SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                            Schedule 13G

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


Name of issuer:                      Humana, Inc.


Title of Class of Securities:        Common Stock


CUSIP Number:                        444859102


     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).

(Continued on the following page(s))

                                     PAGE 1 OF 4 PAGES


                                     13G

CUSIP No.:  444859102

1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                    Vanguard Specialized Funds - Vanguard Health Care Fund

2.       CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP

         A.                          B.          X
                                       ---------------------

3.       SEC USE ONLY



4.       CITIZENSHIP OF PLACE OF ORGANIZATION

                    Delaware

(For questions 5-8, report the number of shares beneficially owned by each
reporting person with:)

5.       SOLE VOTING POWER

                    11,495,000

6.       SHARED VOTING POWER

                    -0-

7.       SOLE DISPOSITIVE POWER

                    -0-

8.       SHARED DISPOSITIVE POWER

                    11,495,000

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    11,495,000

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                    N/A

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                    6.81

12.      TYPE OF REPORTING PERSON

                    IV

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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                             ----------

                            SCHEDULE 13G
                 Under the Securities Act of 1934
                             ----------

Check the following [line] if a fee is being paid with this statement    n/a

Item 1(a) - Name of Issuer:

                    Humana, Inc.

Item 1(b) - Address of Issuer's Principal Executive Offices:
- ------------------------------------------------------------

                    500 West Main Street
                    Louisville, KY  40202

Item 2(a) - Name of Person Filing:

                    Vanguard Specialized Funds - Vanguard Health Care Fund

Item 2(b) - Address of Principal Business Office or, if none, residence:

                    100 Vanguard Blvd., Malvern, PA  19355

Item 2(c) - Citizenship:

     The Fund is a business trust organized  under the laws of the  Commonwealth
of Delaware.

Item 2(d) - Title of Class of Securities:

                    Common Stock

Item 2(e) - CUSIP Number

                    444859102

Item 3 - Type of Filing:

     This statement is being filed pursuant to Rule 13d-1.  The person filing is
an investment company registered under Section 8 of the Investment Company Act.

Item 4 - Ownership:

         (a) Amount Beneficially Owned:

                    11,495,000

         (b) Percent of Class:

                    6.81

                                     PAGE 3 OF 4 PAGES



         (c)  Number of shares as to which such person has:

              (i)   sole power to vote or direct to vote:
                           11,495,000

              (ii)  shared power to vote or direct to vote:
                           -0-

              (iii) sole power to dispose of or to direct the disposition of:
                           -0-

              (iv)  shared power to dispose or to direct the disposition of:
                           11,495,000

Item 5 - Ownership of Five Percent or Less of a Class:

         Not applicable

Item 6 - Ownership of More Than Five Percent on Behalf of Another Person:

         Not applicable

Item 7 - Identification and Classification of the Subsidiary Which Acquired The
Security Being Reported on by the Parent Holding Company:

         Not applicable

Item 8 - Identification and Classification of Members of Group:

         Not applicable

Item 9 - Notice of Dissolution of Group:

         Not applicable

Item 10 - Certification:

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


Date      2-06-2002                         By /s/  Joseph F. Dietrick
    -------------------                       -------------------------------
                                              Joseph F. Dietrick


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