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:  May 27, 1998
                   (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 May 28, 1998,  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 May 28, 1998.


	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.



_________________________________
By:	Arthur P. Hipwell
Senior Vice President 
 and General Counsel


Dated: May 28, 1998



Exhibit Index

Exhibit 99.	Copy of the Company's Press Release dated May 28, 1998.

EX-99

Press Release 

CONTACT:

UNITED HEALTHCARE				HUMANA
Bernie McDonagh					Kristi Drablos
Vice President, Investor Relations              Director, Investor Relations
(612) 936-7214					(502) 580-3644

Susan Busch                                     Tom Noland
Director, Media Relations                       Vice President, Corporate
& Public Relations                               Communications
(612) 936-1932					(502) 580-3674


UNITED HEALTHCARE AND HUMANA TO MERGE

Merger Creates a Strategic Business Combination Dedicated to
Improving the Health and Well-Being of People Through all Stages of Life

MINNEAPOLIS, Minn. And Louisville, Ky. (May 28, 1998) - United HealthCare 
Corporation (NYSE:UNH) and Humana Inc. (NYSE:HUM) today announced they have 
reached a definitive agreement to merge in a transaction approved by the boards
of directors of both companies. The combination will bring together two 
organizations who have long been devoted to serving customers with high 
quality, most accessible and most affordable health care services. The 
combined enterprise will operate under the United HealthCare name and will 
be based in Minneapolis, with a significant workforce and 
business presence in Louisville.

The proposed merger will be accounted for as a pooling of interests in which 
one United HealthCare share will be exchanged for every two Humana shares 
in a tax-free transaction. The total consideration of the proposed 
transaction is approximately $5.5 billion. The transaction will require 
shareholder and regulatory approvals and is expected 
to close in the third quarter of 1998.

William W. McGuire, M.D., United HealthCare's chairman, president and chief 
executive officer, said, "The most successful health care companies in the 
next decade will be those whose products and services align with the needs 
and desires of consumers - in other words, companies that offer people what 
they want. United HealthCare has led the industry in meeting consumer 
demands for greater access and flexibility. By year-end, 
our open access plans will enable nearly 4 million health plan members 
in 38 markets to see network doctors and specialists without a referral."


(more)


Dr. McGuire continued, "Consumers want flexibility in choice of doctors 
and hospitals, broader access to services, a wide spectrum of products and 
services tailored to specific consumer market segments and needs, and 
greater affordability. To achieve these objectives and create a powerful 
platform for growth, it is critical to create an enterprise 
that, in an increasingly competitive marketplace, possesses the size, 
scale and operating efficiencies needed to accelerate investments in 
high quality health and well-being services. The combination of United 
HealthCare and Humana is driven by this vision."

Greg Wolf, Humana's chief executive officer, said, "The merged company will 
be able to respond, better than any other, to what people want from a 
health care company today. With millions of members in all 50 states and 
Puerto Rico, the new enterprise will realize tremendous economies of scale, 
unmatched administrative efficiency and an industry-leading service 
platform. The result will be more affordable products, for more people, 
delivered more efficiently.

In addition, the merged company will offer greater choice of doctors and 
hospitals, consumer-focused, high quality products and the ability to 
measurably improve our members' health. A proprietary information system 
with the capacity to collect and analyze enormous reservoirs of the most 
current data will be of tremendous value to physicians as they seek the 
best clinical pathways for patient care.

Finally, the merged entity offers consumers and investors a company with 
financial strength, earning power and favorable prospects for substantial 
growth," Mr. Wolf added.

David A. Jones, Humana's chairman and co-founder, said, "As the health 
care industry grapples with issues of access, affordability, quality and 
choice, the size, scope and proven operational competence of the new 
company will enable us to address these concerns. We are creating a 
company whose leadership and innovation can help people of all ages 
realize the best of our health care assets. And through these efforts, 
this merger holds great promise for outstanding shareholder return."

The companies expect the merger to be neutral to earnings in 1998 and 
accretive to earnings in 1999 (exclusive of transaction costs) and have 
identified significant annual operating synergies that will be realized 
following the completion of the transaction. These synergies come from 
consolidation of corporate overhead and administration, merging 
overlapping operations, integrating and improving medical care programs and 
cross-selling products and services.







