UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[  X ]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES      
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1994

OR

[    ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES  
EXCHANGE ACT OF 1934

Commission file number 1-5975

A.  Full title of plan: Humana Retirement and Savings Plan

B.  Name of issuer of the securities held pursuant to the           
plan and the address of its principal executive office:

Humana Inc.
500 West Main Street
Louisville, Kentucky  40202

1 of 20

I N D E X

Pages

Report of Independent Accountants                           3

Financial Statements:

Statement of Net Assets Available for Benefits,
December 31, 1994 and 1993                            4

Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1994 
and the ten months ended December 31, 1993            5

Notes to Financial Statements                         6-15

Supplemental Schedules:

Schedule of Assets Held for Investment Purposes, 
December 31, 1994 (Item 27a of Form 5500)         16-17

Schedule of Reportable Transactions for the year
ended December 31, 1994 (Item 27d of Form 5500)      18

Signature Page                                            19

Exhibit Index                                             20

Exhibit 23 - Consent of Coopers & Lybrand L.L.P.          

2
REPORT OF INDEPENDENT ACCOUNTANTS

To the Retirement and Savings Plan Committee
Humana Inc.

We have audited the accompanying statement of net assets available for
benefits of the Humana Retirement and Savings Plan (the "Plan") as of
December 31, 1994 and 1993, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1994 and the
ten months ended December 31, 1993.  These financial statements are the
responsibility of the Plan's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Plan as of December 31, 1994 and 1993, and the changes in net assets
available for benefits for the year ended December 31, 1994 and the ten
months ended December 31, 1993, in conformity with generally accepted
accounting principles.

Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental schedules
listed on page 2 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.  The fund information in footnotes 8 and 9 is
presented for purposes of additional analysis rather than to present the
changes in net assets available for plan benefits of each fund.  The
supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.

COOPERS & LYBRAND L.L.P.

Louisville, Kentucky
June 15, 1995

3

HUMANA RETIREMENT AND SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 1994 and 1993

ASSETS                        

1994            1993

Investments:

Common stocks                          $140,222,042   $ 90,340,238
Investment contracts                     44,217,271     35,307,589
NCB Capital Preservation Fund            12,121,951     11,426,678
NCC Funds Government Portfolio            3,297,527      5,345,816
Participants' notes receivable            2,311,238
Bonds and asset-backed securities         1,335,170      3,202,886
Total investments                     203,505,199    145,623,207

Cash                                                           3,619
Receivable from participating 
employers for participants' with-
holdings and employers'
contributions                            11,530,641      7,354,120
Accrued interest and dividends              1,141,836      1,032,047

Total assets                          216,177,676    154,012,993

LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS

Due to brokers for securities 
purchased                                  258,894
Accrued expenses                             216,857
Forfeited employers' contributions            
available to reduce future
employers' contributions                   141,911               

Total liabilities                        617,662

Net assets available for benefits        $215,560,014    $154,012,993

The accompanying notes are an integral
part of the financial statements.

4
HUMANA RETIREMENT AND SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the year ended December 31, 1994 and the ten months ended December 31,
1993

Additions to net assets:                     1994            1993

Investment income:                                             
Net appreciation in fair 
value of investments                $ 19,849,368    $ 45,269,220
Interest                                  4,274,432       3,294,953
Dividends                                   562,889 

24,686,689      48,564,173

Contributions:

Participants                           14,552,315       6,425,270
Employers                              16,216,776       9,043,532
Forfeited employers' 
contributions                           (360,585)       (706,995)
Transfers from Prime Health
401(k) and Retirement Plans          19,810,089               
Transfer from Humana
Basic Retirement Plan                               257,294,446

Total additions                      74,905,284     320,620,426

Deductions from net assets:

Benefits paid to participants            13,044,952      17,049,511 
Administrative expenses                     313,311         165,182
Transfer to Galen Retirement
and Savings Plan                                      418,467,074

Total deductions                     13,358,263     435,681,767

Net increase (decrease)            61,547,021    (115,061,341)

Net assets available for benefits:

Beginning of period                     154,012,993     269,074,334

End of period                          $215,560,014    $154,012,993

The accompanying notes are an integral
part of the financial statements

5
NOTES TO FINANCIAL STATEMENTS

1.  Reorganization:

On March 1, 1993, Humana Inc. and its subsidiaries ("Humana") separated
its managed care health plan and acute-care hospital businesses into two
independent publicly-held companies (the "Spinoff").  The Spinoff was
effected through the distribution to Humana stockholders of all the
outstanding shares of common stock of a new hospital company, Galen Health
Care, Inc. ("Galen") (now a part of Columbia/HCA Healthcare Corporation). 
Humana retained and continues to operate the managed care health plan
business.

