<PAGE>
 
            As filed with the Securities and Exchange Commission on May 11, 1999
                                                   Registration Number 333-_____


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             ---------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933

                                        
                             ---------------------

                           LIFEPOINT HOSPITALS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                      <C>
         Delaware                                                                52-2165845
(State or other jurisdiction of                                     (I.R.S. Employer Identification Number)
 incorporation or organization)

      4525 Harding Road
     Nashville, Tennessee                                                            37205
(Address of Principal Executive Offices)                                          (Zip Code)
</TABLE>

                   LIFEPOINT HOSPITALS, INC. RETIREMENT PLAN
                            (Full Title of the Plan)

                         William F. Carpenter III, Esq.
                             Senior Vice President,
                         General Counsel and Secretary
                           LifePoint Hospitals, Inc.
                               4525 Harding Road
                           Nashville, Tennessee 37205
                                 (615) 344-6261
           (Name, address and telephone number of agent for service)

                             ---------------------

                                   Copies to:
                             Aileen C. Meehan, Esq.
                              Dewey Ballantine LLP
                          1301 Avenue of the Americas
                         New York, New York 10019-6092
                                 (212) 259-8000

                             ---------------------
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------- 
     TITLE OF EACH                                   PROPOSED MAXIMUM         PROPOSED MAXIMUM                          
  CLASS OF SECURITIES          AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING           AMOUNT OF     
    TO BE REGISTERED          REGISTERED(1)              UNIT (2)                PRICE (2)             REGISTRATION FEE 
--------------------------------------------------------------------------------------------------------------------------------- 
<S>                              <C>                       <C>                   <C>                      <C>
Common Stock,                    700,000                   $8.875                $6,212,500               $1,727.08
                                 -------                   ------                ----------               ---------
par value $.01 per
 share (3)
--------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the LifePoint Hospitals, Inc.
     Retirement Plan by reason of any stock dividend, stock split,
     recapitalization, merger, consolidation or reorganization of or by the
     Registrant which results in an increase in the number of the Registrant's
     outstanding shares of Common Stock or shares issuable pursuant to awards
     granted under the plan.

(2)  Estimated for the sole purpose of computing the registration fee.  Pursuant
     to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum
     offering price per unit is calculated as the average of the high and low
     selling prices, as reported on the Nasdaq National Market, of the common
     stock of the registrant on May 7, 1999. 

(3)  Includes Preferred Stock Purchase Rights which, prior to the occurrence of
     certain events, will not be exercisable or evidenced separately from the
     Common Stock. In addition, pursuant to Rule 416(c) under the Securities
     Act, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

                                       2
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following document filed with the Securities and Exchange
Commission by LifePoint Hospitals, Inc. ("LifePoint") (File No. 0-29818) is
incorporated herein by reference and made a part hereof:

     LifePoint's Registration Statement on Form 10, as amended, filed pursuant
     to Section 12 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), including the description of the common stock and
     associated preferred stock purchase rights of LifePoint contained in such
     Registration Statement on Form 10; such description is qualified in its
     entirety by reference to the (i) Certificate of Incorporation of LifePoint
     and (ii) By-Laws of LifePoint, filed as Exhibits 3.1 and 3.2, respectively,
     to this Registration Statement, and any amendment or report filed for the
     purpose of updating that description.

          All documents filed by LifePoint or the LifePoint Retirement Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

          The combined financial statements of LifePoint Hospitals, Inc. and its
subsidiaries at December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998, appearing in LifePoint's Registration
Statement on Form 10, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such combined financial statements are incorporated herein
by reference in reliance upon such report on the authority of such firm as
experts in accounting and auditing.


ITEM 4.  DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          LifePoint is a Delaware corporation.  Reference is made to Section 145
of the Delaware General Corporation Law as to indemnification by LifePoint of
its officers and directors.  The general effect of such law is to empower a
corporation to indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified in

                                      II-1
<PAGE>
 
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified 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 and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

          Article Fourteenth of LifePoint's Certificate of Incorporation (which
Certificate of Incorporation is incorporated by reference as Exhibit 3.1 to this
Registration Statement), provides for the indemnification of LifePoint's
officers and directors in accordance with the Delaware General Corporation Law.
Article Twelfth of LifePoint's Certificate of Incorporation includes, as
permitted by the Delaware General Corporation Law, certain limitations on the
potential personal liability of members of LifePoint's Board of Directors for
monetary damages as a result of actions taken in their capacity as Board
members.

          The directors and officers of LifePoint are covered by insurance
policies indemnifying them against certain liabilities arising under the
Securities Act, which might be incurred by them in such capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The documents listed hereunder are filed as exhibits hereto.

