HUMANA INC — Director's Dealing 2007

Dec 20, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2007-12-18

Reporting Person: HATHCOCK BONNIE C (Sr VP & Chief Human Res. Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-12-18	Humana Common	I	1981	$73.39	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-12-18	Phantom Stock Units	$	I	9	Disposed		Humana Common (9)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	25261	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$32.70	2012-02-24	Humana Common (25000)	25000	Direct
Options	$12.995	2012-03-13	Humana Common (5195)	5195	Direct
Options	$21.275	2014-02-24	Humana Common (4700)	4700	Direct
Options	$53.96	2013-02-23	Humana Common (31770)	31770	Direct
Options	$62.10	2014-02-22	Humana Common (38062)	38062	Direct

Footnotes

F1: Discretionary transaction in accordance with Rule 16b-3(f) resulting in the disposition of issuer securities held for the benefit of reporting person under the Humana Retirement & Savings Plan. Shares transferred were approximately $73.39 per share.

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 3/13/02, NQ options vesting in three increments from 3/13/03 to 3/13/05, and ISO's vesting on 3/13/05.

F4: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F5: 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.

F6: 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.

F7: 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.

F8: Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10.

F9: Phantom Stock Units held for the benefit of reporting person as of October 31, 2007, 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).

F10: Discretionary transaction in accordance with Rule 16b-3(f) resulting in the disposition of issuer securities held for the benefit of reporting person under the Humana Supplemental Executive Retirement & Savings Plan. Shares transferred were approximately $73.39 per share.