AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2000
                                             REGISTRATION NO.  333-___________
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

                       COMMUNITY HEALTH SYSTEMS, INC.
           (Exact name of registrant as specified in its charter)

               DELAWARE                                   13-3893191
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                  Identification Number)

                        155 FRANKLIN ROAD, SUITE 400
                         BRENTWOOD, TENNESSEE 37027
            (Address of Principal Executive Offices) (Zip Code)

                 COMMUNITY HEALTH SYSTEMS, INC. 401(K) PLAN
      COMMUNITY HEALTH SYSTEMS, INC. 2000 STOCK OPTION AND AWARD PLAN
                         (Full title of the plans)

                             RACHEL A. SEIFERT
               VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                        155 FRANKLIN ROAD, SUITE 400
                         BRENTWOOD, TENNESSEE 37027
                               (615) 373-9600
         (Name, address, and telephone number of agent for service)


<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE

===================================================================================================================
                                                           PROPOSED
                                                           MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES                AMOUNT TO BE         OFFERING PRICE        AGGREGATE             AMOUNT OF
 TO BE REGISTERED                 REGISTERED (1)          PER SHARE        OFFERING PRICE (2)    REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                 <C>                    <C>
Common Stock, par value
$0.01 per share (the
"Common Stock")                   1,000,000 shares       $19.38(2)         $19,380,000            $5,117
-------------------------------------------------------------------------------------------------------------------
Common Stock                      792,791 shares         $19.38(2)         $15,364,290            $4,056
-------------------------------------------------------------------------------------------------------------------
Common Stock                      3,770,000 shares       $13.00(3)         $49,010,000            $12,939
-------------------------------------------------------------------------------------------------------------------
Total                             5,562,791 shares             --          $83,754,290            $22,112
-------------------------------------------------------------------------------------------------------------------

<FN>
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issued  in the  event of stock  splits,  stock  dividends  or  similar
     transactions  in  accordance  with Rule 416 of the  Securities  Act of
     1933, as amended (the "Securities  Act"). This Registration  Statement
     registers the  following  number of shares of Common Stock that may be
     issued under each of the following  plans:  4,562,791  pursuant to the
     Community  Health Systems,  Inc. 2000 Stock Option and Award Plan; and
     1,000,000 pursuant to the Community Health Systems,  Inc. 401(k) Plan.
     In  addition,  pursuant to Rule  416(c) of the  Securities  Act,  this
     Registration   Statement  also  covers  an  indeterminate   amount  of
     interests that may be issued pursuant to the Community Health Systems,
     Inc. 401(k) Plan described herein.

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(c) and (h) of the  Securities  Act based upon the
     average  of the high and low  sales  prices  for the  Common  Stock as
     reported by the New York Stock Exchange on August 28, 2000.

(3)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(h) of the Securities Act.
</FN>
</TABLE>


EXPLANATORY NOTE

     On April 25, 2000, we adopted the Community Health Systems,  Inc. 2000
Stock Option and Award Plan (the "Option Plan") pursuant to which a maximum
of 4,562,791 shares of Common Stock may be issued.  In addition,  effective
as of September  1, 2000,  the Common  Stock is an  investment  alternative
under the Community  Health Systems,  Inc. 401(k) Plan (the "401(k) Plan").
The  purpose  of this  Registration  Statement  on Form S-8 is to  register
4,562,791  shares of Common  Stock that may be issued under the Option Plan
and  1,000,000  shares of Common  Stock that may be issued under the 401(k)
Plan. This Registration Statement also registers an indeterminate amount of
interests that may be issued pursuant to the provisions of the 401(k) Plan.

