HUMANA INC — Director's Dealing 2011

Feb 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-02-23

Reporting Person: JONES DAVID A JR/KY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-23	Humana Common	S	150000	$63.6722	Disposed	207293	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	72	Indirect
Humana Common	1300	Indirect
Humana Common	1300	Indirect
Humana Common	300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$11.55	2012-01-02	Humana Common (5000)	5000	Direct
Options	$10.19	2013-01-02	Humana Common (5000)	5000	Direct
Options	$23.05	2014-01-02	Humana Common (2500)	2500	Direct
Stock Units	$		Humana Common (5022)	5022	Direct

Footnotes

F1: The shares sold in multiple lots ranging from $63.01 to $64.52. The weighted average sale price was $63.6722.

F2: Reporting person indirectly owns 72 shares held by spouse.

F3: Reporting person indirectly owns 1,300 shares held by spouse as custodian for son.

F4: Reporting person indirectly owns 1,300 shares held by spouse as custodian for daughter.

F5: Reporting person indirectly owns 300 shares held in an Individual Retirement Account.

F6: Right to buy pursuant to Humana Inc.'s 1996 Incentive Stock Option Plan.

F7: Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.

F8: Director's cash fee elected to be converted into stock units, deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1).