<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          HCA - THE HEALTHCARE COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                                    75-2497104
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                 ONE PARK PLAZA
                           NASHVILLE, TENNESSEE 37203
                    (Address of Principal Executive Offices)


                        HCA EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)


                                JOHN M. FRANCK II
                     VICE PRESIDENT AND CORPORATE SECRETARY
                          HCA - THE HEALTHCARE COMPANY
                                 ONE PARK PLAZA
                           NASHVILLE, TENNESSEE 37203
                                 (615) 344-9551

          (Name, Address, and Telephone Number, Including Area Code, of
                        Registrant's Agent For Service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================

                                        Proposed maximum    Proposed maximum      Amount of
 Title of securities   Amount to be    offering price per  aggregate offering  registration fee
   to be registered    registered(1)        share(2)              price
------------------------------------------------------------------------------------------------

<S>                    <C>             <C>                 <C>                 <C>
    Common Stock,       10,000,000           $36.42           $364,200,000         $91,050
    $.01 par value
================================================================================================
</TABLE>

(1)Pursuant to Rule 416(a) under the Securities Act, includes an indeterminate
number of additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

(2)Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is
estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Registrant's Common Stock
on the New York Stock Exchange on May 23, 2001, as reported by The Wall Street
Journal.


<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         HCA - The Healthcare Company (the "Registrant") has sent or given or
will send or give documents containing the information specified by Part I of
this Form S-8 Registration Statement (the "Registration Statement") to
participants in the plan listed on the cover of this Registration Statement, as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act"). The Registrant is not filing such documents with the SEC, but
these documents constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the SEC, pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference and shall be deemed to be a part hereof from
the date of filing of such document:

(1)      the Registrant's Annual Report on Form 10-K for the year ended December
         31, 2000;

(2)      the Registrant's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2001, and the Registrant's Current Reports on Form 8-K dated
         January 23, 2001, February 6, 2001, April 23, 2001 and May 17, 2001;
         and

(3)      the description of the Registrant's Common Stock, $.01 par value per
         share (the "Common Stock"), contained in the Registrant's Registration
         Statement on Form 8-A/A, Amendment No.1, filed with the SEC and dated
         October 19, 2000, including all amendments and reports filed for the
         purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation") provides that the Registrant will hold harmless
and indemnify each person who was or is made a party to or is


<PAGE>   3

threatened to be made a party to or is involved in any actual or threatened
action, suit or proceeding by reason of the fact that he or she was a director
or officer of the Registrant (or was serving at the request of the Registrant as
a director, officer, employee or agent for another entity), to the full extent
authorized by the Delaware General Corporation Law.

         Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation. With respect to any
criminal action or proceeding, a corporation may indemnify a director, officer,
employee or agent who had no reasonable cause to believe his or her conduct was
unlawful against such expenses, judgments, fines and amounts paid. The
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in defending an action brought by or in the right of a
corporation if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation. However, the corporation shall not indemnify a director, officer,
employee or agent in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless a court
finds that, in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper.

         The Certificate of Incorporation provides that to the fullest extent
permitted by Delaware General Corporation Law, as the same exists or may
hereafter be amended, a director of the Registrant shall not be liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director. The Delaware General Corporation Law permits Delaware
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty. However, the statute provides that the
provision may not eliminate or limit a director's liability for (i) breaches of
the director's duty of loyalty to the corporation or its stockholders, (ii) acts
or omissions not in good faith or involving intentional misconduct or known
violations of law, (iii) the payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) transactions in which the director received an
improper personal benefit.

         The Registrant is insured against liabilities that it may incur by
reason of its indemnification of officers and directors in accordance with its
Certificate of Incorporation. In addition, the Registrant, at its expense,
insures directors and officers against certain liabilities that might arise out
of their employment and are not subject to indemnification under the Certificate
of Incorporation.

         The foregoing summaries are necessarily subject to the complete text of
the statutes, Certificate of Incorporation and the agreements referred to above
and are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

<TABLE>
<S>      <C>
4.1      Restated Certificate of Incorporation of the Registrant, as amended
         (restated electronically for SEC filing purposes) (filed as Exhibit 1
         to the Registrant's Form 8-A/A, Amendment No. 1, dated October 19, 2000
         and incorporated herein by reference).

4.2      Second Amended and Restated Bylaws of the Registrant (filed as Exhibit
         3 to the Registrant's Form 8-A/A, Amendment No. 1, dated October 19,
         2000 and incorporated herein by reference).

