As filed with the Securities and Exchange Commission on May 24, 2001
                                             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)

                           STOCK OPTION AGREEMENT
                          (Full title of the plan)

                             Rachel A. Seifert
            Senior 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       Proposed Maximum
                Title of Securities                   Amount to be        Maximum           Aggregate       Amount of
                 to be Registered                    Registered (1)    Offering Price   Offering Price (2) Registration
                                                                       Per Share (2)                           Fee
---------------------------------------------------- ---------------- ----------------- ----------------- ---------------
<S>                                                   <C>                  <C>              <C>              <C>

Common Stock of Community Health Systems, Inc.,       25,681 shares        $8.96            $230,102         $575.26
par value $0.01 per share (the "Common Stock")
---------------------------------------------------- ---------------- ----------------- ----------------- ---------------

(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").
(2)  Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) of the Securities
     Act, and based upon the exercise  price of the option pursuant to which the Common Stock may be acquired.
</TABLE>


<PAGE>


                              EXPLANATORY NOTE

     On May 14, 1997, we entered into a Stock Option Agreement with Samuel
A. Nunn (the "Agreement"). The purpose of this Registration Statement on
Form S-8 is to register 25,681 shares of Common Stock that may be issued
under the Agreement.

                                   PART I

     Mr. Nunn is the only person subject to the Agreement and 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 Registration Statement on Form 8-A filed with the SEC on June
          5, 2000, which describes the terms of the Common Stock;

     o    Our Annual Report on Form 10-K for the fiscal year ended December
          31, 2000, filed with the SEC on March 29, 2001; and

     o    Our Quarterly  Report on Form 10-Q for the quarterly period ended
          March 31, 2001 filed with the SEC on May 10, 2001.

     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.

     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, filed on August 11,
                  2000.

4.2**             Our Restated By-Laws filed as Exhibit 3.2 to our
                  Form 10-K for the fiscal year ended December 31, 2000,
                  filed on March 29, 2001.

4.3*              Stock Option Agreement with Samuel A. Nunn, dated
                  May 14, 1997.

5*                Opinion of Fried, Frank, Harris, Shriver & Jacobson
                  as to the legality of securities offered under our
                  Stock Option Agreement with Samuel A. Nunn,
                  dated May 14, 1997.

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 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.

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

          (3)  To remove  from  registration  by means of a  post-effective
               amendment  any  of the  securities  being  registered  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 May 23, 2001.

                                  COMMUNITY HEALTH SYSTEMS, INC.


                                   /s/ Wayne T. Smith
                                  --------------------
                                  By:    Wayne T. Smith
                                  Title: President, Chief Executive
                                         Officer and Chairman of the Board


                             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 Chairman of the Board (principal
/s/ Wayne T. Smith            executive officer)                   May 23, 2001
---------------------
Wayne T. Smith

                              Executive Vice President, Chief
/s/ W. Larry Cash             Financial Officer and Director
---------------------         (principal financial officer)        May 23, 2001
W. Larry Cash

                              Vice President and Corporate
/s/ T. Mark Buford            Controller (principal
---------------------         accounting officer)                  May 23, 2001
T. Mark Buford

/s/ Sheila P. Burke
---------------------         Director                             May 23, 2001
Sheila P. Burke



---------------------         Director
Robert J. Dole


/s/ J. Anthony Forstmann
------------------------      Director                             May 23, 2001
J. Anthony Forstmann


/s/ Theodore J. Forstmann
---------------------         Director                             May 23, 2001
Theodore J. Forstmann


/s/ Dale F. Frey
---------------------         Director                             May 23, 2001
Dale F. Frey


/s/ Sandra J. Horbach
---------------------         Director                             May 23, 2001
Sandra J. Horbach


/s/ Harvey Klein, MD
---------------------         Director                             May 23, 2001
Harvey Klein, MD


/s/ Thomas H. Lister
---------------------         Director                             May 23, 2001
Thomas H. Lister


/s/ Michael A. Miles
---------------------         Director                             May 23, 2001
Michael A. Miles



Constituting a majority of the Board of Directors.
<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, filed on August 11,
                    2000.

4.2**               Our Restated By-Laws filed as Exhibit 3.2 to our
                    Form 10-K for the fiscal year ended December 31, 2000,
                    filed on March 29, 2001.

4.3*                Stock Option Agreement with Samuel A. Nunn, dated
                    May 14, 1997.

5*                  Opinion of Fried, Frank, Harris, Shriver & Jacobson
                    as to the legality of securities offered under our
                    Stock Option Agreement with Samuel A. Nunn, dated
                    May 14, 1997.