In connection with the Spinoff, effective March 1, 1993, Humana merged
the Humana Thrift Plan and the Humana Basic Retirement Plan to form one
plan, the Humana Retirement and Savings Plan (the "Plan"), with combined
net assets valued at approximately $526,369,000.  Concurrently, the assets
of the Plan which were attributable to the benefits accrued by Galen
participants, valued at approximately $418,467,000, were transferred from
the Plan to the newly formed Galen Retirement and Savings Plan (the "Galen
Plan").  

As a result of each Humana stockholder receiving one share of common
stock of Galen, the stock funds of the Plan and the Galen Plan held the
other company's common stock.  However, pursuant to the Employee Benefits
Allocation Agreement, entered into as part of the Spinoff, Humana common
stock held by the Galen Plan was exchanged for the Galen common stock held
by the Humana Plan.  The exchange was based upon the relative fair market
value of each such common stock subsequent to the Spinoff.

In conjunction with the merger of the Humana plans, the Plan's year end
was changed to December 31 to correspond with Humana's year end.  

2.  Merger:

Effective January 1, 1994, the assets of two 401(k) plans and a
retirement plan of a wholly-owned subsidiary of Humana were merged with
the Plan.  The market value of the assets transferred were as follows:

Prime Health 401(k) Plan for 
Employees covered by a 
Collective Bargaining Agreement     $ 1,107,060
Prime Health 401(k) Plan                5,390,460
Prime Health Retirement Plan           13,312,569

$19,810,089

Continued

6

NOTES TO FINANCIAL STATEMENTS, Continued

3.  Summary of Plan:

The Plan is a qualified, trusteed plan subject to the Employee
Retirement Income Security Act of 1974 (the "Act").  The Plan maintained
two accounts, the Thrift Account and the Retirement Account, prior to
January 1, 1994.  No further contributions were accepted into the Thrift
Account subsequent to December 31, 1993, as a new Pretax Savings Account
was added to the Plan effective January 1, 1994.  All Thrift Account
balances as of December 31, 1993, remain in the Plan. 

Any employee of Humana who has completed at least one year of continuous
service with a sponsoring employer and has completed 1,000 hours of
service is eligible to participate in the Pretax Savings Account of the
Plan.  A participant, through payroll deductions, may contribute not less
than 1% nor more than 6% of the participant's compensation per pay period. 
An amount equal to 50% of the participant's contributions is contributed
by Humana.  The Board of Directors of Humana, at its option, may increase
this matching percentage up to 100%.  Participants who contribute the
maximum 6% amount are eligible to make voluntary contributions of amounts
which do not exceed an additional 8% of their annual compensation.  These
voluntary contributions are not subject to employer matching
contributions.   

After an employee completes two years of continuous service with a
sponsoring employer and has complied with certain other service
requirements, Humana makes annual contributions to the Retirement Account
of the Plan equal to 4% of each participating employee's qualifying
compensation earned during the Plan year, plus 4% of any compensation that
exceeds the Social Security taxable wage base. Contribution amounts are
computed as of the end of each Plan year and are nonforfeitable.

Contributions to the Plan by or on behalf of employees may be restricted
in amount and as to timing so as to meet various requirements of the
Internal Revenue Code of 1986 ("IRC") as amended.

If Humana terminates the Plan, the entire interest of each participant
shall become nonforfeitable and distributable generally as benefits to
withdrawing participants.

Contributions to the Plan are invested by National City Trust Company
(the "Trustee") in seven separate participant directed investment funds
(prior to January 1, 1994, only the Interest Income Fund, Stock Index Fund
and Humana Common Stock Fund were available) as follows:

Interest Income Fund:  In obligations of the United States and United
States Government agencies, debentures, notes or other evidences of
indebtedness, shares of preferred stock and any other property, the rate
of return from which is established by the instruments evidencing the
investments, including principal and interest contracts.

Stock Index Fund:  In units of the State Street Flagship Domestic
Index Comingled Trust Fund which invests exclusively in securities which
attempt to match the return of the Standard and Poor's 500 Index.

