AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2004

                                             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                            (I.R.S. Employer
              of                                       Identification Number)
incorporation or organization)

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

                        COMMUNITY HEALTH SYSTEMS, INC.
                        DIRECTORS' FEES DEFERRAL PLAN
                           (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
     TITLE OF SECURITIES      AMOUNT TO    MAXIMUM      MAXIMUM     AMOUNT OF
      TO BE REGISTERED        BE           OFFERING     AGGREGATE  REGISTRATION
                              REGISTERED   PRICE PER    OFFERING       FEE
                                 (1)       SHARE (2)    PRICE (2)

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

Common Stock, par value
$0.01 per share (the
"Common Stock")            150,000 shares  $27.75       $4,162,500   $527.39

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

(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(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 December 9, 2004.


<PAGE>


                              EXPLANATORY NOTE

     On December 14, 2004, we adopted the Community  Health  Systems,  Inc.
Directors'   Fees  Deferral   Plan  (the  "Plan").   The  purpose  of  this
Registration  Statement on Form S-8 is to register 150,000 shares of Common
Stock that may be issued under Plan.

                                   PART I

     Participants   in  the  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:

     (a)  Our Annual  Report on Form 10-K for the year ended  December  31,
          2003,  as amended by the Annual Report on Form 10-K/A on April 2,
          2004.

     (b)  Our Registration Statement on Form 8-A filed with the SEC on June
          5, 2000, which describes the terms of the Common Stock.

     (c)  Our  Quarterly  Reports  on Form 10-Q for the  quarterly  periods
          ended March 31, 2004, June 30, 2004, and September 30, 2004.

     (d)  Our Current  Report on Form 8-K dated  November  30, 2004 and our
          two Current Reports on Form 8-K dated December 3, 2004.

     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 LLP.

     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.

     The Plan provides that no member of the  committee  administering  the
Plan will be liable  for any act done or  determination  made in good faith
with respect to the Plan or 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 Amended and Restated By-Laws filed as Exhibit 3.2
                    to our Form 10-K for the year ended December 31, 2000.

4.3*                Community Health Systems, Inc. Directors' Fees
                    Deferral Plan

5*                  Opinion of Fried, Frank, Harris, Shriver & Jacobson
                    LLP as to the legality of securities offered under
                    the Community Health Systems, Inc. Directors' Fees
                    Deferral Plan.

23.1                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    LLP (Included in Exhibit 5).

23.2*               Consent of Deloitte & Touche LLP.

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 December 14, 2004.

                                    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
/s/ Wayne T. Smith                Officer and Director          December 14,
------------------------------    (principal executive officer) 2004
Wayne T. Smith

                                  Executive Vice President and
                                  Chief Financial Officer
/s/ W. Larry Cash                 (principal financial officer) December 14,
------------------------------                                  2004
W. Larry Cash
                                  Vice President and Corporate
                                  Controller (principal
/s/ T. Mark Buford                accounting officer)
------------------------------                                  December 14,
T. Mark Buford                                                  2004

/s/ John A. Clerico               Director                      December 14,
------------------------------                                  2004
John A. Clerico

/s/ Dale F. Frey                  Director                      December 14,
------------------------------                                  2004
Dale F. Frey

/s/ John A. Fry                   Director                      December 14,
------------------------------                                  2004
John A. Fry

/s/ Harvey Klein, M.D.            Director                      December 14,
------------------------------                                  2004
Harvey Klein, M.D.

/s/ Julia B. North                Director                      December 14,
------------------------------                                  2004
Julia B. North

/s/ H. Mitchell Watson Jr.        Director                      December 14,
------------------------------                                  2004
H. Mitchell Watson, Jr.

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.

4.2**               Our Amended and Restated By-Laws filed as Exhibit 3.2
                    to our Form 10-K for the year ended December 31,
                    2000.

4.3*                Community Health Systems, Inc. Directors' Fees
                    Deferral Plan

5*                  Opinion of Fried, Frank, Harris, Shriver & Jacobson
                    LLP as to the legality of securities offered under
                    the Community Health Systems, Inc. Directors' Fees
                    Deferral Plan.

23.1                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    LLP (Included in Exhibit 5).

23.2*               Consent of Deloitte & Touche LLP.