4.3      Specimen Certificate for shares of Common Stock, par value $.01 per
         share, of the Registrant (filed as Exhibit 4 to the Registrant's Form
         8-A/A, Amendment No. 1, dated October 19, 2000 and incorporated herein
         by reference).

23       Consent of Ernst & Young LLP, independent auditors (filed herewith).

24       Power of Attorney (included in the signature page of this Registration
         Statement).
</TABLE>


<PAGE>   4

Item 9.  Undertakings.

         A. The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>   5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on this 30th day of
May, 2001.


                                    HCA - THE HEALTHCARE COMPANY



                                    By: /s/ John M. Franck II
                                        ----------------------------------------
                                        John M. Franck II
                                        Vice President and Corporate Secretary


         KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints John M. Franck II, R. Milton Johnson and
Robert A. Waterman, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with the SEC,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated below.

<TABLE>
<CAPTION>
Signature                              Title                                  Date
---------                              -----                                  ----

<S>                                    <C>                                <C>
/s/ Jack O. Bovender, Jr.              President, Chief Executive         May 30, 2001
------------------------------------   Officer and Director (Principal
Jack O. Bovender, Jr.                  Executive Officer)


/s/ David G. Anderson                  Senior Vice President - Finance    May 30, 2001
------------------------------------   and Treasurer (Principal
David G. Anderson                      Financial Officer)


/s/ R. Milton Johnson                  Senior Vice President and          May 30, 2001
------------------------------------   Controller  (Principal
R. Milton Johnson                      Accounting Officer)


/s/ Thomas F. Frist, Jr., M.D.         Chairman of the Board              May 30, 2001
------------------------------------
Thomas F. Frist, Jr., M.D.
</TABLE>



<PAGE>   6


<TABLE>
<CAPTION>
<S>                                    <C>                                <C>
/s/ Magdalena H. Averhoff, M.D.        Director                           May 30, 2001
------------------------------------
Magdalena H. Averhoff, M.D.

/s/ J. Michael Cook                    Director                           May 30, 2001
------------------------------------
J. Michael Cook

/s/ Martin Feldstein                   Director                           May 30, 2001
------------------------------------
Martin Feldstein

/s/ Frederick W. Gluck                 Director                           May 30, 2001
------------------------------------
Frederick W. Gluck

/s/ Glenda A. Hatchett                 Director                           May 30, 2001
------------------------------------
Glenda A. Hatchett

/s/ T. Michael Long                    Director                           May 30, 2001
------------------------------------
T. Michael Long

/s/ John H. McArthur                   Director                           May 30, 2001
------------------------------------
John H. McArthur

/s/ Thomas S. Murphy                   Director                           May 30, 2001
------------------------------------
Thomas S. Murphy

/s/ Kent C. Nelson                     Director                           May 30, 2001
------------------------------------
Kent C. Nelson

/s/ Frank S. Royal, M.D.               Director                           May 30, 2001
------------------------------------
Frank S. Royal, M.D.

/s/ Harold T. Shapiro                  Director                           May 30, 2001
------------------------------------
Harold T. Shapiro
</TABLE>


<PAGE>   7

                                  EXHIBIT INDEX

<TABLE>
<S>               <C>
Exhibit 4.1       Restated Certificate of Incorporation of the Registrant,
                  as amended (restated electronically for SEC filing purposes)
                  (filed as Exhibit 1 to the Registrant's Form 8-A/A, Amendment
                  No. 1, dated October 19, 2000 and incorporated herein by
                  reference).

Exhibit 4.2       Second Amended and Restated Bylaws of the Registrant
                  (filed as Exhibit 3 to the Registrant's Form 8-A/A, Amendment
                  No. 1, dated October 19, 2000 and incorporated herein by
                  reference).

Exhibit 4.3       Specimen Certificate for shares of Common Stock, par value
                  $.01 per share, of the Registrant (filed as Exhibit 4 to the
                  Registrant's Form 8-A/A dated October 19, 2000 and
                  incorporated herein by reference).

Exhibit 23        Consent of Ernst & Young LLP, independent auditors (filed
                  herewith).

