UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 144

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.

OMB APPROVAL

OMB Number: 3235-0101

Expires: February 28, 2014

Estimated average burden

hours per response. . . . . . . . . 1.00

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

1-5975

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

500 West Main Street Louisville KY 40202

(e) TELEPHONE

AREA CODE

502

NUMBER

580-1000

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

Bruce J. Goodman

(b) RELATIONSHIP TO

ISSUER

Senior Vice President

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 (a)

Title of the 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

Fidelity Investments

3805 Edwards Road, Ste. 110

Cincinnati, OH 45209

6,000

$519,540.00

based on FMV on

11/08/11 of $86.59

163,514,439 as of 10/31/11

November 9, 2011

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 relationship to the issuer (e.g., officer, director, 10%

stockholder, or member of immediate family of any of the foregoing)

Potential persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

SEC 1147 (08-07)

TABLE I - 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	6/25/08		Stock Option Exercise	Issuer	6,000	6/25/08	Cash
INSTRUCTIONS:		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.
_____________________________________________________________________________________________________________________________________________________________________________

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
Bruce J. Goodman 500 West Main Louisville, KY 40202	Common Common Common	11/7/2011 11/8/2011 Pending	33,701 19,003 71,906	$2,935,217.59 $1,652,690.91
REMARKS: Fidelity sold 28,701 and Goldman Sachs & Co. sold 5,000 shares on 11/7/2011. Fidelity sold 19,003 shares on 11/8/2011 and Fidelity will sell the pending 71,906 shares.

INSTRUCTIONS:

ATTENTION:

See the definition of "person" in paragraph (a) 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. If each person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

November 9, 2011 DATE OF NOTICE	/s/ Bruce J. Goodman (SIGNATURE)
DATE OF PLAN OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1

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)

SEC 1147 (02-08)

GOODMAN BRUCE J 144