HUMANA INC
10-Q, 1996-08-14
HOSPITAL & MEDICAL SERVICE PLANS
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                    UNITED STATES
          SECURITIES AND EXCHANGE COMMISSION
               WASHINGTON, D.C.  20549
                      FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 1996

                          OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
           SECURITIES EXCHANGE ACT OF 1934


            Commission file number 1-5975

                     HUMANA INC.

(Exact name of registrant as specified in its charter)

          Delaware                    61-0647538
(State or other jurisdiction of     (I.R.S. Employer
incorporation or organization)     Identification No.)

500 West Main Street,
Louisville, Kentucky                            40202
(Address of principal executive offices)     (Zip Code)


                    (502) 580-1000
 (Registrant's telephone number, including area code)


                    Not Applicable
(Former name, former address and former fiscal year, if changed
                   since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the
past 90 days.

                                           
      YES       X                   NO               
                                                 


Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

                                  Outstanding at
   Class of Common Stock          August 12, 1996
                                                 

    $.16 2/3 par value         162,441,760 shares
                                                               
                       1 of 18

                     HUMANA INC.
                      FORM 10-Q
                    June 30, 1996

                                              Page of
                                             Form 10-Q
                                                       
Part I: Financial Information
                             

Item 1.        Financial Statements

        Condensed Consolidated Statement of 
        Operations for the quarters and six 
        months ended June 30, 1996 and 1995        3

        Condensed Consolidated Balance Sheet at 
        June 30, 1996 and December 31, 1995        4

        Condensed Consolidated Statement of 
        Cash Flows for the six months 
        ended June 30, 1996 and 1995               5

        Notes to Condensed Consolidated 
        Financial Statements                     6-8

Item 2. Management's Discussion and Analysis 
        of Financial Condition and 
        Results of Operations                   9-16



Part II:  Other Information
                           

Items 1 to 6                                   17-18



Exhibits
        

Exhibit 12 - Ratio of Earnings to Fixed Charges
Exhibit 27 - Financial Data Schedule


<TABLE>

                     HUMANA INC.
    CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the quarters and six months ended June 30, 1996 and 1995
                      Unaudited
    (Dollars in millions except per share results)

                          Quarter        Six Months
                                                       
<S>                  <C>       <C>     <C>      <C>
                     1996      1995    1996     1995
                                                    

Revenues:
  Premiums         $ 1,578  $ 1,048  $ 3,138  $ 2,073
  Interest              25       19       50       38
  Other income           2        3        5        7
                                                     
    Total revenues   1,605    1,070    3,193    2,118
                                                     

Operating expenses:
  Medical costs      1,415      860    2,689    1,686
  Selling, general 
    and administra-
    tive               228      125      431      250
  Depreciation and 
    amortization        24       15       49       30
  Asset write-downs
    and other unusual
    charges             81                81
                                                     
    Total operating
     expenses        1,748    1,000    3,250    1,966
                                                     

Income (loss) from 
  operations          (143)      70      (57)     152

  Interest expense       3        2        8        4
                                                      

Income (loss) before 
  income taxes        (146)      68      (65)     148 

  Income tax provision
  (benefit)            (51)      23      (23)      50
                                                      

Net income (loss)  $   (95) $    45  $   (42) $    98 
                                                      
                                                      

Earnings (loss) per
 common share      $  (.58) $   .28  $  (.26) $   .60
                                                      
                                                      

Shares used in 
 earnings (loss) 
 per common share
 computation (000) 162,455  162,255  162,417  162,148 
                                                      
                                                      




</TABLE>  
                See accompanying notes.

                      HUMANA INC.
         CONDENSED CONSOLIDATED BALANCE SHEET
                       Unaudited
    (Dollars in millions except per share amounts)
<TABLE>
<S>                          <C>          <C>
                             June 30,     December 31,
                               1996           1995
                                                      
                        Assets
Current assets:
  Cash and cash equivalents  $   194          $   182
  Marketable securities        1,209            1,156
  Premiums receivable, less 
   allowance for doubtful 
   accounts of $36 for 
   June 30, 1996 and 
   December 31, 1995             141              131
  Other                          173              124
                                                     