<TABLE>
<CAPTION>
Exhibit Number                     Description
--------------                     -----------
<C>                                <S>
     3.1                           Certificate of Incorporation of LifePoint, as
                                   filed with the Secretary of State of the
                                   State of Delaware on April 27, 1999 and
                                   amended on May 10, 1999.

     3.2                           By-Laws of LifePoint.

     4.1                           Form of Specimen Certificate for LifePoint Hospitals, Inc. common stock, filed as  exhibit 4.1 to
                                   LifePoint Hospitals, Inc. Registration Statement on Form 10 under the Securities Exchange Act of
                                   1934, as amended, is incorporated herein by reference.

     4.2                           Form of Rights Agreement between LifePoint Hospitals, Inc. and National City Bank, as rights
                                   agent, filed as exhibit 4.2 to LifePoint Hospitals, Inc. Registration Statement on Form 10 under
                                   the Securities Exchange Act of 1934, as amended, is incorporated herein by reference.

     5                             Opinion and Consent of Dewey Ballantine LLP.

    23.1                           Consent of Dewey Ballantine LLP (included in Exhibit 5 hereto).
</TABLE> 

                                      II-2
<PAGE>
 
<TABLE>
<CAPTION>
Exhibit Number                     Description
--------------                     -----------
<C>                                <S>
    23.2                           Consent of Ernst & Young LLP.
</TABLE>

          LifePoint will cause the LifePoint Retirement Plan, as amended to
date, to be submitted to the Internal Revenue Service in a timely manner and
will cause to be made all changes required by the IRS in order to qualify such
plan.

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:

              (i) to include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

              (ii) to reflect in the prospectus any facts or events arising
     after the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement; and

              (iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration

                                      II-3
<PAGE>
 
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                      II-4
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, 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, as of the 10th day of
May 1999.

                              LIFEPOINT HOSPITALS, INC.


                              By: /s/ Scott L. Mercy
                                  -------------------------------------
                                                 Scott L. Mercy
                                            Chief Executive Officer


          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
<C>                                            <S>
Date:  May 10, 1999                            By: /s/ R. Milton Johnson
                                                   --------------------------
                                                       R. Milton Johnson
                                                           Director

Date:  May 10, 1999                            By: /s/ Bruce A. Moore
                                                   --------------------------
                                                        Bruce A. Moore
                                                           Director

Date:  May 10, 1999                            By: /s/ John M. Franck II
                                                   --------------------------
                                                       John M. Franck II
                                                           Director

Date:  May 10, 1999                            By: /s/ Scott L. Mercy
                                                   --------------------------
                                                        Scott L. Mercy
                                                    Chief Executive Officer
                                                  (Principal executive officer)


                                               By:/s/ Kenneth C. Donahey
                                                   --------------------------
Date:  May 10 ,1999                                      Kenneth C. Donahey
                                                     Senior Vice President and
                                                     Chief Financial Officer
                                                  (principal financial officer 
                                               and principal accounting officer)
</TABLE>

                                      II-5
<PAGE>
 
      The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustee (or other persons who administer the employee benefit plan) of the
LifePoint Hospitals, Inc. Retirement Plan 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 the 11th day of May,
1999.

                                        LIFEPOINT HOSPITALS, INC.
                                        RETIREMENT PLAN


                                        By: /s/ Neil D. Hemphill
                                            ------------------------------------
                                              Neil D. Hemphill
                                              Senior Vice President of
                                              Administration and Human Resources
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number                    Description
--------------                    -----------
<C>                               <S>
      3.1                         Certificate of Incorporation of LifePoint, as filed with the Secretary of State of the State of
                                  Delaware on April 27, 1999 and amended on May 10, 1999.

      3.2                         By-Laws of LifePoint.

      4.1                         Form of Specimen Certificate for LifePoint Hospitals, Inc. common stock, filed as  exhibit 4.1 to
                                  LifePoint Hospitals, Inc. Registration Statement on Form 10 under the Securities Exchange Act of
                                  1934, as amended, is incorporated herein by reference.

      4.2                         Form of Rights Agreement between LifePoint Hospitals, Inc. and National City Bank, as rights
                                  agent, filed as  exhibit 4.2 to LifePoint Hospitals, Inc. Registration Statement on Form 10 under
                                  the Securities Exchange Act of 1934, as amended, is incorporated herein by reference.

