Exhibit 99(b)

For More Information:

Laurie Scarborough
Investor Relations
502/580-1037
E-MAIL:  lscarborough@humana.com


Greg Donaldson
Public Affairs
502/580-3683
E-MAIL: gdonaldson@humana.com



IN SUPPORT OF LONG-TERM STRATEGY,  HUMANA ANNOUNCES ACQUISITION
   OF ONE OF THE NATION'S MOST DISTINGUISHED HMOs, CHOICECARE
                  CORPORATION OF CINCINNATI



 Acquisition makes Humana the leader in Cincinnati and vicinity,
    with attractive platform for further expansion in Ohio


 ChoiceCare brings superb record of quality and service; one of only
two plans nationally to be named to Sachs Honor Roll in 1996 and 1997



  Humana adds a total of 1.4 million members and over $1.5 billion
  in annual premium revenues through ChoiceCare, PCA acquisitions;
     company strengthens leadership in Florida, Texas and Ohio



 	LOUISVILLE, KY (June 5, 1997) -- Humana Inc. (NYSE: HUM)
announced today that it has reached a definitive agreement with
ChoiceCare Corporation, the largest health maintenance
organization (HMO) in Cincinnati, under which Humana will
purchase all of ChoiceCare's outstanding shares of common stock
for $16.38 per share, or a total consideration of $250 million
in cash.

	ChoiceCare serves more than 245,000 members, offering HMO,
point-of-service and administrative services products.  The
combined companies will have about 310,000 members in the
Greater Cincinnati area.

	"Speaking on behalf of the entire Humana management team, we
are deeply gratified to be able to join forces with ChoiceCare,
an organization that is an outstanding leader in Cincinnati and
one of the most distinguished and respected HMOs in America,"
said David A. Jones, Humana's Chairman and Chief Executive
Officer. "ChoiceCare's emphasis on quality, service and caring
could not fit better with the values on which we have built
Humana, and I look forward to a long partnership that will only
deepen and expand the many accomplishments of one of the 'crown
jewels' in our industry," Mr. Jones added.

	Gregory H. Wolf, Humana's President and Chief Operating
Officer, added, "ChoiceCare is a very successful company with an
extraordinary franchise in the Cincinnati market. As such, it
fits perfectly into our overall corporate strategy of targeting
key local markets where we can have the critical mass,
purchasing power and brand-name recognition that are crucial to
leadership.  By combining with ChoiceCare, the plan of choice
for members, providers and employers, we will move to a
leadership position in Cincinnati and -- just as important --
establish a platform for growth across Ohio, where we see
significant potential."

	"With the acquisition of Physician Corporation of America (PCA)
earlier this week, we have now taken two major steps to advance
our long-term business strategy and build value for our
shareholders," Mr. Wolf added. 

	In April, ChoiceCare was identified as one of only thirteen
health plans named to Sachs HMO Honor Roll for 1997.  The Sachs
Group announced ChoiceCare's place on the honor roll following a
comprehensive survey of 215 plans and 90,000 members located in
30 different markets.  ChoiceCare is one of only two plans in
the country awarded this recognition two consecutive years.  In
addition, it was the first Cincinnati plan to receive three-year
full accreditation from the National Committee for Quality
Assurance.

	"Today is a momentous day in the history of ChoiceCare, as we
join together with Humana and renew our commitment to deliver
the highest quality care to our members," said Daniel Gregorie,
M.D., Chief Executive Officer of ChoiceCare.  "Humana brings to
us a national scope that we have long desired, plus an
unswerving commitment to quality, service and caring for its
members.  I am very confident that our combined vision will lead
to even greater achievements in the years ahead." 

        Of ChoiceCare's 245,000 total members, about 195,000 are in
commercial plans and 50,000 are in administrative service
products.  Mr. Wolf said that among the early strategic
priorities for the combined companies will be to accelerate the
growth of Humana's Medicare and specialty products, and to
broaden ChoiceCare's penetration in small group and national
employer accounts. 

	This transaction will require approval by ChoiceCare
shareholders and certain regulatory authorities.  On closing,
ChoiceCare will become a wholly owned subsidiary of Humana.
Completion of the transaction is expected in the fall of this
year. 

        As a result of the ChoiceCare and PCA transactions, Humana
received a commitment from Chase Manhattan Bank to provide a new
$1.5 billion revolving credit facility, a portion of which will
be used to finance the transactions.

	Humana, headquartered in Louisville, Ky., is one of the
nation's largest publicly-traded managed health care companies
with more than 4.7 million health plan members primarily located
in 17 states.  Humana offers coordinated heath care through a
variety of delivery systems -- health maintenance organizations,
preferred provider organizations, point-of-service plans,
administrative services products and medical savings accounts --
to employer groups, government-sponsored plans and individuals. 
More information about Humana is available on the Internet at
http://www.humana.com.

	This press release contains 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 in Humana's Annual
Report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1996.

                            HUMANA INC.
           CHOICECARE and PHYSICIAN CORPORATION OF AMERICA
                            FACT SHEET


                      Humana         PCA       ChoiceCare      Combined 

Premiums
                                                  
(Latest 12 months)  $6.9 billion  $1.3 billion  $0.3billion   $8.5 billion 

				

Medical Membership: 				

By State --  				

Florida               1,128,500        324,200        --        1,452,700 

Texas                   336,800        323,100        --          659,900 

Ohio                    100,800          --         232,700       333,500 

Other                 3,202,000        490,900       12,700     3,705,600 

                      4,768,100      1,138,200      245,400     6,151,700 

By Product -- 				

Commercial            2,577,800        480,400      195,700     3,253,900 

Medicaid                 53,200        597,600         --         650,800 

Medicare risk           374,200         60,200         --         434,400 

CHAMPUS               1,103,100           --           --       1,103,100 

Medicare supp.           93,500           --           --          93,500 

Admin. services         566,300           --         49,700       616,000 

                      4,768,100      1,138,200      245,400     6,151,700