     Total current assets      1,717            1,593
Long-term marketable securities  129              180
Property and equipment, net      378              382
Cost in excess of net tangible 
  assets acquired                495              536
Other                            190              187
                                                     
      Total assets           $ 2,909          $ 2,878
                                                     
                                                     
      Liabilities and Common Stockholders' Equity

Current liabilities:
  Medical costs payable      $ 1,045          $   866
  Trade accounts payable and 
   accrued expenses              296              291
  Income taxes payable            16               35
                                                     
     Total current liabilities 1,357            1,192
Long-term debt                   177              250
Professional liability and
  other obligations              141              149
                                                     
     Total liabilities         1,675            1,591
                                                     
Contingencies
Common stockholders' equity:
  Common stock, $.16 2/3 par; 
   authorized 300,000,000 
   shares; issued and outstand-
   ing 162,433,676 shares - 
   June 30, 1996 and 162,099,403 
   shares - December 31, 1995     27               27
  Other                        1,207            1,260
                                                     
     Total common stock-
      holders' equity          1,234            1,287
                                                     
      Total liabilities and 
       common stockholders' 
       equity                $ 2,909          $ 2,878
                                                     
                                                     



</TABLE>
                See accompanying notes.

                      HUMANA INC.
    Condensed Consolidated Statement of Cash Flows
    For the six months ended June 30, 1996 and 1995
                       Unaudited
                 (Dollars in millions)
<TABLE>
<S>                                      <C>     <C>
                                         1996    1995
                                                     
Cash flows from operating activities:

  Net income (loss)                     $ (42)  $   98 
  Adjustments to reconcile net 
   income (loss) to net cash 
   provided by operating activities:
     Asset write-downs                     70 
     Depreciation and amortization         49       30 
     Deferred income taxes                (35)      (1)
     Changes in operating assets and 
      liabilities                         156       71 
     Other                                (12)      (1)
                                                       
      Net cash provided by operating
       activities                         186      197 
                                                       

Cash flows from investing activities: 

  Purchases and dispositions of property 
   and equipment, net                     (43)     (25)
  Acquisition of health plan assets        (3)      (3)
  Purchases, sales and maturities 
   of marketable securities, net          (41)       2 
  Other                                   (11)
                                                      
      Net cash used for investing 
       activities                         (98)     (26)
                                                      

Cash flows from financing activities:

  Change in commercial paper              173 
  Repayment of credit revolver           (250)
  Other                                     1        4 
                                                      
      Net cash provided by (used for)
       financing activities               (76)       4 
                                                      

Increase in cash and cash equivalents      12      175 
Cash and cash equivalent at beginning
 of period                                182      272 
                                                      
Cash and cash equivalents at 
 end of period                          $ 194    $ 447 
                                                      
                                                      
Interest payments, net                  $   7    $   2 
Income tax payments, net                $  28    $  52 


</TABLE>

                See accompanying notes.

                      HUMANA INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       Unaudited


(A) Basis of Presentation

The accompanying condensed consolidated financial statements are
presented in accordance with the requirements of Form 10-Q and
consequently do not include all of the disclosures normally
required by generally accepted accounting principles or those
normally made in an annual report on Form 10-K.  Accordingly,
for further information, the reader of this Form 10-Q may wish
to refer to the Form 10-K of Humana Inc. (the "Company") for the
year ended December 31, 1995.

The preparation of the Company's condensed consolidated
financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the (a) reported amounts of assets and
liabilities, (b) disclosure of contingent assets and liabilities
at the date of the financial statements and (c) reported amounts
of revenues and expenditures during the reporting period. 
Actual results could differ from those estimates.

The financial information has been prepared in accordance with
the Company's customary accounting practices and has not been
audited.  In the opinion of management, the information
presented reflects all adjustments necessary for a fair
statement of interim results.  All such adjustments, with the
exception of the special charges described below, are of a
normal and recurring nature.  

(B) Special Charges

During the second quarter of 1996, the Company recognized
special charges of $200 million pretax ($130 million after tax
or $.80 per share).  The special charges include provisions for
expected future losses on insurance contracts ($105 million) as
well as an estimate of  the costs to be incurred in
restructuring the Washington, D.C. health plan and closing or
discontinuing product lines in 16 market areas ($70 million).  
The special charges also include the write-off of miscellaneous
assets, a litigation settlement and other costs ($25 million).
The provision for expected future losses on insurance contracts
relates primarily to the Washington, D.C. health plan and markets
generally characterized as service area expansion markets.