                                   PART I

     Holders of awards  granted under the Option Plan and  participants  in
the 401(k) Plan will be provided with the documents containing  information
specified by Part I of this Registration  Statement in accordance with Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the  Securities  Act.  These  documents  constitute,  along  with the
documents  incorporated  by  reference  into  this  Registration  Statement
pursuant to Item 3 of Part II, 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

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms or access our SEC  filings on the SEC's web
site at  http://www.sec.gov.  Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange located at 20 Broad Street, New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by reference  the following  documents and any future  filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  prior to the
termination of the offerings registered on this Registration Statement:

      o   Our  prospectus  filed with the SEC on June 9, 2000  pursuant  to
          Rule  424(b)  of  the  Securities  Act  in  connection  with  our
          Registration   Statement  on  Form  S-1  (File  No.   333-31790),
          originally filed by us under the Securities Act on March 6, 2000,
          as amended,  which  prospectus  includes  our  audited  financial
          statements  for the fiscal year ended December 31, 1999 and which
          describes the terms of the Common Stock;

      o   Our Registration Statement on Form 8-A filed with the SEC on June
          5, 2000, which describes the terms of the Common Stock; and

      o   Our Quarterly  Report on Form 10-Q for the quarterly period ended
          June 30, 2000 filed with the SEC on August 11, 2000.

     Item 4. Description of Securities

     Not  applicable.

     Item 5. Interests of Named Experts and Counsel

     Certain legal  matters with respect to the issuance of the  securities
offered hereby will be passed upon for us by Fried, Frank, Harris,  Shriver
& Jacobson (a partnership including professional corporations).

     Item 6. Indemnification of Directors and Officers

     Our Certificate of Incorporation limits the liability of our directors
to us and our  stockholders to the fullest extent permitted by Delaware law
for monetary damages for breach of fiduciary duty as a director, except for
liability:

     o    for any  breach of the  director's  duty of  loyalty to us or our
          stockholders;

     o    for  acts or  omissions  which  are not in good  faith  or  which
          involve intentional misconduct or knowing violation of the law;

     o    under Section 174 of the Delaware General  Corporation Law, which
          concerns  unlawful  payment of  dividends,  stock  purchases,  or
          redemption; and

     o    for any transaction from which the director shall have derived an
          improper personal benefit.

     In addition, our Certificate of Incorporation and By-Laws provide that
our  directors  and  officers  will be  indemnified  to the fullest  extent
permitted by Delaware  law.  This  indemnification  is not exclusive of any
other rights that our directors and officers may be entitled to.

     We have entered into indemnification agreements with our directors and
executive  officers.  These agreements  contain provisions that may require
us, among other things, to indemnify these directors and executive officers
against  certain  liabilities  that may arise  because  of their  status or
service as directors or executive officers, advance their expenses incurred
as a  result  of any  proceeding  against  them as to which  they  could be
indemnified and obtain directors' and officers' liability insurance.

     Beyond  this,  we maintain  our  directors'  and  officers'  liability
insurance to provide our directors and officers with insurance coverage for
losses  arising  from claims for  breaches of duty,  negligence,  error and
other wrongful acts.

     Section 145 of the  Delaware  General  Corporation  Law  provides,  in
substance, that Delaware corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents
in connection with actions,  suits or proceedings brought against them by a
third party or in the right of the corporation,  by reason of the fact that
they were or are directors, officers, employees or agents, against expenses
incurred in any such action,  suit or  proceedings.  The  Delaware  General
Corporation  Law also  provides  that  Delaware  corporations  may purchase
insurance on behalf of any director, officer, employee or agent.

     Our Option Plan provides that no member of the committee administering
the Option Plan is liable for any action,  failure to act, determination or
interpretation  made in good faith with  respect to the Option  Plan or any
transaction  under  it.  Accordingly,  we  have  agreed  to  indemnify  the
committee members for all costs and expenses and, to the extent permissible
by applicable  law, any liability  incurred in  connection  with  defending
against,  responding to, negotiating for settlement of or otherwise dealing
with  any  claim,  cause of  action  or  dispute  of any  kind  arising  in
connection  with  any  actions  in  administering  the  Option  Plan  or in
authorizing or denying authorization to any transaction under it.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1**               Our Restated Certificate of Incorporation filed as
                    Exhibit 3.1 to our Form 10-Q for the quarterly period
                    ended June 30, 2000.

4.2**               Our Restated By-Laws filed as Exhibit 3.2 to our Form
                    10-Q for the quarterly period ended June 30, 2000.

4.3*                Community Health Systems, Inc. 401(k) Plan.

4.4*                Community Health Systems, Inc. 2000 Stock Option and
                    Award Plan.

