S-8

Registration No. 333-            

As filed with the Securities and Exchange Commission on August 9, 2004

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

Minnesota	41-1321939
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, Minnesota 55343

(Address, including zip code, of registrant’s principal executive offices)

Oxford Health Plans, Inc. Deferred Compensation Plan

Oxford Health Plans, Inc. 2002 Non-Employee Director Stock Option Plan

Oxford Health Plans, Inc. 2002 Equity Incentive Compensation Plan

Oxford Health Plans, Inc. Daniel N. Gregoire Stock Option Agreement

Oxford Health Plans, Inc. Norman G. Payson Stock Option Agreement

Oxford Health Plans, Inc. 1997 Independent Contractor Stock Option Plan

Oxford Health Plans, Inc. 1992 Non-Employee Director Stock Plan

Oxford Health Plans, Inc. 1991 Stock Option Plan

(Full title of the plan)

David J. Lubben, Esq.

General Counsel and Secretary

UnitedHealth Group Incorporated

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, Minnesota 55343

(952) 936-1300

(Name, address and telephone number, including area code, of agent for service of process)

Copy to:

Jonathan B. Abram, Esq.

Dorsey & Whitney LLP

50 South Sixth Street

Suite 1500

Minneapolis, Minnesota 55402

(612) 340-2600

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1) (2)	Proposed maximum offering price per share (3)		Proposed maximum aggregate offering price (3)		Amount of registration fee
Common Stock, $0.01 par value per share	159,110	$	61.245	$	9,744,692	$	1,235

(1) The shares being registered consist of additional shares issuable under the Oxford Health Plans, Inc. Deferred Compensation Plan, the Oxford Health Plans, Inc. 2002 Non-Employee Director Stock Option Plan, the Oxford Health Plans, Inc. 2002 Equity Incentive Compensation Plan, the Oxford Health Plans, Inc. Daniel N. Gregoire Stock Option Agreement, the Oxford Health Plans, Inc. Norman G. Payson Stock Option Agreement, the Oxford Health Plans, Inc. 1997 Independent Contractor Stock Option Plan, the Oxford Health Plans, Inc. 1992 Non-Employee Director Stock Plan and the Oxford Health Plans, Inc. 1991 Stock Option Plan.

(2) Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement also covers any additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with the terms of the plans.

(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The proposed maximum aggregate offering price is based upon the average of the high and low prices of the registrant’s Common Stock traded on the New York Stock Exchange as reported on the consolidated reporting system on August 6, 2004.

Explanatory Note

Pursuant to Instruction E of Form S-8, this Registration Statement on Form S-8 relates to the registration of an additional 159,110 shares of the registrant’s common stock that are issuable under eight stock-based employee benefit plans of Oxford Health Plans, Inc. (the “Plans”), which were assumed by the registrant in connection with the merger of Oxford Health Plans, Inc. and Ruby Acquisition LLC, a wholly owned subsidiary of the registrant. The registrant has previously registered 7,436,793 shares of its common stock for issuance under the Plans under a Registration Statement on Form S-8 (File No. 333-117769) filed with the Commission on July 30, 2004, the contents of which are incorporated herein by reference.

Item 8. Exhibits.

Exhibit Number	Description
5	Opinion of David J. Lubben, General Counsel of UnitedHealth Group Incorporated, regarding legality of the securities to be issued.
15	Letter Regarding Unaudited Interim Financial Information of Deloitte & Touche LLP.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of David J. Lubben, General Counsel of UnitedHealth Group Incorporated (included in Exhibit 5 to this Registration Statement).
24	Power of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Minnetonka, State of Minnesota, on August 9, 2004, 2004.

UNITEDHEALTH GROUP INCORPORATED
By	/s/ David J.Lubben
	David J. Lubben
	General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 9, 2004

/s/ William W. McGuire,M.D. William W. McGuire, M.D.	Chief Executive Officer and Director (principal executive officer)
/s/ Patrick J. Erlandson Patrick J. Erlandson	Chief Financial Officer (principal financial and accounting officer)
* William C. Ballard, Jr	Director
* Richard T. Burke	Director
* James A. Johnson	Director
* Thomas H. Kean	Director
* Douglas W. Leatherdale	Director
* Stephen J. Hemsley	Director

* Mary O. Mundinger	Director
* Robert L. Ryan	Director
* Donna E. Shalala	Director
* William G. Spears	Director
* Gail R. Wilensky	Director

*By:	/s/ David J. Lubben
	David J. Lubben
	As Attorney-In-Fact

Exhibit Index to

Form S-8

Exhibit Number	Description
5	Opinion of David J. Lubben, General Counsel of UnitedHealth Group Incorporated, regarding legality of the securities to be issued.
15	Letter Regarding Unaudited Interim Financial Information of Deloitte & Touche LLP.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of David J. Lubben, General Counsel of UnitedHealth Group Incorporated (included in Exhibit 5 to this Registration Statement).
24	Power of Attorney.