The special charges include $70 million of asset write-downs,
related to long-lived assets, primarily associated with the
Company's Washington, D.C. health plan.  In accordance with
Financial Accounting Standards Board Statement No. 121
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", the Company
conducted a review of the carrying value of its Washington, D.C. 

                      HUMANA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
                       Unaudited


(B) Special Charges, continued

health plan assets.  This review was initiated because the
health plan was experiencing significant operating losses.  A
forecast of expected undiscounted future cash flows was prepared
to determine whether an impairment existed and fair values were
used to measure the amount of the impairment.  As a result of
the review, the Washington, D.C. health plan assets were written
down to their estimated fair value.

The special charge provision for expected future losses on
insurance contracts ($105 million) has been included in medical
costs in the accompanying condensed consolidated statement of
operations; asset write-downs, restructuring, market closing and product
discontinuance costs have been included in asset write-downs and
other unusual charges ($81 million) and litigation and certain other
costs have been included in selling, general and administrative expenses
($14 million). 

(C)  Long-Term Debt

During April 1996, the Company implemented a commercial paper
program and began issuing debt securities therewith.  At June
30, 1996, borrowings under the commercial paper program totaled
$173 million.  The average interest rate since the inception of
the commercial paper program through June 30, 1996, was 5.5
percent.   The commercial paper program is backed by the
Company's existing $600 million revolving line of credit. 
Borrowings under the commercial paper program have been
classified as long-term debt based on management's ability and
intent to refinance borrowings on a long-term basis through the
continued use of the commercial paper program backed by the
revolving credit agreement.

(D) Contingencies

The Company's Medicare risk contracts with the federal
government are renewed for a one-year term each December 31
unless terminated 90 days prior thereto.  Current legislative
proposals are being considered which include modification of
future reimbursement rates under the Medicare program and
proposals which encourage the use of managed health care for
Medicare beneficiaries.  Management is unable to predict the
outcome of these proposals or the impact they may have on the
Company's financial position, results of operations or cash
flows.  The loss of these contracts or significant changes in
the Medicare risk program as a result of legislative action,
including reductions in payments or increases in benefits
without corresponding increases in payments, would have a 
                      HUMANA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
                       Unaudited

(D) Contingencies, continued

material adverse affect on the revenues, profitability and
business prospects of the Company.  On July 23, 1996, the Health
Care Financing Administration's Office of the Actuary announced
the projected national average rate of increase for 1997 under
these contracts to be 7.2 percent.  The final rate of increase
is expected to be announced in September 1996.  When the final
rate increase is determined, geographic and other  adjustments
could significantly affect the Company's actual 1997 increase. 
Over the last five years, annual increases realized by the
Company have ranged from as low as 3 percent in January 1994 to
as high as 12 percent in January 1993, with an average of
approximately 7 percent.

The Company began providing managed health care services on July
1, 1996 pursuant to a potential five-year $3.8 billion contract
(a one-year contract renewable annually for up to four
additional years at approximately $750 million per year) with
the United States Department of Defense under the 


Civilian Health and Medical Program of the Uniformed Services
("CHAMPUS").  The use of managed health care under CHAMPUS is a
new program and this is the Company's first endeavor operating
under the United States Department of Defense guidelines.
Management is unable to determine the Company's degree of
success in managing the implementation and delivery of services
under the CHAMPUS contract, and what effect, if any, this
contract may have on the Company's results of operations,
financial position or cash flows.

Resolution of various loss contingencies, including litigation
pending against the Company in the ordinary course of business,
is not expected to have a material adverse effect on the
Company's results of operations, financial position or cash
flows.
















Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
          CONDITION AND RESULTS OF OPERATIONS


This discussion and analysis contains both historical and
forward looking information.  The forward looking statements 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 herein, and in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.  There
can be no assurance that the Company can duplicate its past
performance or that expected future results will be achieved.

