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) January 16, 2009

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

As previously disclosed, on July 8, 2008, Humana Inc. was notified by the United States Department of Defense TRICARE Management Activity (“TMA”) that it intended to negotiate an extension of Humana Inc.’s current contract with TMA for administration of the TRICARE program in TMA’s South Region (the “TRICARE Contract”). An Amendment of Solicitation/Modification of Contract (the “Amendment”) to the TRICARE Contract between Humana Military Healthcare Services, Inc. (“HMHS”), a wholly-owned subsidiary of Humana Inc., and TMA became effective as of January 16, 2009. A copy of the Amendment is attached hereto as Exhibit 10 and is incorporated herein by reference.

The Amendment adds one additional one-year option period, Option Period VI (which runs from April 1, 2009 through March 31, 2010) and two additional six-month option periods (Option Period VII runs from April 1, 2010 through September 30, 2010 and Option Period VIII runs from October 1, 2010 through March 31, 2011). The exercise of Option Periods VII and VIII is at the option of TMA. In addition, the Amendment updates the TRICARE Contract terms and conditions to incorporate the three additional option periods and align the clauses governing the Amendment with the latest version of the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

On January 22, 2009, Humana Inc. was notified by TMA that it intends to exercise its option to extend the TRICARE Contract for Option Period VI.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
10	Amendment of Solicitation/Modification of Contract, dated as of January 16, 2009, by and between Humana Military Healthcare Services, Inc. and the United States Department of Defense TRICARE Management Activity (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC).

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/ Steven E. McCulley
	Steven E. McCulley
	Vice President and Controller
	(Principal Accounting Officer)

Dated: January 22, 2009

INDEX TO EXHIBITS

Exhibit No.	Description
10.	Amendment of Solicitation/Modification of Contract, dated as of January 16, 2009, by and between Humana Military Healthcare Services, Inc. and the United States Department of Defense TRICARE Management Activity (portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC).

EX-10

Exhibit 10

Confidential Treatment Requested. Confidential portions of this document

have been redacted and have been separately filed with the Commission.”

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT   1. Contract ID Code         V   Page        of Pages     1                6

2. Amendment/Modification No.     P00526 3. Effective Date 4. Requisition/Purchase Req. No.     09-CMA-0057 5. Project No. (if applicable)     14631

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

      $ US    0.00

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: FAR 6.302; J&A signed by USD (AT&L) July 29, 2008
	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. P00526 is to add three (3) additional Option Periods (Option Period VI for 1 year and Option Periods VII and VIII for 6 months each) to the term of this Contract No. MDA906-03-C-0010 between the Government and Humana Military Healthcare Services, Inc. (HMHS) and to correct pricing error on SLIN 0508AE.

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) CHARLES R. BROWN                                303 676-3652 CONTRACTING OFFICER charles.brown@tma.osd.mil
15B. Contractor/Offeror /s/ David J. Baker	15C. Date Signed 01-16-09	16B. United States of America /s/ Charles R. Brown	16C. Date Signed Jan 16 2009
(Signature of person authorized to sign)		(Signature of Contracting Officer)

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

*****

Includes 66 pages of confidential material omitted

and filed separately with the Commission.