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:  August 10, 1998
                      (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 August 10, 1998, Humana Inc. (the "Company" or "Registrant")
and United HealthCare Corporation issued a joint press release,
indicating that the proposed merger was mutually terminated.
A copy of the press release is attached hereto as Exhibit 99 and
is incorporated herein by reference.

The Company's stockholders meeting scheduled for August 27, 1998 is
therefore cancelled.

Item 7.	Financial Statements and Exhibits.

Exhibit 99.     Copy of the Company's Press Release dated August 10, 1998.


	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.



_________________________________
By:    	Arthur P. Hipwell
        Senior Vice President 
        and General Counsel


Dated: August 10, 1998



                                

Exhibit Index

Exhibit 99.	Copy of the Company's Press Release dated August 10, 1998.

Press Release 

FOR MORE INFORMATION, CONTACT:


Bernie McDonagh                                 Tom Noland
Vice President, Investor Relations              Vice President, Corporate
United HealthCare                                Communications
(612) 936-7214                                  Humana Inc.
                                                (502) 580-3674

Susan Busch                                     Kristi Drablos
Director, Media Relations                       Director of Investor
 & Public Relations                              Relations
United HealthCare                               Humana Inc.           
(612) 936-1932                                  (502) 580-3644


                     Humana and United HealthCare
               Mutually Agree to terminate Merger Plans:


LOUISVILLE, KY, and Minneapolis - (August 10, 1998) - Humana Inc. (NYSE:
HUM) and United HealthCare Corporation (NYSE: UNH) today announced that they
have mutually agreed to terminate the previously announced merger of the two
companies.  The mutual agreement was approved by the boards of directors of
both companies.

        Humana Inc. is one of the nation's largest publicly traded
managed health care companies with approximately 6.2 million medical members
located primarily in 16 states and Puerto Rico.  Humana offers coordinated 
health care through a variety of plans - health maintenance organizations,
preferred provider organizations, point-of-service plans, and administrative
services products - to employers groups, government-sponsored plans and
individuals.

        More information about Humana is available at http://www.humana.com.

        United HealthCare is a diversified health service company that
provides a broad spectrum of resources and services to help people achieve
improved health and well-being through all stages of life.  United
HealthCare is organized into six business segments: Health Plans,
Retiree and Senior Services, Strategic Business Services, Insurance
Services, Specialized Care Services, and Knowledge and Information Services.

        More information about United HealthCare is available at
http://www.unitedhealthcare.com.