8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)    September 23, 2005

Humana Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-5975                                          61-0647538
(Commission File Number)                      (IRS Employer Identification No.)

500 West Main Street, Louisville, KY                          40202
(Address of Principal Executive Offices)                         (Zip Code)

502-580-1000
(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

      o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry Into a Material Definitive Agreement.

                  On September 23, 2005, Humana Inc. ("Humana") issued two press releases regarding approvals received from The Centers for Medicare & Medicaid Services ("CMS") that day specifying the areas where Humana will be allowed to offer its Medicare Advantage preferred provider plans and its Medicare prescription drug plans. The press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.

                  Pursuant to written agreements between Humana and CMS, Humana has been approved by CMS to market beginning January 1, 2006 i) a variety of regional preferred provider organization (PPO) plans in 23 states representing 14 Medicare Advantage regions; and ii) Medicare Part D prescription drug plans (PDP) in 46 states and the District of Columbia representing 31 Medicare Advantage regions.

                  Each of the agreements was effective when signed and has a termination date of December 31, 2006. In each case the agreement may be renewed for successive one-year terms, subject to the consent of the parties and their agreement on a bid as submitted by Humana or its subsidiaries.

                  Each agreement may be terminated by either party in the event of the failure by the other to substantially carry out its obligations under the agreement, and by CMS in the event of a violation by Humana of relevant CMS regulations.

                  The terms and conditions of these agreements are substantially similar to previous agreements between Humana and CMS. The above summary is qualified by reference to the agreements, copies of which will be attached as exhibits to Humana's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.

Item 9.01   Financial Statements and Exhibits.

(c)   Exhibits:

Exhibit No.                                          Description                                                                  

       99.1              Press Release
       99.2              Press Release

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

Dated:    September 29, 2005

INDEX TO EXHIBITS

Exhibit No.                                                  Description                                                                 

       99.1              Press Release
       99.2              Press Release

EX-99.1

Humana Inc.
3501 SW 160^th Avenue
Miramar, FL 33027
http://www.humana.com

news release

For More Information Contact

Barbara Kerr
Humana Corporate Communications
Phone: 305-626-5736
E-MAIL:  bkerr@humana.com

Humana approved by CMS to offer Medicare Prescription Drug Coverage to people with Medicare in 2006

Humana will offer the Medicare Part D prescription drug plan to beneficiaries residing in 46 states and the District of Columbia beginning January 1, 2006

LOUISVILLE, Ky. - Sept. 23, 2005 - Humana Inc. (NYSE: HUM) announced today that it has received approval from The Centers for Medicare & Medicaid Services (CMS) to offer the Medicare Part D prescription drug plan (PDP) to the more than 42 million Medicare eligible beneficiaries residing in 46 states and the District of Columbia, representing all of the states in which Humana applied. Humana had previously announced that it was successful in bidding below each regional benchmark for all of its Prescription Drug Plan bids submitted to CMS.

Starting Jan. 1, 2006, new Medicare prescription drug coverage will be available to everyone with Medicare. The Medicare Part D Benefit is designed to lower prescription drug costs and help protect against higher costs in the future. Enrollment, which is voluntary, occurs from Nov. 15, 2005, through May 15, 2006.

"This award represents an unprecedented opportunity for Humana to provide people with Medicare a broad selection of prescription drug coverage that meets their individual needs," said Stefen Brueckner, Humana's vice president for senior products. "The Medicare Part D prescription drug plan will provide access to affordable pharmaceutical care to Medicare beneficiaries. It is especially significant to the more than 12 million Medicare beneficiaries living in areas of the nation where access to affordable health care insurance may not have been available until now," he added.

Humana will offer Medicare prescription drug coverage through its Medicare Advantage HMO, PPO and private fee-for-service (PFFS) health plans, and as a stand-alone prescription drug plan (PDP) to those enrolled in Original Medicare. As a result of the CMS award, Humana will now offer up to five Medicare products in many states. Humana currently offers Medicare Advantage HMO and PPO plans in more than 40 markets nationwide, and Medicare Advantage private fee-for-service plans (PFFS) in more than thirty states.

About Humana

Humana Inc., headquartered in Louisville, Ky., is one of the nation's largest publicly traded health benefits companies, with approximately 7 million medical members. Humana offers a diversified portfolio of health insurance products and related services - through traditional and consumer-choice plans - to employer groups, government-sponsored plans, and individuals.

Over its 44-year history, Humana has consistently seized opportunities to meet changing customer needs. Today, the company is a leader in consumer engagement, providing guidance that leads to lower costs and a better health plan experience throughout its diversified customer portfolio.

