<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)

            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. MANAGEMENT STOCK PURCHASE PLAN
             LIFEPOINT HOSPITALS, INC. OUTSIDE DIRECTOR'S STOCK AND 
                          INCENTIVE COMPENSATION PLAN
                           (Full Title of the Plans)

                         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>
Management Stock                                                                                           
 Purchase Plan

Common Stock,
 par value $.01 per
 share (3)                       250,000             $8.875                     $2,218,750                $ 616.81
--------------------------------------------------------------------------------------------------------------------------
Outside Director's                                                                                          
 Stock and Incentive
 Compensation Plan

Common Stock,
 par value $.01 per
 share (3)                       175,000             $8.875                     $1,553,125                $ 431.77
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the LifePoint Hospitals, Inc.
     Management Stock Purchase Plan or the LifePoint Hospitals, Inc. Outside
     Director's Stock and Incentive Compensation 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 such plans.

(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.

                                       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 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
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the 

                                      II-1
<PAGE>
 
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).

    23.2             Consent of Ernst & Young LLP.

                                      II-2
<PAGE>
 
Exhibit Number       Description
--------------       -----------
    99.1             Form of LifePoint Hospitals, Inc. Management Stock 
                     Purchase Plan, filed as exhibit 10.11 to LifePoint
                     Hospitals, Inc. Registration Statement on Form 10 under the
                     Securities Exchange Act of 1934, as amended, is
                     incorporated herein by reference.

    99.2             Form of LifePoint Hospitals, Inc. Outside Directors Stock
                     and Incentive Compensation Plan, filed as exhibit 10.10 to
                     LifePoint Hospitals, Inc. Registration Statement on Form 10
                     under the Securities Exchange Act of 1934, as amended, is
                     incorporated herein by reference.

   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.

                                      II-3
<PAGE>
 
     (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 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.

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)


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

    99.1                Form of LifePoint Hospitals, Inc Management Stock
                        Purchase Plan, filed as exhibit 10.11 to LifePoint
                        Hospitals, Inc. Registration Statement on Form 10 under
                        the Securities Exchange Act of 1934, as amended, is
                        incorporated herein by reference.
    
    99.2                Form of LifePoint Hospitals, Inc. Outside Directors
                        Stock and Incentive Compensation Plan, filed as exhibit
                        10.10 to LifePoint Hospitals, Inc. Registration
                        Statement on Form 10 under the Securities Exchange Act
                        of 1934, as amended, is incorporated herein by
                        reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19840}]
{"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": "333-78185", "film-number": "99616434"}, "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. MANAGEMENT STOCK PURCHASE PLAN
             LIFEPOINT HOSPITALS, INC. OUTSIDE DIRECTOR'S STOCK AND 
                          INCENTIVE COMPENSATION PLAN
                           (Full Title of the Plans)

                         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 
----------------------------------------------------------------------------------------------------------------------------
Management Stock                                                                                           
 Purchase Plan

Common Stock,
 par value $.01 per
 share (3)                       250,000             $8.875                     $2,218,750                $ 616.81
--------------------------------------------------------------------------------------------------------------------------
Outside Director's                                                                                          
 Stock and Incentive
 Compensation Plan

Common Stock,
 par value $.01 per
 share (3)                       175,000             $8.875                     $1,553,125                $ 431.77
--------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the LifePoint Hospitals, Inc.
     Management Stock Purchase Plan or the LifePoint Hospitals, Inc. Outside
     Director's Stock and Incentive Compensation 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 such plans.

(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.

                                       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 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
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the 

                                      II-1
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).

    23.2             Consent of Ernst & Young LLP.

                                      II-2
Exhibit Number       Description
--------------       -----------
    99.1             Form of LifePoint Hospitals, Inc. Management Stock 
                     Purchase Plan, filed as exhibit 10.11 to LifePoint
                     Hospitals, Inc. Registration Statement on Form 10 under the
                     Securities Exchange Act of 1934, as amended, is
                     incorporated herein by reference.

    99.2             Form of LifePoint Hospitals, Inc. Outside Directors Stock
                     and Incentive Compensation Plan, filed as exhibit 10.10 to
                     LifePoint Hospitals, Inc. Registration Statement on Form 10
                     under the Securities Exchange Act of 1934, as amended, is
                     incorporated herein by reference.

   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.

                                      II-3
(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 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)

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

    99.1                Form of LifePoint Hospitals, Inc Management Stock
                        Purchase Plan, filed as exhibit 10.11 to LifePoint
                        Hospitals, Inc. Registration Statement on Form 10 under
                        the Securities Exchange Act of 1934, as amended, is
                        incorporated herein by reference.
    
    99.2                Form of LifePoint Hospitals, Inc. Outside Directors
                        Stock and Incentive Compensation Plan, filed as exhibit
                        10.10 to LifePoint Hospitals, Inc. Registration
                        Statement on Form 10 under the Securities Exchange Act
                        of 1934, as amended, is incorporated herein by
                        reference.