Securities and Exchange Commission
                          Washington, D. C. 20549

                               Schedule 13G
                 Under the Securities Exchange Act of 1934
                             (Amendment No. 1)

                       UnitedHealth Group Incorportated
                                Common Stock
                            CUSIP Number 91324P102

Date of Event Which Requires Filing of this Statement:   December 31, 2001

CUSIP No. 91324P102

         1)     Name of reporting person:
                  Legg Mason, Inc.
                 Tax Identification No.:

         2)     Check the appropriate box if a member of a group:
                  a)     n/a
                  b)     n/a

         3)     SEC use only

         4)     Place of organization:

Number of shares beneficially owned by each reporting person with:
         5)     Sole voting power:          - 0 -
         6)     Shared voting power:        17,580,939
         7)     Sole dispositive power:     - 0 -
         8)     Shared dispositive power:   17,580,939

         9)     Aggregate amount beneficially owned by each reporting person:

        10)    Check if the aggregate amount in row (9) excludes certain shares:

        11)    Percent of class represented by amount in row (9):

        12)    Type of reporting person:
                  HC, CO

         Item 1a)     Name of issuer:
                           UnitedHealth Group, Incorporated

         Item 1b)     Address of issuer's principal executive offices:
                           UnitedHealth Group Center
                           9900 Bren Rd. East
                           Minnetonka, MN  55343

         Item 2a)    Name of person filing:
                           Legg Mason, Inc.

         Item 2b)    Address of  principal business office:
                           100 Light Street
                           Baltimore, MD  21202

         Item 2c)    Citizenship:
                           Maryland Corporation

         Item 2d)    Title of class of securities:
                           Common Stock

         Item 2e)    CUSIP number:  91324P102

         Item 3)     If this statement is filed pursuant to Rule 13d-1(b),
                           or 13d-2(b), check whether the person filing is a :
         (a)    [   ]    Broker or dealer under Section 15 of the Act.
         (b)    [   ]    Bank as defined in Section 3(a) (6) of the Act.
         (c)    [   ]    Insurance Company as defined in Section 3(a) (6) of
                                the Act.
         (d)    [   ]    Investment Company registered under Section 8 of the
                                Investment Company Act.
         (e)    [   ]    Investment Adviser registered under Section 203 of the
                                Investment Advisers Act of 1940.
         (f)    [   ]    Employee Benefit Plan, Pension Fund which is subject
                                to ERISA of 1974 or Endowment Fund; see
         (g)    [ X ]    Parent holding company, in accordance with
         (h)    [   ]    Group, in accordance with 240.13d-1(b)(1)(ii)(H).

         Item 4)    Ownership:
         (a)     Amount beneficially owned:  17,580,939

         (b)     Percent of Class:  5.64%

         (c)     Number of shares as to which such person has:
                  (i)   sole power to vote or to direct the vote:
                                    -  0 -
                  (ii)  shared power to vote or to direct the vote:
                  (iii  sole power to dispose or to direct the disposition of:
                                    - 0 -
                  (iv)  shared power to dispose or to direct the disposition of:

         Item 5)    Ownership of Five Percent or less of a class:

         Item 6)    Ownership of more than Five Percent on behalf of another

                           Various accounts managed by the investment advisory
                           subsidiaries described in Item 7 have the right to
                           receive or the power to direct the receipt of
                           dividends from, or the proceeds from the sale of
                           shares of UnitedHealth Group, Incorporated.  No such
                           account owns  more than 5% of the shares

         Item 7)    Identification and classification of the subsidiary which
                               acquired the security being reported on by the
                               parent holding company:

                          Legg Mason Funds Management, Inc., investment adviser
                          Bartlett & Co., investment adviser
                          Legg Mason Capital Management, Inc., investment
                          Legg Mason Wood Walker, Inc., investment adviser
                                    and broker/dealer with discretion
                          Perigee Investment Counsel, Inc., investment adviser
                          Batterymarch Financial Management, Inc., investment

         Item 8)    Identification and classification of members of the group:

         Item 9)    Notice of dissolution of group:

         Item 10)   Certification:

                           By signing below I certify that, to the best of my
         knowledge and belief, the securities referred to above were acquired
         and are held in the ordinary course of business and were not acquired
         and are not held for the purpose of or with the effect of changing or
         influencing the control of the issuer of the securities and were not
         acquired and are not held in connection with or as a participant in
         any transaction having that purpose or effect.


                           After reasonable inquiry and to the best of my
         knowledge and belief, I certify that the information set forth in this
         statement is true, complete and correct.

         Date - February 8, 2002

         Legg Mason, Inc.

            Timothy C. Scheve, Sr. Ex. Vice President