As filed with the Securities and Exchange Commission on September 9, 1999

                                         Registration No. _______


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                      ____________________

                            FORM S-8
                     REGISTRATION STATEMENT
                             Under
                   THE SECURITIES ACT OF 1933

                      ____________________

                          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)
                     _____________________

   HUMANA INC. NON-QUALIFIED STOCK OPTION PLAN FOR EMPLOYEES
                    (Full title of the plan)
                     _____________________



                              Arthur P. Hipwell
                 Senior Vice President and General Counsel
                                Humana Inc.
                          500 West Main Street
                      Louisville, Kentucky 40202
                             (502) 580-1000
                   (Name, address and telephone number,
                 including area code, of agent for service)


                    _______________________





CALCULATION OF REGISTRATION FEE

                           Proposed       Proposed     Amount
Title of       Amount to   maximum        maximum      of
securities     be          offering       aggregate    registration
to be          Registered  price          offering     fee
registered      (1)        per share (2)  price        (2)

Common Stock,  1,400,000   $9.4688        $13,256,320  $3,686
par value
$0.16-2/3 per
share

(1)  Plus an indeterminable number of additional shares as may
     become issuable as a result of any antidilution provisions of the
     Plan.  The shares represent the number of shares of the
     Registrant's Common Stock, including associated Preferred Stock
     Purchase Rights, which may be issued upon the exercise of
     options.
(2)  Estimated solely for the purpose of determining the
     registration fee.  Calculated in accordance with Rule 457(h)
     under the Securities Act of 1933 and based on the average of
     the high and low prices of the Common Stock as reported in
     the New York Stock Exchange Composite Tape on September 2,
     1999.


Exhibit Index on page II-8.

                            PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

          The following documents filed by Humana Inc. (the
"Company" or the "Registrant") with the Commission (File No. 1-
5975) are incorporated herein by reference and made a part
hereof:

          (a)  The Registrant's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1998;

          (b)  The Registrant's Quarterly Reports on Form 10-Q for the
               quarters ended March 31, 1999 and June 30, 1999; and

          (c)  The Registrant's Current Reports of Form 8-K dated April 8,
               1999 and August 3, 1999.

          (d)  The description of the Registrant's Common Stock,
               par value $0.16-2/3 per share (the "Common
               Stock"), contained in the Registrant's
               Registration Statement on Form 8-A, as such
               description may be amended or updated.

          All documents filed by the Company pursuant to Sections
13, 14 and 15(d) of the Securities Exchange Act of 1934
("Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all of the
securities offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

Item 4.   Description of Securities.

          The Company's authorized capital stock consists of (i)
300,000,000 shares of Common Stock, of which 167,530,960 shares
were issued and outstanding as of September 1, 1999; (ii)
10,000,000 shares of Preferred Stock, par value $1.00 per share,
of which none were issued or outstanding as of September 1, 1999.

Item 5.   Interest of Named Experts and Counsel.

          The validity of the issuance of the shares of Common
Stock being offered by the Registration Statement will be passed
upon for the Registrant by Kathleen Pellegrino, Vice President
and Associate General Counsel of the Registrant.  As of September
1, 1999, Ms. Pellegrino owned 8,450 shares of Common Stock,
has 2,940 shares of Common Stock in the Humana Retirement and
Savings Plan, and also has stock options to purchase 92,971
shares of Common Stock of the Registrant.

                            II-1

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law
(the "DGCL") permits a Delaware corporation to indemnify any
person who was or is, or is threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason
of the fact that such person is or was a director, officer,
employee or agent of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise.  The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to any
criminal action or proceeding, such person had no reasonable
cause to believe the conduct was unlawful.  A Delaware
corporation may indemnify such persons in actions brought by or
in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification
is permitted in respect of any claim, issue or matter as to which
such person has been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of
Delaware, or the court in which such action or suit is brought,
determines upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the Court of Chancery
or other such court deems proper.  To the extent such person has
been successful on the merits or otherwise in defense of any
action referred to above, or in defense of any claim, issue or
matter therein, the corporation must indemnify such person
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Corporations, under certain circumstances, may pay expenses
incurred by an officer or director in advance of the final
disposition of an action for which indemnification may be
permitted or required.  The indemnification and advancement of
expenses provided for or granted pursuant to Section 145 of the
DGCL are not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested
directors or otherwise.  Section 145 further provides that a
corporation may maintain insurance against liabilities for which
indemnification is not expressly provided by statute.

