HUMANA INC — Director's Dealing 2003

Dec 3, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2003-12-01

Reporting Person: MCCALLISTER MICHAEL B (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-01	Humana Common	G	1355	$22.73	Disposed	303203	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	38689	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$15.625	2006-07-11	Humana Common (135000)	135000	Direct
Options	$15.5938	2005-01-12	Humana Common (29240)	29240	Direct
Options	$15.5938	2007-01-09	Humana Common (18340)	18340	Direct
Options	$15.5938	2007-07-10	Humana Common (30480)	30480	Direct
Options-ISO	$15.5938	2008-01-15	Humana Common (34800)	34800	Direct
Options	$19.25	2009-01-15	Humana Common (30000)	30000	Direct
Options	$7.4688	2009-11-18	Humana Common (100000)	100000	Direct
Options	$6.9063	2010-02-11	Humana Common (500000)	500000	Direct
Options	$12.995	2012-03-13	Humana Common (50000)	50000	Direct
Options	$9.26	2013-03-13	Humana Common (200000)	200000	Direct
Phantom Stock Units	$		Humana Common (1181)	1181	Indirect

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 the benefit of reporting person 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: Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees.

F4: Non-qualified stock options granted to reporting person on 7/11/96 vesting in three increments from 7/11/97 to 7/11/99.

F5: Non-qualified stock options granted to reporting person on 9/17/98 vesting in two increments on 9/17/99 and 1/9/00.

F6: Non-qualified stock options granted to reporting person on 9/17/98 vesting in two increments on 9/17/99 and 7/10/00.

F7: Incentive and Non-qualified stock options granted to reporting person on 9/17/98 vesting in three increments each from 9/17/99 to 1/15/01.

F8: Non-qualified stock options granted to reporting person on 1/15/99 vesting in three increments from 1/15/00 to 1/15/02.

F9: Non-qualified stock options granted to reporting person on 11/18/99 vesting in three increments from 11/18/00 to 11/18/02.

F10: Incentive and Non-qualified stock options granted to reporting person on 2/11/00, NQ options vesting in three increments from 2/11/01 to 2/11/03, and ISO's vesting on 2/11/03.

F11: Incentive and Non-qualified stock options granted to reporting person on 3/13/02, NQ options vesting in three increments from 3/13/03 to 3/13/05, ISO's vesting in two increments on 3/13/04 and 3/13/05.

F12: Incentive and Non-qualified stock options granted to reporting person on 3/13/03, NQ options vesting in three increments from 3/13/04 to 3/13/06, and ISO's vesting on 3/13/06.

F13: Phantom Stock Units held for the benefit of reporting person as of November 30, 2003, convertible into common stock on a 1-for-1 basis, under the Humana Excess Plan and exempt under Rule 16b-3(d).