HUMANA INC — Director's Dealing 2005

Dec 27, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2005-12-22

Reporting Person: HIPWELL ARTHUR P (Sr VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-22	Humana Common	G	2320	—	Disposed	95848	Direct
2005-12-23	Humana Common	G	925	—	Disposed	94923	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	1350	Indirect
Humana Common	19260	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$15.5938		Humana Common (58464)	58464	Direct
Options	$15.5938	2008-01-15	Humana Common (4316)	4316	Direct
Options	$9.5938	2009-09-09	Humana Common (31269)	31269	Direct
Options	$32.70	2012-02-24	Humana Common (75000)	75000	Direct
Options	$12.995	2012-03-13	Humana Common (45000)	45000	Direct
Options	$9.26	2013-03-13	Humana Common (33333)	33333	Direct
Options	$21.275	2014-02-24	Humana Common (60000)	60000	Direct
Phantom Stock Units	$		Humana Common (11011)	11011	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 on behalf of minor children.

F3: Shares held for the benefit of reporting person as of November 30, 2005 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 granted to reporting person on 9/17/98, fully vested on 9/1/99 with 68,800 options expiring on 1/12/05, 36,680 options expiring on 1/9/2007 and 21,784 options expiring on 1/15/2008.

F6: Incentive stock options granted to reporting person on 9/17/98 and fully vested on 9/1/99.

F7: Incentive and Non-Qualified stock options granted to reporting person on 9/9/99 and fully vested on 9/9/02.

F8: Incentive and Non-Qualified stock options granted to reporting person on 3/13/02, vesting in three increments each from 3/13/03 to 3/13/05.

F9: 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.

F10: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F11: Incentive and Non-Qualified stock options granted to reporting person on 2/24/04, NQ options vesting in three increments from 2/24/05 to 2/24/07, and ISO's vesting on 2/24/07.

F12: Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, NQ options vesting in three increments from 2/24/06 to 2/24/08, and ISO's vesting on 2/24/08.

F13: Phantom Stock Units held for the benefit of reporting person as of November 30, 2005 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d).