          Article X of the Company's By-Laws essentially provides
for indemnification of directors, officers, employees and agents
of the Company to the fullest extent authorized under the DGCL.

          The Tenth Article of the Company's Restated Certificate
of Incorporation provides that a director of the Company shall
not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit.

          The Company has in effect officers and directors
liability insurance policies with various insurance companies.
The policies provide indemnity to the directors and officers of
the Company for loss arising from claims concerning a covered
wrongful act where there is no corporate indemnification. The
insurance will also reimburse the Company for indemnification it
may be required by statute or the Company's By-laws to make to
any of its directors and officers in connection with a claim by
reason of a wrongful act.  The policies cover negligent acts,
errors, omissions, or breach of duty by a director or officer.
The principal exclusions from coverage include the following:
(i) claims involving violations of Section 16(b) of the Exchange
Act; (ii) dishonest acts; and (iii) libel, slander or non-
monetary damages.  The policies generally provide for a $500,000
deductible self-insurance retention by the Company.  The limit of
liability under the policies is $70,000,000 in the aggregate for
coverage in excess of deductibles and participations.

                           II-2

          The Company has entered into Indemnity Agreements (the
"Agreements") with its directors and officers ("Indemnitees"),
whereby the Company will indemnify such parties and advance
expenses to the fullest extent permitted by the DGCL.

          An Indemnitee will not be entitled to indemnification
or advancement of expenses under the Agreements with respect to
any proceeding or claim brought or made by the Indemnitee against
the Company.  If the Indemnitee is not entitled to
indemnification of all expenses, he or she may still be
indemnified for a portion of the expenses.  The determination of
entitlement to indemnification under the Agreements will be made
by a majority of a quorum of disinterested directors, independent
counsel or by the stockholders of the Company.  In the event of a
change in control of the Company (as defined in the Agreements),
the determination of entitlement will be made, if the Indemnitee
so elects, by an independent counsel selected by the Indemnitee,
and the Company will have the burden of proof to overcome a
presumption that the Indemnitee is entitled to indemnification.

          The Agreements further provide that to the extent the
Company maintains a liability insurance policy for directors,
officers, employees, agents or fiduciaries, the Indemnitee will
be covered by such policy in accordance with its terms to the
maximum extent of the coverage available for any such officer,
director, employee, agent or fiduciary under the policy.  The
Agreements will terminate upon the later of:  (a) 10 years after
the date the Indemnitee ceases to serve; or (b) the final
termination of all pending proceedings covered thereunder.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

          The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or
                    sales are being made, a post-effective
                    amendment to this Registration Statement:

                    (i)  To include any prospectus required by
                         Section 10(a)(3) of the Securities Act
                         of 1933 ("Securities Act");

                    (ii) To reflect in the prospectus any facts
                         or events arising after the effective
                         date of this Registration Statement (or
                         the most recent post-effective amendment
                         hereof) which, individually or in the
                         aggregate, represent a fundamental
                         change in the information set forth in
                         this Registration Statement;

                   (iii) To include any material information
                         with respect to the plan of distribution
                         not previously disclosed in this
                         Registration Statement or any material
                         change to such information in this
                         Registration Statement;

                                   II-3

               provided, however, that paragraphs (a)(1)(i) and
               (a)(1)(ii) shall not apply if the information
               required to be included in a post-effective
               amendment by those paragraphs is contained in
               periodic reports filed by the Registrant pursuant
               to Section 13 or Section 15(d) of the Exchange Act
               that are incorporated by reference in this
               registration statement.

               (2)  That, for the purpose of determining any
                    liability under the Securities Act, each such
                    post-effective amendment shall be deemed to
                    be a new registration statement relating to
                    the securities offered therein, and the
                    offering of such securities at that time
                    shall be deemed to be the initial bona fide
                    offering thereof.

               (3)  To remove from registration by means of a
                    post-effective amendment any of the
                    securities being registered which remain
                    unsold at the termination of the offering.

          (b)  That for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the DGCL,
the Amended and Restated Certificate of Incorporation, the By-
Laws of the Registrant and the Agreements or otherwise, the
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

                             II-4

                           SIGNATURES

The Registrant.

     Pursuant to the requirements of the Securities Act of 1933
("Securities Act"), the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Louisville, Commonwealth of Kentucky, on the 9th day of
September, 1999.

                              HUMANA INC.
                              NON-QUALIFIED STOCK OPTION PLAN
                              FOR EMPLOYEES


                              By:   /s/ Arthur P. Hipwell
                                    Arthur P. Hipwell
                                    Senior Vice President and
                                    General Counsel



                             II-5




                       POWER OF ATTORNEY


     Pursuant to the requirements of the Securities Act, this
Registration Statement and Power of Attorney have been signed
below by the following persons in the capacities and on the dates
indicated.

     Each person whose signature appears below constitutes and
appoints David A. Jones and Arthur P. Hipwell, and each of them,
his or her true and lawful attorneys-in-fact and agents, with
full power of substitution to execute in his or her name and on
his or her behalf, and to file any amendments (including, without
limitation, post-effective amendments) to this Registration
Statement necessary or advisable in the opinion of any of them to
enable the Company to comply with the Securities Act, and any
rules, regulations and requirements of the Commission thereunder,
in connection with the registration of the additional securities
which are under the subject of this Registration Statement.



BY:                         /s/ David A. Jones
                         David A. Jones
                         Chairman of the Board,
                         Interim Chief Executive Officer
                         (Principal Executive Officer) and
Director
DATE:                         September 9, 1999


BY:                         /s/ James E. Murray
                         James E. Murray
                         Sr. Vice President & Chief Financial
Officer
                         (Principal Financial & Accounting
Officer)
DATE:                         September 9, 1999


BY:                         /s/ K. Frank Austen, M.D.
                         K. Frank Austen, M.D.
                         Director
DATE:                         September 9, 1999


BY:                         /s/ Michael E. Gellert
                         Michael E. Gellert
                         Director
DATE:                         September 9, 1999


BY:                         /s/ John R. Hall
                         John R. Hall
                         Director
DATE:                         September 9, 1999

                                 II-6


BY:                         /s/ David A. Jones, Jr.
                         David A. Jones, Jr.
                         Vice-Chairman
DATE:                         September 9, 1999


BY:                         /s/ Irwin Lerner
                         Irwin Lerner
                         Director
DATE:                         September 9, 1999


BY:                         /s/ W. Ann Reynolds, Ph.D.
                         W. Ann Reynolds, Ph.D.
                         Director
DATE:                         September 9, 1999


                                 II-7

Exhibit Index.


4.1   Restated Certificate of Incorporation filed with the
      Secretary of State of Delaware on November 9, 1989 as
      restated to incorporate the amendment of January 9, 1992,
      and the correction of March 23, 1992.  Exhibit 4(i) to the
      Company's Post-Effective Amendment No. 1 to the Company's
      Registration Statement on Form S-8 (Reg. No. 33-49305)
      filed February 2, 1994 is incorporated by reference herein.

4.2   By-Laws as amended.  Exhibit 3(b) to the Company's Annual
      Report for the year ended December 31, 1997, is
      incorporated by reference herein.

4.3   Form of Amended and Restated Rights Agreement, dated
      February 14, 1996, between Humana Inc. and Mid-America Bank
      of Louisville and Trust Company.  Exhibit 1.3 to the
      Registration Statement (File No. 1-5975) on Form 8-A/A
      dated February 14, 1996 is incorporated by reference
      herein.

4.4   Amendment No. 1 dated May 27, 1998, to Amended and
      Restated Rights Agreement, dated February 14, 1996 between
      Humana Inc. and Mid-America Bank of Louisville and Trust
      Company ("Rights Agreement").  Exhibit 4.2 to the
      Registration Statement (File No. 1-5975) on Form 8-A/A dated
      June 15, 1998 is incorporated by reference herein.

4.5   Amendment No. 2 dated as of March 1, 1999 to the Rights
      Agreement.  Exhibit 4.3 to the Registration Statement (File
      No. 1-5975) on Form 8-A12B/A dated February 26, 1999 is
      incorporated by reference herein.

5     Opinion of counsel as to the validity of the
      securities registered herein, filed herewith.

23.1  Consent of PricewaterhouseCoopers LLP, independent
      accountants for the Registrant, filed herewith.

23.2  Consent of counsel, included in 5 above.

24    Powers of Attorney (included on the signature page of
      this Registration Statement).

99    Humana Inc. Non-Qualified Stock Option Plan for Employees,
      filed herewith.


                               II-8
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As filed with the Securities and Exchange Commission on September 9, 1999

                                         Registration No. _______

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                      ____________________

                            FORM S-8
                     REGISTRATION STATEMENT
                             Under
                   THE SECURITIES ACT OF 1933

                      ____________________

                          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)
                     _____________________

   HUMANA INC. NON-QUALIFIED STOCK OPTION PLAN FOR EMPLOYEES
                    (Full title of the plan)
                     _____________________

                              Arthur P. Hipwell
                 Senior Vice President and General Counsel
                                Humana Inc.
                          500 West Main Street
                      Louisville, Kentucky 40202
                             (502) 580-1000
                   (Name, address and telephone number,
                 including area code, of agent for service)

                    _______________________

CALCULATION OF REGISTRATION FEE

                           Proposed       Proposed     Amount
Title of       Amount to   maximum        maximum      of
securities     be          offering       aggregate    registration
to be          Registered  price          offering     fee
registered      (1)        per share (2)  price        (2)

Common Stock,  1,400,000   $9.4688        $13,256,320  $3,686
par value
$0.16-2/3 per
share

(1)  Plus an indeterminable number of additional shares as may
     become issuable as a result of any antidilution provisions of the
     Plan.  The shares represent the number of shares of the
     Registrant's Common Stock, including associated Preferred Stock
     Purchase Rights, which may be issued upon the exercise of
     options.
(2)  Estimated solely for the purpose of determining the
     registration fee.  Calculated in accordance with Rule 457(h)
     under the Securities Act of 1933 and based on the average of
     the high and low prices of the Common Stock as reported in
     the New York Stock Exchange Composite Tape on September 2,
     1999.

Exhibit Index on page II-8.

                            PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

          The following documents filed by Humana Inc. (the
"Company" or the "Registrant") with the Commission (File No. 1-
5975) are incorporated herein by reference and made a part
hereof:

          (a)  The Registrant's Annual Report on Form 10-K for
               the fiscal year ended December 31, 1998;

          (b)  The Registrant's Quarterly Reports on Form 10-Q for the
               quarters ended March 31, 1999 and June 30, 1999; and

          (c)  The Registrant's Current Reports of Form 8-K dated April 8,
               1999 and August 3, 1999.

          (d)  The description of the Registrant's Common Stock,
               par value $0.16-2/3 per share (the "Common
               Stock"), contained in the Registrant's
               Registration Statement on Form 8-A, as such
               description may be amended or updated.

          All documents filed by the Company pursuant to Sections
13, 14 and 15(d) of the Securities Exchange Act of 1934
("Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all of the
securities offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

Item 4.   Description of Securities.

          The Company's authorized capital stock consists of (i)
300,000,000 shares of Common Stock, of which 167,530,960 shares
were issued and outstanding as of September 1, 1999; (ii)
10,000,000 shares of Preferred Stock, par value $1.00 per share,
of which none were issued or outstanding as of September 1, 1999.

Item 5.   Interest of Named Experts and Counsel.

          The validity of the issuance of the shares of Common
Stock being offered by the Registration Statement will be passed
upon for the Registrant by Kathleen Pellegrino, Vice President
and Associate General Counsel of the Registrant.  As of September
1, 1999, Ms. Pellegrino owned 8,450 shares of Common Stock,
has 2,940 shares of Common Stock in the Humana Retirement and
Savings Plan, and also has stock options to purchase 92,971
shares of Common Stock of the Registrant.

                            II-1

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law
(the "DGCL") permits a Delaware corporation to indemnify any
person who was or is, or is threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason
of the fact that such person is or was a director, officer,
employee or agent of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise.  The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to any
criminal action or proceeding, such person had no reasonable
cause to believe the conduct was unlawful.  A Delaware
corporation may indemnify such persons in actions brought by or
in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification
is permitted in respect of any claim, issue or matter as to which
such person has been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of
Delaware, or the court in which such action or suit is brought,
determines upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the Court of Chancery
or other such court deems proper.  To the extent such person has
been successful on the merits or otherwise in defense of any
action referred to above, or in defense of any claim, issue or
matter therein, the corporation must indemnify such person
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Corporations, under certain circumstances, may pay expenses
incurred by an officer or director in advance of the final
disposition of an action for which indemnification may be
permitted or required.  The indemnification and advancement of
expenses provided for or granted pursuant to Section 145 of the
DGCL are not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested
directors or otherwise.  Section 145 further provides that a
corporation may maintain insurance against liabilities for which
indemnification is not expressly provided by statute.

          Article X of the Company's By-Laws essentially provides
for indemnification of directors, officers, employees and agents
of the Company to the fullest extent authorized under the DGCL.

          The Tenth Article of the Company's Restated Certificate
of Incorporation provides that a director of the Company shall
not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit.

          The Company has in effect officers and directors
liability insurance policies with various insurance companies.
The policies provide indemnity to the directors and officers of
the Company for loss arising from claims concerning a covered
wrongful act where there is no corporate indemnification. The
insurance will also reimburse the Company for indemnification it
may be required by statute or the Company's By-laws to make to
any of its directors and officers in connection with a claim by
reason of a wrongful act.  The policies cover negligent acts,
errors, omissions, or breach of duty by a director or officer.
The principal exclusions from coverage include the following:
(i) claims involving violations of Section 16(b) of the Exchange
Act; (ii) dishonest acts; and (iii) libel, slander or non-
monetary damages.  The policies generally provide for a $500,000
deductible self-insurance retention by the Company.  The limit of
liability under the policies is $70,000,000 in the aggregate for
coverage in excess of deductibles and participations.

                           II-2

          The Company has entered into Indemnity Agreements (the
"Agreements") with its directors and officers ("Indemnitees"),
whereby the Company will indemnify such parties and advance
expenses to the fullest extent permitted by the DGCL.

          An Indemnitee will not be entitled to indemnification
or advancement of expenses under the Agreements with respect to
any proceeding or claim brought or made by the Indemnitee against
the Company.  If the Indemnitee is not entitled to
indemnification of all expenses, he or she may still be
indemnified for a portion of the expenses.  The determination of
entitlement to indemnification under the Agreements will be made
by a majority of a quorum of disinterested directors, independent
counsel or by the stockholders of the Company.  In the event of a
change in control of the Company (as defined in the Agreements),
the determination of entitlement will be made, if the Indemnitee
so elects, by an independent counsel selected by the Indemnitee,
and the Company will have the burden of proof to overcome a
presumption that the Indemnitee is entitled to indemnification.

          The Agreements further provide that to the extent the
Company maintains a liability insurance policy for directors,
officers, employees, agents or fiduciaries, the Indemnitee will
be covered by such policy in accordance with its terms to the
maximum extent of the coverage available for any such officer,
director, employee, agent or fiduciary under the policy.  The
Agreements will terminate upon the later of:  (a) 10 years after
the date the Indemnitee ceases to serve; or (b) the final
termination of all pending proceedings covered thereunder.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

          The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or
                    sales are being made, a post-effective
                    amendment to this Registration Statement:

                    (i)  To include any prospectus required by
                         Section 10(a)(3) of the Securities Act
                         of 1933 ("Securities Act");

                    (ii) To reflect in the prospectus any facts
                         or events arising after the effective
                         date of this Registration Statement (or
                         the most recent post-effective amendment
                         hereof) which, individually or in the
                         aggregate, represent a fundamental
                         change in the information set forth in
                         this Registration Statement;

                   (iii) To include any material information
                         with respect to the plan of distribution
                         not previously disclosed in this
                         Registration Statement or any material
                         change to such information in this
                         Registration Statement;

                                   II-3

               provided, however, that paragraphs (a)(1)(i) and
               (a)(1)(ii) shall not apply if the information
               required to be included in a post-effective
               amendment by those paragraphs is contained in
               periodic reports filed by the Registrant pursuant
               to Section 13 or Section 15(d) of the Exchange Act
               that are incorporated by reference in this
               registration statement.

               (2)  That, for the purpose of determining any
                    liability under the Securities Act, each such
                    post-effective amendment shall be deemed to
                    be a new registration statement relating to
                    the securities offered therein, and the
                    offering of such securities at that time
                    shall be deemed to be the initial bona fide
                    offering thereof.

               (3)  To remove from registration by means of a
                    post-effective amendment any of the
                    securities being registered which remain
                    unsold at the termination of the offering.

          (b)  That for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the DGCL,
the Amended and Restated Certificate of Incorporation, the By-
Laws of the Registrant and the Agreements or otherwise, the
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

                             II-4

                           SIGNATURES

The Registrant.