5*                  Opinion of Fried, Frank, Harris, Shriver & Jacobson as
                    to the legality of securities offered under the
                    Community Health Systems, Inc. 401(k) Plan and the
                    Community Health Systems, Inc. 2000 Stock Option and
                    Award Plan.

23.1*               Consent of Deloitte & Touche LLP.

23.2                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5).

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

--------------------------
*    Filed herewith.
**   Incorporated by reference.

     Item 9. Undertakings

     (a)  We hereby undertake:

          (1)  To submit the 401(k) Plan and any  amendment  thereto to the
               Internal  Revenue Service (the "IRS") in a timely manner and
               make all changes required by the IRS in order to qualify the
               401(k) Plan.

          (2)  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;

               (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 the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included in a  post-effective  amendment by those  paragraphs  is
          contained  in  periodic  reports  we filed  under  Section  13 or
          Section  15(d)  of the  Exchange  Act that  are  incorporated  by
          reference in the Registration Statement.

          (3)  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.

          (4)  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) We undertake  that, for the purpose of  determining  any liability
under the  Securities  Act,  each filing of our annual  report  pursuant to
Section 13(a) or Section 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 those
securities  at that  time  will  be  deemed  to be the  initial  bona  fide
offering.

     (c) To the extent that  indemnification  for liabilities arising under
the  Securities  Act  may be  permitted  to  our  directors,  officers  and
controlling  persons in accordance with the provisions  described in Item 6
of this Registration Statement, or otherwise, we have been advised that, in
the  opinion  of the SEC,  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 us of expenses  incurred  or paid by one of our  directors,
officers or controlling  persons in the  successful  defense of any action,
suit or  proceeding)  is  asserted by a  director,  officer or  controlling
person in connection with the securities being registered,  we will, unless
in the opinion of our counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether  indemnification  is  against  public  policy as  expressed  in the
Securities Act and will be governed by the final adjudication of the issue.
<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8, and have duly caused this Registration  Statement to be
signed on our behalf by the undersigned,  thereunto duly authorized, in the
City of Brentwood, State of Tennessee, on August 31, 2000.

                                   COMMUNITY HEALTH SYSTEMS, INC.


                                   /s/ Wayne T. Smith
                                   -------------------------------------
                                   By:  Wayne T. Smith
                                   Title:  President and
                                           Chief Executive Officer


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes  and appoints Wayne T. Smith, as his or her true
and lawful  attorney-in-fact and agent with full powers of substitution and
resubstitution,  for him or her in his or her name, place and stead, in any
and all  capacities,  to sign any and all  amendments to this  Registration
Statement (including post-effective amendments), and any and all additional
registration  statements  pursuant to Instruction E to Form S-8 and any and
all  documents  in  connection  therewith,  and to file the same,  with all
exhibits  thereto,  and other documents in connection  therewith,  with the
SEC, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing  requisite  and necessary to
be done in and about the premises in order to effectuate the same, as fully
to all intents and  purposes as he or she might or could do in person,  and
hereby   ratifies,   approves  and  confirms  all  that  his  or  her  said
attorney-in-fact  and agent, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

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

<S>                          <C>                                         <C>
                             President, Chief Executive Officer and
/s/ Wayne T. Smith           Director (principal executive officer)      August 31, 2000
-------------------------
Wayne T. Smith

                             Executive Vice President and Chief
/s/ W. Larry Cash            Financial Officer (principal financial
-------------------------    officer)                                    August 31, 2000
W. Larry Cash

/s/ T. Mark Buford           Vice President and Corporate Controller
-------------------------    (principal accounting officer)              August 31, 2000
T. Mark Buford


/s/ Sheila P. Burke
-------------------------    Director                                    August 31, 2000
Sheila P. Burke


/s/ Robert J. Dole
-------------------------    Director                                    August 31, 2000
Robert J. Dole


/s/ J. Anthony Forstmann
-------------------------    Director                                    August 31, 2000
J. Anthony Forstmann


/s/ Nicholas C. Forstmann
-------------------------    Director                                    August 31, 2000
Nicholas C. Forstmann


/s/ Theodore J. Forstmann
-------------------------    Director                                    August 31, 2000
Theodore J. Forstmann


