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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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) Senior VP & General Counsel (Last) (First) (Middle) HUMANA INC., 500 WEST MAIN STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/17/2006 (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 05/17/2006   M   110 A $ 15.5938 95,033 D   Humana Common 05/17/2006   G   110 D $ 47.345 94,923 D   Humana Common               1,350 I See Footnote (1) Humana Common               19,910 I See Footnote (2)

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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 (3)	$ 15.5938	05/17/2006		M			110	(4)	(4)	Humana Common	110	$ 15.5938	58,354	D
Options (3)	$ 15.5938							(5)	01/15/2008	Humana Common	4,316		4,316	D
Options (3)	$ 9.5938							(6)	09/09/2009	Humana Common	31,269		31,269	D
Options (9)	$ 32.7							(11)	02/24/2012	Humana Common	75,000		75,000	D
Options (3)	$ 12.995							(7)	03/13/2012	Humana Common	45,000		45,000	D
Options (3)	$ 9.26							(8)	03/13/2013	Humana Common	33,333		33,333	D
Options (9)	$ 21.275							(10)	02/24/2014	Humana Common	60,000		60,000	D
Options (9)	$ 53.96							(12)	02/23/2013	Humana Common	47,655		47,655	D
Phantom Stock Units	(13)							(13)	(13)	Humana Common	12,213		12,213	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			Senior VP & General Counsel

Signatures

Arthur P. Hipwell		05/18/2006
**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)	Shares held on behalf of minor children.
(2)	Shares held for the benefit of reporting person as of April 30, 2006 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan. All transactions are exempt under Rule 16b-3(c).
(3)	Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.
(4)	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.
(5)	Incentive stock options granted to reporting person on 9/17/98 and fully vested on 9/1/99.
(6)	Incentive and Non-Qualified stock options granted to reporting person on 9/9/99 and fully vested on 9/9/02.
(7)	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.
(8)	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.
(9)	Right to buy pursuant to the Company's 2003 Stock Incentive Plan.
(10)	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.
(11)	Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, NQ options vesting in three increments from 2/24/06 to 2/24/08, and ISO's vesting on 2/24/08.
(12)	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.
(13)	Phantom Stock Units held for the benefit of reporting person as of April 30, 2006 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan. All transactions are exempt under Rule 16b-3(c and d).

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