HUMANA INC — Director's Dealing 2011

Feb 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-02-15

Reporting Person: McDonald William J. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Stock Unit	$	A	106	Acquired		Humana Common (106)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	250	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Unit	$		Humana Common (17936)	17936	Direct

Footnotes

F1: Annual Director's fee payable in 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).

F2: 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).

F3: The amount of securities beneficially owned is increased by 106 shares for the February 15, 2011 cash fee conversion to stock and 1 share due to fractional share accumulations that have occurred since January 14, 2011.