



                                  Humana Inc.
                                  Exhibit 12
                      Ratio of Earnings to Fixed Charges
      For the quarters and nine months ended September 30, 1998 and 1997
                                   Unaudited
                            (Dollars in millions)


<TABLE>
<S>                                  <C>        <C>      <C>        <C>
                                       Quarter Ended      Nine months Ended
                                        September 30,        September 30,
                                       1998      1997       1998       1997

Earnings:
  Income (loss) before income taxes   $ (47)    $  69    $   114    $   194
  Fixed charges                          15         5         43         13

                                      $ (32)    $  74    $   157    $   207

Fixed charges:
  Interest charged to expense         $  13     $   3    $    35    $     7
  One-third of rent expense               2         2          8          6

                                      $  15     $   5    $    43    $    13

Ratio of earnings to fixed charges       (a)     14.1        3.6 (a)   15.2

The one-third of rent expense included in fixed charges is that proportion
deemed representative of the interest portion.

(a)  Exclusive of the special charges of $132 million before income taxes, the
ratio of earnings to fixed charges for the quarter and nine months ended
September 30, 1998, would have been 6.5 and 6.7, respectively.

</TABLE>

