SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                  June 3, 2009   Mr. George Mikan Executive Vice President and Chief Financial Officer  UnitedHealth Group Incorporated 9900 Bren Road East Minnetonka, MN  55343
Re: UnitedHealth Group Incorporated
Form 10-K for the Period Ended December 31, 2008 Form 10-Q for the Quarterly Period Ended March 31, 2009 File No. 001-10864

Dear Mr. Mikan:

We have reviewed your filings and have the following comments. In our
comments, we ask you to provide us with  information to better understand your
disclosure. Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as ap plicable, in which you intend to firs t include it.    If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision
is unnecessary.  After reviewing the info rmation provided, we may raise additional
comments and/or request that you amend your filing.

 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 for the Period Ended December 31, 2008

Item 1A.    Risk Factors

“If we fail to comply with federal and stat e regulations, or fail to respond quickly…”
page 15

1. On page 16 you state that in August 2007, you entered into a multi-state national
agreement with regulatory offices in 39 states and the District of Columbia
relating to the legacy UnitedHealthcare fu lly insured commercial business.  You
also state that the agreement contains several requirements and standards which

Mr. George Mikan
UnitedHealth Group Incorporated June 3, 2009 Page 2
 the company must meet or it will be subject to fines and penalties.  Please revise
your business section to provide a descri ption of the material terms of the
agreement, including, but not limited to the rights obtained, material obligations
of the company, potential fees and penaltie s, term and termination provisions.  In
addition, please file a copy of  this agreement.  Altern atively, please provide us
with a detailed analysis which supports your apparent conclusi on that you are not
required to file this agreement pursuant to  Item 601(b)(10) of  Regulation S-K.
      Financial Statements

Consolidated Statements of Cash Flows, page 55

2. Please disclose the cash inflows from maturities of investments and the cash
inflows from sales of investments on se parate line items.  Please also discuss
changes in cash inflows from maturities of investments and sale of investments
under liquidity, financial res ources and capital resources.
 4.  Cash, Cash Equivalents and Investments, page 67

3. Please disclose the circumstances giving ri se to the unrealized investment losses
on mortgage-backed securities and why you believe the losses to be temporary.
Your discussion should quantify the amount , if any, of underlying mortgages that
defaulted in repayment.

4. You disclose that mortgage-backed s ecurities include U.S. agency-backed
mortgage pass-through securities.  Please disclose the following:

• The amount of U.S. agency mortgage -backed securities versus non-U.S.
agency mortgage backed securities and the related re spective unrealized
losses on these investments;
• Your exposure to sub-prime mortgage-backed securities;
• Your exposure to Alt-A, Home Equity  Lines of Credit and other high risk
mortgages;
• A table of mortgage-backed securities by origination year and credit rating
over the past five years; and
• A table of mortgage-backed securiti es in an unrealized loss position by
credit rating distribution.
 5.  Fair Value Measurements, page 69

5. You disclose that you perform quarterly an alyses on the prices received from the
pricing service to determine whether the prices are reas onable estimates of fair
value.  Please disclose the process involve d in validating the prices received from
the pricing service to ascertain the reas onableness of the fair value estimates.

Mr. George Mikan
UnitedHealth Group Incorporated June 3, 2009 Page 3
 Equity Securities, page 71

6. Revise your disclosure to  describe the market model and the significant
assumptions you used at each balance sheet date in determining the fair value of
your equity securities.

Definitive Proxy Statement on Schedule 14A filed April 23, 2009

7. On page 23 of your proxy statement you disc lose that in addition to the peer
group data “the Compensation Committee al so considered general industry data
maintained by Towers Perrin, which includes approximately 800 companies, as well as a subset of the companies incl uded in the general industry data, with
revenues in excess of $50 billion.” You al so disclose that “the Compensation
Committee believes that the data derived from the peer group companies does not
contain comparable roles for two of th e Company’s executive officers.”  Please
expand your disclosure to name thes e two executive officers and provide
additional disclosure on how your compen sation committee uses this information
in determining compensation.  If your comp ensation committee uses this data as a
reference point on which, wholly or in  part, to base, justify or provide a
framework for a compensation decision, pleas e revise to disclose the names of
each of these companies.  See Regulation S-K C&DI Question 118.05.

Form 10-Q for the Quarterly Period Ended March, 31, 2009

5.  Medical Costs and Medica l Costs Payable, page 10

8. Please revise your disclosure to identif y and quantify each of the factors that
contributed to favorable development of  medical costs of $200 million during the
quarters ended March 31, 2008 and March 31, 2009.

*    *    *    *

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 provides the requested information.  Detailed letters greatly facilitate our
review.  Please furnish your letter on EDGAR 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 the filing includes 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:

Mr. George Mikan
UnitedHealth Group Incorporated June 3, 2009 Page 4

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• 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 comments 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.
Please contact Kei Ino, Staff Accountant,  at (202) 551-3659 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551- 3752 if you have questions regarding the
processing of your response as well as any questions regarding comments on the financial
statements and related matters.  You may cont act Jennifer Riegel, Se nior Staff Attorney
at (202) 551-3575 with questions on any of th e other comments.  In this regard, do not
hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant