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)
                                          
                                          

                                          
                                          
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-



                                  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-


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



                                     -4-