EX-5

Exhibit 5

[Letterhead of UnitedHealth Group]

Board Of Directors

UnitedHealth Group Incorporated

9900 Bren Road East

Minnetonka, Minnesota 55343

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is being delivered in connection with a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the sale by UnitedHealth Group Incorporated, a Minnesota Corporation (the “Company”), of up to 159,110 shares of the Company’s Common Stock, $.01 par value per share (the “Stock”), issuable upon the exercise from time to time of stock options and shares granted pursuant to the Oxford Health Plans, Inc. (collectively, the “Plans”), which were assumed by the Company in connection with the merger of Oxford Health Plans, Inc. and Ruby Acquisition LLC.

As General Counsel of the Company, I am familiar with the affairs of the Company. In addition, my staff and I have examined such documents, including resolutions adopted by the Board of Directors with respect to the Registration Statement and the Stock, and have reviewed such questions of law as I have deemed necessary for the purposes of rendering the opinion set forth below.

In rendering this opinion, I have assumed, with respect to all parties to agreements or instruments relevant hereto (other than the Company) that: (i) such parties had or will have the requisite power and authority (corporate and otherwise) to execute, deliver and perform such agreements or instruments; (ii) such agreements or instruments have been or will have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties; and (iii) such agreements and instruments are or will be the valid, binding and enforceable obligations of such parties.

Based on the foregoing, I am of the opinion that the Stock has been duly authorized by all requisite corporate action and, upon issuance, delivery and payment therefor in accordance with the Plans, will be validly issued, fully paid and nonassessable.

The opinion expressed above is limited to the laws of the State of Minnesota and the federal laws of the United States of America.

I hereby consent to the filing of this opinion as an exhibit to the Amendment to the Registration Statement.

Dated: August 9, 2004

Very truly yours,

/s/ David J. Lubben

David J. Lubben

General Counsel

EX-15

Exhibit 15

LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION

To the Board of Directors and Shareholders

UnitedHealth Group Incorporated

Minnetonka, Minnesota

We have made a review, in accordance with standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim financial information of UnitedHealth Group Incorporated and Subsidiaries for the periods ended March 31, 2004 and 2003, and have issued our report thereon dated April 30, 2004; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, is being incorporated by reference in this Registration on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

August 9, 2004

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of UnitedHealth Group Incorporated and Subsidiaries on Form S-8, of our report dated February 10, 2004, relating to the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries as of and for the years ended December 31, 2003 and 2002 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to (i) the adoption of a new accounting principle and (ii) the application of procedures relating to certain other disclosures and reclassifications of financial statement amounts related to the 2001 consolidated financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such disclosures and reclassifications) incorporated by reference in the Annual Report on Form 10-K of UnitedHealth Group Incorporated for the year ended December 31, 2003.

/s/  Deloitte & Touche LLP

Minneapolis, Minnesota

August 9, 2004

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David J. Lubben and William W. McGuire, M.D., and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the issuance of shares of common stock of UnitedHealth Group Incorporated pursuant to the Oxford Health Plans, Inc. Deferred Compensation Plan, 2002 Non-Employee Director Stock Option Plan, 2002 Equity Incentive Compensation Plan, Daniel N. Gregoire Stock Option Agreement, Norman G. Payson Stock Option Agreement, 1997 Independent Contractor Stock Option Plan, 1992 Non-Employee Director Stock Plan and 1991 Stock Option Plan and any and all amendments or post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the 20th day of July.

Signature	Title
/s/ William W. McGuire, M.D. William W. McGuire, M.D.	Chairman and Chief Executive Officer (principal executive officer)
/s/ Patrick J. Erlandson Patrick J. Erlandson	Chief Financial Officer (principal financial and accounting officer)
/s/ William C. Ballard, Jr. William C. Ballard, Jr.	Director
/s/ Richard T. Burke Richard T. Burke	Director
/s/ Stephen J. Hemsley Stephen J. Hemsley	Director

/s/ James A. Johnson James A. Johnson	Director
/s/ Thomas H. Kean Thomas H. Kean	Director
/s/ Douglas W. Leatherdale Douglas W. Leatherdale	Director
/s/ Mary O. Mundinger Mary O. Mundinger	Director
/s/ Robert L. Ryan Robert L. Ryan	Director
/s/ Donna E. Shalala Donna E. Shalala	Director
/s/ William G. Spears William G. Spears	Director
/s/ Gail R. Wilensky Gail R. Wilensky	Director