Continued

7
NOTES TO FINANCIAL STATEMENTS, Continued

3.  Summary of Plan, continued:

Humana Common Stock Fund:  In Humana common stock or, in U.S. Treasury
bills, commercial paper, certificates of deposit and money market funds as
determined by the Trustee.  All employer contributions to the Pretax
Savings Account are invested in this fund.  Employer contributions may be
made in cash, in shares of Humana common stock, or a combination thereof.

Aggressive Growth Fund:  In shares of Fidelity Contrafund which
invests in common stocks and securities convertible into common stock
which have market values appearing low relative to underlying value or
future earnings and growth potential.  The Fidelity Contrafund may also
invest in, among other investments, convertible securities, warrants,
preferred stocks, bonds, foreign securities, covered call options, put
options, repurchase agreements, and cash equivalent securities.

Balanced Fund:  In shares of Fidelity Balanced Fund which invests in
common and preferred stocks, straight debt issues (including government
securities) or debt securities with equity conversion or purchase rights
and in cash and cash equivalents, the objective of which is to emphasize
current income while secondarily striving to attain capital growth.

International Fund:  In shares of Harbor International Fund which
invests in equity securities, American Depositary Receipts, European
Depositary Receipts, securities convertible into common stock, government
securities, and non-convertible preferred stocks of issuers domiciled
outside the United States so as to achieve long-term growth of capital. 
The Harbor International Fund may also invest in cash equivalent
securities, such as U.S. Treasury bills, commercial paper and certificates
of deposit.

Small Capitalization Fund:  In shares of Provident Small Cap Fund
which invests in equity securities consisting primarily of emerging growth
companies and companies selected for investment because of their unique
situation.  The Provident Small Cap Fund may also invest in cash
equivalent securities, such as U.S. Treasury bills, commercial paper and
certificates of deposit.

A participant may allocate his/her contributions to the Pretax Savings
Account and Humana's contribution to the Retirement Account among the
various funds in increments of not less than 1%.  In the absence of such
allocation, these contributions are invested in the Interest Income Fund. 
In connection with a change in allocation of a participant's or Humana's
future contributions among the seven Plan funds and a change in the
investment of existing accounts ("Transfers"), the value of Transfers to
or from the Humana Common Stock Fund will reflect the price or prices at
which all shares are purchased, sold or transferred before, on or after
the participant's monthly election rather than transferring strictly based
on the value at the monthly closing price.

Continued

8

NOTES TO FINANCIAL STATEMENTS, Continued

3.  Summary of Plan, continued:

The value of a participant's interest, including employer contributions,
is generally payable upon the occurrence of one of the following events: 
(1) the participant's retirement on or after the date he/she attains age
65; (2) the participant's early retirement after attaining age 55 and
having been credited with two years of service; (3) a determination by
Humana upon competent medical or other evidence that, by reason of
permanent and total disability, the participant is incapable of performing
the duties of his/her work; or (4) the participant's death.  Employee
contributions are nonforfeitable.  Participants who withdraw from the
Pretax Savings Account prior to being credited with four years of
participation or five years of service with Humana are eligible to receive
generally the value of employer contributions at the withdrawal date,
exclusive of those made during the two years preceding withdrawal. 
Employer contributions become totally nonforfeitable after the participant
is credited with four years of participation in the Plan or five years of
service with Humana.

Employer contributions forfeited as a result of withdrawal following
termination of employment will be available to reduce the amount of
subsequent employer contributions to the Pretax Savings Account.  If a
former participant is re-employed prior to five consecutive one-year
breaks in service and repays the amount of his/her distribution, then any
forfeited employer contributions are restored to his/her account.

A participant may generally withdraw an amount from the Thrift Account
equal to the value of the participant's account as of the valuation date
following the date the withdrawal request is received by the Plan
administrator.  Effective January 1, 1994, in the event funds are needed
because of extreme financial hardship as defined by law, the participant
may be allowed to make a withdrawal from his/her Pretax Savings Account. 
In addition, the Plan contains restrictions relating to minimum
withdrawals and the frequency of withdrawals.

Benefits under the Plan are payable to withdrawing participants
including retirees as follows:

(a) A lump sum distribution in cash or, in the event of a distribution
from the Humana Common Stock Fund, partially or totally in Humana common
stock, or 

(b) Monthly, quarterly or annual installments for a period of 5, 10, 15
or 20 years not to exceed the life expectancy of the participant, or the
joint and last survivor expectancy of the participant and designated
beneficiary, or

(c) A life annuity form of payment, or 

(d) A life annuity with guaranteed payments.

