HUMANA INC — Director's Dealing 2003

Aug 11, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2003-08-07

Reporting Person: MURRAY JAMES E (COO-Mkt & Bus. Segment Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-07	Humana Common	F	50985	$16.16	Disposed	233343	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	7361	Indirect
Humana Common	17727	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$15.5938	2005-01-12	Humana Common (34400)	34400	Direct
Options	$15.5938	2007-01-09	Humana Common (59605)	59605	Direct
Options	$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	$12.995	2012-03-13	Humana Common (20000)	20000	Direct
Options	$9.26	2013-03-13	Humana Common (50000)	50000	Direct
Phantom Stock Units	$		Humana Common (6004)	6004	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 by reporting person's spouse.

F3: Shares held for the benefit of reporting person as of July 31, 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).

F4: Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees.

F5: Incentive and Non-Qualified Stock Options were granted to reporting person on 9/17/98 vesting in two increments, 9/17/99 and 1/9/00.

F6: Incentive and Non-Qualified Stock Options were granted to reporting person on 9/17/98 vesting in three increments each from 9/17/99 to 1/15/01.

F7: Incentive and Non-Qualified Stock Options were granted to reporting person on 1/15/99 vesting in three increments each from 1/15/00 to 1/15/02.

F8: Non-Qualified Stock Options were granted to reporting person on 11/18/99 vesting in three increments from 11/18/00 to 11/18/02.

F9: Incentive Stock Options were granted to reporting person on 3/13/02 vesting in thirds from 3/13/03 to 3/13/05.

F10: Incentive and Non-Qualified Stock Options were granted to reporting person on 3/13/03 vesting in three increments each from 3/13/04 to 3/13/06.

F11: Phantom Stock Units held for the benefit of reporting person as of July 31, 2003, convertible into common stock on a 1-for-1 basis, under the Humana Excess Plan and exempt under Rule 16b-3(d).