Registration No. 33-_______




                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                    __________________________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                    __________________________________


                       UNITED HEALTHCARE CORPORATION
            (Exact name of issuer as specified in its charter)

     Minnesota                                    41-1321939
(State or other jurisdiction of                             (I.R.S.
Employer Identification No.)
incorporation or organization)

                              300 Opus Center
                            9900 Bren Road East
                       Minnetonka, Minnesota  55343
       (Address of Principal Executive Offices, including Zip Code)


                      THE METRAHEALTH COMPANIES, INC.
                      1995 EMPLOYEE STOCK OPTION PLAN
                         (Full title of the plan)

                             BRIGID M. SPICOLA
             Assistant General Counsel and Assistant Secretary
                       United HealthCare Corporation
                              300 Opus Center
                            9900 Bren Road East
                       Minnetonka, Minnesota  55343
                              (612) 936-1300
         (Name, address and telephone number of agent for service)

                                 Copy to:
                           DAVID J. LUBBEN, ESQ.
                             Dorsey & Whitney
                          Pillsbury Center South
                           220 South 6th Street
                       Minneapolis, Minnesota 55402
         
                    __________________________________
<PAGE>
                                                                         
                                                                     
                      CALCULATION OF REGISTRATION FEE

                                                                         
                                                                    
Title of                 Proposed       Proposed
Securities          Amount    Maximum        Maximum        Amount of
  to be              to be          Offering Price          Aggregate  
      Registration
Registered             Registered       Per Share*             Offering
Price*              Fee*               
Common Stock
($.01 par
 value)        2,179,748 $53.1875       $115,935,346.75     $39,977.71 
                    





*Estimated solely for the purpose of determining the registration fee in
accordance with Rules 457(h) and (c)  The proposed maximum offering
price is based upon the average of the high and low sales prices of the
Company's Common Stock as reported on the NYSE on October 26, 1995.

<PAGE>
                                  PART II


         ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934 are hereby incorporated by reference as part of this Registration
Statement.

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994, which incorporates by reference the
          audited consolidated financial statements for the fiscal year
          ended December 31, 1994.

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal
          quarters ended March 31, 1995 and June 30, 1995. 

     (c)  The Company's Current Reports on Forms 8-K or 8-K/A dated
          January 3, 1995,  February 14, 1995, May 4, 1995, June 25,
          1995, August 3, 1995 and October 2, 1995.

     (d)  The description of the Company's Common Stock, contained in
          the Company's Registration Statement on Form 8-A (file #0-
          13253), filed September 23, 1991.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares
offered hereby shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement
from the date of filing of such documents.  Any statement contained in
a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. 
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.


             ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of such
person against judgments, penalties, fines, including, without
limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection
with the proceeding, if, with respect to the acts or omissions of such
person complained of in the proceeding, such person (1) has not been
indemnified therefor by another organization or employee benefit plan;
(2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful;
and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's
official capacity for the corporation or reasonably believed that the
conduct was not opposed to the best interests of the corporation in the
case of acts or omissions in such person's official capacity for other
affiliated organizations.  Article IX of the Bylaws of the Company
provides that the Company shall indemnify officers and directors to the
extent permitted by Section 302A.521 as now enacted or hereafter
amended.

The Registrant also carries a directors' and officers' liability
insurance policy.


                             ITEM 8.  EXHIBITS

Exhibit Number                Description

5              Opinion of counsel.

23.1           Consent of Arthur Andersen LLP

23.2           Consent of counsel (included in Exhibit 5 above).
 
23.3           Consent of KPMG Peat Marwick LLP

24             Power of Attorney

                           ITEM 9.  UNDERTAKINGS

The Company hereby undertakes:

     1.   To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration
          Statement:

          (i)  To include any prospectus required by section 10(a)(3) of
               the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof)
               which, individually or in the aggregate, represent a
               fundamental change in the information set forth in the
               Registration Statement;

          (iii)     To include any material information with respect to
               the plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above will not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
<PAGE>
     2.   That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment
          shall be deemed to be a new registration statement relating to
          the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     3.   To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.