Continued

9
NOTES TO FINANCIAL STATEMENTS, Continued

3.  Summary of Plan, continued:

Operating expenses of the Plan are paid by the Plan.

There were approximately 12,000 and 11,000 participants at December 31,
1994 and 1993, respectively, who had allocated their contributions to one
or more funds as follows:

1994       1993

Interest Income Fund            10,905     10,166
Stock Index Fund                 5,370      4,780
Humana Common Stock Fund         9,239      7,768
Aggressive Growth Fund           3,751
Balanced Fund                    3,511
International Fund               2,287
Small Capitalization Fund        2,607

Effective January 1, 1994, participants may borrow from their fund
accounts.  The aggregate of the loans to a participant shall not exceed
the lesser of $50,000 or 50% of the vested portion of his/her participant
contribution accounts, voluntary contribution accounts plus his/her
employer thrift and pretax savings accounts to which he/she would be entitled
if he/she incurred a termination of employment.  The minimum a participant
may borrow is $500.  Loan transactions are treated as a transfer to (from)
the investment fund from (to) the Participant Notes Fund.  Loan terms range
from one to four years or up to ten years for the purchase of a primary
residence.  The loans are secured by the balance in the participant's
account and bear interest at a reasonable rate in accordance with Department
of Labor rules and regulations, as determined by the Plan Administrator.
Principal and interest are paid ratably through payroll deductions.

Humana has the right, under the Plan, to discontinue its contribution at
any time and to terminate the Plan subject to the provisions of the Act. 
If the Plan is terminated, the interest of each participant would continue
to be nonforfeitable and would be distributed as determined by Humana.

4.  Summary of Significant Accounting Policies:

Benefits are recorded when paid.

Net appreciation in fair value of investments consists of both realized
gains or losses and unrealized appreciation or depreciation.

Investments in securities traded on a national securities exchange are
valued at the last reported sales price on the last business day of the
period; securities traded in the over-the-counter market and listed
securities for which no sale was reported on that date are valued at the
mean between the last reported bid and asked prices.

Continued

10
NOTES TO FINANCIAL STATEMENTS, Continued

4.  Summary of Significant Accounting Policies, continued:

The fair values of units in the NCC Funds Government Portfolio and the
NCB Capital Preservation Fund are determined by the Trustee based upon the
securities comprising the funds.  The fair values for those securities
represent the last recorded sale of the year.  In the absence of recorded
sales, and for securities not listed on a national securities exchange,
the fair values represent the mean of bid and asked prices obtained 
from brokers.

The Interest Income Fund investments include, among others, investment
contracts, collateralized mortgage obligations, bonds, asset-backed
securities and other fixed income obligations such as commercial paper. 
Each investment contract is carried at fair value, which represents
contributions plus interest earned and paid at specified rates.   The
collateralized mortgage obligations, bonds and asset-backed securities are
recorded at fair value.  These securities are not listed on a national
securities exchange.  The fair values represent the mean of bid and asked
prices obtained from brokers.

5.  Investments:

The following table sets forth the fair value of investments at December
31, 1994.  Investments that represent 5% or more of the Plan's net assets
as well as investments in excess of $2,000,000 as of December 31, 1994
have been separately identified:

Par or Maturity
Value/Number of
Issuer                    Units or Shares     Fair Value

Common Stocks:

Humana Common Stock           4,403,986       $ 99,640,183

State Street Flagship 
Domestic Index Fund           249,471         17,602,894
Fidelity Balanced Fund          498,990          6,132,587
Harbor International Fund       170,700          4,173,625
Provident Small Cap Fund        352,685          4,136,197
Fidelity Contrafund             281,921          8,536,556

140,222,042

Continued

11
NOTES TO FINANCIAL STATEMENTS, Continued

5.  Investments, continued:

Par or Maturity
Value/Number of
Issuer              Units or Shares     Fair Value

Obligations due within 
one year:   
NCC Funds Government
Portfolio                    3,297,527         3,297,527
NCB Capital Preservation
Fund                        12,121,951        12,121,951