Introduction
            

The Company offers managed health care products which integrate
management with the delivery of health care services through a
network of providers, who in their delivery of quality medical
services, may share financial risk or have incentives to deliver
cost-effective medical services.  These products are marketed
primarily through health maintenance organizations ("HMOs") and
preferred provider organizations ("PPOs") that encourage or
require the use of contracting providers.  HMOs and PPOs control
health care costs by various means including the use of
utilization controls such as pre-admission approval for hospital
inpatient services and pre-authorization of outpatient surgical
procedures.

The Company's HMO and PPO products are marketed primarily to
employer and other groups ("Commercial") as well as Medicare and
Medicaid-eligible individuals.  The products marketed to
Medicare-eligible individuals are either HMO products that
provide managed care services which include all Medicare
benefits and, in certain circumstances, additional managed care
services that are not included in Medicare benefits ("Medicare
risk") or indemnity insurance policies that supplement Medicare
benefits ("Medicare supplement"). 

On July 1, 1996, the Company began providing managed health care
services to military dependents under a potential five-year $3.8
billion contract (a one-year contract renewable annually for up
to four additional years at approximately $750 million per year)
with the United States Department of Defense under the Civilian
Health and Medical Program of the Uniformed Services
("CHAMPUS").

Special Charges
               

During the second quarter of 1996, the Company recognized
special charges of $200 million pretax ($130 million after tax
or $.80 per share).  The special charges include provisions for
expected future losses on insurance contracts ($105 million) as
well as an estimate of  the costs to be incurred in 
restructuring the Washington, D.C. health plan and closing or
discontinuing product lines in 16 market areas ($70 million).  
The special charges also include the write-off of miscellaneous
assets, a litigation settlement and other costs ($25 million).
The provision for expected future losses on insurance contracts
relates primarily to the Washington, D.C. health plan and markets
generally characterized as service area expansion markets.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

The special charge provision for expected future losses on
insurance contracts ($105 million) has been included in medical
costs in the accompanying condensed consolidated statement of
operations; asset write-downs, restructuring, market closing and
product discontinuance costs have been included in asset write-
downs and other unusual charges ($81 million) and litigation and
certain other costs have been included in selling, general and
administrative expenses ($14 million). 

The following discussions comparing the quarter ended June 30,
1996 to June 30, 1995, and the six months ended June 30, 1996,
to the corresponding six-month period ended June 30, 1995,
exclude the special charges described above.  The quarter ended
June 30, 1996, includes the beneficial effect of these charges,
which approximated $.04 per share.  The beneficial effect
consists primarily of charges against reserves for losses on
insurance contracts and amounts related to depreciation and
amortization on asset write-downs.

Results of Operations
                     

Quarters Ended June 30, 1996 and 1995

The Company's premium revenues increased 50.7 percent to $1.6
billion for the quarter ended June 30, 1996, compared to $1.0
billion for the same period in 1995.  This increase was due
primarily to the fourth quarter of 1995 acquisition of EMPHESYS
Financial Group, Inc. ("EMPHESYS").  EMPHESYS' premium revenues
for the quarter ended June 30, 1996 totaled approximately $427
million.  In addition to the acquisition of EMPHESYS, premium
revenues increased as a result of the beneficial effect on 1996
of fiscal 1995 membership growth partially offset by the first
quarter of 1996 Commercial membership declines.  Commercial
product same-store membership increased to 1,792,800 from
1,719,300 for the period between June 30, 1995 and June 30,
1996, while Medicare risk membership increased to 332,900 from
296,600 during the same period.  The Medicare risk premium rate
increased approximately 8.0 percent but was partially offset by
Commercial premium rate reductions of 1.0 percent. The weighted
average Medicare risk premium rate increase for calendar year
1996 is expected to approximate 8 percent.  Management antici-
pates that the 1996 weighted average Commercial premium rates
for calendar year 1996 will range from a decline of 1 percent to 
flat with 1995.

Membership in the Company's Commercial products decreased 1,000
during the second quarter ended June 30, 1996 compared to an
increase of 54,700 for the same period in 1995.  The decrease is
primarily the result of the Company's plan to price its products
based on anticipated medical cost trends.  Medicare risk members
increased by 10,600 during the second quarter compared to 4,100 for
the same period in 1995.  The Medicare risk membership growth is
primarily the result of sales in new Medicare markets.  As a
result of management's decisions to exit 13 market areas
(comprising 121,700 members) and discontinue certain products in
3 other markets (comprising 19,500 members), Commercial
membership is expected to decrease during the remainder of 1996.
Medicare risk membership gains are expected to  approximate 14
to 15 percent for all of 1996.