/s/ Dale F. Frey
-------------------------    Director                                    August 31, 2000
Dale F. Frey


/s/ Sandra J. Horbach
-------------------------    Director                                    August 31, 2000
Sandra J. Horbach


/s/ Thomas H. Lister
-------------------------    Director                                    August 31, 2000
Thomas H. Lister


/s/ Michael A. Miles
-------------------------    Director                                    August 31, 2000
Michael A. Miles


/s/ Samuel A. Nunn
-------------------------    Director                                    August 31, 2000
Samuel A. Nunn


Constituting a majority of the Board of Directors.
</TABLE>
<PAGE>
     Pursuant to the  requirements of the Securities Act,  Community Health
Systems,  Inc.,  which  administers  the 401(k) Plan,  has duly caused this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized, in the City of Brentwood, State of Tennessee, on
August 31, 2000.

                                        COMMUNITY HEALTH SYSTEMS, INC.


                                        /s/ Wayne T. Smith
                                        ----------------------------------
                                        By:  Wayne T. Smith
                                        Title:  President and
                                                Chief Executive Officer

<PAGE>


                             Index to Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1**               Our Restated Certificate of Incorporation filed as
                    Exhibit 3.1 to our Form 10-Q for the quarterly period
                    ended June 30, 2000.

4.2**               Our Restated By-Laws filed as Exhibit 3.2 to our Form
                    10-Q for the quarterly period ended June 30, 2000.

4.3*                Community Health Systems, Inc. 401(k) Plan.

4.4*                Community Health Systems, Inc. 2000 Stock Option and
                    Award Plan.

5*                  Opinion of Fried, Frank, Harris, Shriver & Jacobson as
                    to the legality of securities offered under the
                    Community Health Systems, Inc. 401(k) Plan and the
                    Community Health Systems, Inc. 2000 Stock Option and
                    Award Plan.

23.1*               Consent of Deloitte & Touche LLP.

23.2                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5).

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

--------------------------
*    Filed herewith.
**   Incorporated by reference.
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{"company-data": {"conformed-name": "COMMUNITY HEALTH SYSTEMS INC/", "cik": "0001108109", "assigned-sic": "8062", "irs-number": "133893191", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44870", "film-number": "714217"}, "business-address": {"street1": "155 FRANKLIN ROAD SUITE 400", "city": "BRENTWOOD", "state": "TN", "zip": "37027", "phone": "6153739600"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2000
                                             REGISTRATION NO.  333-___________
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

                       COMMUNITY HEALTH SYSTEMS, INC.
           (Exact name of registrant as specified in its charter)

               DELAWARE                                   13-3893191
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                  Identification Number)

                        155 FRANKLIN ROAD, SUITE 400
                         BRENTWOOD, TENNESSEE 37027
            (Address of Principal Executive Offices) (Zip Code)

                 COMMUNITY HEALTH SYSTEMS, INC. 401(K) PLAN
      COMMUNITY HEALTH SYSTEMS, INC. 2000 STOCK OPTION AND AWARD PLAN
                         (Full title of the plans)

                             RACHEL A. SEIFERT
               VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                        155 FRANKLIN ROAD, SUITE 400
                         BRENTWOOD, TENNESSEE 37027
                               (615) 373-9600
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

===================================================================================================================
                                                           PROPOSED
                                                           MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES                AMOUNT TO BE         OFFERING PRICE        AGGREGATE             AMOUNT OF
 TO BE REGISTERED                 REGISTERED (1)          PER SHARE        OFFERING PRICE (2)    REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share (the
"Common Stock")                   1,000,000 shares       $19.38(2)         $19,380,000            $5,117
-------------------------------------------------------------------------------------------------------------------
Common Stock                      792,791 shares         $19.38(2)         $15,364,290            $4,056
-------------------------------------------------------------------------------------------------------------------
Common Stock                      3,770,000 shares       $13.00(3)         $49,010,000            $12,939
-------------------------------------------------------------------------------------------------------------------
Total                             5,562,791 shares             --          $83,754,290            $22,112
-------------------------------------------------------------------------------------------------------------------
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issued  in the  event of stock  splits,  stock  dividends  or  similar
     transactions  in  accordance  with Rule 416 of the  Securities  Act of
     1933, as amended (the "Securities  Act"). This Registration  Statement
     registers the  following  number of shares of Common Stock that may be
     issued under each of the following  plans:  4,562,791  pursuant to the
     Community  Health Systems,  Inc. 2000 Stock Option and Award Plan; and
     1,000,000 pursuant to the Community Health Systems,  Inc. 401(k) Plan.
     In  addition,  pursuant to Rule  416(c) of the  Securities  Act,  this
     Registration   Statement  also  covers  an  indeterminate   amount  of
     interests that may be issued pursuant to the Community Health Systems,
     Inc. 401(k) Plan described herein.

