HUMANA INC — Director's Dealing 2003

Dec 30, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2003-12-29

Reporting Person: BLOEM JAMES H (Sr. VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-29	Humana Common	M	33334	$12.20	Acquired	108334	Direct
2003-12-29	Humana Common	M	16667	$9.70	Acquired	125001	Direct
2003-12-29	Humana Common	M	10000	$12.995	Acquired	135001	Direct
2003-12-29	Humana Common	S	43609	$23.10	Acquired	91392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-29	Options	$12.20	M	33334	Disposed	2011-02-01	Humana Common (50000)	Direct
2003-12-29	Options	$9.70	M	16667	Disposed	2011-07-12	Humana Common (25000)	Direct
2003-12-29	Options	$12.995	M	10000	Disposed	2012-03-13	Humana Common (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	1060	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$9.26	2012-03-13	Humana Common (75000)	75000	Direct

Footnotes

F1: Each share of Common Stock contains a Right adopted on March 5, 1987, pursuant to the Company Rights Agreement, as amended and restated on February 14, 1996, and amended as of May 27, 1998 and March 1, 1999, which entitles holders of the Company's Common Stock, in the event certain specified events occur, to acquire 1/100 of a share of Series A Participating Preferred Stock at a price of $145 per fractional share.

F2: Shares held for reporting person's benefit as of November 30, 2003 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).

F3: Stock options were granted to reporting person on 2/1/01 to vest as follows: 25,412 non-qualified stock options to vest in thirds on 2/1/02, 2/1/03 and 2/1/04, respectively, and 24,588 incentive stock options to vest in thirds on 2/1/02, 2/1/03 and 2/1/04, respectively.

F4: Non-qualified stock options were granted to reporting person on 7/12/01 vesting in thirds from 7/12/02 to 7/12/04.

F5: Stock options were granted to reporting person on 3/13/02 to vest as follows: 22,305 non-qualified stock options to vest in three increments - 10,000 on 3/13/03, 10,000 on 3/13/04 and 2,305 on 3/13/05, and 7,695 incentive stock options to vest in full on 3/13/05.

F6: Stock options were granted to reporting person on 3/13/03 to vest as follows: 59,201 non-qualified stock options to vest in three increments - 23,334 on 3/13/04, 23,333 on 3/13/05 and 12,534 on 3/13/06, respectively, and 10,799 incentive stock options to vest in full on 3/13/06.

F7: Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.