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                                                                   Exhibit 10(e)

                      AMENDMENT NUMBER TWO TO HUMANA INC.
                      1989 STOCK OPTION PLAN FOR EMPLOYEES

         This AMENDMENT NUMBER TWO TO HUMANA INC. 1989 STOCK OPTION PLAN FOR
EMPLOYEES ("AMENDMENT") is hereby adopted by HUMANA INC., a Delaware
corporation (the "COMPANY").

         WHEREAS, the Company maintains the Humana Inc. 1989 Stock Option Plan
for Employees (the "PLAN"); and

         WHEREAS, the Plan has been amended by Amendment Number One dated
December 7, 1992; and

         WHEREAS, the Board of Directors has determined that it is desirable to
increase the total amount of Shares for which Options may be granted under the
Plan by 7,000,000 Shares, i.e. from 6,600,000 Shares (the total current
authorized Shares) to 13,600,000 Shares; and

         WHEREAS, the Board of Directors has also determined that it is
desirable to establish a maximum number of Options which may be granted to an
individual employee from February 18, 1993 for the remaining term of the Plan
in order to enable the Plan to meet certain exceptions to the non-deductibility
rule contained in Section 162(m) of the Internal Revenue Code.

         NOW, THEREFORE, pursuant to the right to amend as set forth in Section
17 of the Plan, effective upon approval by the stockholders of the Company at
the 1994 Annual Meeting of Stockholders, the Plan is hereby amended as
hereinafter set forth.

         1.      The second sentence of Section 5 entitled "Stock Available for
Options" is hereby amended by substituting the number "13,600,000" for the
number "4,400,000" (currently adjusted to 6,600,000 due to a 3 for 2 stock
split on July 1, 1991) so that the sentence now reads as follows:

                 "The total amount of Shares for which Options may be granted
                 under the Plan shall not exceed 13,600,000 shares."

         2.      A new Section 19 is hereby added to the Plan as follows:

                 "19. MAXIMUM OPTIONS TO AN INDIVIDUAL EMPLOYEE. Commencing on
         February 18, 1994 (the "Commencement Date") and continuing thereafter
         for the remaining term of the Plan, no individual employee may be
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         granted Options to purchase Shares in excess of fifteen percent (15%)
         of the sum of 2,917,459 Shares (the number of Shares available under
         the Plan on the Commencement Date) plus all increases in the total
         number of Shares authorized under the Plan over 6,600,000 (the total
         authorized Shares at the Commencement Date)."

         IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed as of the date set forth below.




                                                         
                                                            HUMANA INC.

Date: January 13, 1994                                      BY: /s/ David A. Jones
                                                                ------------------
                                                                    Chairman of the Board
                                                                    and Chief Executive Officer




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