  Denver, Colorado 80202