(more)
"We are targeting improvements in operating costs of 3 percent to 5 percent, 
and medical costs of 0.75 percent to 1 percent while maintaining our 
commitment to providing our customers with high quality health and 
well-being services they need, when they need them," said Dr. McGuire. 
"We will move quickly to eliminate basic functional redundancies and, 
as a result, improve how we work for our customers. The integration 
of each company's best network and medical management systems will help 
us to optimize our medical care effectiveness. Longer term, we will 
integrate the underlying systems and service processes of both companies 
to evolve into the industry-leading service and support platform that 
will provide customers and care providers with leading edge service. We 
also expect to achieve a sustainable unit cost advantage in the key 
operational areas."

Mr. Wolf added, "Most importantly, we believe the merger increases our 
ability to introduce new product and service offerings in our local markets, 
giving consumers more value and greater choice while enhancing their 
health and well-being. As consumers embrace these new offerings, we expect 
the already remarkable growth rate of these companies to continue. 

Dr. McGuire stated that the merger with Humana fits exceptionally well 
within the framework of United HealthCare's six strategic business 
segments, which will facilitate a rapid and efficient integration of 
the combined operations. Humana's health plans, small group insurance 
services and specialized businesses that include dental, life, workers'
compensation and disability, are strong units that complement or add 
new services to those currently offered by United HealthCare.

On a pro forma combined basis, United HealthCare would be among the most 
prominent health care concerns, with annual revenues approximating 
$27 billion. The company will operate in 50 states, Puerto Rico and 
internationally, including Hong Kong, Singapore and South Africa. United 
HealthCare will be supported by a dedicated 50,000-member workforce, as 
well as an exceptionally strong financial position with more than $13 
billion in total assets, and more than $6 billion in shareholder equity.

The combined company will be led by Dr. McGuire, who will remain as 
chairman, president and chief executive officer. Greg Wolf will have a 
prominent leadership role and will serve on United HealthCare's executive 
council. David Jones will join the United HealthCare Board of Directors.

Dr. McGuire said, "I am delighted that David Jones will be joining our 
board of directors. He has been a key figure in advancing the quality of 
health care services in a career that has spanned a period of unprecedented 
industry transformation. He has played a central role not only in the 
creation and enduring success of Humana, but also in the direction of 
the entire industry. We are extremely pleased that David will continue 
as a member of our board, and that Greg Wolf and his outstanding 
management team will be joining us to help lead the company in the future." 

(more)

United HealthCare (www.unitedhealthcare.com) is a diversified health 
service company that provides a broad spectrum of resources of resources 
and services to help people achieve improved health and well-being through 
all stages of life. United HealthCare is organized into six business 
segments: Health Plans, Retiree and Senior Services, Strategic Business 
Services, Insurance Services, Specialized Care Services, and Knowledge 
and Information Services.

Humana Inc. (www.humana.com), with headquarters in Louisville, Ky., is 
one of the nation's largest publicly traded managed health care companies 
with approximately 6.2 million customers in its health care programs 
located primarily in 16 states and Puerto Rico. Humana offers coordinated 
health care through a variety of health plans - health maintenance 
organizations, preferred provider organizations, point-of-service plans, 
and administrative services products - to employers groups, government-
sponsored plans and individuals.





Forward-Looking Statements

Statements that United HealthCare or Humana may publish, including those 
in this announcement, that are not strictly historical are "forward-looking"
statements under the safe harbor provisions of the Private Securities 
Litigation Reform Act of 1995. Forward-looking statements involve known 
and unknown risks which may cause actual results and corporate 
developments to differ materially from those expected. Factors that 
could cause results and developments to differ materially from 
expectations include, without limitation, the ability of the combined 
company to execute the anticipated integration and realize the expected 
synergies, the effects of the state and federal regulations, including 
those that impact the formation of the combined companies, the effects of 
related or other acquisitions and divestitures, and other risks described 
from time to time in each of United HealthCare's and Humana's SEC 
reports including quarterly reports on Form 10-Q, annual reports on 
Form 10-K and reports on Form 8-K.