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

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


<PAGE>
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{"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": "333-121282", "film-number": "041205073"}, "business-address": {"street1": "155 FRANKLIN RD", "street2": "STE 400", "city": "BRENTWOOD", "state": "TN", "zip": "37027", "phone": "6153739600"}, "former-company": {"former-conformed-name": "COMMUNITY HEALTH SYSTEMS INC/", "date-changed": "20000229"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2004

                                             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                            (I.R.S. Employer
              of                                       Identification Number)
incorporation or organization)

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

                        COMMUNITY HEALTH SYSTEMS, INC.
                        DIRECTORS' FEES DEFERRAL PLAN
                           (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
     TITLE OF SECURITIES      AMOUNT TO    MAXIMUM      MAXIMUM     AMOUNT OF
      TO BE REGISTERED        BE           OFFERING     AGGREGATE  REGISTRATION
                              REGISTERED   PRICE PER    OFFERING       FEE
                                 (1)       SHARE (2)    PRICE (2)

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

Common Stock, par value
$0.01 per share (the
"Common Stock")            150,000 shares  $27.75       $4,162,500   $527.39

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

(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(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 December 9, 2004.
EXPLANATORY NOTE

     On December 14, 2004, we adopted the Community  Health  Systems,  Inc.
Directors'   Fees  Deferral   Plan  (the  "Plan").   The  purpose  of  this
Registration  Statement on Form S-8 is to register 150,000 shares of Common
Stock that may be issued under Plan.

                                   PART I

     Participants   in  the  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:

     (a)  Our Annual  Report on Form 10-K for the year ended  December  31,
          2003,  as amended by the Annual Report on Form 10-K/A on April 2,
          2004.

     (b)  Our Registration Statement on Form 8-A filed with the SEC on June
          5, 2000, which describes the terms of the Common Stock.

     (c)  Our  Quarterly  Reports  on Form 10-Q for the  quarterly  periods
          ended March 31, 2004, June 30, 2004, and September 30, 2004.

     (d)  Our Current  Report on Form 8-K dated  November  30, 2004 and our
          two Current Reports on Form 8-K dated December 3, 2004.

     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 LLP.

     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.

     The Plan provides that no member of the  committee  administering  the
Plan will be liable  for any act done or  determination  made in good faith
with respect to the Plan or 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 Amended and Restated By-Laws filed as Exhibit 3.2
                    to our Form 10-K for the year ended December 31, 2000.

4.3*                Community Health Systems, Inc. Directors' Fees
                    Deferral Plan

5*                  Opinion of Fried, Frank, Harris, Shriver & Jacobson
                    LLP as to the legality of securities offered under
                    the Community Health Systems, Inc. Directors' Fees
                    Deferral Plan.

23.1                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    LLP (Included in Exhibit 5).

23.2*               Consent of Deloitte & Touche LLP.

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 December 14, 2004.

                                    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
/s/ Wayne T. Smith                Officer and Director          December 14,
------------------------------    (principal executive officer) 2004
Wayne T. Smith

                                  Executive Vice President and
                                  Chief Financial Officer
/s/ W. Larry Cash                 (principal financial officer) December 14,
------------------------------                                  2004
W. Larry Cash
                                  Vice President and Corporate
                                  Controller (principal
/s/ T. Mark Buford                accounting officer)
------------------------------                                  December 14,
T. Mark Buford                                                  2004

/s/ John A. Clerico               Director                      December 14,
------------------------------                                  2004
John A. Clerico

/s/ Dale F. Frey                  Director                      December 14,
------------------------------                                  2004
Dale F. Frey

/s/ John A. Fry                   Director                      December 14,
------------------------------                                  2004
John A. Fry

/s/ Harvey Klein, M.D.            Director                      December 14,
------------------------------                                  2004
Harvey Klein, M.D.

/s/ Julia B. North                Director                      December 14,
------------------------------                                  2004
Julia B. North

/s/ H. Mitchell Watson Jr.        Director                      December 14,
------------------------------                                  2004
H. Mitchell Watson, Jr.

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.

4.2**               Our Amended and Restated By-Laws filed as Exhibit 3.2
                    to our Form 10-K for the year ended December 31,
                    2000.

4.3*                Community Health Systems, Inc. Directors' Fees
                    Deferral Plan

5*                  Opinion of Fried, Frank, Harris, Shriver & Jacobson
                    LLP as to the legality of securities offered under
                    the Community Health Systems, Inc. Directors' Fees
                    Deferral Plan.

23.1                Consent of Fried, Frank, Harris, Shriver & Jacobson
                    LLP (Included in Exhibit 5).

23.2*               Consent of Deloitte & Touche LLP.

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

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