UnitedHealth Group (UNH)

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 29, 2006

UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On November 30, 2006, Stephen J. Hemsley became Chief Executive Officer of UnitedHealth Group Incorporated (the “Company”), succeeding William W. McGuire, M.D., who ceased employment with the Company. The Company has not entered into any agreement with Dr. McGuire with respect to his departure.

On November 29, 2006, the United States District Court for the District of Minnesota entered an order (the “Order”) granting a joint motion for temporary injunctive relief made by plaintiffs and Dr. McGuire, a defendant, in the matters entitled “In Re UnitedHealth Group Incorporated Shareholder Derivative Litigation” and “In re UnitedHealth Group Incorporated PSLRA Litigation.” The Order was based on findings, among other things, that Dr. McGuire’s employment with the Company would terminate on November 30, 2006 and that there had been a showing that all parties to the matters would benefit from the requested relief.

Pursuant to the Order, a copy of which is filed as Exhibit 99.1 to this report and incorporated herein by reference, until 30 days after a final decision, as to Dr. McGuire, by the Special Litigation Committee established by the Board of Directors of the Company on June 26, 2006 (the “SLC decision”):

The disclosure in this Item 5.02 amends the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on October 16, 2006 and November 7, 2006.