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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Admar Group, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
0000070931
(CUSIP Number)
Check the following box if a fee is being paid with
the statement / /.
(A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 0000070931 13G/A Page 2 of 5 Pages
**************************************************
* 1 NAME OF REPORTING PERSON *
* S.S. OR I.R.S. IDENTIFICATION NO. OF *
* ABOVE PERSON *
* Humana Inc. *
* 61-0647538 *
*________________________________________________*
* 2 CHECK THE APPROPRIATE BOX IF A MEMBER *
* OF A GROUP* *
* N/A (a) / / *
* (b) / / *
*________________________________________________*
* 3 SEC USE ONLY *
* *
*________________________________________________*
* 4 CITIZENSHIP OR PLACE OF ORGANIZATION *
* Delaware *
*________________________________________________*
************ 5 SOLE VOTING POWER *
* * 200,000 *
* * *
*________________________________________________*
* Number of * *
* Shares * 6 SHARED VOTING POWER *
*Beneficially* *
* Owned by * *
_________________________________________________*
* Each * *
* Reporting * 7 SOLE DISPOSITIVE POWER *
* Person * 200,000 *
* with * *
*________________________________________________*
* * *
* * 8 SHARED DISPOSITIVE POWER *
* * *
************_____________________________________*
* 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY *
* EACH REPORTING PERSON *
* 1,000,000 (See Note 1) *
*________________________________________________*
* 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW *
* (9) EXCLUDES CERTAIN SHARES *
* N/A / / *
*________________________________________________*
* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN *
* ROW (9) *
* 10.5% (See Note 1) *
*________________________________________________*
* 12 TYPE OF REPORTING PERSON *
* CO *
**************************************************
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CUSIP No. 0000070931 Page 3 of 5 pages
ITEM 1(a) Name of Issuer:
The Admar Group, Inc.
ITEM 1(b) Address of Issuer's Principal Executive
Offices:
1551 N. Tustin Avenue, Suite 300
Santa Ana, CA 92705
ITEM 2(a) Name of Person Filing:
Humana Inc.
ITEM 2(b) Address of Principal Business Office or,
if none, residence:
500 West Main Street
Louisville, KY 40202
ITEM 2(c) Citizenship:
Delaware
ITEM 2(d) Title of Class of Securities:
Common
ITEM 2(e) Cusip Number:
0000070931
ITEM 3 If this statement is filed pursuant to Rules
13d-1(b) or 13d-2(b), check whether the
person filing is a: N/A
(a) ( ) Broker or Dealer registered under
Section 15 of the Act.
(b) ( ) Bank as defined in Section
3(a)(6) of the Act.
(c) ( ) Insurance Company as defined in
Section 3(a)(19) of the Act.
(d) ( ) Investment Company registered
under Section 8 of the Investment
Company Act.
(e) ( ) Investment Adviser registered
under Section 203 of the
Investment Advisers Act of 1940.
(f) ( ) Employee Benefit Plan, Pension
Fund which is subject to
provisions of the Employee
Retirement Income Security Act of
1974 or Endowment Fund; see
Section 240.13d-a(b)(1)(ii)(F).
(g) ( ) Parent Holding Company in
accordance with Section
240.13d-1(b)(ii)(G).
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CUSIP No. 0000070931 Page 4 of 5 Pages
(h) ( ) Group, in accordance with Section
240.13d-a(b)(1)(ii)(H).
ITEM 4 Ownership:
(a) Amount Beneficially owned:
1,000,000 (See Note 1)
(b) Percent of Class:
10.5% (See Note 1)
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the
vote: 200,000
(ii) Shared power to vote or to direct
the vote: N/A
(iii) Sole power to dispose or to direct
the disposition of: 200,000
(iv) Shared power to dispose or to direct
the disposition of: N/A
Note 1
Humana Inc. Beneficial Ownership: 1,000,000(1)(2)
(1) Includes 800,000 common shares that
Humana Inc. may acquire upon the exercise
of currently exercisable warrants.
(2) The number of common shares outstanding
was calculated as follows:
8,762,602 Common shares outstanding on
December 27, 1995
800,000 Common share equivalents-
--------- exercisable warrants (1)
9,562,602
ITEM 5 Ownership of Five Percent or Less of a
Class: If this statement is being filed to
report that as of the date hereof, the
reporting person has ceased to be the
beneficial owner of more than five percent
of the class of securities, check the
following.
N/A
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SIGNATURE
CUSIP No. 0000070931 Page 5 of 5 Pages
ITEM 6 Ownership of More than Five Percent on
Behalf of Another Person.
N/A
ITEM 7 Identification and Classification of the
subsidiary which acquired the security
being reported on by the Parent Holding
Company:
N/A
ITEM 8 Identification and Classification of
Members of the Group.
N/A
ITEM 9 Notice of Dissolution of Group
N/A
ITEM 10 By signing below, I certify that, to the
best of my knowledge and belief, the
securities referred to above were acquired
in the ordinary course of business and were
not acquired for the purpose of and does
not have the effect of changing or
influencing the control of the issuer of
such securities and were not acquired in
connection with or as a participant in any
transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 12, 1996
HUMANA INC.
By:/s/Arthur P. Hipwell
_________________________
Arthur P. Hipwell
Senior Vice President and
General Counsel
