HUMANA INC — Director's Dealing 2006

Feb 27, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2006-02-23

Reporting Person: LORD JONATHAN T MD (Sr VP & Chief Innovation Off.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-23	Options	$53.96	A	47655	Acquired	2013-02-23	Humana Common (47655)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	55248	Direct
Humana Common	1053	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$6.625	2010-05-18	Humana Common (21718)	21718	Direct
Options	$32.70	2012-02-24	Humana Common (75000)	75000	Direct
Options	$12.995	2012-03-13	Humana Common (30000)	30000	Direct
Options	$9.26	2013-03-13	Humana Common (50000)	50000	Direct
Options	$21.275	2014-02-24	Humana Common (70000)	70000	Direct

Footnotes

F1: Shares held for the benefit of reporting person as of January 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).

F2: Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.

F3: Incentive and Non-Qualified stock options granted to reporting person on 5/18/00, NQ options vesting in two increments on 5/18/02 and 5/18/03, and ISO's vesting in three increments from 5/18/01 to 5/18/03.

F4: 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, and ISO's vesting in two increments on 3/13/04 and 3/13/05.

F5: 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.

F6: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F7: 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.

F8: 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.

F9: 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.