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 * MARGULIS HEIDI S   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 V.P.-Gov. Relations (Last) (First) (Middle) HUMANA INC., 500 WEST MAIN STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/23/2006 (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 02/23/2006   A   1,718 A $ 0.1667 23,991 D   Humana Common               6,531 I See Footnote (1)

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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 (2)

$ 15.5938

01/09/2000

01/09/2007

Humana Common

9,170

9,170

D

Options (2)

$ 15.5938

01/15/2001

01/15/2008

Humana Common

8,700

8,700

D

Options (2)

$ 15.5938

09/17/1999

09/17/2008

Humana Common

6,090

6,090

D

Options (2)

$ 19.25

01/15/2002

01/15/2009

Humana Common

10,000

10,000

D

Options (2)

$ 9.5938

09/09/2002

09/09/2009

Humana Common

15,000

15,000

D

Options (4)

$ 32.7

(6)

02/24/2012

Humana Common

13,400

13,400

D

Options (2)

$ 9.26

(3)

03/13/2013

Humana Common

10,000

10,000

D

Options (4)

$ 21.275

(5)

02/24/2014

Humana Common

15,000

15,000

D

Options (4)

$ 53.96

02/23/2006

A

5,713

(7)

02/23/2013

Humana Common

5,713

$ 53.96

5,713

D

Phantom Stock Units

(8)

(8)

(8)

Humana Common

346

346

I

See Footnote (8)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARGULIS HEIDI S HUMANA INC. 500 WEST MAIN STREET LOUISVILLE, KY 40202			Senior V.P.-Gov. Relations

Signatures

Heidi S. Margulis		02/27/2006
**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 for reporting person's benefit as of January 31, 2006 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).
(2)	Right to buy pursuant to Humana Inc.'s 1996 Stock Incentive Plan for Employees.
(3)	Stock Options granted to reporting person on 3/13/03 vesting in thirds from 3/13/04 to 3/13/06.
(4)	Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.
(5)	Non-Qualified and Incentive Stock Options granted to reporting person on 2/24/04, vesting in three increments from 2/24/05 to 2/24/07.
(6)	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.
(7)	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.
(8)	Phantom Stock Units held for the benefit of reporting person as of January 31, 2006, based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d).

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