The Company anticipates that during the remainder of 1996, its
CHAMPUS contract will result in additional premium revenues of
approximately $340 million.

The medical loss ratio for the quarter ended June 30, 1996 was
82.9 percent (excluding the effect of the special charges)
compared to 82.1 percent for the same period in 1995. The
increase was concentrated in the Company's Commercial product
and was the result of declining premium rates combined with
increasing outpatient hospital, physician and pharmacy services
costs.  Although the Company is continuing its efforts to
control medical costs, given the competitive pricing environment
and lack of improving medical cost trends, the Company's medical
loss ratio is not expected to improve during the remainder of
1996. 

The administrative cost ratio was 15.2 percent and 13.4 percent
for the quarters ended June 30, 1996 and 1995, respectively. 
The increase was due to higher administrative costs associated
with EMPHESYS' small group business.  In addition, costs
associated with the integration of EMPHESYS, the reengineering
of the Medicare risk product offering and claim center
expenditures designed to improve customer service also
contributed to the higher administrative cost ratio.  Management
anticipates that the administrative cost ratio will be flat to
down for the remainder of 1996 when compared to the second
quarter of 1996.

Interest income totaled $25 million and $19 million for the
quarters ended June 30, 1996 and 1995, respectively.  The
increase is primarily attributable to increased levels of cash,
cash equivalents and marketable securities and the addition of
EMPHESYS' portfolio.  The tax equivalent yield on invested 

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
     CONDITION AND RESULTS OF OPERATIONS, continued


assets approximated 8 percent for each of the quarters ended
June 30, 1996 and 1995.

Excluding the special charges, the Company's income before
income taxes totaled $54 million for the quarter ended June 30,
1996, compared to $68 million for the quarter ended June 30,
1995.  Also excluding the special charges, net income was $35
million or $.22 per share and $45 million or $.28 per share for
each of the quarters ended June 30, 1996 and 1995, respectively.

Six Months Ended June 30, 1996 and 1995

The Company's premium revenues increased 51.4 percent to $3.1
billion for the six months ended June 30, 1996, compared to $2.1
billion for the same period in 1995.  This increase was due
primarily to the fourth quarter of 1995 acquisition of EMPHESYS. 
EMPHESYS' premium revenues for the six months ended June 30,
1996 totaled approximately $850 million.  In addition to the
acquisition of EMPHESYS, premium revenues increased as a result
of the beneficial effect on 1996 of fiscal 1995 membership
growth partially offset by the first quarter of 1996 Commercial
membership declines. The Medicare risk premium rate increased
approximately 8.0 percent but was partially offset by Commercial
premium rate reductions of 1.4 percent. 

Membership in the Company's Commercial products decreased 22,000
during the six months ended June 30, 1996 compared to an
increase of 191,000 for the same period in 1995.  The decrease
is primarily the result of the loss of  approximately 50,000
members in the first quarter of 1996 related to one customer
group as well as the Company's plan to price its products based
on anticipated medical cost trends.  Medicare risk members
increased by 22,500 during the six months ended June 30, 1996,
compared to 9,200 for the same period in 1995.  

The medical loss ratio for the six months ended June 30, 1996
was 82.3 percent (excluding the effect of the special charges)
compared to 81.3 percent for the same period in 1995. The
increase was concentrated in the Company's Commercial product
and was the result of declining premium rates combined with
increasing outpatient hospital, physician and pharmacy services
costs. 

The administrative cost ratio was 15.0 percent and 13.5 percent
for the six months ended June 30, 1996 and 1995, respectively. 
The increase was due to higher administrative costs associated
with EMPHESYS' small group business.  In addition, costs
associated with the integration of EMPHESYS, reengineering of
the Medicare risk product offering and claim center expenditures
designed to improve customer service also contributed to the
higher administrative cost ratio.  

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
     CONDITION AND RESULTS OF OPERATIONS, continued


Interest income totaled $50 million and $38 million for the six
months ended June 30, 1996 and 1995, respectively.  The increase
is primarily attributable to increased levels of cash, cash
equivalents and marketable securities and the addition of
EMPHESYS' portfolio.  The tax equivalent yield on invested
assets approximated 8 percent for each of the six months ended
June 30, 1996 and 1995.