      5                           Opinion and Consent of Dewey Ballantine LLP.

     23.1                         Consent of Dewey Ballantine LLP (included in Exhibit 5 hereto).

     23.2                         Consent of Ernst & Young LLP.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19866}]
{"company-data": {"conformed-name": "LIFEPOINT HOSPITALS INC", "cik": "0001074772", "assigned-sic": "6324", "irs-number": "522165845", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78221", "film-number": "99616809"}, "business-address": {"street1": "4525 HARDING RD", "city": "NASHVILLE", "state": "TN", "zip": "37205", "phone": "9727892732"}, "mail-address": {"street1": "4525 HARDING RD", "city": "NASHVILLE", "state": "TN", "zip": "37205"}, "former-company": {"former-conformed-name": "LIFEPOINT HOSPITALS LLC", "date-changed": "19981207"}}
As filed with the Securities and Exchange Commission on May 11, 1999
                                                   Registration Number 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             ---------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933

                                        
                             ---------------------

                           LIFEPOINT HOSPITALS, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                                                52-2165845
(State or other jurisdiction of                                     (I.R.S. Employer Identification Number)
 incorporation or organization)

      4525 Harding Road
     Nashville, Tennessee                                                            37205
(Address of Principal Executive Offices)                                          (Zip Code)
LIFEPOINT HOSPITALS, INC. RETIREMENT PLAN
                            (Full Title of the Plan)

                         William F. Carpenter III, Esq.
                             Senior Vice President,
                         General Counsel and Secretary
                           LifePoint Hospitals, Inc.
                               4525 Harding Road
                           Nashville, Tennessee 37205
                                 (615) 344-6261
           (Name, address and telephone number of agent for service)

                             ---------------------

                                   Copies to:
                             Aileen C. Meehan, Esq.
                              Dewey Ballantine LLP
                          1301 Avenue of the Americas
                         New York, New York 10019-6092
                                 (212) 259-8000

                             ---------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------- 
     TITLE OF EACH                                   PROPOSED MAXIMUM         PROPOSED MAXIMUM                          
  CLASS OF SECURITIES          AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING           AMOUNT OF     
    TO BE REGISTERED          REGISTERED(1)              UNIT (2)                PRICE (2)             REGISTRATION FEE 
---------------------------------------------------------------------------------------------------------------------------------
Common Stock,                    700,000                   $8.875                $6,212,500               $1,727.08
                                 -------                   ------                ----------               ---------
par value $.01 per
 share (3)
---------------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the LifePoint Hospitals, Inc.
     Retirement Plan by reason of any stock dividend, stock split,
     recapitalization, merger, consolidation or reorganization of or by the
     Registrant which results in an increase in the number of the Registrant's
     outstanding shares of Common Stock or shares issuable pursuant to awards
     granted under the plan.

(2)  Estimated for the sole purpose of computing the registration fee.  Pursuant
     to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum
     offering price per unit is calculated as the average of the high and low
     selling prices, as reported on the Nasdaq National Market, of the common
     stock of the registrant on May 7, 1999. 

(3)  Includes Preferred Stock Purchase Rights which, prior to the occurrence of
     certain events, will not be exercisable or evidenced separately from the
     Common Stock. In addition, pursuant to Rule 416(c) under the Securities
     Act, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following document filed with the Securities and Exchange
Commission by LifePoint Hospitals, Inc. ("LifePoint") (File No. 0-29818) is
incorporated herein by reference and made a part hereof:

     LifePoint's Registration Statement on Form 10, as amended, filed pursuant
     to Section 12 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), including the description of the common stock and
     associated preferred stock purchase rights of LifePoint contained in such
     Registration Statement on Form 10; such description is qualified in its
     entirety by reference to the (i) Certificate of Incorporation of LifePoint
     and (ii) By-Laws of LifePoint, filed as Exhibits 3.1 and 3.2, respectively,
     to this Registration Statement, and any amendment or report filed for the
     purpose of updating that description.

          All documents filed by LifePoint or the LifePoint Retirement Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

          The combined financial statements of LifePoint Hospitals, Inc. and its
subsidiaries at December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998, appearing in LifePoint's Registration
Statement on Form 10, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such combined financial statements are incorporated herein
by reference in reliance upon such report on the authority of such firm as
experts in accounting and auditing.

ITEM 4.  DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          LifePoint is a Delaware corporation.  Reference is made to Section 145
of the Delaware General Corporation Law as to indemnification by LifePoint of
its officers and directors.  The general effect of such law is to empower a
corporation to indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified in

                                      II-1
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified 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 and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

          Article Fourteenth of LifePoint's Certificate of Incorporation (which
Certificate of Incorporation is incorporated by reference as Exhibit 3.1 to this
Registration Statement), provides for the indemnification of LifePoint's
officers and directors in accordance with the Delaware General Corporation Law.
Article Twelfth of LifePoint's Certificate of Incorporation includes, as
permitted by the Delaware General Corporation Law, certain limitations on the
potential personal liability of members of LifePoint's Board of Directors for
monetary damages as a result of actions taken in their capacity as Board
members.

