Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HIPWELL ARTHUR P
   2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [HUM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr VP & General Counsel
(Last)
(First)
(Middle)
HUMANA INC., 500 WEST MAIN STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/27/2004
(Street)

LOUISVILLE, KY 40202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Humana Common (1) 12/27/2004   G   2,000 D $ 0 94,539 D  
Humana Common (1) 12/28/2004   G   1,575 D $ 0 92,964 D  
Humana Common (1) 12/28/2004   M   104,198 A $ 0 (3) 197,162 D  
Humana Common (1) 12/28/2004   F   19,568 D $ 29.48 177,594 D  
Humana Common (1) 12/28/2004   F   47,926 D $ 29.355 129,668 D  
Humana Common (1) 12/27/2004   G   1,050 A $ 0 1,350 I See Footnote (2)
Humana Common (1)               18,696 I See Footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (5) $ 15.5938 12/28/2004   M     68,800   (6)   (6) Humana Common (1) 68,800 $ 15.5938 58,464 D  
Options (5) $ 15.5938               (7) 01/15/2008 Humana Common (1) 4,316   4,316 D  
Options (5) $ 9.5938 12/28/2004   M     18,731   (8) 09/09/2009 Humana Common (1) 18,731 $ 9.5938 31,269 D  
Options (5) $ 12.995               (9) 03/13/2012 Humana Common (1) 45,000   45,000 D  
Options (5) $ 9.26 12/28/2004   M     16,667   (10) 03/13/2013 Humana Common (1) 16,667 $ 9.26 33,333 D  
Options (11) $ 21.275               (12) 02/24/2014 Humana Common (1) 60,000   60,000 D  
Phantom Stock Units (13)               (13)   (13) Humana Common (1) 9,498   9,498 I See Footnote (13)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HIPWELL ARTHUR P
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY 40202		       Sr VP & General Counsel  

Signatures

 Arthur P. Hipwell   12/28/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each share of Common Stock contains a Right adopted on March 5, 1987, pursuant to the Company Rights Agreement, as amended and restated on February 14, 1996, and amended as of May 27, 1998 and March 1, 1999, which entitles holders of the Company's Common Stock, in the event certain specified events occur, to acquire 1/100 of a share of Series A Participating Preferred Stock at a price of $145 per fractional share.
(2) Shares held on behalf of minor children.
(3) Shares acquired by reporting person through exercises as follows: 68,800 options at $15.5938; 18,731 options at $9.5938; and 16,667 options at $9.26.
(4) Shares held for the benefit of reporting person as of November 30, 2004 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).
(5) Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.
(6) 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.
(7) Incentive stock options granted to reporting person on 9/17/98 and fully vested on 9/1/99.
(8) Incentive and Non-Qualified stock options granted to reporting person on 9/9/99 and fully vested on 9/9/02.
(9) 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.
(10) 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.
(11) Right to buy pursuant to the Company's 2003 Stock Incentive Plan.
(12) 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.
(13) Phantom Stock Units held for the benefit of reporting person as of November 30, 2004 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d).

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