SC 14D1/A

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                       SCHEDULE 14D-1
                       AMENDMENT NO. 3
     Tender Offer Statement Pursuant to Section 14(d)(1)
           of the Securities Exchange Act of 1934

                             and

                        SCHEDULE 13D
                       AMENDMENT NO. 3

               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 the 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. 3 amends and supplements the Tender
Offer Statement on Schedule 14D-1 and on Schedule 13D filed on
August 16, 1995, as amended on August 24, 1995 and on August
30, 1995 (the "14D-1"), 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.

            Additional Information

      Item 10(c)

      The press release attached hereto as Exhibit (a)(13) is
incorporated by reference.

            Material to be Filed as Exhibits

      Item 11

      Exhibit (a)(13) - Press Release issued by the Parent on
September 15, 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






September 15, 1995

EX-99.A13

                                                  EXHIBIT (a)(13)

Humana News Release

                                          For Further Information:

                                             Laurie G. Scarborough
                                                Investor Relations
                                                September 15, 1995
                                                      502/580-1037

     LOUISVILLE, Ky. --- Humana Inc. (NYSE:  HUM) announced today
that it has extended the expiration date of its tender offer for
all outstanding shares of common stock of EMPHESYS Financial Group
Inc. (NYSE: EFG) until 6:00 P.M. EST, on October 2, 1995.  The
tender offer had been scheduled to expire on Friday, September 15,
1995.

     Humana's obligation to close the tender offer is subject to
obtaining regulatory approvals from the states of Wisconsin,
California and Illinois.  Humana is working closely with these
regulatory authorities to obtain the approvals.

     Humana has been advised by Chemical Mellon Shareholder
Services, the depositary for the offer, that as of the close of
business on September 14, 1995, approximately 12.7 million shares
of EMPHESYS common stock (or 72 percent of the outstanding shares
on a fully diluted basis) have been validly tendered and not
withdrawn pursuant to the offer.

          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.