As filed with the Securities and Exchange Commission on May 23, 1996

                                         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. 1996 STOCK INCENTIVE 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)


                     _______________________




<TABLE>
                 CALCULATION OF REGISTRATION FEE


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

                       
<S>                     <C>                 <C>             <C>                    <C>
Common Stock, par        6,250,000
value $.16-2/3 per        shares(1)         $23.375         $146,093,750           $50,378
share

</TABLE>

(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 which may
     be issued upon the exercise of options or the grant of
     restricted stock awards.
(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 May 21, 1996.


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 "Registrant" or "Company") with the Securities and
Exchange Commission (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, 1995; and

          (b)  The Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996; and

          (c)  The description of the Registrant's
Common Stock, par value $.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 subsequently filed by the
Registrant pursuant to Sections 13, 14 and 15(d) of the Securities
Exchange Act of 1934, 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.  Not Applicable

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 Walter E. Neely, Vice
President and Associate General Counsel of the Registrant.  As of
May 1, 1996, Mr. Neely owned 18,358 shares of Common Stock
and also has stock options to purchase 143,800 shares of
Common Stock of the Registrant.

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 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 policy covers 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 Securities
Exchange Act of 1934; (ii) dishonest acts; and (iii) libel, slander
or non-monetary damages.  The policy provides 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.

          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;

                    (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;

               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
               Securities Exchange Act of 1934 that
               are incorporated by reference in this
               registration statement.

               (2)  That, for the purpose of
                    determining any liability under
                    the Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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 of 1933 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 of 1933, 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 of 1933 and will be governed by the final
adjudication of such issue.


               SIGNATURES

The Registrant.

     Pursuant to the requirements of the Securities Act of
1933, 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 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Louisville, Commonwealth of Kentucky, on the 23rd day
of May, 1996.

               HUMANA INC.
               1996 STOCK INCENTIVE PLAN FOR EMPLOYEES


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

     Know All Men By These Presents, that each person
whose signature appears below constitutes and appoints W.
Roger Drury and Arthur P. Hipwell, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and
all Amendments (including Post-Effective Amendments) to this
Registration Statement on Form S-8 (Humana Inc. 1996 Stock
Incentive Plan for Employees), and to file the same, with all
exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.


BY:                      /s/ David A. Jones         
                             
                         David A. Jones
                         Chairman of the Board, 
                         Chief Executive Officer
                         (Principal Executive
                           Officer) and Director
DATE:                         May 23, 1996



BY:                      /s/ Wayne T. Smith       
                              
                         Wayne T. Smith
                         President, Chief Operating
                          Officer and Director
DATE:                         May 23, 1996



BY:                      /s/ W. Roger Drury        
                             
                         W. Roger Drury 
                         Chief Financial Officer 
                         (Principal Financial
                           Officer)
DATE:                         May 23, 1996


BY:                      /s/ James E. Murray      
                             
                         James E. Murray 
                         Vice President - Finance
                         (Principal Accounting
                           Officer)
DATE:                         May 23, 1996




BY:                      /s/ K. Frank Austen, M.D. 
                          
                         K. Frank Austen, M.D.
                         Director
DATE:                         May 23, 1996


BY:                      /s/ Michael E. Gellert     
                             
                         Michael E. Gellert
                         Director
DATE:                         May 23, 1996


BY:                      /s/ John R. Hall             
                             
                         John R. Hall
                         Director
DATE:                         May 23, 1996


BY:                      /s/ David A. Jones, Jr.   
                             
                         David A. Jones, Jr.
                         Director
DATE:                         May 23, 1996


BY:                      /s/ Irwin Lerner             
                             
                         Irwin Lerner
                         Director
DATE:                         May 23, 1996


BY:                      /s/ W. Ann Reynolds,Ph.D.                          
                         W. Ann Reynolds, Ph.D.
                         Director
DATE:                         May 23, 1996



Exhibit Index.


4.1      -  Restated Certificate of Incorporation filed with the
            Secretary of State of Delaware on November 9,
            1989.  Exhibit 4(i) to the Company's Post-Effective
            Amendment No. 1 filed February 2, 1994 to the
            Company's Registration Statement on Form S-8
            (Reg. No. 33-49305) filed January 22, 1993 is
            incorporated by reference herein.

4.2      -  By-Laws as amended.  Exhibit 3(a) to the
            Company's Current Report on Form 8-K (File No. 1-5975)
            filed March 5, 1993 is incorporated by
            reference herein.

4.3      -  Form of the Humana Inc. 1996 Stock Incentive
            Plan for Employes.  Annex A to the Company's
            Proxy Statement covering the Annual Meeting of
            Stockholders held on May 9, 1996 is incorporated
            by reference herein.

4.4      -  Form of 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.

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

23.1  -  Consent of Coopers & Lybrand, L.L.P., 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).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22685}]
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As filed with the Securities and Exchange Commission on May 23, 1996

                                         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. 1996 STOCK INCENTIVE 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 Maximum    Proposed       
Title of securities    Amount to be      offering price     Maximum               Amount of
to be registered        registered        per share(2)    aggregate offering    registration
                                                              price                   fee
Common Stock, par        6,250,000
value $.16-2/3 per        shares(1)         $23.375         $146,093,750           $50,378
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 which may
     be issued upon the exercise of options or the grant of
     restricted stock awards.
(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 May 21, 1996.

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 "Registrant" or "Company") with the Securities and
Exchange Commission (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, 1995; and

          (b)  The Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996; and

          (c)  The description of the Registrant's
Common Stock, par value $.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 subsequently filed by the
Registrant pursuant to Sections 13, 14 and 15(d) of the Securities
Exchange Act of 1934, 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.  Not Applicable

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 Walter E. Neely, Vice
President and Associate General Counsel of the Registrant.  As of
May 1, 1996, Mr. Neely owned 18,358 shares of Common Stock
and also has stock options to purchase 143,800 shares of
Common Stock of the Registrant.

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 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 policy covers 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 Securities
Exchange Act of 1934; (ii) dishonest acts; and (iii) libel, slander
or non-monetary damages.  The policy provides 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.

          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;

                    (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;

               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
               Securities Exchange Act of 1934 that
               are incorporated by reference in this
               registration statement.

               (2)  That, for the purpose of
                    determining any liability under
                    the Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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 of 1933 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 of 1933, 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 of 1933 and will be governed by the final
adjudication of such issue.

               SIGNATURES

The Registrant.

     Pursuant to the requirements of the Securities Act of
1933, 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 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Louisville, Commonwealth of Kentucky, on the 23rd day
of May, 1996.

               HUMANA INC.
               1996 STOCK INCENTIVE PLAN FOR EMPLOYEES

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

     Know All Men By These Presents, that each person
whose signature appears below constitutes and appoints W.
Roger Drury and Arthur P. Hipwell, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and
all Amendments (including Post-Effective Amendments) to this
Registration Statement on Form S-8 (Humana Inc. 1996 Stock
Incentive Plan for Employees), and to file the same, with all
exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

BY:                      /s/ David A. Jones         
                             
                         David A. Jones
                         Chairman of the Board, 
                         Chief Executive Officer
                         (Principal Executive
                           Officer) and Director
DATE:                         May 23, 1996

BY:                      /s/ Wayne T. Smith       
                              
                         Wayne T. Smith
                         President, Chief Operating
                          Officer and Director
DATE:                         May 23, 1996

BY:                      /s/ W. Roger Drury        
                             
                         W. Roger Drury 
                         Chief Financial Officer 
                         (Principal Financial
                           Officer)
DATE:                         May 23, 1996

BY:                      /s/ James E. Murray      
                             
                         James E. Murray 
                         Vice President - Finance
                         (Principal Accounting
                           Officer)
DATE:                         May 23, 1996

BY:                      /s/ K. Frank Austen, M.D. 
                          
                         K. Frank Austen, M.D.
                         Director
DATE:                         May 23, 1996

BY:                      /s/ Michael E. Gellert     
                             
                         Michael E. Gellert
                         Director
DATE:                         May 23, 1996

BY:                      /s/ John R. Hall             
                             
                         John R. Hall
                         Director
DATE:                         May 23, 1996

BY:                      /s/ David A. Jones, Jr.   
                             
                         David A. Jones, Jr.
                         Director
DATE:                         May 23, 1996

BY:                      /s/ Irwin Lerner             
                             
                         Irwin Lerner
                         Director
DATE:                         May 23, 1996

BY:                      /s/ W. Ann Reynolds,Ph.D.                          
                         W. Ann Reynolds, Ph.D.
                         Director
DATE:                         May 23, 1996

Exhibit Index.

4.1      -  Restated Certificate of Incorporation filed with the
            Secretary of State of Delaware on November 9,
            1989.  Exhibit 4(i) to the Company's Post-Effective
            Amendment No. 1 filed February 2, 1994 to the
            Company's Registration Statement on Form S-8
            (Reg. No. 33-49305) filed January 22, 1993 is
            incorporated by reference herein.

4.2      -  By-Laws as amended.  Exhibit 3(a) to the
            Company's Current Report on Form 8-K (File No. 1-5975)
            filed March 5, 1993 is incorporated by
            reference herein.

4.3      -  Form of the Humana Inc. 1996 Stock Incentive
            Plan for Employes.  Annex A to the Company's
            Proxy Statement covering the Annual Meeting of
            Stockholders held on May 9, 1996 is incorporated
            by reference herein.

4.4      -  Form of 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.

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

23.1  -  Consent of Coopers & Lybrand, L.L.P., 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).