HUMANA INC — Director's Dealing 2011

May 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-05-09

Reporting Person: BLOEM JAMES H (Sr. VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-09	Humana Common	M	12117	$46.40	Acquired	71343	Direct
2011-05-09	Humana Common	M	38830	$53.96	Acquired	110173	Direct
2011-05-09	Humana Common	F	34355	$77.35	Disposed	75818	Direct
2011-05-09	Humana Common	F	7157	$77.35	Disposed	68661	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-09	Options	$53.96	M	38830	Disposed	2013-02-23	Humana Common (38830)	Direct
2011-05-09	Options	$46.40	M	12117	Disposed	2017-02-18	Humana Common (12117)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$62.10	2014-02-22	Humana Common (45415)	45415	Direct
Options	$69.475	2015-02-21	Humana Common (47875)	47875	Direct
Options	$41.83	2016-02-19	Humana Common (22576)	22576	Direct
Options	$61.18	2018-02-17	Humana Common (22767)	22767	Direct
Restricted Stock Units	$		Humana Common (5149)	5419	Direct

Footnotes

F1: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F2: 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.

F3: 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.

F4: Incentive and Non-Qualified stock options granted to reporting person on 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11.

F5: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/19/10 to 2/19/12.

F6: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/18/11 to 2/18/13.

F7: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/17/12 to 2/17/14.

F8: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F9: Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).

F10: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.