8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) March 27, 2008

Humana Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-5975	61-0647538
(Commission File Number)	(IRS Employer Identification No.)
500 West Main Street, Louisville, KY	40202
(Address of Principal Executive Offices)	(Zip Code)

502-580-1000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

Item 8.01 Other Events

An Amendment of Solicitation/Modification of Contract (“Amendment”) to the contract between Humana Military Healthcare Services, Inc. (“HMHS”), a wholly-owned subsidiary of Humana Inc., and the United States Department of Defense TRICARE Management Activity (“TMA”) concerning Humana’s contract with TMA for administration of the TRICARE program in TMA’s South Region became effective as of April 1, 2008. A copy of the Amendment is attached hereto as Exhibit 10 and is incorporated herein by reference.

The Amendment (i) extends the term of the contract through Option Period V, which runs from April 1, 2008 to March 31, 2009, and (ii) incorporates into the contract the parties’ negotiated target underwritten health care cost and underwriting fee for Option Period V.

HMHS, headquartered in Louisville, Kentucky, has been a Department of Defense contractor for the TRICARE program since July 1, 1996. In August 2003, HMHS was awarded the contract to provide health benefits support and services to approximately 2.9 million active duty and retired military and their eligible family members in the ten-state South Region.

Revenues associated with the anticipated contract amendment and the related operating margin were included in Humana’s 2008 consolidated guidance in the Company’s press release dated March 12, 2008.

Additionally, on March 24, 2008, the Department of Defense published the final RFP for the TRICARE Third Generation (T-III) Managed Support Services Solicitation (“RFP”). Under the RFP bid submissions are due on May 27, 2008. A specific award date was not disclosed. Humana intends to participate in the RFP.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
10	Amendment of Solicitation/Modification of Contract

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:	/s/ Kathleen Pellegrino
	Kathleen Pellegrino
	Vice President & Acting General Counsel

Dated: April 2, 2008

INDEX TO EXHIBITS

Exhibit No.	Description
10	Amendment of Solicitation/Modification of Contract

EX-10

Exhibit 10

Exhibit 10

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. Contract ID Code V Page of Pages 1 7

2. Amendment/Modification No. P00421 3. Effective Date MAR 27 2008 4. Requisition/Purchase Req. No. 08-NEX-0052 5. Project No. (if applicable) 14485

6. Issued By Code MDA906 DEPARTMENT OF DEFENSE TRICARE MANAGEMENT ACTIVITY/CM 16401 E. CENTRETECH PARKWAY AURORA, CO 80011-9066 CLAYTON SMITH 303 676-3854 7. Administered By (if other than Item 6) Code SEE BLOCK 6

8. Name and Address of Contractor (No., Street, County, and Zip Code) HUMANA MILITARY HEALTHCARE SERVICES, Vendor ID: 00000265 500 W. MAIN STREET DUNS: 805349198 P.O. BOX 740062 LOUISVILLE KY 40202 CAGE: 050S0 (x) 9A. Amendment of Solicitation No.

9B. Date (See Item 11)

X 10A. Modification of Contract/Order No. MDA906-03-C-0010

10B. Date (See Item 13) August 27, 2003

Code Facility Code

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

[] The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers [] is extended [X] is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. Accounting and Appropriation Data (if required) 9708080130.1889.102000 $ US XXX

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

(x) A. This change order is issued pursuant to: (Specify authority) The changes set forth in item 14 are made in the Contract Order No. in item 10A.

B. The above numbered Contract/Order is modified to reflect the administrative changes (such as changes in paying office, appropriation date, etc) Set forth item 14, pursuant to the authority of FAR 43.103(b)

X C. This supplemental agreement is entered into pursuant to authority of: See Block 14 below

D. Other (Specify type of modification and authority)

E. IMPORTANT: Contractor [ ] is not, [X] is required to sign this document and return 1 copies to the issuing office.

14. Description of Amendment/Modification (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of modification no. P00421 (Reference ConReq No.s 14485 and 14486) is to incorporate Option Period V target cost and fee and to exercise Option Period V.

Block 12: Paragraph H.1. Contractor Financial Underwriting of Healthcare costs and FAR 52.217-9, OPTION TO EXTEND THE TERM OF THE CONTRACT (Mar 2000).

See Following Pages. Except as provided herein, all terms and conditions of the document referenced in item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. Name and Title of Signer (Type or Print) DAVID J. BAKER PRESIDENT & CEO, HMHS 16A. Name and title of Contracting Officer (Type or Print) JUDY F. ROSS 303 676-3754 CONTRACTING OFFICER judy.ross@tma.osd.mil

15B. Contractor/Offeror /s/David J. Baker (Signature of person authorized to sign) 15C. Date Signed 3-25-08 16B. United States of America /s/ Judy F. Ross (Signature of Contracting Officer) 16C. Date Signed 3-27-08

NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83) PREVIOUS EDITIONS UNUSABLE Prescribed by GSA FAR (48 CFR) 53.243