8-K

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549





                             FORM 8-K




                          Current Report
                     Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934



                  Date of Report: December 1, 1997
                 (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

		On December 1, 1997,  Humana Inc. (the "Company" or
                "Registrant") issued a press release, a copy of which
                is attached hereto as Exhibit 99 and is incorporated
                herein by reference.

		
Item 7.	Financial Statements and Exhibits.

Exhibit 99.	Copy of the Company's Press Release dated December 1, 1997.


	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/ Arthur P. Hipwell
						By: Arthur P. Hipwell
                                                  Senior Vice President &
                                                    General Counsel


Dated: December 1, 1997



Exhibit Index

Exhibit 99.	Copy of the Company's Press Release dated December 1, 1997

EX-99

  EXHIBIT 99

FOR MORE INFORMATION, CONTACT:

Laurie Scarborough
Humana Investor Relations
502/580-1037
E-MAIL: lscarborough@humana.com



Tom Noland
Humana Public Affairs
502/580-3674
E-MAIL: tnoland@humana.com



                         Humana CEO David A. Jones Retires

             Jones remains chairman; Gregory H. Wolf assumes CEO role


        LOUISVILLE, KY _ Dec. 1, 1997 _ Humana Inc. (NYSE: HUM)
announced that David A. Jones is retiring as its chief executive
officer effective today.  As previously announced, Jones, who
remains as chairman of the board of the company he co-founded in
1961, will relinquish his responsibilities as CEO to current
Humana President and Chief Operating Officer Gregory H. Wolf.  

	Jones, 66, who was originally scheduled to step down as CEO on
Dec. 31, said he decided to make the change a month earlier to
allow Wolf to present Humana's 1998 business plan to the board
of directors with full authority for its preparation and
execution. The company's fiscal year begins Jan. 1. 

	"Greg Wolf is a visionary and inspirational leader.  Since he
became Humana's chief operating officer 17 months ago,  we've
made sweeping changes that have refocused our business on our
strategic assets and positioned the company well for the
future," Jones said.  "Our company is moving in the right
direction, we have the right person in charge and this is the
right time for change."

- -More-

						Page 2								Wolf, 41, said: "David Jones is a legend in
        Wolf, 41, said: "David Jones is a legend in the health
care industry.  His leadership and force of personality have
taken Humana from an idea to an $8 billion company.  His
contributions are not limited to today's Humana;
in addition to the spin off to our shareholders of the company's
hospitals in 1993, our company has seeded a variety of other
companies with financial and human resources and created jobs
throughout this industry.  At the same time, David played a
leadership role nationally in expanding affordable access to
health care for all Americans."

	A Louisville native, Jones founded Humana with the late Wendell
Cherry in 1961. The company grew rapidly as an owner and
operator of nursing homes and went public in 1968. That year,
Humana built its first hospital, and in 1972 the company sold
its nursing homes.  By the late 1970s, Humana was the nation's
largest hospital company.

	In 1984, the company sold its first health plan products, and
in 1993, after rapid growth in this area, Humana spun off its
hospitals to its shareholders as a separate company. 

	Jones is a 1954 graduate of the University of Louisville. 
After three years of service in the U.S. Navy, he entered Yale
University Law School, where he earned a J.D. degree in 1960
while also serving on the economics faculty. 

	He is a member of the Business Roundtable, the boards of
directors of the American Association of Health Plans, and the
Healthcare Leadership Council (of which he is co-founder and
former chairman) and is the former chairman of the National
Committee for Quality Health Care.						

						-More-

						Page 3



        Wolf, who will retain the post of president, previously served
as Humana's senior vice president of sales and marketing,
joining the company following its acquisition of Green Bay,
Wis.-based EMPHESYS Financial Group, Inc. in October 1995.  At
EMPHESYS, Wolf served as president and chief operating officer.

	Humana Inc., headquartered in Louisville, Ky., is one of the
nation's largest publicly traded managed health care companies
with approximately 6.2 million medical members located primarily
in 16 states and Puerto Rico.  Humana offers coordinated health
care through a variety of plans _ health maintenance
organizations, preferred provider organizations,
point-of-service plans, and administrative services products _
to employer groups, government-sponsored plans and individuals. 

	More information about Humana is available at
http://www.humana.com.