The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the indemnification provisions
described herein, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication
of such issue.
<PAGE>

                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minnetonka, State
of Minnesota, on this 1st day of November, 1995.


                              UNITED HEALTHCARE CORPORATION


                              By /s/ William W. McGuire                
                 
                                   William W. McGuire, M.D.
                                   President and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on
behalf of the Registrant in the capacities indicated on the 1st day of
November, 1995.


/s/ William W. McGuire                                      Chairman,
President, Chief
William W. McGuire, M.D.                       Executive Officer and
Director
                                          (principal executive officer)

 /s/ David P. Koppe                                              Vice
President, Treasurer and
David P. Koppe                           Controller (principal financial
and
                                          accounting officer)
     *
                                                                 
Director
William C. Ballard, Jr.            
     *
                                                                 
Director
Richard T. Burke
     *
                                                                 
Director
Thomas H. Kean
     *
                                        Director
James A. Johnson
     *
                                                                 
Director
Douglas W. Leatherdale
     *
                                                                 
Director
Elizabeth J. McCormack
     
                                                                 
Director
James L. Seiberlich
     *
                                                                 
Director
William G. Spears                            
     *
                                                                 
Director                 Gail R. Wilensky
     *
                                             Director
Kennett L. Simmons


*By:/s/William W. McGuire                                              
                                                            William W.
McGuire, M.D.
      As Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
                 



Exhibit Number Description                             Page No.

5              Opinion of Counsel                      9

23.1           Consent of Arthur Andersen LLP               11

23.2           Consent of counsel (included in Exhibit 5 above)

23.3           Consent of KPMG Peat Marwick LLP        12

24             Power of Attorney                       13
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13674}]
{"company-data": {"conformed-name": "UNITED HEALTHCARE CORP", "cik": "0000731766", "assigned-sic": "6324", "irs-number": "411321939", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63885", "film-number": "95586421"}, "business-address": {"street1": "300 OPUS CENTER", "street2": "9900 BREN ROAD EAST", "city": "MINNETONKA", "state": "MN", "zip": "55343", "phone": "6129361300"}}
Registration No. 33-_______

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                    __________________________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                    __________________________________

                       UNITED HEALTHCARE CORPORATION
            (Exact name of issuer as specified in its charter)

     Minnesota                                    41-1321939
(State or other jurisdiction of                             (I.R.S.
Employer Identification No.)
incorporation or organization)

                              300 Opus Center
                            9900 Bren Road East
                       Minnetonka, Minnesota  55343
       (Address of Principal Executive Offices, including Zip Code)

                      THE METRAHEALTH COMPANIES, INC.
                      1995 EMPLOYEE STOCK OPTION PLAN
                         (Full title of the plan)

                             BRIGID M. SPICOLA
             Assistant General Counsel and Assistant Secretary
                       United HealthCare Corporation
                              300 Opus Center
                            9900 Bren Road East
                       Minnetonka, Minnesota  55343
                              (612) 936-1300
         (Name, address and telephone number of agent for service)

                                 Copy to:
                           DAVID J. LUBBEN, ESQ.
                             Dorsey & Whitney
                          Pillsbury Center South
                           220 South 6th Street
                       Minneapolis, Minnesota 55402
         
                    __________________________________
CALCULATION OF REGISTRATION FEE

                                                                         
                                                                    
Title of                 Proposed       Proposed
Securities          Amount    Maximum        Maximum        Amount of
  to be              to be          Offering Price          Aggregate  
      Registration
Registered             Registered       Per Share*             Offering
Price*              Fee*               
Common Stock
($.01 par
 value)        2,179,748 $53.1875       $115,935,346.75     $39,977.71 
                    

*Estimated solely for the purpose of determining the registration fee in
accordance with Rules 457(h) and (c)  The proposed maximum offering
price is based upon the average of the high and low sales prices of the
Company's Common Stock as reported on the NYSE on October 26, 1995.
PART II

         ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934 are hereby incorporated by reference as part of this Registration
Statement.

