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: GOODMAN BRUCE J (Sr VP & Chief Serv. & Info. Of)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-07	Humana Common	F	50985	$16.16	Disposed	108229	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	6265	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$11.625	2009-04-12	Humana Common (50000)	50000	Direct
Options	$9.5938	2009-09-09	Humana Common (25000)	25000	Direct
Options	$12.995	2012-03-13	Humana Common (30000)	30000	Direct
Options	$12.515	2012-11-07	Humana Common (30000)	30000	Direct
Options	$9.26	2013-03-13	Humana Common (50000)	50000	Direct
Phantom Stock Units	$		Humana Common (1727)	1727	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 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).

F3: Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.

F4: Incentive and Non-Qualified stock options granted to reporting person on 4/12/99, vesting in four increments each from 4/12/01 to 4/12/04.

F5: Incentive and Non-Qualified stock options granted to reporting person on 9/9/99, NQ options vesting in two increments on 9/9/01 and 9/9/02, and ISO's vesting on 9/9/00.

F6: 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, and ISO's vesting on 3/13/05.

F7: Non-Qualified stock options granted to reporting person on 11/7/02, vesting in three increments from 11/7/03 to 11/7/05.

F8: 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.

F9: 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, exempt under Rule 16b-3(d).