SC 14D1/A

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                       SCHEDULE 14D-1
                       AMENDMENT NO. 2
     Tender Offer Statement Pursuant to Section 14(d)(1)
           of the Securities Exchange Act of 1934

                             and

                        SCHEDULE 13D
                       AMENDMENT NO. 2

               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 on behalf of Bidders)

                         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. 2 amends and supplements the Tender
Offer Statement on Schedule 14D-1 and on Schedule 13D (the
"14D-1") filed on August 16, 1995, as amended on August 24,
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 10   Additional Information

        (b)  The Offeror has advised the Company that the
obtaining of the approval of the Director of Insurance
of the State of Illinois as disclosed in Amendment No. 1 to
the 14D-1 constitutes a condition to the obligation of the
Offeror to accept for payment or pay for Shares pursuant
to Section 15 of the Offer to Purchase, dated August 16, 1995.

        (c)  The press release attached hereto as Exhibit
(a)(12) is incorporated by reference.

        Item 11  Material to be filed as Exhibits

        Exhibit (a)(12) - Press Release issued by the Parent on
August 30, 1995.


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 30, 1995

EX-99.A12

                                                  EXHIBIT (a)(12)

Humana News Release

                                          For Further Information:

                                             Laurie G. Scarborough
                                                Investor Relations
                                                   August 30, 1995
                                                      502/580-1037

     LOUISVILLE, Ky. --- Humana Inc. (NYSE:  HUM) announced today
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 relating to Humana's acquisition of
EMPHESYS Financial Group Inc. (NYSE:  EFG) has expired.

     On August 16, Humana commenced a tender offer of $37.50 per
share for all the outstanding shares of EMPHESYS.  The offer is
scheduled to expire on Friday, September 15, 1995, unless extended.

     EMPHESYS, based in Green Bay, Wisconsin, is one of the
nation's premier health insurers in the small group market. 
Headquartered in Louisville, Kentucky, Humana provides managed
health care services to 2.4 million members through the operation
of health maintenance organizations and preferred provider
organizations located in 14 states and the District of Columbia.