     Pursuant to the requirements of the Securities Act of 1933
("Securities Act"), the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Louisville, Commonwealth of Kentucky, on the 9th day of
September, 1999.

                              HUMANA INC.
                              NON-QUALIFIED STOCK OPTION PLAN
                              FOR EMPLOYEES

                              By:   /s/ Arthur P. Hipwell
                                    Arthur P. Hipwell
                                    Senior Vice President and
                                    General Counsel

                             II-5

                       POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this
Registration Statement and Power of Attorney have been signed
below by the following persons in the capacities and on the dates
indicated.

     Each person whose signature appears below constitutes and
appoints David A. Jones and Arthur P. Hipwell, and each of them,
his or her true and lawful attorneys-in-fact and agents, with
full power of substitution to execute in his or her name and on
his or her behalf, and to file any amendments (including, without
limitation, post-effective amendments) to this Registration
Statement necessary or advisable in the opinion of any of them to
enable the Company to comply with the Securities Act, and any
rules, regulations and requirements of the Commission thereunder,
in connection with the registration of the additional securities
which are under the subject of this Registration Statement.

BY:                         /s/ David A. Jones
                         David A. Jones
                         Chairman of the Board,
                         Interim Chief Executive Officer
                         (Principal Executive Officer) and
Director
DATE:                         September 9, 1999

BY:                         /s/ James E. Murray
                         James E. Murray
                         Sr. Vice President & Chief Financial
Officer
                         (Principal Financial & Accounting
Officer)
DATE:                         September 9, 1999

BY:                         /s/ K. Frank Austen, M.D.
                         K. Frank Austen, M.D.
                         Director
DATE:                         September 9, 1999

BY:                         /s/ Michael E. Gellert
                         Michael E. Gellert
                         Director
DATE:                         September 9, 1999

BY:                         /s/ John R. Hall
                         John R. Hall
                         Director
DATE:                         September 9, 1999

                                 II-6

BY:                         /s/ David A. Jones, Jr.
                         David A. Jones, Jr.
                         Vice-Chairman
DATE:                         September 9, 1999

BY:                         /s/ Irwin Lerner
                         Irwin Lerner
                         Director
DATE:                         September 9, 1999

BY:                         /s/ W. Ann Reynolds, Ph.D.
                         W. Ann Reynolds, Ph.D.
                         Director
DATE:                         September 9, 1999

                                 II-7

Exhibit Index.

4.1   Restated Certificate of Incorporation filed with the
      Secretary of State of Delaware on November 9, 1989 as
      restated to incorporate the amendment of January 9, 1992,
      and the correction of March 23, 1992.  Exhibit 4(i) to the
      Company's Post-Effective Amendment No. 1 to the Company's
      Registration Statement on Form S-8 (Reg. No. 33-49305)
      filed February 2, 1994 is incorporated by reference herein.

4.2   By-Laws as amended.  Exhibit 3(b) to the Company's Annual
      Report for the year ended December 31, 1997, is
      incorporated by reference herein.

4.3   Form of Amended and Restated Rights Agreement, dated
      February 14, 1996, between Humana Inc. and Mid-America Bank
      of Louisville and Trust Company.  Exhibit 1.3 to the
      Registration Statement (File No. 1-5975) on Form 8-A/A
      dated February 14, 1996 is incorporated by reference
      herein.

4.4   Amendment No. 1 dated May 27, 1998, to Amended and
      Restated Rights Agreement, dated February 14, 1996 between
      Humana Inc. and Mid-America Bank of Louisville and Trust
      Company ("Rights Agreement").  Exhibit 4.2 to the
      Registration Statement (File No. 1-5975) on Form 8-A/A dated
      June 15, 1998 is incorporated by reference herein.

4.5   Amendment No. 2 dated as of March 1, 1999 to the Rights
      Agreement.  Exhibit 4.3 to the Registration Statement (File
      No. 1-5975) on Form 8-A12B/A dated February 26, 1999 is
      incorporated by reference herein.

5     Opinion of counsel as to the validity of the
      securities registered herein, filed herewith.

23.1  Consent of PricewaterhouseCoopers LLP, independent
      accountants for the Registrant, filed herewith.

23.2  Consent of counsel, included in 5 above.

24    Powers of Attorney (included on the signature page of
      this Registration Statement).

99    Humana Inc. Non-Qualified Stock Option Plan for Employees,
      filed herewith.

                               II-8