More information regarding Humana is available to investors via the Investor Relations page of the company's web site at www.humana.com, including copies of:

• Annual report to stockholders;
• Securities and Exchange Commission filings;
• Most recent investor conference presentation;
• Quarterly earnings press releases;
• Audio archive of most recent earnings release conference call;
• Calendar of events (includes upcoming earnings conference call dates, times, and access number, as well as planned interaction with institutional investors);
• Corporate Governance Information.

##

EX-99.2

Humana Inc.
500 West Main Street
Louisville, KY 40202
http://www.humana.com

news release

For More Information Contact

Barbara Kerr
Humana Corporate Communications
Phone: 305-626-5736
E-MAIL:  bkerr@humana.com

Humana approved by CMS to offer Medicare Advantage regional health plans in 23 states, alternative to Original Medicare

Medicare Modernization Act offers significant enhancements in health plan coverage options with plans that feature prescription drug benefits, low out-of-pocket costs

LOUISVILLE, Ky. - Sept. 23, 2005 - Humana Inc. (NYSE: HUM) announced today that it has received approval from The Centers for Medicare & Medicaid Services (CMS) to offer a regional PPO, a new type of Medicare Advantage health plan, in 23 states. This plan is a direct result of the Medicare Modernization Act (MMA) of 2003, and will be offered by Humana to Medicare beneficiaries in 14 recently created Medicare Advantage regions.**

Beginning Jan. 1, 2006, more than 42 million Medicare eligible beneficiaries throughout the United States will have access to the Medicare Advantage regional preferred provider organization (MA-PPOs) health plans. These plans differ from Medicare Advantage HMOs in that there is no referral necessary to see a physician or specialist of choice. MA-PPOs also differ from Original Medicare in that they feature a prescription drug benefit and have been designed by CMS to ensure that Medicare beneficiaries living in all areas of the country have ready access to affordable, comprehensive health insurance.

Humana currently offers Medicare Advantage HMO and local PPO plans in more than 40 markets nationwide, and Medicare Advantage private fee for-service (PFFS) plans statewide in more than thirty states.

* See table on page 3 for listing of states where Humana's MA-PPOs are offered

"This award by CMS is significant in that it allows Humana to better meet the needs of people with Medicare who live in areas that have not previously had access to alternative Medicare plans," said Stefen Brueckner, Humana vice president of senior products. "Until recently, many Medicare beneficiaries residing in areas other than metropolitan hubs had little, if any, health care insurance plans to choose from other than Original Medicare or Medicare supplement (Medigap) plans."

Brueckner added, "Congress has taken a historical step in modernizing the Medicare program, and we are taking action to make healthcare coverage more affordable and accessible by expanding our product offerings into new markets. All 14 regions where Humana will offer the regional PPO will have two plan options that will include the prescription drug benefit. In some regions, a third PPO will have a zero premium but will not include the prescription drug benefit. Those options, coupled with membership in the SilverSneakers Fitness Program at no additional cost to our members makes this approach very attractive to Medicare beneficiaries around the country."

About Humana

Humana Inc., headquartered in Louisville, Ky., is one of the nation's largest publicly traded health benefits companies, with approximately 7 million medical members. Humana offers a diversified portfolio of health insurance products and related services - through traditional and consumer-choice plans - to employer groups, government-sponsored plans, and individuals.

Over its 44-year history, Humana has consistently seized opportunities to meet changing customer needs. Today, the company is a leader in consumer engagement, providing guidance that leads to lower costs and a better health plan experience throughout its diversified customer portfolio.

More information regarding Humana is available to investors via the Investor Relations page of the company's web site at www.humana.com, including copies of:

• Annual report to stockholders;
• Securities and Exchange Commission filings;
• Most recent investor conference presentation;
• Quarterly earnings news releases;
• Replays of most recent earnings release conference call;
• Calendar of events (includes upcoming earnings conference call dates, times, and access number, as well as planned interaction with institutional investors);
• Corporate Governance Information.

#######

2006 HUMANA MEDICARE ADVANTAGE REGIONAL PPOs	MMA REGION	# of MEDICARE BENEFICIARIES
Alabama	10	750,733
Arizona	21	769,443
Arkansas	15	471,368
Georgia	8	1,019,219
Florida	9	3,041,852
Illinois	14	1,720,335
Indiana	13	910,9890
Kansas	18	405,801
Kentucky	13	677,660
Louisiana	16	650,510
Michigan	11	1,501,197
Mississippi	16	457,314
Missouri	15	917,825
North Carolina	7	1,258,190
Ohio	12	1,784,284
Oklahoma	18	541,369
Pennsylvania	6	2,167,299
South Carolina	8	636,365
Tennessee	10	912,365
Texas	17	2,504,912
Virginia	7	981,773
West Virginia	6	359,789
Wisconsin	14	834,673