SECURITIES AND EXCHANGE COMMISSION
             WASHINGTON, D.C. 20549





                    FORM 8-K




                 Current Report
        Pursuant to Section 13 or 15(d)
     of the Securities Exchange Act of 1934



         Date of Report:  June 7, 1996
       (Date of Earliest Event Reported)





                  HUMANA INC.
(Exact name of Registrant as specified in its Charter)







Delaware                1-5975                 61-0647538
(State of           (Commission              (I.R.S. Employer
Incorporation)      File Number)           Tax Identification No.)
                             



              500 West Main Street
              Louisville, KY 40202
    (Address of principal executive offices)



                 (502) 580-1000
(Registrant's telephone number, including area code)

Item 5.   Other Events

          On June 7, 1996,  Humana Inc. (the
          "Company" or "Registrant") issued a press
          release, a copy of which is attached hereto as
          Exhibit 99 and is incorporated herein by
          reference.

          The attached press release contains forward
          looking information.  The forward looking
          statements are made pursuant to the safe
          harbor provisions of the Private Securities
          Litigation Reform Act of 1995.  Forward
          looking statements may be significantly
          impacted by certain risks and uncertainties
          described therein, and in the Company's
          Annual Report on Form 10-K for the year
          ended December 31, 1995.  


Item 7.   Financial Statements and Exhibits.

Exhibit 99.    Copy of the Company's Press Release dated June 7, 1996.


                   SIGNATURES

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.

                              HUMANA INC.



                              /s/ W. Roger Drury
                              By:  W. Roger Drury
                                   Chief Financial Officer

Dated:  June 7, 1996



Exhibit Index

Exhibit 99.    Copy of the Company's Press Release dated June 7, 1996.

EXHIBIT 99

                                                    Laurie Scarborough
                                                    Investor Relations
                                                          502/580-1037
                                                          June 7, 1996

    HUMANA LOWERS SECOND QUARTER EARNINGS EXPECTATIONS

     Louisville, KY -- Humana Inc. (NYSE: HUM) today indicated that
earnings from operations for the three months ending June 30 are
estimated to range from between $.18 and $.22 per share, compared
to $.28 per share for the same period last year.  Analysts' expectations
for the quarter average $.33 per share.

     According to information currently available for April and a
preliminary analysis of May, the estimated shortfall in earnings is
due to unusually high utilization of medical services in most
of Humana's markets for both its commercial and Medicare risk products.

     In addition to these utilization issues, the company continues to
experience substantial losses in its Washington, D.C. market and in certain
new markets.  As a result of these losses, management is evaluating
strategic alternatives including but not limited to restructuring,
divesting or closing these markets.  The financial effects of these 
possible actions are not reflected in the above-mentioned range of
estimated earnings.

     Headquartered in Louisville, Kentucky, Humana provides managed health
care services to 3.7 million medical members through the operation of
health maintenance organizations and preferred provider organizations
nationwide.

     This press release contains forward-looking information.  The
forward-looking statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995.  Forward-looking
statements may be significantly impacted by certain risks and
uncertainties described herein and in the company's Annual Report on 
Form 10-K filed with the Securities and Exchange Commission for the year
ended December 31, 1995.  There can be no assurance that the above-mentioned
range of estimated earnings will be achieved.