15,419,478
Investment contracts:
Bankers Trust Co.            $ 2,213,894         2,213,894
Canada Life Assurance Co.    $ 3,000,000         3,000,000
Commonwealth Life
Insurance Co.              $ 4,000,000         4,000,000
Continental Assurance Co.    $ 3,000,000         3,000,000
Life of Virginia             $ 2,000,000         2,000,000
Lincoln National 
Life Insurance Co.         $ 3,000,000         3,000,000
New York Life Insurance Co.  $ 4,166,580         4,166,580
New York Life Insurance Co.  $ 3,057,771         3,057,771
Protective Life 
Insurance Co.              $ 2,330,991         2,330,991
Provident Life &
Accident Insurance Co.     $ 2,245,116         2,245,116
Prudential Insurance Co.     $ 4,000,000         4,000,000
Others                       $11,202,919        11,202,919

44,217,271

Bonds and asset-backed 
securities:
Various                     $ 1,357,667         1,335,170

Participants' notes receivable:
Various                      $ 2,311,238         2,311,238

$203,505,199

During the year ended December 31, 1994, the Plan's investments
(including investments bought, sold and held during the period)
appreciated (depreciated) in value as follows:

Common stocks                                 $ 19,906,593
Bonds and asset-backed securities                  (57,225)

$ 19,849,368 

The per share closing price of Humana common stock was $22.625 on
December 30, 1994 (the last trading day of 1994), and $20.00 on June 15,
1995.

Continued

12
NOTES TO FINANCIAL STATEMENTS, Continued

6.  Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits
per the accompanying financial statements to the Form 5500:

December 31, 1994    December 31, 1993

Net assets available for 
benefits per the financial 

statements                  $215,560,014        $154,012,993 

Amount allocated to with-
drawn participants              (939,918)         (2,260,295)

Net assets available for 
benefits per the Form 5500  $214,620,096        $151,752,698

The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:

For the year         For the ten 
ended             months ended
December 31, 1994     December 31, 1993

Benefits paid to partici-
pants per the financial 
statements                  $ 13,044,952        $ 17,049,511

Add:  Amounts allocated to 
withdrawing participants 
at end of year                 939,918           2,260,295

Less: Amounts allocated to
withdrawing participants 
at December 31, 1993        (2,260,295)

Less: Amounts allocated to 
withdrawing participants 
for the Prime Health 401(k) 
and Retirement Plans
at December 31, 1993           (79,713)

Benefits paid to participants 
per the Form 5500         $ 11,644,862        $ 19,309,806

Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.

7.  Income Tax Status:

The Internal Revenue Service has determined and informed Humana by a
letter dated May 19, 1994, that the Plan and related trust are designed in
accordance with applicable sections of the IRC. The Plan administrator and
the Plan's tax counsel believe that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the IRC.

Continued

13

NOTES TO FINANCIAL STATEMENTS, Continued

8. Activity by Fund for the Year Ended December 31, 1994:
Humana                                           Small
Interest       Stock       Common     Aggressive                Inter-     Capital-  Participant
Income        Index       Stock        Growth     Balanced    national    ization      Notes
Fund         Fund        Fund          Fund        Fund        Fund        Fund       Fund        Total
Additions to 
net assets:
Investment income:
Net appreciation 
(depreciation) in
fair value of 

investments   $   (57,225)  $  185,817  $ 20,739,656  $ (168,919) $ (497,182) $ (113,625) $ (239,154)             $ 19,849,368
Dividends                                                   7,302     164,659     191,349     199,579                   562,889
Interest         4,151,780        2,930        15,375       5,776       5,059       3,000       3,114   $  87,398     4,274,432

4,094,555      188,747    20,755,031    (155,841)   (327,464)     80,724     (36,461)     87,398    24,686,689
Contributions:
Participants     2,275,167    1,346,851     3,340,950   2,772,171   2,240,024   1,159,264   1,417,888                14,552,315
Employers        7,277,276    1,817,408     6,210,353     352,688     237,509     181,931     139,611                16,216,776
Forfeited employers'
contributions                               (360,585)                                                                 (360,585)
Transfers from 
Prime Health 
401(k) and Retire-
ment Plans      19,810,089                                                                                           19,810,089 
Total additions 33,457,087    3,353,006    29,945,749   2,969,018   2,150,069   1,421,919   1,521,038      87,398    74,905,284 