Excluding the special charges, the Company's income before
income taxes totaled $135 million for the six months ended June
30, 1996, compared to $148 million for the six months ended June
30, 1995.  Also excluding the special charges, net income was
$88 million or $.54 per share and $98 million or $.60 per share
for each of the six months ended June 30, 1996 and 1995,
respectively.
 
Liquidity
         

Cash provided by the Company's operations totaled $186 million
and $197 million for the six months ended June 30, 1996 and
1995, respectively.  The receipt of Medicare risk premiums
increased cash provided by operations by $127 million for the
six months ended June 30, 1995.  Excluding the effect of the
timing of Medicare risk premiums, cash provided by operations
was $186 million and $70 million for the six months ended June
30, 1996 and 1995, respectively.  

During April 1996, the Company implemented and began issuing
debt under its commercial paper program.  In conjunction with
the implementation, the Company repaid all amounts outstanding 
($230 million at March 31, 1996) under the revolving credit
agreement.  At June 30, 1996, the Company had borrowed $173
million under the commercial paper program.  The reduction in
total debt outstanding for the six months ended June 30, 1996,
was funded using cash generated from operations.

The Company's subsidiaries operate in states which require
certain levels of equity and regulate the payment of dividends
to the parent company.  As a result, the Company's ability to
use operating subsidiaries' cash flows is restricted to the
extent that the subsidiaries' ability to pay dividends to their
parent company requires regulatory approval.  

Management believes that existing working capital, future
operating cash flows, and the availability of the Company's
commercial paper program and revolving credit agreement are
sufficient to meet future liquidity needs, allow the Company to
pursue acquisition and expansion opportunities and fund capital
requirements.


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
     CONDITION AND RESULTS OF OPERATIONS, continued


Capital Resources
                 

The Company's ongoing capital expenditures relate primarily to
the addition or expansion of medical care facilities used by
either employed or affiliated physicians as well as
administrative facilities and related computer information
systems necessary for activities such as claims processing,
billing and collections, medical utilization review and customer
service.

Excluding acquisitions, planned capital spending in 1996 will
approximate $65 million to $70 million compared to $54 million
in 1995.  Capital spending generally relates to the expansion
and improvement of medical care facilities and related computer
information systems.

            





Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
     CONDITION AND RESULTS OF OPERATIONS, continued
Humana Inc.


<TABLE>



<S>                               <C>         <C>
                                       1996        1995
                                                       

Commercial members enrolled at:                          
   March 31                       2,862,900   1,664,600
   June 30                        2,861,900   1,719,300
   September 30                               1,780,200
   December 31                                2,883,900


Medicare risk members 
 enrolled at:
   March 31                         322,300     292,500
   June 30                          332,900     296,600
   September 30                                 304,300
   December 31                                  310,400


Medicare supplement members 
 enrolled at:
   March 31                         109,600     126,100
   June 30                          106,000     121,900
   September 30                                 119,100
   December 31                                  115,000


Administrative services members 
  enrolled at:
   March 31                         444,700     228,400
   June 30                          447,900     264,400
   September 30                                 262,800
   December 31                                  495,100


Total members enrolled at:
   March 31                       3,739,500   2,311,600
   June 30                        3,748,700   2,402,200
   September 30                               2,466,400
   December 31                                3,804,400
</TABLE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
     CONDITION AND RESULTS OF OPERATIONS, continued


                      HUMANA INC.
SUPPLEMENTAL CONSOLIDATED STATEMENT OF QUARTERLY INCOME (Unaudited)
     (Dollars in millions except per share results)
<TABLE>

<S>                             <C>      <C>       <C>
                                         1996
                                                          
                                First    Second    Total 
                                                      

Revenues:
  Premiums:
   Commercial                $ 1,082   $ 1,088  $ 2,170
   Medicare risk                 454       466      920
   Medicare supplement            24        24       48
                                                        
    Total premiums             1,560     1,578    3,138
  Interest                        25        25       50
  Other income                     3         2        5
                                                        
