A press release was issued by Humana Inc. this morning. Please see the press release attached as Exhibit 99 for details.

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:    December 5, 2002

news release

     LOUISVILLE, KY (December 5, 2002) - Humana Inc. (NYSE: HUM) announced today that it intends to reduce its work force by approximately 2,300 associates, or 17 percent, by December 31, 2003, resulting in a severance charge to be recorded in the fourth quarter of 2002. The company will also be realigning its customer service centers to consolidate from seven physical locations to four, with expected corresponding write-downs for the related buildings and equipment. These initiatives and other non-recurring charges, primarily for impairment in the fair value of certain private equity investments as well as reserves for liabilities related to previous acquisitions (including contractual disputes and litigation), are anticipated to result in non-recurring pre-tax charges to the company's earnings of between $100 million and $145 million ($61 million to $89 million after tax). Approximately $75 million to $110 million of these pre-tax charges are expected to be recorded in the fourth quarter of 2002, including all of the severance charge. Alternatives for the disposition of one of the customer service centers, related equipment and other assets, are currently being evaluated and are anticipated to result in a pre-tax charge to earnings of between $25 million and $35 million in the first half of 2003.

     "Today's announcement reaffirms our commitment to improving and growing profitable commercial business by streamlining our cost structure," said Michael B. McCallister, Humana's chief executive officer. "We have seen significant gains in process improvement and information technology applications that have driven greater efficiencies and service metric improvements across the board. The consolidation of our service locations will allow us to further drive these efforts and it is important to note that our technology platforms are unaffected by these actions.

     "We recognize that this is a difficult time for many of our associates and we will be working directly with the associates in affected positions to ensure they are treated fairly and respectfully throughout this transition," said McCallister.

Humana now expects to report earnings per diluted share of between $.78 and $.91 for 2002 and between $1.22 and $1.31 for 2003, reflecting the impact of the charges described above. The company reaffirmed today each of the following earnings guidance points: