Sec Form 4 Filing - REYNOLDS W ANN @ HUMANA INC - 2011-05-15

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 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 REYNOLDS W ANN 2. Issuer Name and Ticker or Trading Symbol HUMANA INC [ HUM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 56 FRONT STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2011 (Street) KEY WEST, FL33040 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/15/2011 M 401 ( 1 ) A $ 78.635 39,727 D Humana Common 87 I See Footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ) $ 11.55 01/02/2003 01/02/2012 Humana Common 5,000 5,000 D Options ( 3 ) $ 10.19 01/02/2004 01/02/2013 Humana Common 5,000 5,000 D Options ( 4 ) $ 23.05 01/02/2005 01/02/2014 Humana Common 2,500 2,500 D Stock Unit ( 1 ) ( 5 ) ( 5 ) 05/15/2011 M 401 ( 5 ) ( 5 ) Humana Common 401 $ 78.635 7,355 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REYNOLDS W ANN 56 FRONT STREET KEY WEST, FL33040 X Signatures W. Ann Reynolds, Ph.D. 05/17/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Share disbursement of annual Director's fees, which were deferred at the election of the reporting person until her resignation from the Board. The remaining 7,355 shares will be disbursed annually through May 15, 2014. ( 2 )Shares held by reporting person's spouse. ( 3 )Right to buy pursuant to Humana Inc.'s 1996 Incentive Stock Option Plan. ( 4 )Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan. ( 5 )Annual Director's fee payable in stock units which have been deferred at the election of the reporting person until her 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).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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