HUMANA INC — Director's Dealing 2003

May 8, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 049071
Period of Report: 2003-05-07

Reporting Person: SHIELDS R EUGENE (Senior Vice President-Gov Prgm)

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 two (2) of reporting person's three (3) children, all of whom are over the age of majority and no longer reside with reporting person. The third child holds 1,277 shares and remains in reporting person's household.

F3: Reporting person has 8,800 shares held for his benefit, as of April 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).

F4: Reporting person has a right to buy 149,215 derivative securities (options) acquired between 1/15/98 and 3/13/03 at the exercise prices between $9.26 and $19.25, of which 120,882 are currently exercisable.

F5: Reporting person has 3,719 Phantom Stock Units held for his benefit, as of April 30, 2003, under the Humana Excess Plan, exempt under Rule 16b-3(d).