EXHIBIT 24


                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of William W. McGuire, M.D. and David J. 
Lubben, each with full power to act without the other, his or her true and 
lawful attorney-in-fact and agent with full power of substitution, for him or 
her and in his or her name, place and stead, in any and all capacities, to 
sign the Annual Report on Form 10-K for the fiscal year ended December 31, 
1996 of United HealthCare Corporation, and any and all 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 each such attorney-in-fact and agent full power and authority to do and 
perform each and every act and thing requisite and 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 each 
such attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 
21st day of March, 1997, by the following person.



/s/ Thomas H. Kean
- ----------------------------------
Thomas H. Kean





                                       1



                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of David P. Koppe and David J. Lubben, 
each with full power to act without the other, his or her true and lawful 
attorney-in-fact and agent with full power of substitution, for him or her 
and in his or her name, place and stead, in any and all capacities, to sign 
the Annual Report on Form 10-K for the fiscal year ended December 31, 1996 of 
United HealthCare Corporation, and any and all 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 each 
such attorney-in-fact and agent full power and authority to do and perform 
each and every act and thing requisite and 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 each such 
attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th day
of March, 1997, by the following person.




/s/ William W. McGuire, M.D.
- ----------------------------------
William W. McGuire, M.D.





                                       2



                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of William W. McGuire, M.D. and David J. 
Lubben, each with full power to act without the other, his or her true and 
lawful attorney-in-fact and agent with full power of substitution, for him or 
her and in his or her name, place and stead, in any and all capacities, to 
sign the Annual Report on Form 10-K for the fiscal year ended December 31, 
1996 of United HealthCare Corporation, and any and all 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 each such attorney-in-fact and agent full power and authority to do and 
perform each and every act and thing requisite and 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 each 
such attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 17th day
of March, 1997, by the following person.




/s/ Douglas W. Leatherdale  
- ----------------------------------
Douglas W. Leatherdale





                                       3

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of William W. McGuire, M.D. and David J. 
Lubben, each with full power to act without the other, his or her true and 
lawful attorney-in-fact and agent with full power of substitution, for him or 
her and in his or her name, place and stead, in any and all capacities, to 
sign the Annual Report on Form 10-K for the fiscal year ended December 31, 
1996 of United HealthCare Corporation, and any and all 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 each such attorney-in-fact and agent full power and authority to do and 
perform each and every act and thing requisite and 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 each 
such attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 18th day
of March, 1997, by the following person.




/s/William C. Ballard, Jr.  
- ----------------------------------
William C. Ballard, Jr.





                                       4

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of William W. McGuire, M.D. and David J. 
Lubben, each with full power to act without the other, his or her true and 
lawful attorney-in-fact and agent with full power of substitution, for him or 
her and in his or her name, place and stead, in any and all capacities, to 
sign the Annual Report on Form 10-K for the fiscal year ended December 31, 
1996 of United HealthCare Corporation, and any and all 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 each such attorney-in-fact and agent full power and authority to do and 
perform each and every act and thing requisite and 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 each 
such attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the ___ day
of March, 1997, by the following person.





- ----------------------------------
Elizabeth J. McCormack





                                       5

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of William W. McGuire, M.D. and David J. 
Lubben, each with full power to act without the other, his or her true and 
lawful attorney-in-fact and agent with full power of substitution, for him or 
her and in his or her name, place and stead, in any and all capacities, to 
sign the Annual Report on Form 10-K for the fiscal year ended December 31, 
1996 of United HealthCare Corporation, and any and all 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 each such attorney-in-fact and agent full power and authority to do and 
perform each and every act and thing requisite and 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 each 
such attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 17th day
of March, 1997, by the following person.




/s/ Richard T. Burke   
- ----------------------------------
Richard T. Burke





                                       6

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of William W. McGuire, M.D. and David J. 
Lubben, each with full power to act without the other, his or her true and 
lawful attorney-in-fact and agent with full power of substitution, for him or 
her and in his or her name, place and stead, in any and all capacities, to 
sign the Annual Report on Form 10-K for the fiscal year ended December 31, 
1996 of United HealthCare Corporation, and any and all 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 each such attorney-in-fact and agent full power and authority to do and 
perform each and every act and thing requisite and 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 each 
such attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 17th day
of March, 1997, by the following person.




/s/ Robert L. Ryan   
- ----------------------------------
Robert L. Ryan





                                       7

                                       POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of William W. McGuire, M.D. and David J. 
Lubben, each with full power to act without the other, his or her true and 
lawful attorney-in-fact and agent with full power of substitution, for him or 
her and in his or her name, place and stead, in any and all capacities, to 
sign the Annual Report on Form 10-K for the fiscal year ended December 31, 
1996 of United HealthCare Corporation, and any and all 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 each such attorney-in-fact and agent full power and authority to do and 
perform each and every act and thing requisite and 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 each 
such attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 17th day
of March, 1997, by the following person.




/s/ Kennett L. Simmons   
- ----------------------------------
Kennett L. Simmons





                                       8

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of William W. McGuire, M.D. and David J. 
Lubben, each with full power to act without the other, his or her true and 
lawful attorney-in-fact and agent with full power of substitution, for him or 
her and in his or her name, place and stead, in any and all capacities, to 
sign the Annual Report on Form 10-K for the fiscal year ended December 31, 
1996 of United HealthCare Corporation, and any and all 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 each such attorney-in-fact and agent full power and authority to do and 
perform each and every act and thing requisite and 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 each 
such attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 18th day
of March, 1997, by the following person.




/s/ William G. Spears  
- ----------------------------------
William G. Spears





                                       9

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of William W. McGuire, M.D. and David J. 
Lubben, each with full power to act without the other, his or her true and 
lawful attorney-in-fact and agent with full power of substitution, for him or 
her and in his or her name, place and stead, in any and all capacities, to 
sign the Annual Report on Form 10-K for the fiscal year ended December 31, 
1996 of United HealthCare Corporation, and any and all 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 each such attorney-in-fact and agent full power and authority to do and 
perform each and every act and thing requisite and 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 each 
such attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 17th day
of March, 1997, by the following person.




/s/ James A. Johnson   
- ----------------------------------
James A. Johnson





                                       10

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each person whose signature appears 
below constitutes and appoints each of William W. McGuire, M.D. and David J. 
Lubben, each with full power to act without the other, his or her true and 
lawful attorney-in-fact and agent with full power of substitution, for him or 
her and in his or her name, place and stead, in any and all capacities, to 
sign the Annual Report on Form 10-K for the fiscal year ended December 31, 
1996 of United HealthCare Corporation, and any and all 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 each such attorney-in-fact and agent full power and authority to do and 
perform each and every act and thing requisite and 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 each 
such attorney-in-fact and agent, or his or her substitute, may lawfully do or 
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 18th day
of March, 1997, by the following person.




/s/ Gail R. Wilensky
- ----------------------------------
Gail R. Wilensky





                                       11