SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                       SCHEDULE 14D-1
                       AMENDMENT NO. 1
     Tender Offer Statement Pursuant to Section 14(d)(1)
           of the Securities Exchange Act of 1934

                             and

                        SCHEDULE 13D
                       AMENDMENT NO. 1

               EMPHESYS Financial Group, Inc.
                  (Name of Subject Company)

                          HEW, Inc.
                a wholly owned subsidiary of 
                         HUMANA INC.
                          (Bidders)



                COMMON STOCK, $.01 PAR VALUE
               (Title of Class of Securities)


                          29158K104
             (CUSIP No. of Class of Securities)



                   Arthur P. Hipwell, Esq.
          Senior Vice President & General Counsel
                          Humana Inc.
                    500 West Main Street
                Louisville, Kentucky  40202
                        (502) 580-1000
  (Name, Address and Telephone Number of Person Authorized
           to Receive Notices and Communications)

                         Copies to:

                    Jeffrey Bagner, Esq.
          Fried, Frank, Harris, Shriver & Jacobson
                     One New York Plaza
               New York, New York  10004-1980
                       (212) 859-8000


The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).



CUSIP NO. 29158K104                        Page 2 of 3 Pages


      This Amendment No. 1 amends and supplements the Tender
Offer Statement on Schedule 14D-1 Statement and on Schedule
13D (the "14D-1") filed on August 16, 1995, relating to a
tender offer by HEW, Inc., a Delaware corporation (the
"Offeror") and a wholly owned subsidiary of Humana Inc., a
Delaware corporation (the "Parent") to purchase all
outstanding shares of common stock, par value $0.01 per share
(the "Shares"), of EMPHESYS Financial Group, Inc. (the
"Company") at a purchase price of $37.50 per Share, net to the
seller, in cash, without interest, upon the terms and
conditions set forth in the Offer to Purchase, dated August
16, 1995, and in the related Letter of Transmittal.

Item l0(b).       Additional Information

      Item 10(b) of the 14D-1 is hereby amended by adding the
following:

      The Offeror has been advised by the Company that The
Dental Concern, Ltd., an indirect wholly owned subsidiary of
the Company, is an Illinois domestic insurance company.

      Chapter 215, Act 5, Section 131.4 of the Illinois
Insurance Code ("Illinois Code") provides that a person other
than the insurer shall not make a tender offer for or a
request or invitation for tenders of, or seek to acquire or
acquire any voting security of a domestic insurer (defined for
this purpose to include any company controlling such a
domestic insurer) if, at the completion of such acquisition,
the person would be in control of the domestic insurer unless
the person has filed with the Office of the Director of
Insurance of the State of Illinois ("DOI") and has sent to the
insurer a Form A acquisition statement containing the
information required by the DOI, and the offer, request,
invitation, agreement or acquisition has been approved by the
DOI in the manner prescribed by Chapter 215, Act 5, Section
131 of the Illinois Code.  There is no statutory time period
within which the DOI must respond to a request for approval. 
Under Section 131, the DOI may hold a hearing on the proposed
acquisition.

      The Offeror and the Parent intend to submit a Form A
acquisition statement to the DOI seeking approval of the Offer
as soon as practicable.



CUSIP NO. 29158K104                        Page 3 of 3 Pages


                          SIGNATURE

     After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.


                                    HUMANA INC.


                                    BY:  /S/ ARTHUR P. HIPWELL
                                         ARTHUR P. HIPWELL
                                         SENIOR VICE PRESIDENT
                                         AND GENERAL COUNSEL


                                    HEW, INC.


                                    BY:  /S/ JAMES E. MURRAY 
                                          JAMES E. MURRAY
                                          VICE PRESIDENT AND
                                          CONTROLLER






August 24, 1995