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:  July 10, 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 July 10, 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.

Item 7.   Financial Statements and Exhibits.

Exhibit 99.    Copy of the Company's Press Release dated July 10, 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/ Arthur P. Hipwell
                              By:  Arthur P. Hipwell
                                   Senior Vice President 
                                     and General Counsel


Dated: July 10, 1996



Exhibit Index

Exhibit 99.    Copy of the Company's Press Release dated July 10, 1996.

EXHIBIT 99

                                    Laurie Scarborough
                                    Investor Relations
                                    502/580-1037
                                    July 10, 1996


      HUMANA ANNOUNCES MANAGEMENT CHANGES

     Louisville, KY -- Humana Inc. (NYSE: HUM) announced
today the retirement of its president and chief operating officer,
Wayne T. Smith, age 50.  Mr. Smith also resigned as a member of
Humana's Board of Directors.

     Mr. Gregory H. Wolf, Senior Vice President - Sales and
Marketing, will succeed Mr. Smith as Chief Operating Officer. 
Mr. David A. Jones, 64, Chairman of the Board and Chief
Executive Officer (CEO) of the company, who had intended to
retire as CEO by year end, has been requested by the Board to
remain as Chairman and CEO, and has agreed to do so.

     Mr. Wolf joined Humana in October, 1995, as a result of
Humana's acquisition of EMPHESYS Financial Group, Inc.
where he served as president and chief operating officer.

     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.