HUMANA INC — Director's Dealing 2007

Dec 19, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2007-12-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-12-18	Humana Common	G	326	$73.615	Disposed	13093	Indirect
2007-12-18	Humana Common	G	326	$73.615	Disposed	14010	Indirect
2007-12-18	Humana Common	G	652	—	Acquired	3948	Indirect
2007-12-17	Humana Common	M	100000	$7.4688	Acquired	512006	Direct
2007-12-17	Humana Common	M	125521	$6.9063	Acquired	637527	Direct
2007-12-17	Humana Common	M	4700	$21.275	Acquired	642227	Direct
2007-12-17	Humana Common	F	21192	$76.145	Disposed	621035	Direct
2007-12-17	Humana Common	F	1345	$74.29	Disposed	619690	Direct
2007-12-17	Humana Common	F	89874	$74.29	Disposed	529816	Direct
2007-12-17	Humana Common	G	101	$74.29	Disposed	529715	Direct
2007-12-18	Humana Common	G	817	$73.615	Disposed	528898	Direct
2007-12-17	Humana Common	S	20400	$73.50	Disposed	508498	Direct
2007-12-17	Humana Common	S	300	$73.5001	Disposed	508198	Direct
2007-12-17	Humana Common	S	100	$73.501	Disposed	508098	Direct
2007-12-17	Humana Common	S	100	$73.502	Disposed	507998	Direct
2007-12-17	Humana Common	S	5850	$73.51	Disposed	502148	Direct
2007-12-17	Humana Common	S	100	$73.5115	Disposed	502048	Direct
2007-12-17	Humana Common	S	2950	$73.52	Disposed	499098	Direct
2007-12-17	Humana Common	S	1900	$73.53	Disposed	497198	Direct
2007-12-17	Humana Common	S	100	$73.5301	Disposed	497098	Direct
2007-12-17	Humana Common	S	4400	$73.54	Disposed	492698	Direct
2007-12-17	Humana Common	S	100	$73.5401	Disposed	492598	Direct
2007-12-17	Humana Common	S	100	$73.542	Disposed	492498	Direct
2007-12-17	Humana Common	S	10800	$73.55	Disposed	481698	Direct
2007-12-17	Humana Common	S	100	$73.5501	Disposed	481598	Direct
2007-12-17	Humana Common	S	300	$73.56	Disposed	481298	Direct
2007-12-17	Humana Common	S	100	$73.5601	Disposed	481198	Direct
2007-12-17	Humana Common	S	37300	—	Disposed	443898	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-12-17	Options	$7.4688	M	100000	Disposed	2009-11-18	Humana Common (100000)	Direct
2007-12-17	Options	$6.9063	M	125521	Disposed	2010-02-11	Humana Common (125521)	Direct
2007-12-17	Options	$21.275	M	4700	Disposed	2014-02-24	Humana Common (4700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	38059	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$19.25	2009-01-15	Humana Common (24806)	24806	Direct
Options	$32.70	2012-02-24	Humana Common (250000)	250000	Direct
Options	$12.995	2012-03-13	Humana Common (34610)	34610	Direct
Options	$9.26	2013-03-13	Humana Common (189201)	189201	Direct
Options	$53.96	2013-02-23	Humana Common (150000)	150000	Direct
Options	$62.10	2014-02-22	Humana Common (129758)	129758	Direct
Phantom Stock Units	$		Humana Common (1138)	1138	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 November 30, 2007 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: Reporting person sold an aggregate of 37,300 shares on 12/17/07-12/18/07 as follows: 600 @ $73.58; 100 @ $73.5801; 100 @ $73.5825; 400 @ $73.59; 8,000 @ $73.6; 200 @ $73.6001; 1,100 @ $73.61; 500 @ $73.62; 10,500 @ $73.63; 2,068 @ $73.64; 700 @ $73.65; 100 @ $73.6501; 200 @ $73.66; 200 @ 73.67; 100 @ 73.6705; 100 @ $73.6725; 900 @ $73.68; 300 @ $73.69; 1,132 @ $73.70; 100 @ $73.7001; 1,100 @ $73.71; 100 @ $73.712; 2,900 @ 73.72; 100 @ $73.7335; 600 @ $73.74; 100 @ $73.7401; 100 @ $73.741; 2,200 @ $73.75; 100 @ $73.751; 800 @ $73.76; 200 @$73.79; 400 @ $73.82; 200 @ $73.83; 100 @ $73.84; 900 @ $73.85.

F6: Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees.

F7: 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.

F8: Non-qualified stock options granted to reporting person on 11/18/99 vesting in three increments from 11/18/00 to 11/18/02.

F9: 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.

F10: 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.

F11: 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.

F12: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: Phantom Stock Units held for the benefit of reporting person as of November 30, 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).