Exhibit 24        Power of Attorney (included in the signature page of this
                  Registration Statement).
</TABLE>
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{"company-data": {"conformed-name": "HCA THE HEALTHCARE CO", "cik": "0000860730", "assigned-sic": "8062", "irs-number": "752497104", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61930", "film-number": "1651056"}, "business-address": {"street1": "ONE PARK PLZ", "city": "NASHVILLE", "state": "TN", "zip": "37203", "phone": "6153449551"}, "mail-address": {"street1": "ONE PARK PLAZA", "city": "NASHVILLE", "state": "TN", "zip": "37203"}, "former-company": [{"former-conformed-name": "COLUMBIA HCA HEALTHCARE CORP", "date-changed": "20000502"}, {"former-conformed-name": "COLUMBIA HCA HEALTHCARE CORP/", "date-changed": "19940314"}, {"former-conformed-name": "COLUMBIA HEALTHCARE CORP", "date-changed": "19930830"}]}
1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          HCA - THE HEALTHCARE COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                                    75-2497104
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                 ONE PARK PLAZA
                           NASHVILLE, TENNESSEE 37203
                    (Address of Principal Executive Offices)

                        HCA EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                JOHN M. FRANCK II
                     VICE PRESIDENT AND CORPORATE SECRETARY
                          HCA - THE HEALTHCARE COMPANY
                                 ONE PARK PLAZA
                           NASHVILLE, TENNESSEE 37203
                                 (615) 344-9551

          (Name, Address, and Telephone Number, Including Area Code, of
                        Registrant's Agent For Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================================

                                        Proposed maximum    Proposed maximum      Amount of
 Title of securities   Amount to be    offering price per  aggregate offering  registration fee
   to be registered    registered(1)        share(2)              price
------------------------------------------------------------------------------------------------
Common Stock,       10,000,000           $36.42           $364,200,000         $91,050
    $.01 par value
================================================================================================
(1)Pursuant to Rule 416(a) under the Securities Act, includes an indeterminate
number of additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

(2)Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is
estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Registrant's Common Stock
on the New York Stock Exchange on May 23, 2001, as reported by The Wall Street
Journal.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         HCA - The Healthcare Company (the "Registrant") has sent or given or
will send or give documents containing the information specified by Part I of
this Form S-8 Registration Statement (the "Registration Statement") to
participants in the plan listed on the cover of this Registration Statement, as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act"). The Registrant is not filing such documents with the SEC, but
these documents constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the SEC, pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference and shall be deemed to be a part hereof from
the date of filing of such document:

(1)      the Registrant's Annual Report on Form 10-K for the year ended December
         31, 2000;

(2)      the Registrant's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2001, and the Registrant's Current Reports on Form 8-K dated
         January 23, 2001, February 6, 2001, April 23, 2001 and May 17, 2001;
         and

(3)      the description of the Registrant's Common Stock, $.01 par value per
         share (the "Common Stock"), contained in the Registrant's Registration
         Statement on Form 8-A/A, Amendment No.1, filed with the SEC and dated
         October 19, 2000, including all amendments and reports filed for the
         purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation") provides that the Registrant will hold harmless
and indemnify each person who was or is made a party to or is
3

threatened to be made a party to or is involved in any actual or threatened
action, suit or proceeding by reason of the fact that he or she was a director
or officer of the Registrant (or was serving at the request of the Registrant as
a director, officer, employee or agent for another entity), to the full extent
authorized by the Delaware General Corporation Law.

         Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation. With respect to any
criminal action or proceeding, a corporation may indemnify a director, officer,
employee or agent who had no reasonable cause to believe his or her conduct was
unlawful against such expenses, judgments, fines and amounts paid. The
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in defending an action brought by or in the right of a
corporation if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation. However, the corporation shall not indemnify a director, officer,
employee or agent in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless a court
finds that, in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper.

         The Certificate of Incorporation provides that to the fullest extent
permitted by Delaware General Corporation Law, as the same exists or may
hereafter be amended, a director of the Registrant shall not be liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director. The Delaware General Corporation Law permits Delaware
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty. However, the statute provides that the
provision may not eliminate or limit a director's liability for (i) breaches of
the director's duty of loyalty to the corporation or its stockholders, (ii) acts
or omissions not in good faith or involving intentional misconduct or known
violations of law, (iii) the payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) transactions in which the director received an
improper personal benefit.

         The Registrant is insured against liabilities that it may incur by
reason of its indemnification of officers and directors in accordance with its
Certificate of Incorporation. In addition, the Registrant, at its expense,
insures directors and officers against certain liabilities that might arise out
of their employment and are not subject to indemnification under the Certificate
of Incorporation.

