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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                                  HUMANA, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    444859100
                                 (CUSIP Number)


                                December 31, 2001
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

/X/   Rule 13d-1(b)
/_/   Rule 13d-1(c)
/_/   Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

      The information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).






CUSIP No. 444859100

1.    NAMES OF REPORTING PERSONS.   Dreman Value Management, L.L.C.

      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
            I.R.S. No. 22-3499132

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
           (a)
           (b)

3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION
           State of Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

      5.   SOLE VOTING POWER              1,834,688

      6.   SHARED VOTING POWER            --

      7.   SOLE DISPOSITIVE POWER         15,419,463

      8.   SHARED DISPOSITIVE POWER       --

9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           15,419,463

10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS) /_/

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
           9.14%

12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
           IA


      ["INSTRUCTIONS FOR SCHEDULE 13G." "SPECIAL INSTRUCTIONS FOR
      COMPLYING WITH SCHEDULE 13G," AND "GENERAL INSTRUCTIONS"
      HAVE BEEN OMITTED.]

Item 1.    (a)  Name of Issuer:Humana, Inc.
           (b)  Address of Issuer's Principal Executive Offices:

                          500 West Main Street
                          Louisville, KY  40202

Item 2.    (a)  Name of Person Filing:    Dreman Value Management, L.L.C.
           (b) Address of Principal Business Office or, if none, Residence:

                                10 Exchange Place
                                Jersey City, NJ 07302-3913

           (c)  Citizenship:              State of Delaware
           (d)  Title of Class of Securities:  Common Stock
           (e)  CUSIP Number:       444859100

Item 3.    If this statement is filed pursuant to ss.ss. 240.13d-1(b)
           or 240.13d-2(b) or (c), check whether the person filing
           is a:
           (a) /_/  Broker or dealer registered under Section 15 of the Act
                    (15 U.S.C. 78o);

           (b) /_/  Bank as defined in section 3(a)(6) of the Act
                    (15 U.S.C. 78c);

           (c) /_/  Insurance company as defined in section 3(a)(19) of the
                    Act (15 U.S.C. 78c);

           (d) /_/  Investment company registered under section 8 of the
                    Investment Company Act of 1940 (15 U.S.C. 80a-8);

           (e) /X/  An investment adviser in  accordance  with ss.240.13d-1(b)
                    (1)(ii)(E);

           (f) /_/  An employee benefit plan or endowment fund in accordance
                    with ss.240.13d-1(b)(1)(ii)(F);

           (g) /_/  A parent holding company or control person in accordance
                    with ss.240.13d-1(b)(ii)(G);

           (h) /_/  A savings associations as defined in Section 3(b) of the
                    Federal Deposit Insurance Act (12 U.S.C. 1813);

           (i) /_/  A church plan that is excluded from the definition of an
                    investment company under section 3(c)(14) of the
                    Investment Company Act of 1940 (15 U.S.C. 80a-3);

           (j) /_/  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).



Item 4.    Ownership.
           Provide the following information regarding the
           aggregate number and percentage of the class of
           securities of the issuer identified in Item 1.
           (a)  Amount beneficially owned:          15,419,463
           (b)  Percent of class:              9.14%
           (c)  Number of shares as to which such person has:
                (i)  Sole power to vote or to direct the vote:   1,834,688
                (ii) Shared power to vote or to direct the vote:  --
                (iii)Sole power to dispose or to direct the disposition of:
                                                                 15,419,463
                (iv) Shared power to dispose or to direct the disposition of:
                                                                 --

          Instruction.  For computations regarding securities which represent
          a right to acquire an underlying security see ss.240.13d-3(d)(1).

Item 5.   Ownership of Five Percent or Less of a Class. If this statement is
          being  filed to  report  the  fact  that as of the  date  hereof  the
          reporting  person has ceased to be the beneficial  owner of more than
          five percent of the class of securities, check the following .

          Instruction:  Dissolution of a group requires a response to this item.

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.
          If any  other  person is known to have the  right to  receive  or the
          power to direct the receipt of dividends  from,  or the proceeds from
          the sale of, such  securities,  a statement to that effect  should be
          included in response  to this item and, if such  interest  relates to
          more  than  five  percent  of  the  class,   such  person  should  be
          identified.  A listing of the  shareholders of an investment  company
          registered   under  the  Investment   Company  Act  of  1940  or  the
          beneficiaries  of employee  benefit  plan,  pension fund or endowment
          fund is not required.
                NOT APPLICABLE.

Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company.

          If a parent holding company has filed this schedule, pursuant to Rule
          13d-1(b)(ii)(G),  so  indicate  under Item 3(g) and attach an
          exhibit  stating the  identity  and the Item 3  classification  of the
          relevant subsidiary. If a parent holding company has filed this
          schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
          stating the  identification of the relevant subsidiary.
                NOT APPLICABLE.

Item 8.   Identification and Classification of Members of the Group.
          If   a    group    has    filed    this    schedule    pursuant    to
          ss.240.13d-1(b)(1)(ii)(J),  so indicate under Item 3(j) and attach an
          exhibit stating the identity and Item 3 classification of each member
          of the  group.  If a  group  has  filed  this  schedule  pursuant  to
          ss.240.13d-1(c)  or  ss.240.13d-1(d),  attach an exhibit  stating the
          identity of each member of the group.
                NOT APPLICABLE.





Item 9.   Notice of Dissolution  of Group.  Notice of dissolution of a group
          may be  furnished as an exhibit  stating the date of the  dissolution
          and that all further  filings  with  respect to  transactions  in the
          security  reported on will be filed,  if required,  by members of the
          group, in their individual capacity.
          See Item 5.
               NOT APPLICABLE.

Item 10.   Certification.
           (a)  The following certification shall be included if the statement
                is filed pursuant to ss.240.13d-1(b):

           By signing  below I certify  that,  to the best of my  knowledge  and
           belief,  the securities  referred to above were acquired and are held
           in the ordinary  course of business and were not acquired and are not
           held for the purpose of or with the effect of changing or influencing
           the control of the issuer of the securities and were not acquired and
           are  not  held  in  connection  with  or  as  a  participant  in  any
           transaction having that purpose or effect.





                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                    FEBRUARY 7, 2002
                                    ------------------
                                          Date

                                    /S/ PETER B. SELIGMAN
                                    -------------------
                                          Signature

                                    Peter B. Seligman, Vice President
                                   ----------------------------------
                                          Name/Title

The  original  statement  shall be signed by each  person  on whose  behalf  the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer  or   general   partner  of  the   filing   person,   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all exhibits.  See  ss.240.13d-7  for other
parties for whom copies are to be sent.

Attention:  Intentional  misstatements  of omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001).