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 *
MURRAY JAMES E
  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)
EVP & COO
(Last)
(First)
(Middle)
HUMANA INC., 500 WEST MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2011
(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               3,983 (15) I See Footnote (1)
Humana Common 12/13/2011   G   580 D $ 86.945 107,205 (16) (18) D  
Humana Common               1,356 (17) I See Footnote (2)
Humana Common               25,072 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) $ 69.475               (5) 02/21/2015 Humana Common 38,234   38,234 (18) D  
Options (4) $ 46.4               (6) 02/18/2017 Humana Common 19,042   19,042 (18) D  
Options (4) $ 61.18               (7) 02/17/2018 Humana Common 26,140   26,140 (18) D  
Options (4) $ 88.6475               (8) 02/23/2019 Humana Common 48,747   48,747 (18) D  
Restricted Stock Units (9) (10)               (11)   (11) Humana Common 8,867   8,867 (18) D  
Restricted Stock Units (9) (10)               (12)   (12) Humana Common 28,668   28,668 (18) D  
Restricted Stock Units (9) (10)               (13)   (13) Humana Common 9,476   9,476 (18) D  
Phantom Stock Units (14)               (14)   (14) Humana Common 29,475   29,475 I See Footnote (14)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MURRAY JAMES E
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY 40202
      EVP & COO  

Signatures

 James E. Murray   04/13/2012
**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 by reporting person's spouse.
(2) Shares held in The Murray Family trust.
(3) Stock units held for the benefit of reporting person as of March 30, 2012 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).
(4) Right to buy pursuant to Company's 2003 Stock Incentive Plan.
(5) Incentive and Non-Qualified stock options granted to reporting person on 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11.
(6) Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/18/11 to 2/18/13.
(7) Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/17/12 to 2/17/14.
(8) Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/23/13 to 2/23/15.
(9) Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.
(10) Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).
(11) Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.
(12) Restricted stock units granted to reporting person on 11/7/11, 100% of the award is vesting on 11/7/13.
(13) Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.
(14) Phantom Stock Units held for the benefit of reporting person as of March 30, 2012 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).
(15) The number of shares held on 12/13/2011 was 3,983. No transactions have occurred since 12/13/2011 and 3,983 is the current balance as of 4/13/2012.
(16) 107,205 shares is the current ending number as of 4/13/2012. The number of directly held shares held after the gift on 12/13/2011 was 109,845. The 580 shares were gifted to members of the Murray family on 12/13/2011; the shares were inadvertently not reported at that time. The shares are still held by the Murray family.
(17) The number of shares held on 12/13/2011 was 1,356. No transactions have occurred since 12/13/2011 and 1,356 is the current balance as of 4/13/2012.
(18) The ending balances as of 4/13/2012 are reported on this Form 4.

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