SC 14D1/A

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                       SCHEDULE 14D-1
                       AMENDMENT NO. 5
     Tender Offer Statement Pursuant to Section 14(d)(1)
           of the Securities Exchange Act of 1934

                             and

                        SCHEDULE 13D
                       AMENDMENT NO. 5

               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. 5 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, August 30,
1995, September 15, 1995 and September 28, 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.

      Item 10     Additional Information

      (c)  The press release attached hereto as Exhibit
(a)(15) is incorporated by reference.

      Item 11     Material to be Filed as Exhibits

      Exhibit (a)(15) - Press Release issued by the Parent on
October 3, 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






October 3, 1995

EX-99.A15

                                     EXHIBIT (a)(15)

Humana News Release

                             For Further Information
                               Laurie G. Scarborough
                                  Investor Relations
                                        502/580-1037
                                     October 3, 1995

      HUMANA EXTENDS OFFER PERIOD FOR EMPHESYS

     LOUISVILLE, KY. --- Humana Inc. (NYSE:  HUM) announced today that
the company has extended the expiration date of its tender offer for all the
outstanding shares of common stock of EMPHESYS Financial Group, Inc.
(NYSE:  EFG) until 6:00 p.m. EDT on October 11, 1995.  The tender offer had
been scheduled to expire on Monday, October 2, 1995.

     Conditions to closing this offer include regulatory approvals from the
states of Wisconsin, California and Illinois. Humana has received approval from
the states of Wisconsin and California.  The company is working actively with
the Illinois Department of Insurance to expedite this final regulatory approval.

     Humana has been advised by Chemical Mellon Shareholder Services,
the depositary for the offer, that as of the close of business on October 2,
1995, approximately 16.6 million shares of EMPHESYS common stock (or 94
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.