HUMANA INC — Director's Dealing 2005

Jan 5, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2005-01-03

Reporting Person: JONES DAVID A SR/KY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-03	Humana Common	A	3400	$29.415	Acquired	700998	Direct
2005-01-03	Humana Common	G	55920	—	Disposed	4926064	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	498252	Indirect
Humana Common	3736	Indirect
Humana Common	610140	Indirect
Humana Common	30000	Indirect
Humana Common	375406	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$21.25	2008-01-02	Humana Common (5000)	5000	Direct
Options	$18.7813	2009-01-04	Humana Common (5000)	5000	Direct
Options	$10.19	2013-01-02	Humana Common (5000)	5000	Direct
Options	$23.05	2014-01-02	Humana Common (2500)	2500	Direct

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: Award of stock pursuant to Humana Inc.'s 2003 Stock Incentive Plan in lieu of director fees exempt under 16(b)-3(d)(1).

F3: Shares held by DBJ Investments, Ltd., a limited partnership of which reporting person is a limited partner and DBJ, LLC is the General Partner. Reporting person and spouse are the members of DBJ, LLC. Reporting person disclaims beneficial ownership of Company stock held by the partnership except to the extent of his pecuniary interest.

F4: Shares held by Betty A. Jones Revocable Trust (BJ-RT) of which reporting person's spouse is Settlor and Trustee. Reporting person disclaims beneficial ownership of Company stock held by the BJ-RT except to the extent of his pecuniary interest.

F5: Shares held by Family Limited Partnership ("FLP") of which reporting person and his spouse are General Partners, and Trusts, established by reporting person and spouse, are Limited Partners together with a Family Charitable Foundation.

F6: Shares held by reporting person's spouse.

F7: Shares held by Jones Investments, Ltd., a partnership of which DBJ, LLC is the General Partner. Reporting person and spouse are the members of DBJ, LLC.

F8: Shares held by David A. Jones Revocable Trust (DAJ-RT) of which reporting person is Settlor and Trustee. Reporting person disclaims beneficial ownership of Company stock held by the DAJ-RT except to the extent of his pecuniary interest.

F9: Right to buy pursuant to Humana Inc.'s 1989 Stock Option Plan for Non-Employee Directors.

F10: Right to buy pursuant to Humana Inc.'s 1996 Incentive Stock Option Plan.

F11: Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.