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(c) and (h) of the  Securities  Act based upon the
     average  of the high and low  sales  prices  for the  Common  Stock as
     reported by the New York Stock Exchange on August 28, 2000.

(3)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(h) of the Securities Act.
EXPLANATORY NOTE

     On April 25, 2000, we adopted the Community Health Systems,  Inc. 2000
Stock Option and Award Plan (the "Option Plan") pursuant to which a maximum
of 4,562,791 shares of Common Stock may be issued.  In addition,  effective
as of September  1, 2000,  the Common  Stock is an  investment  alternative
under the Community  Health Systems,  Inc. 401(k) Plan (the "401(k) Plan").
The  purpose  of this  Registration  Statement  on Form S-8 is to  register
4,562,791  shares of Common  Stock that may be issued under the Option Plan
and  1,000,000  shares of Common  Stock that may be issued under the 401(k)
Plan. This Registration Statement also registers an indeterminate amount of
interests that may be issued pursuant to the provisions of the 401(k) Plan.

                                   PART I

     Holders of awards  granted under the Option Plan and  participants  in
the 401(k) Plan will be provided with the documents containing  information
specified by Part I of this Registration  Statement in accordance with Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the  Securities  Act.  These  documents  constitute,  along  with the
documents  incorporated  by  reference  into  this  Registration  Statement
pursuant to Item 3 of Part II, 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

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms or access our SEC  filings on the SEC's web
site at  http://www.sec.gov.  Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange located at 20 Broad Street, New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by reference  the following  documents and any future  filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  prior to the
termination of the offerings registered on this Registration Statement:

      o   Our  prospectus  filed with the SEC on June 9, 2000  pursuant  to
          Rule  424(b)  of  the  Securities  Act  in  connection  with  our
          Registration   Statement  on  Form  S-1  (File  No.   333-31790),
          originally filed by us under the Securities Act on March 6, 2000,
          as amended,  which  prospectus  includes  our  audited  financial
          statements  for the fiscal year ended December 31, 1999 and which
          describes the terms of the Common Stock;

      o   Our Registration Statement on Form 8-A filed with the SEC on June
          5, 2000, which describes the terms of the Common Stock; and

      o   Our Quarterly  Report on Form 10-Q for the quarterly period ended
          June 30, 2000 filed with the SEC on August 11, 2000.

     Item 4. Description of Securities

     Not  applicable.

     Item 5. Interests of Named Experts and Counsel

     Certain legal  matters with respect to the issuance of the  securities
offered hereby will be passed upon for us by Fried, Frank, Harris,  Shriver
& Jacobson (a partnership including professional corporations).

     Item 6. Indemnification of Directors and Officers

     Our Certificate of Incorporation limits the liability of our directors
to us and our  stockholders to the fullest extent permitted by Delaware law
for monetary damages for breach of fiduciary duty as a director, except for
liability:

     o    for any  breach of the  director's  duty of  loyalty to us or our
          stockholders;

     o    for  acts or  omissions  which  are not in good  faith  or  which
          involve intentional misconduct or knowing violation of the law;

     o    under Section 174 of the Delaware General  Corporation Law, which
          concerns  unlawful  payment of  dividends,  stock  purchases,  or
          redemption; and

     o    for any transaction from which the director shall have derived an
          improper personal benefit.

     In addition, our Certificate of Incorporation and By-Laws provide that
our  directors  and  officers  will be  indemnified  to the fullest  extent
permitted by Delaware  law.  This  indemnification  is not exclusive of any
other rights that our directors and officers may be entitled to.

