FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 * LEATHERDALE DOUGLAS W 2. Issuer Name and Ticker or Trading Symbol UNITEDHEALTH GROUP INC [UNH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O UNITEDHEALTH GROUP INCORPORATED, 9900 BREN ROAD EAST 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2007 (Street) MINNETONKA, MN 55343 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 12/18/2007   G 1,500 D $ 0 868,365 D   Common Stock 12/18/2007   G(1) 250 D $ 0 868,115 D   Common Stock 12/18/2007   G(1) 250 D $ 0 867,865 D   Common Stock 12/18/2007   G(1) 250 D $ 0 867,615 D   Common Stock 12/18/2007   G(1) 250 A $ 0 1,150 (2) I by Trust Common Stock 12/18/2007   G(1) 250 A $ 0 1,150 (2) I by Trust 2 Common Stock 12/18/2007   G(1) 250 A $ 0 1,150 (2) I by Trust 3

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

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SEC 2270 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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 at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEATHERDALE DOUGLAS W C/O UNITEDHEALTH GROUP INCORPORATED 9900 BREN ROAD EAST MINNETONKA, MN 55343	  X	Â	Â	Â

Signatures

By: Dannette L. Smith, Attorney-In-Fact For: Douglas W. Leatherdale		02/08/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares were gifted to an irrevocable trust for the benefit of the reporting person's grandchild and the reporting person is the trustee of the irrevocable trust.
(2)	These shares are owned directly by an irrevocable trust for the benefit of the reporting person's grandchild. The total includes 250 shares gifted by the reporting person on December 18, 2007 as well as 900 shares previously gifted to the trust. The prior gifts were reported on the reporting person's Forms 4 filed on February 11, 2003, January 6, 2004, January 5, 2005 and December 22, 2005, but those Forms 4 did not list the trust's holdings as indirectly owned. The reporting person disclaims beneficial ownership of the shares held by his grandchild's irrevocable trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by the irrevocable trust for purposes of Section16 or for any other purpose.

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