HUMANA INC — Director's Dealing 2007

Aug 30, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2007-08-29

Reporting Person: HIPWELL ARTHUR P (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-08-29	Humana Common	M	26100	$15.5938	Acquired	95765	Direct
2007-08-29	Humana Common	M	22534	$9.26	Acquired	118299	Direct
2007-08-29	Humana Common	M	31269	$9.5938	Acquired	149568	Direct
2007-08-29	Humana Common	M	7500	$12.995	Acquired	157068	Direct
2007-08-29	Humana Common	F	15586	$64.995	Disposed	141482	Direct
2007-08-29	Humana Common	F	15355	$63.995	Disposed	126127	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-08-29	Options	$15.5938	M	21784	Disposed		Humana Common (21784)	Direct
2007-08-29	Options	$15.5938	M	4316	Disposed	2008-01-15	Humana Common (4316)	Direct
2007-08-29	Options	$9.5938	M	31269	Disposed	2009-09-09	Humana Common (31269)	Direct
2007-08-29	Options	$12.995	M	7500	Disposed	2012-03-13	Humana Common (45000)	Direct
2007-08-29	Options	$9.26	M	22534	Disposed	2013-03-13	Humana Common (22534)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	1350	Indirect
Humana Common	5500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$32.70	2012-02-24	Humana Common (75000)	75000	Direct
Options	$21.275	2014-02-24	Humana Common (60000)	60000	Direct
Options	$53.96	2013-02-23	Humana Common (47655)	47655	Direct
Options	$62.10	2014-02-22	Humana Common (38062)	38062	Direct
Phantom Stock Units	$		Humana Common (13300)	13300	Indirect

Footnotes

F1: Shares held on behalf of minor children.

F2: Stock units held for the benefit of reporting person as of July 31, 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).

F3: Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.

F4: Non-Qualified stock options granted to reporting person on 9/17/98, fully vested on 9/1/99 with 68,800 options expiring on 1/12/05, 36,680 options expiring on 1/9/2007 and 21,784 options expiring on 1/15/2008.

F5: Incentive stock options granted to reporting person on 9/17/98 and fully vested on 9/1/99.

F6: Incentive and Non-Qualified stock options granted to reporting person on 9/9/99 and fully vested on 9/9/02.

F7: Incentive and Non-Qualified stock options granted to reporting person on 3/13/02, vesting in three increments each from 3/13/03 to 3/13/05.

F8: 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.

F9: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: Phantom Stock Units held for the benefit of reporting person as of July 31, 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).