HUMANA INC — Director's Dealing 2006

Sep 18, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2006-09-14

Reporting Person: MCCALLISTER MICHAEL B (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-14	Humana Common	M	48820	$15.5938	Acquired	385258	Direct
2006-09-14	Humana Common	F	11579	$65.745	Disposed	373679	Direct
2006-09-14	Humana Common	F	16376	$65.145	Disposed	357303	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-14	Options	$15.5938	M	18340	Disposed	2007-01-09	Humana Common (18340)	Direct
2006-09-14	Options	$15.5938	M	30480	Disposed	2007-07-10	Humana Common (30480)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	13419	Indirect
Humana Common	14336	Indirect
Humana Common	3296	Indirect
Humana Common	38236	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$15.5938	2008-01-15	Humana Common (24800)	24800	Direct
Options	$19.25	2009-01-15	Humana Common (30000)	30000	Direct
Options	$7.4688	2009-11-18	Humana Common (100000)	100000	Direct
Options	$6.9063	2010-02-11	Humana Common (500000)	500000	Direct
Options	$32.70	2012-02-24	Humana Common (250000)	250000	Direct
Options	$12.995	2012-03-13	Humana Common (50000)	50000	Direct
Options	$9.26	2013-03-13	Humana Common (200000)	200000	Direct
Options	$21.275	2014-02-24	Humana Common (200000)	200000	Direct
Options	$53.96	2013-02-23	Humana Common (150000)	150000	Direct
Phantom Stock Units	$		Humana Common (1143)	1143	Indirect

Footnotes

F1: Shares held in a trust for the benefit of reporting person's spouse.

F2: Shares held in a trust for the benefit of reporting person.

F3: Shares held in a trust for the benefit of reporting person's minor children.

F4: Shares held for the benefit of reporting person as of August 31, 2006 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).

F5: Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees.

F6: Non-qualified stock options granted to reporting person on 9/17/98 vesting in two increments on 9/17/99 and 1/9/00.

F7: Non-qualified stock options granted to reporting person on 9/17/98 vesting in two increments on 9/17/99 and 7/10/00.

F8: Incentive and Non-qualified stock options granted to reporting person on 9/17/98 vesting in three increments each from 9/17/99 to 1/15/01.

F9: Incentive and Non-qualified stock options 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 granted to reporting person on 11/18/99 vesting in three increments from 11/18/00 to 11/18/02.

F11: Incentive and Non-qualified stock options granted to reporting person on 2/11/00, NQ options vesting in three increments from 2/11/01 to 2/11/03, and ISO's vesting on 2/11/03.

F12: 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, ISO's vesting in two increments on 3/13/04 and 3/13/05.

F13: 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.

F14: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F15: 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.

F16: 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.

F17: Incentive and Non-Qualified stock options granted to reporting person on 2/23/06, NQ options vesting in three increments from 2/23/07 to 2/23/09, and ISO's vesting on 2/23/09.

F18: Phantom Stock Units held for the benefit of reporting person as of August 31, 2006, 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).