8-K

              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549






                           FORM 8-K





                        Current Report
                    Pursuant to Section 13
          of the Securities Exchange Act of 1934



                Date of Report:  June 14, 1994
               (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

          After the close of business on June 14, 1994, Humana Inc.
          announced that it received $71 million in tax refunds for
          settlement of certain income tax disputes with the Internal
          Revenue Service related to the timing of medical claims
          deductions and the deductibility of intangible amortization
          for the tax years 1988 through 1991.  The company previously
          made a tax and interest prepayment during 1992 for the 1988
          and 1989 tax years.

          As a result of the settlement, the company will recognize a
          $29 million reduction of interest expense and a $10 million
          reduction of tax expense which represents the cumulative
          effect from 1988 to present of amounts provided for such
          items.  The remainder of the refund will reduce the deferred
          tax asset currently being carried on the company's balance
          sheet.

          Concurrently, the company provided $18 million for the
          writedown of a non-operational asset.  Combining the effect of
          the tax refund and the write-down of the non-operational
          asset, Humana's results of operations for the second quarter
          ending June 30, 1994, will be increased by $17 million or $.10
          per share.  For the remainder of 1994, the benefit of the tax
          settlement and non-operational adjustment in the company's
          results of operations will approximate $.04 per share.


Item 7.   Financial Statements and Exhibits.

Exhibit 20.  Copy of the Company's Press Release dated June 14, 1994.


                          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/ Walter E. Neely
                                    By:  Walter E. Neely
                                         Vice President, General
                                         Counsel and Secretary


Dated:  June 15, 1994



Exhibit Index

Exhibit 20.  Copy of the Company's Press Release dated June 14, 1994.

EX-20

                          EXHIBIT 20


                HUMANA ANNOUNCES TAX SETTLEMENT


     LOUISVILLE, KY. --- Humana Inc. (NYSE: HUM) announced today that it
received $71 million in tax refunds for settlement of certain income tax
disputes with the Internal Revenue Service related to the timing of
medical claims deductions and the deductibility of intangible amortization
for the tax years 1988 through 1991.  The company previously made a tax
and interest prepayment during 1992 for the 1988 and 1989 tax years.
     As a result of the settlement, the company will recognize a $29
million reduction of interest expense and a $10 million reduction of tax
expense which represents the cumulative effect from 1988 to present of
amounts provided for such items.  The remainder of the refund will reduce
the deferred tax asset currently being carried on the company's balance
sheet.
     Concurrently, the company provided $18 million for the writedown of
a non-operational asset.  Combining the effect of the tax refund and the
write-down of the non-operational asset, Humana's results of operations
for the second quarter ending June 30, 1994, will be increased by $17
million or $.10 per share.  For the remainder of 1994, the benefit of the
tax settlement and non-operational adjustment in the company's results of
operations will approximate $.04 per share.
     Based in Louisville, Kentucky, Humana provides managed health care
services to over 1.8 million members through the operation of health 
maintenance organizations and preferred provider organizations.