     We have entered into indemnification agreements with our directors and
executive  officers.  These agreements  contain provisions that may require
us, among other things, to indemnify these directors and executive officers
against  certain  liabilities  that may arise  because  of their  status or
service as directors or executive officers, advance their expenses incurred
as a  result  of any  proceeding  against  them as to which  they  could be
indemnified and obtain directors' and officers' liability insurance.

     Beyond  this,  we maintain  our  directors'  and  officers'  liability
insurance to provide our directors and officers with insurance coverage for
losses  arising  from claims for  breaches of duty,  negligence,  error and
other wrongful acts.

     Section 145 of the  Delaware  General  Corporation  Law  provides,  in
substance, that Delaware corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents
in connection with actions,  suits or proceedings brought against them by a
third party or in the right of the corporation,  by reason of the fact that
they were or are directors, officers, employees or agents, against expenses
incurred in any such action,  suit or  proceedings.  The  Delaware  General
Corporation  Law also  provides  that  Delaware  corporations  may purchase
insurance on behalf of any director, officer, employee or agent.

     Our Option Plan provides that no member of the committee administering
the Option Plan is liable for any action,  failure to act, determination or
interpretation  made in good faith with  respect to the Option  Plan or any
transaction  under  it.  Accordingly,  we  have  agreed  to  indemnify  the
committee members for all costs and expenses and, to the extent permissible
by applicable  law, any liability  incurred in  connection  with  defending
against,  responding to, negotiating for settlement of or otherwise dealing
with  any  claim,  cause of  action  or  dispute  of any  kind  arising  in
connection  with  any  actions  in  administering  the  Option  Plan  or in
authorizing or denying authorization to any transaction under it.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1**               Our Restated Certificate of Incorporation filed as
                    Exhibit 3.1 to our Form 10-Q for the quarterly period
                    ended June 30, 2000.

4.2**               Our Restated By-Laws filed as Exhibit 3.2 to our Form
                    10-Q for the quarterly period ended June 30, 2000.

4.3*                Community Health Systems, Inc. 401(k) Plan.

4.4*                Community Health Systems, Inc. 2000 Stock Option and
                    Award Plan.

5*                  Opinion of Fried, Frank, Harris, Shriver & Jacobson as
                    to the legality of securities offered under the
                    Community Health Systems, Inc. 401(k) Plan and the
                    Community Health Systems, Inc. 2000 Stock Option and
                    Award Plan.

23.1*               Consent of Deloitte & Touche LLP.

23.2                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5).

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

--------------------------
*    Filed herewith.
**   Incorporated by reference.

     Item 9. Undertakings

     (a)  We hereby undertake:

          (1)  To submit the 401(k) Plan and any  amendment  thereto to the
               Internal  Revenue Service (the "IRS") in a timely manner and
               make all changes required by the IRS in order to qualify the
               401(k) Plan.

          (2)  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;

               (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 the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included in a  post-effective  amendment by those  paragraphs  is
          contained  in  periodic  reports  we filed  under  Section  13 or
          Section  15(d)  of the  Exchange  Act that  are  incorporated  by
          reference in the Registration Statement.

          (3)  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.

          (4)  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) We undertake  that, for the purpose of  determining  any liability
under the  Securities  Act,  each filing of our annual  report  pursuant to
Section 13(a) or Section 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 those
securities  at that  time  will  be  deemed  to be the  initial  bona  fide
offering.

     (c) To the extent that  indemnification  for liabilities arising under
the  Securities  Act  may be  permitted  to  our  directors,  officers  and
controlling  persons in accordance with the provisions  described in Item 6
of this Registration Statement, or otherwise, we have been advised that, in
the  opinion  of the SEC,  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 us of expenses  incurred  or paid by one of our  directors,
officers or controlling  persons in the  successful  defense of any action,
suit or  proceeding)  is  asserted by a  director,  officer or  controlling
person in connection with the securities being registered,  we will, unless
in the opinion of our counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether  indemnification  is  against  public  policy as  expressed  in the
Securities Act and will be governed by the final adjudication of the issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8, and have duly caused this Registration  Statement to be
signed on our behalf by the undersigned,  thereunto duly authorized, in the
City of Brentwood, State of Tennessee, on August 31, 2000.