Deductions from 
net assets:
Benefits paid 
to participants  4,908,738    1,225,619     6,269,054     202,110     179,878      95,532     133,331      30,690    13,044,952 
Administrative 
expenses           106,219       36,064       149,507       7,865       5,139       4,251       4,131         135       313,311 
Interfund 
transfers     19,124,540      740,236    (1,136,223) (6,113,431) (4,394,288) (3,032,177) (2,908,809) (2,279,848) 
Total deductions24,139,497    2,001,919     5,282,338  (5,903,456) (4,209,271) (2,932,394) (2,771,347) (2,249,023)   13,358,263 
Net increase     9,317,590    1,351,087    24,663,411   8,872,474   6,359,340   4,354,313   4,292,385   2,336,421    61,547,021 

Net assets available 
for benefits:
Beginning of 
period        59,695,784   18,088,756    76,228,453                                                               154,012,993 
End of period  $69,013,374  $19,439,843  $100,891,864  $8,872,474  $6,359,340  $4,354,313  $4,292,385  $2,336,421  $215,560,014 
Continued
14

NOTES TO FINANCIAL STATEMENTS, Continued

9. Activity by Fund for the Ten Months Ended December 31, 1993:

Interest             Stock            Humana
Income              Index         Common Stock
Fund               Fund              Fund              Total

Additions to net assets:
Investment income:
Net appreciation
(depreciation) in fair

value of investments           $    (59,497)      $  1,115,949      $ 44,212,768      $ 45,269,220 
Interest                           3,278,951              2,005            13,997         3,294,953 

3,219,454          1,117,954        44,226,765        48,564,173 
Contributions:
Participants                       2,873,448          1,729,469         1,822,353         6,425,270 
Employers                          4,288,695          1,769,696         2,985,141         9,043,532 
Forfeited employers'
contributions                                                           (706,995)         (706,995)
Transfer from Humana
Basic Retirement Plan            184,376,569         45,913,207        27,004,670       257,294,446 

Total additions                 194,758,166         50,530,326        75,331,934       320,620,426 

Deductions from net assets:
Benefits paid
to participants                    9,123,767          1,306,574         6,619,170        17,049,511 
Administrative expenses                79,344             28,110            57,728           165,182 
Interfund transfers                (1,269,512)          (839,930)        2,109,442              
Transfer to Galen
Retirement and
Savings Plan                     259,771,446         49,923,656       108,771,972       418,467,074 

Total deductions                267,705,045         50,418,410       117,558,312       435,681,767 

Net increase (decrease)           (72,946,879)           111,916       (42,226,378)     (115,061,341)

Net assets available
for benefits:
Beginning of period              132,642,663         17,976,840       118,454,831       269,074,334 

End of period                   $ 59,695,784       $ 18,088,756      $ 76,228,453      $154,012,993 

15

HUMANA RETIREMENT AND SAVINGS PLAN
PLAN #002  EIN #61-0647538
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
(Item 27a of Form 5500)
Stated                          Par or Maturity
Issuer        Maturity          Value/Number of  
Issuer                                      Rate           Date            Units or Shares          Cost           Fair Value
Common stocks:

Humana Inc. Common Stock                                                    4,403,986        $ 41,800,507       $ 99,640,183
State Street Flagship Domestic Index Fund                                     249,471          15,207,759         17,602,894
Fidelity Balanced Fund                                                        498,990           6,623,229          6,132,587
Harbor International Fund                                                     170,700           4,237,086          4,173,625
Provident Small Cap Fund                                                      352,685           4,373,756          4,136,197
Fidelity Contrafund                                                           281,921           8,703,639          8,536,556
80,945,976        140,222,042
Obligations due within one year:
NCC Funds Government Portfolio                                              3,297,527           3,297,527          3,297,527
NCB Capital Preservation Fund                                              12,121,951          12,121,951         12,121,951
15,419,478         15,419,478
Investment contracts:
Bankers Trust Co.                        8.83%          06/1999           $ 1,640,372           1,640,372          1,640,372
Bankers Trust Co.                        8.54%          04/1997           $ 2,213,894           2,213,894          2,213,894
Canada Life Assurance Co.                5.71%          09/1998           $ 3,000,000           3,000,000          3,000,000
Commonwealth Life Insurance Co.          7.30%          12/1999           $ 4,000,000           4,000,000          4,000,000
Confederation Life Insurance
Co., Group Annuity Contract             9.44%          05/1995           $   996,492             996,492            996,492
Confederation Life Insurance
Co., Group Annuity Contract             8.46%          05/1996           $   711,780             711,780            711,780
Continental Assurance Co.                7.66%          09/1999           $ 3,000,000           3,000,000          3,000,000
Life Insurance Co. of Georgia,
Group Annuity Contract                  8.20%          10/1995           $   592,347             592,347            592,347
Life of Virginia                         6.20%          12/1998           $ 2,000,000           2,000,000          2,000,000
Lincoln National Life Insurance Co.      8.12%          12/1997           $ 3,000,000           3,000,000          3,000,000
Metropolitan Life Insurance Co.          8.30%          01/1998           $   389,919             389,919            389,919
Metropolitan Life Insurance Co.          8.55%          01/1998           $   746,093             746,093            746,093
New York Life Insurance Co.,
Group Annuity Contract                  7.36%          05/1997           $ 4,166,580           4,166,580          4,166,580
New York Life Insurance Co.,
Group Annuity Contract                  7.25%          05/1995           $ 3,057,771           3,057,771          3,057,771
Ohio National Life Insurance Co.,
Group Annuity Contract                  9.39%          05/1995           $   932,397             932,397            932,397
Ohio National Life Insurance Co.,
Group Annuity Contract                  9.39%          05/1995           $   569,424             569,424            569,424