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994, which incorporates by reference the
          audited consolidated financial statements for the fiscal year
          ended December 31, 1994.

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal
          quarters ended March 31, 1995 and June 30, 1995. 

     (c)  The Company's Current Reports on Forms 8-K or 8-K/A dated
          January 3, 1995,  February 14, 1995, May 4, 1995, June 25,
          1995, August 3, 1995 and October 2, 1995.

     (d)  The description of the Company's Common Stock, contained in
          the Company's Registration Statement on Form 8-A (file #0-
          13253), filed September 23, 1991.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares
offered hereby shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement
from the date of filing of such documents.  Any statement contained in
a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. 
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

             ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of such
person against judgments, penalties, fines, including, without
limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection
with the proceeding, if, with respect to the acts or omissions of such
person complained of in the proceeding, such person (1) has not been
indemnified therefor by another organization or employee benefit plan;
(2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful;
and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's
official capacity for the corporation or reasonably believed that the
conduct was not opposed to the best interests of the corporation in the
case of acts or omissions in such person's official capacity for other
affiliated organizations.  Article IX of the Bylaws of the Company
provides that the Company shall indemnify officers and directors to the
extent permitted by Section 302A.521 as now enacted or hereafter
amended.

The Registrant also carries a directors' and officers' liability
insurance policy.

                             ITEM 8.  EXHIBITS

Exhibit Number                Description

5              Opinion of counsel.

23.1           Consent of Arthur Andersen LLP

23.2           Consent of counsel (included in Exhibit 5 above).
 
23.3           Consent of KPMG Peat Marwick LLP

24             Power of Attorney

                           ITEM 9.  UNDERTAKINGS

The Company hereby undertakes:

     1.   To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration
          Statement:

          (i)  To include any prospectus required by section 10(a)(3) of
               the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof)
               which, individually or in the aggregate, represent a
               fundamental change in the information set forth in the
               Registration Statement;

          (iii)     To include any material information with respect to
               the plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above will not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
2.   That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment
          shall be deemed to be a new registration statement relating to
          the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     3.   To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the indemnification provisions
described herein, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minnetonka, State
of Minnesota, on this 1st day of November, 1995.

                              UNITED HEALTHCARE CORPORATION

                              By /s/ William W. McGuire                
                 
                                   William W. McGuire, M.D.
                                   President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on
behalf of the Registrant in the capacities indicated on the 1st day of
November, 1995.

/s/ William W. McGuire                                      Chairman,
President, Chief
William W. McGuire, M.D.                       Executive Officer and
Director
                                          (principal executive officer)

 /s/ David P. Koppe                                              Vice
President, Treasurer and
David P. Koppe                           Controller (principal financial
and
                                          accounting officer)
     *
                                                                 
Director
William C. Ballard, Jr.            
     *
                                                                 
Director
Richard T. Burke
     *
                                                                 
Director
Thomas H. Kean
     *
                                        Director
James A. Johnson
     *
                                                                 
Director
Douglas W. Leatherdale
     *
                                                                 
Director
Elizabeth J. McCormack
     
                                                                 
Director
James L. Seiberlich
     *
                                                                 
Director
William G. Spears                            
     *
                                                                 
Director                 Gail R. Wilensky
     *
                                             Director
Kennett L. Simmons

*By:/s/William W. McGuire                                              
                                                            William W.
McGuire, M.D.
      As Attorney-In-Fact
EXHIBIT INDEX
                 

Exhibit Number Description                             Page No.

5              Opinion of Counsel                      9

23.1           Consent of Arthur Andersen LLP               11

23.2           Consent of counsel (included in Exhibit 5 above)

23.3           Consent of KPMG Peat Marwick LLP        12

24             Power of Attorney                       13