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:   July 12, 2000
(Date of Earliest Event Reported)

HUMANA INC.
(Exact name of Registrant as specified in its Charter)

      Delaware
       (State of
     Incorporation)       1-5975
    (Commission
    File Number)     61-0647538
  (I.R.S. Employer
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 July 13, 2000, Humana Inc. (the "Company" or ARegistrant") issued two press releases, copies of which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Item 7.     Financial Statements and Exhibits.


Exhibit 99.1    Copy of the Company's Press Release dated July 13, 2000

Exhibit 99.2    Copy of the Company's Press Release dated July 13, 2000

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
                                                                     and General Counsel

Dated:    July 13, 2000

<PAGE>

Exhibit Index

Exhibit 99.1    Copy of the Company's Press Release dated July 13, 2000

Exhibit 99.2     Copy of the Company's Press Release dated July 13,2000.

EX-99.1

                           Humana Inc.
                           500 West Main Street
                           P.O. Box 1438
                           Louisville, KY 40201-1438
                           http://www.humana.com


n e w s  r e l e a s e




FOR MORE INFORMATION, CONTACT:


Tom Noland
Humana Corporate Communications
Phone (502) 580-3674
E-MAIL: tnoland@humana.com

Regina Nethery
Humana Investor Relations
Phone (502) 580-3644
E-MAIL: rnethery@humana.com



           Charles Brewer, chairman of
  EarthLink, joins Humana's board of directors

     LOUISVILLE, Ky.- July 13, 2000-Humana Inc.
(NYSE: HUM) announced today that Charles Brewer,
chairman of EarthLink (NASDAQ: ELINK) - one of the
world's largest Internet service providers - has
joined its board of directors.
     Brewer's appointment is consistent with
Humana's ongoing commitment to using the speed,
convenience and cost-efficiency of Internet
technology to improve customer service and enhance
the information environment in which Humana's 5.9
million health plan members and more than 300,000
participating physicians make health care choices.
Humana is a leader in e-health connectivity and
was named the nation's 29th most Web-savvy company
by PC WEEK magazine in November 1999.
     "Charles is an important addition to Humana's
board in this time of rapid change," said  Michael
B. McCallister, president and chief executive
officer of Humana. "As a successful New Economy
pioneer, Charles brings to Humana both a deep
understanding of the Internet's power to transform
the transactional side of a business and a
passionate commitment to superb customer service."
                            - MORE -
     Headquartered in Atlanta, EarthLink provides
a full range of innovative access, Web-hosting and
e-commerce solutions to 3.5 million individuals
and businesses around the world. In February
EarthLink merged with MindSpring, another leading
Internet service provider, which Brewer founded in
1994 and where he served as chairman and chief
executive officer until the merger with EarthLink.
     "Humana is a health care leader with a great
heritage.  I think it will have an even greater
future, and I'm proud that I will have an
opportunity to contribute to that," Brewer said.
"I hope that my experience in building a
membership-based business by emphasizing company
culture and great customer service will be
helpful."
     Before founding MindSpring, Brewer, 41, was
chief executive officer of AudioFax, Inc., an
Atlanta company providing fax server software. He
was previously vice president of Sanders and
Company, a venture-capital firm based in Atlanta.
     He holds a master of business administration
degree from Stanford University in Palo Alto,
Calif., and is a Phi Beta Kappa graduate of
Amherst College in Amherst, Mass., where he
received a bachelor of arts degree in economics.
     Humana Inc., headquartered in Louisville,
Ky., is one of the nation's largest publicly
traded managed health care companies, with
approximately 5.9 million medical members located
primarily in 15 states and Puerto Rico.  Humana
offers coordinated health care coverage through a
variety of plans -- health maintenance
organizations, preferred provider organizations,
point of service plans, and administrative service
products -- to employer groups, government-
sponsored plans, and individuals.
     More information regarding Humana is
available via the Internet at www.humana.com.,
including on-line copies of our annual report to
shareholders, Form 10-K, Form 10-Qs, proxy
statement, and recent presentations to investor
groups. A publication-quality photograph of Brewer
is also available on the Web site.

                             #  #  #

EX-99.2

                              500 West Main Street
                                     P.O. Box 1438
                        Louisville, KY  40201-1438
                             http://www.humana.com
news release

For More Information Contact:

Regina Nethery
Humana Investor Relations
(502) 580-3644
E-mail:  Rnethery@humana.com

Tom Noland
Humana Corporate Communications
(502) 580-3674
E-mail:  Tnoland@humana.com




    HUMANA APPROVES STOCK BUYBACK AND ANNOUNCES
      EXPECTATIONS FOR SECOND QUARTER RESULTS

  -    Repurchase of up to five million shares planned
  -    Second quarter EPS expected to be in line with consensus
       estimate of $.11 per diluted share



LOUISVILLE,  KY  (July 13,  2000)  -  Humana  Inc.
(NYSE:  HUM)  today  reported that  its  board  of
directors authorized the repurchase of as many  as
five  million of its common shares.   The  company
has  167.7 million shares outstanding as  of  June
30, 2000.

The  company  said the shares may  be  repurchased
from  time  to  time in open-market purchases,  in
negotiated  transactions,  or  by  using  forward-
purchase contracts.

Humana  said the share repurchase will be used  in
conjunction with an equity incentive plan aimed at
the   retention  of  key  employees   during   the
Company's turnaround.

Humana also announced that it expects its earnings
per  share  for the second quarter to be  in  line
with  analysts'  consensus  of  $.11  per  diluted
share,  with a full press release on the company's
second  quarter results to be issued on August  3,
2000.


Humana    Inc.,   headquartered   in   Louisville,
Kentucky, is one of the nation's largest  publicly
traded   managed   health  care  companies,   with
approximately 5.9 million medical members  located
primarily  in  15 states and Puerto Rico.   Humana
offers coordinated health care coverage through  a
variety    of    plans   -   health    maintenance
organizations,  preferred provider  organizations,
point-of service-plans and administrative  service
products   -   to  employer  groups,   government-
sponsored plans and individuals.

More information regarding Humana is available via
the  Internet at www.humana.com, including on-line
copies of our annual report to shareholders,  Form
10-K,  Form  10-Qs,  proxy statement,  and  recent
presentations to investor groups.


This   news   release   contains   forward-looking
statements.   The forward-looking statements  made
in this news release are made pursuant to the safe
harbor   provisions  of  the  Private   Securities
Litigation  Reform  Act of 1995.   Forward-looking
statements   may  be  significantly  impacted   by
certain  risks  and  uncertainties  described   in
Humana's  annual report on Form 10-K for the  year
ended  December 31, 1999 and in Humana's quarterly
report  on  Form 10-Q for the quarter ended  March
31,   2000,  as  filed  with  the  Securities  and
Exchange Commission.