Continued
16

HUMANA RETIREMENT AND SAVINGS PLAN
PLAN #002  EIN #61-0647538
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
(Item 27a of Form 5500)                                                 

Stated                          Par or Maturity
Issuer        Maturity          Value/Number of  
Issuer                                      Rate           Date            Units or Shares          Cost           Fair Value

Principal Mutual Life
Insurance Co.                           8.62%          05/1997           $   954,231             954,231            954,231
Principal Mutual Life
Insurance Co.                           8.62%          05/1998           $   954,231             954,231            954,231
Protective Life Insurance Co.,
Group Annuity Contract                  9.62%          05/1995           $   996,493             996,493            996,493
Protective Life Insurance Co.,
Group Annuity Contract                  8.70%          05/1996           $ 2,330,991           2,330,991          2,330,991
Provident Life & Accident
Insurance Co., Group Annuity Contract   7.70%          05/1997           $ 1,719,140           1,719,140          1,719,140
Provident Life & Accident
Insurance Co., Group Annuity Contract   7.72%          05/1997           $ 2,245,116           2,245,116          2,245,116
Prudential Insurance Co.                 5.12%          02/1999           $ 4,000,000           4,000,000          4,000,000

44,217,271         44,217,271
Bonds and asset - backed securities:
Case Equipment Trust                     5.40%          06/1998           $   164,978             164,849            161,162
GMAC 1991 B Grantor Trust                6.75%          06/1996           $   406,303             417,540            403,573
GMAC 1991 F Grantor Trust                4.50%          09/1997           $   457,552             455,622            447,614
Select Auto Receivables                  7.40%          05/1996           $   328,834             329,755            322,821

1,367,766          1,335,170

Participants' notes receivable         7.00%-10.00%                         $ 2,311,238           2,311,238          2,311,238

$144,261,729       $203,505,199

17

HUMANA RETIREMENT AND SAVINGS PLAN
PLAN #002  EIN #61-0647538
SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1994
(Item 27d of Form 5500)

Sales of Assets

Issuer            Purchase      Selling Price   Cost of Asset   Gain

NCC Funds Government 

Portfolio           $78,084,929     $80,124,219     $80,124,219       

Prudential
Insurance Co.                         11,011,646      11,011,646

18    

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Humana Retirement and Savings Plan has duly caused this report to be
signed by the undersigned thereunto duly authorized.

HUMANA RETIREMENT AND SAVINGS PLAN

BY:

/s/ Arthur P. Hipwell
Arthur P. Hipwell
Senior Vice President and 
General Counsel

June 28, 1995

19
Exhibit Index

Exhibit 23                           Consent of Coopers & Lybrand L.L.P.

20

Exhibit 23

CONSENT OF COOPERS & LYBRAND L.L.P.

We consent to the incorporation by reference in the Registration
Statement of the Humana Retirement and Savings Plan on Form S-8
(File No. 33-49305) of our report dated June 15, 1995 on our audits
of the financial statements and supplemental schedules of the
Humana Retirement and Savings Plan as of December 31, 1994 and
1993, and for the year ended December 31, 1994 and the ten months
ended December 31, 1993, which report is included in this Annual
Report on Form 11-K.

COOPERS & LYBRAND L.L.P.
Louisville, Kentucky
June 28, 1995

21