may144dj

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

FORM 144

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OMB Number 3235-0101

Expires: August 31, 2003

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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
David A. Jones

(b) IRS IDENT. NO.
N/A

(c) RELATIONSHIP TO ISSUER
Chairman of the Board

(d) ADDRESS STREET CITY STATE ZIP CODE
500 W. Main West
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

(c)  Number of Shares
or Other Units To Be
Sold
(See Instr. 3 (c))

(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

Merrill Lynch Pierce Fenner & Smith
4 World Financial Center-5th Floor
New York, NY 10080

UBSPaine Webber Inc.
299 Park Avenue, 26th Floor
New York, NY 10171

240,000(1)

$3,600,000
(Based on FMV on 5/30/02 of $15.00)

169,274,991
as of 5/30/02

June 3, 2002

NYSE

INSTRUCTIONS:
1.  (a)  Name of Issuer

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

    (c)  Issuer's S.E.C. file number, if any

    (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

    (c)  Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

    (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

3/12-23/1993

Open Market Purchase

Through Broker Transaction

480,000

3/12-23/1993

Cash

Common

03/1-23/1993

Open Market Purchase

Through Broker Transaction

470,696

3/12-23/1993

Cash

Common

10/05/1999

Open Market Purchase

Through Broker Transaction

9,304

10/05/1999

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

David A. Jones
500 West Main Street, Louisville, KY 40202

Common

March 4, 2002

80,000

$1,055,144

David A. Jones
500 West Main Street, Louisville, KY 40202

Common

April 1, 2002

80,000

$1,044,000

David A. Jones
500 West Main Street, Louisville, KY 40202

Common

May 1, 2002

80,000

$1,304,320

REMARKS:  (1)   The 240,000 shares disclosed in Item 3 on Page 1 and in Table II are the subject of Section 10b5-1 Trading Plans ("Plans"). The Reporting Person through one of the brokers will sell up to 80,000 shares per month. The brokers will alternate months with Merrill Lynch , Pierce, Fenner & Smith which began in March 2002, and UBSPaineWebber Inc. which began in April 2002. The 240,000 shares are the maximum number of shares to be sold during a three month period. The Plans are scheduled to terminate no later than February 28, 2003 subject to earlier termination per the provisions as set out in the Plans.

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.

    May 31, 2002                        

  /s/    David A. Jones                      

DATE OF NOTICE

(SIGNATURE)

 

DAVID A. JONES

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)