                                   COMMUNITY HEALTH SYSTEMS, INC.

                                   /s/ Wayne T. Smith
                                   -------------------------------------
                                   By:  Wayne T. Smith
                                   Title:  President and
                                           Chief Executive Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes  and appoints Wayne T. Smith, as his or her true
and lawful  attorney-in-fact and agent with full powers of substitution and
resubstitution,  for him or her in his or her name, place and stead, in any
and all  capacities,  to sign any and all  amendments to this  Registration
Statement (including post-effective amendments), and any and all additional
registration  statements  pursuant to Instruction E to Form S-8 and any and
all  documents  in  connection  therewith,  and to file the same,  with all
exhibits  thereto,  and other documents in connection  therewith,  with the
SEC, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing  requisite  and necessary to
be done in and about the premises in order to effectuate the same, as fully
to all intents and  purposes as he or she might or could do in person,  and
hereby   ratifies,   approves  and  confirms  all  that  his  or  her  said
attorney-in-fact  and agent, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the date indicated.
Signature                           Title                             Date
        ---------                           -----                             ----
President, Chief Executive Officer and
/s/ Wayne T. Smith           Director (principal executive officer)      August 31, 2000
-------------------------
Wayne T. Smith

                             Executive Vice President and Chief
/s/ W. Larry Cash            Financial Officer (principal financial
-------------------------    officer)                                    August 31, 2000
W. Larry Cash

/s/ T. Mark Buford           Vice President and Corporate Controller
-------------------------    (principal accounting officer)              August 31, 2000
T. Mark Buford

/s/ Sheila P. Burke
-------------------------    Director                                    August 31, 2000
Sheila P. Burke

/s/ Robert J. Dole
-------------------------    Director                                    August 31, 2000
Robert J. Dole

/s/ J. Anthony Forstmann
-------------------------    Director                                    August 31, 2000
J. Anthony Forstmann

/s/ Nicholas C. Forstmann
-------------------------    Director                                    August 31, 2000
Nicholas C. Forstmann

/s/ Theodore J. Forstmann
-------------------------    Director                                    August 31, 2000
Theodore J. Forstmann

/s/ Dale F. Frey
-------------------------    Director                                    August 31, 2000
Dale F. Frey

/s/ Sandra J. Horbach
-------------------------    Director                                    August 31, 2000
Sandra J. Horbach

/s/ Thomas H. Lister
-------------------------    Director                                    August 31, 2000
Thomas H. Lister

/s/ Michael A. Miles
-------------------------    Director                                    August 31, 2000
Michael A. Miles

/s/ Samuel A. Nunn
-------------------------    Director                                    August 31, 2000
Samuel A. Nunn

Constituting a majority of the Board of Directors.
Pursuant to the  requirements of the Securities Act,  Community Health
Systems,  Inc.,  which  administers  the 401(k) Plan,  has duly caused this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized, in the City of Brentwood, State of Tennessee, on
August 31, 2000.

                                        COMMUNITY HEALTH SYSTEMS, INC.

                                        /s/ Wayne T. Smith
                                        ----------------------------------
                                        By:  Wayne T. Smith
                                        Title:  President and
                                                Chief Executive Officer
Index to Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1**               Our Restated Certificate of Incorporation filed as
                    Exhibit 3.1 to our Form 10-Q for the quarterly period
                    ended June 30, 2000.

4.2**               Our Restated By-Laws filed as Exhibit 3.2 to our Form
                    10-Q for the quarterly period ended June 30, 2000.

4.3*                Community Health Systems, Inc. 401(k) Plan.

4.4*                Community Health Systems, Inc. 2000 Stock Option and
                    Award Plan.

5*                  Opinion of Fried, Frank, Harris, Shriver & Jacobson as
                    to the legality of securities offered under the
                    Community Health Systems, Inc. 401(k) Plan and the
                    Community Health Systems, Inc. 2000 Stock Option and
                    Award Plan.

23.1*               Consent of Deloitte & Touche LLP.

23.2                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5).

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

--------------------------
*    Filed herewith.
**   Incorporated by reference.