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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MARGULIS HEIDI S

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2003

3. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ]

4. 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. Aff

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Humana Inc.⁽¹⁾	48,895	D	Humana Retirement & Savings Plan⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Humana Common⁽²⁾	01/15/2001	01/15/2008	Humana Common⁽¹⁾	8,700	15.5938	D
Humana Common⁽²⁾	01/09/2000	01/09/2007	Humana Common⁽¹⁾	9,170	15.5938	D
Humana Common⁽²⁾	09/17/1999	09/17/2008	Humana Common⁽¹⁾	6,090	15.5938	D
Humana Common⁽²⁾	09/17/1999	01/12/2005	Humana Common⁽¹⁾	10,320	15.5938	D
Humana Common⁽²⁾	01/15/2002	01/15/2009	Humana Common⁽¹⁾	10,000	19.25	D
Humana Common⁽²⁾	09/09/2002	09/09/2009	Humana Common⁽¹⁾	15,000	9.5938	D
Humana Common⁽²⁾	03/13/2004	03/13/2013	Humana Common⁽¹⁾	3,334	9.26	D
Humana Common⁽²⁾	03/13/2005	03/13/2013	Humana Common⁽¹⁾	3,333	9.26	D
Humana Common⁽²⁾	03/13/2006	03/13/2013	Humana Common⁽¹⁾	3,333	9.26	D
Humana Phantom Stock Units⁽⁴⁾	08/08/1988	08/08/1988	Humana Common⁽¹⁾	357	0	D

Explanation of Responses:

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. Right to buy pursuant to the Humana's 1996 Stock Incentive Plan for Employees.

3. Reporting person has 6,312 shares held for her benefit, as of April 30, 2003, 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. Reporting person has 357 Phantom Stock Units held for her benefit, as of April 30, 2003, under the Humana Excess Plan, exempt under Rule 16b-3(d).

	Heidi S. Margulis	05/19/2003
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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