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.
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM_S8.TXT", "secsgml_size_bytes": 19714}]
{"company-data": {"conformed-name": "COMMUNITY HEALTH SYSTEMS INC/", "cik": "0001108109", "assigned-sic": "8062", "irs-number": "133893191", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61614", "film-number": "1647772"}, "business-address": {"street1": "155 FRANKLIN RD", "street2": "STE 400", "city": "BRENTWOOD", "state": "TN", "zip": "37027", "phone": "6153739600"}}
As filed with the Securities and Exchange Commission on May 24, 2001
                                             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)

                           STOCK OPTION AGREEMENT
                          (Full title of the plan)

                             Rachel A. Seifert
            Senior 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       Proposed Maximum
                Title of Securities                   Amount to be        Maximum           Aggregate       Amount of
                 to be Registered                    Registered (1)    Offering Price   Offering Price (2) Registration
                                                                       Per Share (2)                           Fee
---------------------------------------------------- ---------------- ----------------- ----------------- ---------------
Common Stock of Community Health Systems, Inc.,       25,681 shares        $8.96            $230,102         $575.26
par value $0.01 per share (the "Common Stock")
---------------------------------------------------- ---------------- ----------------- ----------------- ---------------

(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").
(2)  Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) of the Securities
     Act, and based upon the exercise  price of the option pursuant to which the Common Stock may be acquired.
EXPLANATORY NOTE

     On May 14, 1997, we entered into a Stock Option Agreement with Samuel
A. Nunn (the "Agreement"). The purpose of this Registration Statement on
Form S-8 is to register 25,681 shares of Common Stock that may be issued
under the Agreement.

                                   PART I

     Mr. Nunn is the only person subject to the Agreement and 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 Registration Statement on Form 8-A filed with the SEC on June
          5, 2000, which describes the terms of the Common Stock;

     o    Our Annual Report on Form 10-K for the fiscal year ended December
          31, 2000, filed with the SEC on March 29, 2001; and

     o    Our Quarterly  Report on Form 10-Q for the quarterly period ended
          March 31, 2001 filed with the SEC on May 10, 2001.

     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.

     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, filed on August 11,
                  2000.

4.2**             Our Restated By-Laws filed as Exhibit 3.2 to our
                  Form 10-K for the fiscal year ended December 31, 2000,
                  filed on March 29, 2001.

4.3*              Stock Option Agreement with Samuel A. Nunn, dated
                  May 14, 1997.

5*                Opinion of Fried, Frank, Harris, Shriver & Jacobson
                  as to the legality of securities offered under our
                  Stock Option Agreement with Samuel A. Nunn,
                  dated May 14, 1997.

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 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.

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

          (3)  To remove  from  registration  by means of a  post-effective
               amendment  any  of the  securities  being  registered  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 May 23, 2001.

                                  COMMUNITY HEALTH SYSTEMS, INC.

                                   /s/ Wayne T. Smith
                                  --------------------
                                  By:    Wayne T. Smith
                                  Title: President, Chief Executive
                                         Officer and Chairman of the Board

                             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 Chairman of the Board (principal
/s/ Wayne T. Smith            executive officer)                   May 23, 2001
---------------------
Wayne T. Smith

                              Executive Vice President, Chief
/s/ W. Larry Cash             Financial Officer and Director
---------------------         (principal financial officer)        May 23, 2001
W. Larry Cash

                              Vice President and Corporate
/s/ T. Mark Buford            Controller (principal
---------------------         accounting officer)                  May 23, 2001
T. Mark Buford

/s/ Sheila P. Burke
---------------------         Director                             May 23, 2001
Sheila P. Burke

---------------------         Director
Robert J. Dole

/s/ J. Anthony Forstmann
------------------------      Director                             May 23, 2001
J. Anthony Forstmann

/s/ Theodore J. Forstmann
---------------------         Director                             May 23, 2001
Theodore J. Forstmann

/s/ Dale F. Frey
---------------------         Director                             May 23, 2001
Dale F. Frey

/s/ Sandra J. Horbach
---------------------         Director                             May 23, 2001
Sandra J. Horbach

/s/ Harvey Klein, MD
---------------------         Director                             May 23, 2001
Harvey Klein, MD

/s/ Thomas H. Lister
---------------------         Director                             May 23, 2001
Thomas H. Lister

/s/ Michael A. Miles
---------------------         Director                             May 23, 2001
Michael A. Miles

Constituting a majority of the Board of Directors.
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, filed on August 11,
                    2000.

4.2**               Our Restated By-Laws filed as Exhibit 3.2 to our
                    Form 10-K for the fiscal year ended December 31, 2000,
                    filed on March 29, 2001.

4.3*                Stock Option Agreement with Samuel A. Nunn, dated
                    May 14, 1997.

5*                  Opinion of Fried, Frank, Harris, Shriver & Jacobson
                    as to the legality of securities offered under our
                    Stock Option Agreement with Samuel A. Nunn, dated
                    May 14, 1997.

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.