         The foregoing summaries are necessarily subject to the complete text of
the statutes, Certificate of Incorporation and the agreements referred to above
and are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.
4.1      Restated Certificate of Incorporation of the Registrant, as amended
         (restated electronically for SEC filing purposes) (filed as Exhibit 1
         to the Registrant's Form 8-A/A, Amendment No. 1, dated October 19, 2000
         and incorporated herein by reference).

4.2      Second Amended and Restated Bylaws of the Registrant (filed as Exhibit
         3 to the Registrant's Form 8-A/A, Amendment No. 1, dated October 19,
         2000 and incorporated herein by reference).

4.3      Specimen Certificate for shares of Common Stock, par value $.01 per
         share, of the Registrant (filed as Exhibit 4 to the Registrant's Form
         8-A/A, Amendment No. 1, dated October 19, 2000 and incorporated herein
         by reference).

23       Consent of Ernst & Young LLP, independent auditors (filed herewith).

24       Power of Attorney (included in the signature page of this Registration
         Statement).
4

Item 9.  Undertakings.

         A. The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on this 30th day of
May, 2001.

                                    HCA - THE HEALTHCARE COMPANY

                                    By: /s/ John M. Franck II
                                        ----------------------------------------
                                        John M. Franck II
                                        Vice President and Corporate Secretary

         KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints John M. Franck II, R. Milton Johnson and
Robert A. Waterman, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with the SEC,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated below.
Signature                              Title                                  Date
---------                              -----                                  ----
/s/ Jack O. Bovender, Jr.              President, Chief Executive         May 30, 2001
------------------------------------   Officer and Director (Principal
Jack O. Bovender, Jr.                  Executive Officer)

/s/ David G. Anderson                  Senior Vice President - Finance    May 30, 2001
------------------------------------   and Treasurer (Principal
David G. Anderson                      Financial Officer)

/s/ R. Milton Johnson                  Senior Vice President and          May 30, 2001
------------------------------------   Controller  (Principal
R. Milton Johnson                      Accounting Officer)

/s/ Thomas F. Frist, Jr., M.D.         Chairman of the Board              May 30, 2001
------------------------------------
Thomas F. Frist, Jr., M.D.
6
/s/ Magdalena H. Averhoff, M.D.        Director                           May 30, 2001
------------------------------------
Magdalena H. Averhoff, M.D.

/s/ J. Michael Cook                    Director                           May 30, 2001
------------------------------------
J. Michael Cook

/s/ Martin Feldstein                   Director                           May 30, 2001
------------------------------------
Martin Feldstein

/s/ Frederick W. Gluck                 Director                           May 30, 2001
------------------------------------
Frederick W. Gluck

/s/ Glenda A. Hatchett                 Director                           May 30, 2001
------------------------------------
Glenda A. Hatchett

/s/ T. Michael Long                    Director                           May 30, 2001
------------------------------------
T. Michael Long

/s/ John H. McArthur                   Director                           May 30, 2001
------------------------------------
John H. McArthur

/s/ Thomas S. Murphy                   Director                           May 30, 2001
------------------------------------
Thomas S. Murphy

/s/ Kent C. Nelson                     Director                           May 30, 2001
------------------------------------
Kent C. Nelson

/s/ Frank S. Royal, M.D.               Director                           May 30, 2001
------------------------------------
Frank S. Royal, M.D.

/s/ Harold T. Shapiro                  Director                           May 30, 2001
------------------------------------
Harold T. Shapiro
7

                                  EXHIBIT INDEX
Exhibit 4.1       Restated Certificate of Incorporation of the Registrant,
                  as amended (restated electronically for SEC filing purposes)
                  (filed as Exhibit 1 to the Registrant's Form 8-A/A, Amendment
                  No. 1, dated October 19, 2000 and incorporated herein by
                  reference).

Exhibit 4.2       Second Amended and Restated Bylaws of the Registrant
                  (filed as Exhibit 3 to the Registrant's Form 8-A/A, Amendment
                  No. 1, dated October 19, 2000 and incorporated herein by
                  reference).

Exhibit 4.3       Specimen Certificate for shares of Common Stock, par value
                  $.01 per share, of the Registrant (filed as Exhibit 4 to the
                  Registrant's Form 8-A/A dated October 19, 2000 and
                  incorporated herein by reference).

Exhibit 23        Consent of Ernst & Young LLP, independent auditors (filed
                  herewith).

Exhibit 24        Power of Attorney (included in the signature page of this
                  Registration Statement).