HUMANA INC — Director's Dealing 2007

Aug 6, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2007-08-02

Reporting Person: MURRAY JAMES E (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-08-02	Humana Common	M	24806	$19.25	Acquired	118710	Direct
2007-08-02	Humana Common	S	3700	$66.50	Disposed	115010	Direct
2007-08-02	Humana Common	S	1400	$66.51	Disposed	113610	Direct
2007-08-02	Humana Common	S	600	$66.52	Disposed	113010	Direct
2007-08-02	Humana Common	S	6000	$66.60	Disposed	107010	Direct
2007-08-02	Humana Common	S	300	$66.62	Disposed	106710	Direct
2007-08-02	Humana Common	S	200	$66.63	Disposed	106510	Direct
2007-08-02	Humana Common	S	100	$66.66	Disposed	106410	Direct
2007-08-02	Humana Common	S	100	$66.61	Disposed	106310	Direct
2007-08-02	Humana Common	S	800	$66.65	Disposed	105510	Direct
2007-08-02	Humana Common	S	300	$66.67	Disposed	105210	Direct
2007-08-02	Humana Common	S	500	$66.68	Disposed	104710	Direct
2007-08-02	Humana Common	S	2400	$66.70	Disposed	102310	Direct
2007-08-02	Humana Common	S	100	$66.69	Disposed	102210	Direct
2007-08-02	Humana Common	S	3900	$66.25	Disposed	98310	Direct
2007-08-02	Humana Common	S	1200	$66.26	Disposed	97110	Direct
2007-08-02	Humana Common	S	2100	$66.27	Disposed	95010	Direct
2007-08-02	Humana Common	S	200	$66.28	Disposed	94810	Direct
2007-08-02	Humana Common	S	700	$66.29	Disposed	94110	Direct
2007-08-02	Humana Common	S	206	$66.30	Disposed	93904	Direct
2005-12-31	Humana Common	G	1173	—	Disposed	92731	Direct
2007-08-03	Humana Common	M	83008	—	Acquired	175739	Direct
2007-08-03	Humana Common	F	15144	—	Disposed	160595	Direct
2007-08-03	Humana Common	F	26645	—	Disposed	133980	Direct
2005-12-31	Humana Common	G	1173	—	Disposed	6188	Indirect
2005-12-31	Humana Common	G	782	—	Acquired	782	Indirect
2007-08-02	Humana Common	S	88400	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-08-03	Options	$15.5938	M	22800	Disposed	2008-01-15	Humana Common (22800)	Direct
2007-08-02	Options	$19.25	M	24806	Disposed	2009-01-15	Humana Common (24806)	Direct
2007-08-03	Options	$19.25	M	5194	Disposed	2009-01-15	Humana Common (5194)	Direct
2007-08-03	Options	$7.4688	M	14000	Disposed	2009-11-18	Humana Common (14000)	Direct
2007-08-03	Options	$9.26	M	36314	Disposed	2013-03-13	Humana Common (36314)	Direct
2007-08-03	Options	$21.275	M	4700	Disposed	2014-02-24	Humana Common (4700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	20811	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$32.70	2012-02-24	Humana Common (110000)	110000	Direct
Options	$12.995	2012-03-13	Humana Common (20000)	20000	Direct
Options	$21.275	2014-02-24	Humana Common (85000)	85000	Direct
Options	$53.96	2013-02-23	Humana Common (84720)	84720	Direct
Options	$62.10	2014-02-22	Humana Common (67042)	67042	Direct
Phantom Stock Units	$		Humana Common (15627)	15627	Indirect

Footnotes

F1: Shares held by reporting person's spouse.

F2: Shares held by reporting person's child. See Footnote 6.

F3: Reporting person and his spouse gifted shares to each of their 3 children in 2005 and 2006 totalling 782 shares in the aggregate which previously was not reported on a Form 4. Therefore, both the direct and indirect ownership of reporting person and spouse were reduced by 1,173 shares. None of these shares were sold by the children during this time.

F4: Reporting person sold 88,400 shares as follows: 10,275 @ $66.25; 9,600 @ $66.5; 600 @ $66.52; 2,600 @ $66.51; 6,300 @ $66.60; 200 @ $66.62; 200 @ $66.63; 800 @ $66.65; 300 @ $66.67; 200 @ $66.68; 2,706 @ $66.70; 100 @ $66.69; 2,694 @ $66.30; 2,500 @ $66.31; 1,100 @ $66.32; 100 @ $66.33; 632 @ $66.34; 4,000 @ $66.35; 700 @ $66.36; 800 @ $66.37; 300 @ $66.38; 33,568 @ $66.40; 1,600 @ $66.41; 500 @ $66.43; 1,300 @ $66.44; 100 @ $66.42; 400 @ $66.45; 2,125 @ $66.27; 700 @ $66.26; 500 @ $66.28; and 900 @ $66.29.

F5: Shares held by James E. Murray 2006 GRAT of which reporting person is the Grantor and Trustee. Reporting person disclaims beneficial ownership of Company stock held by the GRAT except to the extent of his pecuniary interest.

F6: Stock units held for the benefit of reporting person as of June 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. All transactions are exempt under Rule 16b-3(c).

F7: Stock options exercised on 8/3/07 as follows: 36,314 @ $9.26 p/share; 22,800 @ $15.5938; 14,000 @ $7.4688; 4,700 @ $21.275 and 5,194 @ $19.25.

F8: Shares swapped to pay for purchase of options listed in footnote 7.

F9: Shares traded to pay for taxes due on stock option exercise listed in footnote 7.

F10: Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees.

F11: Incentive and Non-Qualified Stock Options were granted to reporting person on 9/17/98 vesting in three increments each from 9/17/99 to 1/15/01.

F12: Incentive and Non-Qualified Stock Options were granted to reporting person on 1/15/99 vesting in three increments each from 1/15/00 to 1/15/02.

F13: Non-Qualified Stock Options were granted to reporting person on 11/18/99 vesting in three increments from 11/18/00 to 11/18/02.

F14: Incentive Stock Options were granted to reporting person on 3/13/02 vesting in thirds from 3/13/03 to 3/13/05.

F15: Incentive and Non-Qualified Stock Options were granted to reporting person on 3/13/03 vesting in three increments each from 3/13/04 to 3/13/06.

F16: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F17: Incentive and Non-Qualified Stock Options were granted to reporting person on 2/24/04 vesting in three increments from 2/24/05 to 2/24/07, and ISO's vesting on 02/24/07.

F18: 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.

F19: 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.

F20: 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.

F21: Phantom Stock Units held for the benefit of reporting person as of June 30, 2007, based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan. All transactions are exempt under Rule 16b-3(c and d).