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 *
SHIELDS R EUGENE
   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)
Senior Vice President-Gov Prgm
(Last)
(First)
(Middle)
HUMANA INC., 500 WEST MAIN STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/21/2004
(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) 12/21/2004   M   36,774 A $ 0 (17) 105,989 D  
Humana Common (1) 12/21/2004   S   36,774 D $ 29.5 69,215 D  
Humana Common (1)               1,277 I See Footnote (2)
Humana Common (1)               8,933 I See Footnote (3)

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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 (4) $ 15.5938               (5) 01/15/2008 Humana Common (1) 17,400   17,400 D  
Options (4) $ 15.5938               (6) 09/17/2008 Humana Common (1) 30,450   30,450 D  
Options (4) $ 15.5938               (7) 01/09/2007 Humana Common (1) 22,925   22,925 D  
Options (4) $ 15.5938 12/21/2004   M     3,440   (8) 01/12/2005 Humana Common (1) 3,440 $ 15.5938 0 D  
Options (4) $ 19.25               (9) 01/15/2009 Humana Common (1) 20,000   20,000 D  
Options (4) $ 9.5938 12/21/2004   M     20,000   (10) 09/09/2009 Humana Common (1) 20,000 $ 9.5938 0 D  
Options (4) $ 12.995 12/21/2004   M     13,334   (11) 03/13/2012 Humana Common (1) 13,334 $ 12.995 6,666 D  
Options (4) $ 9.26               (12) 03/13/2013 Humana Common (1) 15,000   15,000 D  
Options (13) $ 21.275               (14) 02/24/2014 Humana Common (1) 15,000   15,000 D  
Options (4) $ 16.2               (15) 02/24/2014 Humana Common (1) 25,000   25,000 D  
Phantom Stock Units (16)               (16)   (16) Humana Common (1) 3,654   3,654 I See Footnote (16)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHIELDS R EUGENE
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY 40202		       Senior Vice President-Gov Prgm  

Signatures

 R. Eugene Shields   12/21/2004
**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) Reporting person has a child over the age of majority living in his household who holds 1,277 shares.
(3) 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).
(4) Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.
(5) Non-Qualified stock options were granted to reporting person on 9/17/98 vesting in three increments from 9/17/99 to 1/15/01.
(6) Non-Qualified stock options were granted to reporting person on 9/17/98, all of which vest on 9/17/99.
(7) Non-Qualified stock options were granted to reporting person on 9/17/98 vesting in two increments from 9/17/99 to 1/9/00.
(8) Non-Qualified stock options were granted to reporting person on 9/17/98, all of which vest on 1/12/05.
(9) Non-Qualified stock options were granted to reporting person on 1/15/99 vesting in three increments from 1/15/00 to 1/15/02.
(10) Non-Qualified stock options were granted to reporting person on 9/9/99 vesting in three increments from 9/9/00 to 9/9/02.
(11) Incentive stock options were granted to reporting person on 3/13/02 vesting in thirds from 3/13/03 to 3/13/05.
(12) Incentive and Non-Qualified stock options were granted to reporting person on 3/13/03, NQ options to vest in two increments on 3/13/04 & 3/13/05, and ISO's to vest in three increments from 3/13/04 to 3/13/06.
(13) Right to buy pursuant to the Company's 2003 Stock Incentive Plan.
(14) Incentive and Non-Qualified stock options were 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 in two increments on 2/24/06 and 2/24/07.
(15) Non-Qualified stock options were granted to reporting person on 6/24/04 vesting in three increments from 6/24/05 to 6/24/07.
(16) 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-for1 basis, under the Humana Excess Plan and exempt under Rule 16b-3(c and d).
(17) Stock options are being exercised at different option prices as follows: 13,334 options at $12.995; 3,440 options at $15.5938; and 20,000 at $9.5938.

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