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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-07	Humana Common	F	50985	$16.16	Disposed	104271	Direct
2003-08-08	Humana Common	S	29100	$16.16	Disposed	75171	Direct
2003-08-08	Humana Common	S	900	$16.17	Disposed	74271	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	1277	Indirect
Humana Common	8731	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$15.5938	2008-01-15	Humana Common (17400)	17400	Direct
Options	$15.5938	2008-09-17	Humana Common (30450)	30450	Direct
Options	$15.5938	2007-01-09	Humana Common (22925)	22925	Direct
Options	$15.5938	2005-01-12	Humana Common (3440)	3440	Direct
Options	$19.25	2009-01-15	Humana Common (20000)	20000	Direct
Options	$9.5938	2009-09-09	Humana Common (20000)	20000	Direct
Options	$12.995	2012-03-13	Humana Common (20000)	20000	Direct
Options	$9.26	2013-03-13	Humana Common (15000)	15000	Direct
Phantom Stock Units	$		Humana Common (3719)	3719	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: Reporting person has a child over the age of majority living in his household who holds 1,277 shares.

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 the Company's 1996 Stock Incentive Plan for Employees.

F5: Non-Qualified stock options were granted to reporting person on 9/17/98 vesting in three increments from 9/17/99 to 1/15/01.

F6: Non-Qualified stock options were granted to reporting person on 9/17/98, all of which vest on 9/17/99.

F7: Non-Qualified stock options were granted to reporting person on 9/17/98 vesting in two increments from 9/17/99 to 1/9/00.

F8: Non-Qualified stock options were granted to reporting person on 9/17/98, all of which vest on 1/12/05.

F9: Non-Qualified stock options were granted to reporting person on 1/15/99 vesting in three increments from 1/15/00 to 1/15/02.

F10: Non-Qualified stock options were granted to reporting person on 9/9/99 vesting in three increments from 9/9/00 to 9/9/02.

F11: Incentive stock options were granted to reporting person on 3/13/02 vesting in thirds from 3/13/03 to 3/13/05.

F12: Incentive and Non-Qualified stock options were granted to reporting person on 3/13/03, NQ options to vest in two increments on 3/13/04 & 3/13/05, and ISO's to vest in three increments from 3/13/04 to 3/13/06.

F13: Phantom Stock Units held for the benefit of reporting person as of July 31, 2003, convertible into common stock on a 1-for1 basis, under the Humana Excess Plan and exempt under Rule 16b-3(d).