          The directors and officers of LifePoint are covered by insurance
policies indemnifying them against certain liabilities arising under the
Securities Act, which might be incurred by them in such capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The documents listed hereunder are filed as exhibits hereto.
Exhibit Number                     Description
--------------                     -----------
3.1                           Certificate of Incorporation of LifePoint, as
                                   filed with the Secretary of State of the
                                   State of Delaware on April 27, 1999 and
                                   amended on May 10, 1999.

     3.2                           By-Laws of LifePoint.

     4.1                           Form of Specimen Certificate for LifePoint Hospitals, Inc. common stock, filed as  exhibit 4.1 to
                                   LifePoint Hospitals, Inc. Registration Statement on Form 10 under the Securities Exchange Act of
                                   1934, as amended, is incorporated herein by reference.

     4.2                           Form of Rights Agreement between LifePoint Hospitals, Inc. and National City Bank, as rights
                                   agent, filed as exhibit 4.2 to LifePoint Hospitals, Inc. Registration Statement on Form 10 under
                                   the Securities Exchange Act of 1934, as amended, is incorporated herein by reference.

     5                             Opinion and Consent of Dewey Ballantine LLP.

    23.1                           Consent of Dewey Ballantine LLP (included in Exhibit 5 hereto).
II-2
Exhibit Number                     Description
--------------                     -----------
23.2                           Consent of Ernst & Young LLP.
LifePoint will cause the LifePoint Retirement Plan, as amended to
date, to be submitted to the Internal Revenue Service in a timely manner and
will cause to be made all changes required by the IRS in order to qualify such
plan.

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:

              (i) to include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

              (ii) to reflect in the prospectus any facts or events arising
     after the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement; and

              (iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration

                                      II-3
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, 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, as of the 10th day of
May 1999.

                              LIFEPOINT HOSPITALS, INC.

                              By: /s/ Scott L. Mercy
                                  -------------------------------------
                                                 Scott L. Mercy
                                            Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date:  May 10, 1999                            By: /s/ R. Milton Johnson
                                                   --------------------------
                                                       R. Milton Johnson
                                                           Director

Date:  May 10, 1999                            By: /s/ Bruce A. Moore
                                                   --------------------------
                                                        Bruce A. Moore
                                                           Director

Date:  May 10, 1999                            By: /s/ John M. Franck II
                                                   --------------------------
                                                       John M. Franck II
                                                           Director

Date:  May 10, 1999                            By: /s/ Scott L. Mercy
                                                   --------------------------
                                                        Scott L. Mercy
                                                    Chief Executive Officer
                                                  (Principal executive officer)

                                               By:/s/ Kenneth C. Donahey
                                                   --------------------------
Date:  May 10 ,1999                                      Kenneth C. Donahey
                                                     Senior Vice President and
                                                     Chief Financial Officer
                                                  (principal financial officer 
                                               and principal accounting officer)
II-5
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustee (or other persons who administer the employee benefit plan) of the
LifePoint Hospitals, Inc. Retirement Plan 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 the 11th day of May,
1999.

                                        LIFEPOINT HOSPITALS, INC.
                                        RETIREMENT PLAN

                                        By: /s/ Neil D. Hemphill
                                            ------------------------------------
                                              Neil D. Hemphill
                                              Senior Vice President of
                                              Administration and Human Resources
INDEX TO EXHIBITS
Exhibit Number                    Description
--------------                    -----------
3.1                         Certificate of Incorporation of LifePoint, as filed with the Secretary of State of the State of
                                  Delaware on April 27, 1999 and amended on May 10, 1999.

      3.2                         By-Laws of LifePoint.

      4.1                         Form of Specimen Certificate for LifePoint Hospitals, Inc. common stock, filed as  exhibit 4.1 to
                                  LifePoint Hospitals, Inc. Registration Statement on Form 10 under the Securities Exchange Act of
                                  1934, as amended, is incorporated herein by reference.

      4.2                         Form of Rights Agreement between LifePoint Hospitals, Inc. and National City Bank, as rights
                                  agent, filed as  exhibit 4.2 to LifePoint Hospitals, Inc. Registration Statement on Form 10 under
                                  the Securities Exchange Act of 1934, as amended, is incorporated herein by reference.

      5                           Opinion and Consent of Dewey Ballantine LLP.

     23.1                         Consent of Dewey Ballantine LLP (included in Exhibit 5 hereto).

     23.2                         Consent of Ernst & Young LLP.