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<SEC-DOCUMENT>0001047469-99-000529.txt : 19990111
<SEC-HEADER>0001047469-99-000529.hdr.sgml : 19990111
ACCESSION NUMBER:		0001047469-99-000529
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	19981224
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		19990108

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNITED HEALTHCARE CORP
		CENTRAL INDEX KEY:			0000731766
		STANDARD INDUSTRIAL CLASSIFICATION:	HOSPITAL & MEDICAL SERVICE PLANS [6324]
		IRS NUMBER:				411321939
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-10864
		FILM NUMBER:		99502901

	BUSINESS ADDRESS:	
		STREET 1:		300 OPUS CENTER
		STREET 2:		9900 BREN ROAD EAST
		CITY:			MINNETONKA
		STATE:			MN
		ZIP:			55343
		BUSINESS PHONE:		6129361300

	MAIL ADDRESS:	
		STREET 1:		PO BOX 1459
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55440-1459
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>8-K
<TEXT>

<PAGE>
                                          
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                          
                                          
                                          
                                          
                                          
                                     FORM 8-K 
                                          
                                  CURRENT REPORT 
                                          
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                          
                                          
                                          
                                          
        Date of Report (Date of earliest event reported): December 24, 1998
                                          
                                          
                                          
                                          
                                          
                                          
                           UNITED HEALTHCARE CORPORATION
               (Exact name of registrant as specified in its charter)
                                          
                                          
     MINNESOTA                     1-10864                     41-1321939
(State or other jurisdiction       (Commission                (IRS Employer
   of incorporation)               File Number)             Identification No.)


         300 Opus Center, 9900 Bren Road East, Minnetonka, Minnesota 55343 
                     (Address of principal executive offices) 
                                          
                                          
         Registrant's telephone number, including area code: (612) 936-1300
                                          
                                         N/A
           (Former name or former address, if changed since last report)
                                          
                                          
<PAGE>
                                          
                                          
Item 5.   OTHER EVENTS.

     On December 24, 1998, UnitedHealth Group redeemed all of its outstanding 
shares of 5.75% Series A Convertible Preferred Stock at an aggregate cost to 
the Company of $520,125,000.  The press release issued in connection with the 
redemption is filed as an exhibit to this Current Report on Form 8-K and its 
contents are incorporated herein by reference.

Item 7.   EXHIBITS 

99.1      Press Release, "UnitedHealth Group Redeems Convertible Preferred
          Stock," dated December 24, 1998, issued by UnitedHealth Group.


                                     -2-

<PAGE>

                                  SIGNATURE 

          Pursuant to the requirements of the Securities Exchange Act of 
1934, as amended, the registrant has duly caused this report to be signed on 
its behalf by the undersigned hereunto duly authorized.  

                                   UNITED HEALTHCARE CORPORATION


                                   By:  /s/ David J. Lubben
                                        -----------------------------
                                        David J. Lubben
                                        General Counsel and Secretary

Date:     January 8, 1999



                                     -3-
<PAGE>

                                EXHIBIT INDEX 
                                          
Exhibit 
Number
- ------------
  99.1    Press Release, "UnitedHealth Group Redeems Convertible Preferred
          Stock," dated December 24, 1998, issued by UnitedHealth Group. 



                                     -4-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>

                                                                 Exhibit 99.1


                                          
                    UNITEDHEALTH GROUP REDEEMS CONVERTIBLE
                               PREFERRED STOCK
                                          
MINNEAPOLIS (December 24, 1998) - UnitedHealth Group (NYSE: UNH) today 
announced that it has redeemed all of its outstanding 5.75 percent Series A 
Convertible Preferred Stock ("Preferred Stock"), at a price of $1,040.25 per 
share, for an aggregate redemption cost of approximately $520 million.

The redemption of the Preferred Stock was funded using the proceeds from the 
company's recent debt financing. Under the terms of the Preferred Stock, 
UnitedHealth Group paid holders a call premium which was included in the 
aggregate redemption cost of $520 million. This premium of approximately $20 
million will be a one-time, non-operating charge in the fourth quarter of 
1998 equal to $0.11 per share.

UnitedHealth Group (www.unitedhealthgroup.com) provides a broad spectrum of 
resources and services to help people achieve improved health and well-being 
through all stages of life. UnitedHealth Group is organized into six 
businesses: UnitedHealthcare, Uniprise, Ovations, Specialized Care Services, 
Ingenix and Unimerica.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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