Edgar Filing: HUMANA INC

f144lord

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144	OMB APPROVAL
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NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker		SEC USE ONLY
		DOCUMENT SEQUENCE NO.
		CUSIP NUMBER
		WORK LOCATION

1 (a) NAME OF ISSUER (Please type or print)
Humana Inc.

(b) IRS IDENT. NO.
61-0647538

(c) S.E.C. FILE NO.
1-5975

1 (d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE

500 West Main Street, Louisville, KY 40202

(e) TELEPHONE

AREA CODE
502

NUMBERS
580-1000

2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE
SECURITIES ARE TO BE SOLD
Jonathan T. Lord, M.D.

(b) IRS IDENT. NO.
N/A

(c) RELATIONSHIP TO ISSUER
Executive Officer

(d) ADDRESS STREET CITY STATE ZIP CODE
500 W. Main Street
Louisville, KY 40202

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. identification Number and the S.E.C. File Number

3 Title of the (a) Class of Securities To Be Sold

(b) Name and Address of Each
Broker Through whom the
Securities Are To Be Offered
or Each Market Maker who
is Acquiring the Securities

SEC USE ONLY

(d) Aggregate
Market Value
(See Instr. 3(d)

(e) Number of Shares
or Other Units
Outstanding
(See Instr. 3(e))

(f) Approximate Date
of Sale
(See Instr. 3(f)
MO. DAY YR.)

(g) Name of Each
Securities
Exchange
(See instr. 3 (g))

Broker-Dealer
File Number

Common

Morgan Keegan & Co.
Aegon Tower
400 W. Market Street, 20^th Floor
Louisville, KY 40202

25,000

$257,625
(Based on FMV on 12/17/02 of $10.305)

162,951,630
as of 12/17/02

December 18, 2002

NYSE

INSTRUCTIONS:
1. (a) Name of Issuer

(b) Issuer's I.R.S. Identification Number

(d) Issuer's address, including zip code

(e) Issuer's telephone number, including area code

3. (a) Title of the class of securities to be sold

(b) Name and Address of each broker through whom the securities are intended to be sold

(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

(f) Approximate date on which the securities are to be sold

(g) Name of each securities exchange, if any, on which the securities are intended to be sold

2. (a) Name of person for whose account the securities are to be sold

(b) Such person's I.R.S. identification number, if such person is an entity

(c) Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing

(d) Such persons's address, including zip code

Form 144

Page 1 of 2

TABLE - SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor.
Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of the Person from Whom Acquired (if gift, also give date donor acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment
Common	12/18/02*	Stock Option Exercise	Issuer	25,000	12/18/02*	Cash

INSTRUCTIONS:
1. If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

2. If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

_____________________________________________________________________________________________________________________________________________________________________________

TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS (1) Furnish the following information as to all securities of the issuer sold During the past 3 months by the person for whose account the securities are to be sold.
Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Jonathan T. Lord, M.D.	Common	9/30/02	15,000	$183,000

REMARKS: *Pursuant to Stock Option Exercise

INSTRUCTIONS:

ATTENTION:

See the definition of "person" in paragraph (a) 9 of Rule 144.

Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the issuer of the securities to be sold which has not been publicly disclosed.

12/18/02	/s/ Jonathan T. Lord, M.D.
DATE OF NOTICE	(SIGNATURE) JONATHAN T. LORD, M.D.

This notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.

Any copies not manually signed shall bear typed or printed signatures.

ATTENTION:

Intentional misstatements or omission of facts constitute
Federal Criminal Violations (See 18 U.S.C. 1001)