   Total revenues              1,588     1,605    3,193
                                                       
 
Operating expenses:
  Medical costs                1,274     1,308    2,582
  Selling, general and 
   administrative                203       216      419        
  Depreciation and amorti-
   zation                         25        24       49
                                                       
   Total operating expenses    1,502     1,548    3,050
                                                       
Income from operations            86        57      143
  Interest expense                 5         3        8 
                                                       
Income before income taxes        81        54      135
  Provision for income taxes      28        19       47
                                                       
Net income                   $    53   $    35  $    88
                                                       
                                                       
Earnings per common share    $   .32   $   .22  $   .54 
                                                       
                                                       
Medical loss ratio              81.7%     82.9%    82.3% 
                                                       
                                                         
Administrative cost ratio       14.7%     15.2%    15.0% 
                                                                      
                                                         
</TABLE> 

Note:   Second quarter and year-to-date results exclude the special
        charges related primarily to the restructuring of the
        Company's Washington, D.C. health plan, provision for
        expected losses on insurance contracts, closing 13 service
        areas, discontinuing unprofitable products in three
        markets, and a provision for a litigation settlement.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
     CONDITION AND RESULTS OF OPERATIONS, continued

                      HUMANA INC.
SUPPLEMENTAL CONSOLIDATED STATEMENT OF QUARTERLY INCOME
                      (Unaudited)
     (Dollars in millions except per share results)

<TABLE>
                                                1995
                                                             
<S>                  <C>    <C>            <C>              <C>      <C>
                     First  Second           Third           Fourth    Total
                                                                            
Revenues:
  Premiums:
   Commercial       $  614  $  633         $   652          $ 1,035  $ 2,934
   Medicare risk       384     389             395              401    1,569
   Medicare supplement  27      26              25               24      102
                                                                            
     Total premiums  1,025   1,048           1,072            1,460    4,605
  Interest              19      19              20               29       87
  Other income           4       3               2                1       10
                                                                            
   Total revenues    1,048   1,070           1,094            1,490    4,702
                                                                             
Operating expenses:
  Medical costs        826     860             885            1,191    3,762 
  Selling, general and 
   administrative      125     125             126              195      571 
  Depreciation and
   amortization         15      15              16               24       70 
                                                                           
   Total operating
    expenses           966   1,000           1,027            1,410    4,403
                                                                             
Income from operations  82      70              67               80      299 
  Interest expense       2       2               2                5       11 
                                                                   
Income before income 
 taxes                  80      68              65               75      288 
  Provision for income
   taxes                27      23              22               26       98 
                                                                   
Net income          $   53  $   45         $    43          $    49  $   190 
                                                                   
                                                                            
Earnings per common
 share              $  .32  $  .28         $   .27          $   .30  $  1.17 
                                                                   
                                                                   
Medical loss ratio    80.6%   82.1%           82.6%            81.5%    81.7%
                                                                   
                                                                   
Administrative cost
 ratio                13.7%   13.4%           13.3%            14.9%    13.9% 
                                                                       
                                                                       

</TABLE>

Part II:  Other Information

Item 1: Legal Proceedings
        
        On May 16, 1996, preliminary approval was given to the
        settlement of a class action lawsuit filed on September
        11, 1995, against Humana Insurance Company, styled Del
        Bruns v. Humana Insurance Company (the "Bruns" case). 
        The settlement is expected to resolve all similar
        claims involving Humana Insurance Company's parent,
        subsidiaries, affiliates and predecessors.

        The settlement agreement requires Humana Insurance
        Company to contribute $7,525,000 to a class settlement
        fund, from which class members who submit timely claims
        can receive up to two times the difference between co-
        insurance payments calculated using discounted and non-
        discounted hospital charges.  The settlement excludes
        residents of Florida and Nevada, whose claims already
        have been addressed in other proceedings.  The court is
        scheduled to consider final approval of the settlement
        in September 1996.  The accrual for this settlement is
        included in the special charges described in Note B of
        the Notes to the Condensed Consolidated Financial Statements.


Items 2 - 5:
        
        None

Item  6:    Exhibits and Reports on Form 8-K

               (a) Exhibits

                   Exhibit 12 - Statement re: Computation of Ratio of
                   Earnings to Fixed Charges

                   Exhibit 27 - Financial Data Schedule
                   
               (b) On June 7, 1996, the Company filed a report on
                   Form 8-K regarding the anticipated decline in 1996
                   second quarter results.

