HUMANA INC — Director's Dealing 2003

Nov 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2003-11-20

Reporting Person: JONES DAVID A SR/KY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-20	Humana Common	J	451700	$20.7029	Disposed	830719	Direct
2003-11-20	Humana Common	P	52209	$20.7029	Acquired	882928	Direct
2003-11-21	Humana Common	S	200000	—	Disposed	682928	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-21	Forward Sale Contract	$	J	451700	Disposed	2004-03-22	Humana Common ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	757974	Indirect
Humana Common	2519	Indirect
Humana Common	610140	Indirect
Humana Common	30000	Indirect
Humana Common	375406	Indirect
Humana Common	4760659	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$18.7813	2009-01-04	Humana Common (5000)	5000	Direct
Options	$21.25	2008-01-02	Humana Common (5000)	5000	Direct
Options	$10.19	2013-01-02	Humana Common (5000)	5000	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 by DBJ Investments, Ltd., a limited partnership of which reporting person is a limited partner and DBJ, LLC is the General Partner. Reporting person and spouse are the members of DBJ, LLC. Reporting person disclaims beneficial ownership of Company stock held by the partnership except to the extent of his pecuniary interest.

F3: Shares held by Family Limited Partnership ("FLP") of which reporting person and his spouse are General Partners, and Trusts, established by reporting person and spouse, are Limited Partners together with a Family Charitable Foundation.

F4: Shares held by reporting person's spouse.

F5: Shares held by Jones Investments, Ltd., a partnership of which DBJ, LLC is the General Partner. Reporting person and spouse are the members of DBJ, LLC.

F6: Shares held by David A. Jones Revocable Trust (DAJ-RT) of which reporting person is Settlor and Trustee. Reporting person disclaims beneficial ownership of Company stock held by the DAJ-RT except to the extent of his pecuniary interest.

F7: Shares held by Betty A. Jones Revocable Trust (BJ-RT) of which she is Settlor and Trustee. Reporting person disclaims beneficial ownership of Company stock held by the BJ-RT except to the extent of his pecuniary interest.

F8: On 3/22/01, Jones entered into a forward sale agreement ("FAGT") relating to up to 451,700 shs of Com Stk. In connection with the FAGT, between 3/14-22/01, the counterparty sold 451,700 shs of Com Stk into the public mkt in accordance w/paragraphs (f) and (g) of Rule 144 under the Sec. Act of 1933, as amd, at an avg price of $11.32 per shr. The FAGT provides that 3 bus. days after 3/22/04 Jones will deliver a # of shs of Com Stk (or, at the election of Jones, the cash eqv of such shs) based on: (a) if the closing price of the Com Stk on 3/22/04 ("Fin Price") is < $11.32 p/shr, Jones will deliver 451,700 shs; (b) if the Fin Price is = to or > $11.32 per shr ("Fl Price") but < or = to $13.92 p/shr (the "Cap Price"), Jones will deliver a # of shs = to Fl Price/Final price x 451,700; and (c) if the Fin Price is > than the Cap Price, Jones will del. a # of shs = to Fl Price + (Fin. Price-Cap Price)/Fin Price x 451,700. In consideration, Jones has rcv'd $4,381,490.

F9: Reporting person elected early termination of the FAGT (see footnote 8.). Pursuant thereto, he delivered 399,491 shares and retained 52,209 shares which were valued at $20.7029 per share in connection with the settlement. The settlement is an exempt transaction. The retention of 52,209 shares is deemed a purchase at $20.7029. For all sales of reporting person's stock within 6 months of settlement, the sales price was less than $20.7029.

F10: Right to buy pursuant to Humana Inc.'s 1989 Stock Option Plan for Non-Employee Directors.

F11: Right to buy pursuant to Humana Inc.'s 1996 Incentive Stock Option Plan (166,666 options previously unvested were accelerated in accordance with Rule 16b-3(d) pursuant to approval by the Organizational & Compensation Committee of the Board of Directors on 9/10/03).

F12: Reporting person sold shares at prices between $20.52 and $20.60.