                   On July 10, 1996, the Company filed a report on
                   Form 8-K regarding the retirement of the 
                   Company's president and chief operating officer,
                   Wayne T. Smith and the appointment of Gregory H.
                   Wolf as chief operating officer.

                   On July 29, 1996, the Company filed a report on
                   Form 8-K regarding a management reorganization,
                   including the resignation of the Company's chief
                   financial officer, W. Roger Drury.



                      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 thereunto duly authorized.

                                    HUMANA INC.





          Date:    August 14, 1996       /s/ James E. Murray
                                                              
                                         James E. Murray
                                         Vice President -
                                           Finance
                                         (Principal Accounting
                                           Officer)


          Date:    August 14, 1996       /s/ Arthur P. Hipwell
                                                              
                                         Arthur P. Hipwell
                                         Senior Vice President
                                          and General Counsel


                                           Exhibit 12

                     HUMANA INC.
          RATIO OF EARNINGS TO FIXED CHARGES
For the quarters and six months ended June 30, 1996 and 1995

<TABLE>
<S>                           <C>     <C>          <C>        <C>
                              Quarter Ended        Six Months Ended
                                 June 30,              June 30,    
                                                        

                              1996     1995         1996      1995
Earnings:
Income (loss) before
       income taxes          $(146)   $  68       $ (65)    $  148
       Fixed charges             5        3          11          7
                                                                     
                            $ (141)   $  71       $ (54)    $  155
                                                                              
                                                                      
Fixed charges:
       Interest charged to
       expense              $    3    $   2       $   8     $    4
       One-third of rent
       expense                   2        1           3          3
                                                                        
                            $    5    $   3       $  11     $    7
                                                                        
                                                                        
                                                        
Ratio of earnings to fixed
  charges                       (a)    21.5          (a)      23.5


</TABLE>
For the purpose of determining earnings in the calculation of the ratio
of earnings to fixed charges (the "Ratio"), earnings have been increased
by the provision for income taxes and fixed charges.  Fixed charges consist
of interest expense on borrowings and one-third (the proportion deemed
representative of the interest portion) of rent expense.

(a)   Exclusive of the special charges of $200 million before income taxes,
      the ratio of earnings to fixed charges for the quarter and six months
      ended June 30, 1996, would have been 12.3 and 13.2, respectively.



<TABLE> <S> <C>
                                                               
<ARTICLE>   5
<LEGEND>


          THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
                 EXTRACTED FROM HUMANA INC.'S FORM 10-Q
             FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS
   QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENT




       
<S>                                                     <C>  
<PERIOD-TYPE>                                             6-MOS
<FISCAL-YEAR-END>                                   DEC-31-1996 
<PERIOD-START>                                      JAN-01-1996 
<PERIOD-END>                                        JUN-30-1996 
<CASH>                                                      194 
<SECURITIES>                                              1,209 
<RECEIVABLES>                                               177 
<ALLOWANCES>                                                 36 
<INVENTORY>                                                   0 
<CURRENT-ASSETS>                                          1,717 
<PP&E>                                                      658 
<DEPRECIATION>                                              280 
<TOTAL-ASSETS>                                            2,909 
<CURRENT-LIABILITIES>                                     1,357 
<BONDS>                                                     177 
<COMMON>                                                     27 
                                         0 
                                                   0 
<OTHER-SE>                                                1,207 
<TOTAL-LIABILITY-AND-EQUITY>                              2,909 
<SALES>                                                   3,138 
<TOTAL-REVENUES>                                          3,193 
<CGS>                                                     2,689 
<TOTAL-COSTS>                                             3,250 
<OTHER-EXPENSES>                                              0 
<LOSS-PROVISION>                                              0 
<INTEREST-EXPENSE>                                            8 
<INCOME-PRETAX>                                             (65) 
<INCOME-TAX>                                                (23) 
<INCOME-CONTINUING>                                         (42)
<DISCONTINUED>                                                0 
<EXTRAORDINARY>                                               0 
<CHANGES>                                                     0 
<NET-INCOME>                                                (42)
<EPS-PRIMARY>                                              (.26)
<EPS-DILUTED>                                              (.26)
        














</TABLE>


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