As filed with the Securities and Exchange Commission on February 11,
1994

                                      Registration No. 33-___________



                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                     -----------------------------
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                    ------------------------------

                  COLUMBIA/HCA HEALTHCARE CORPORATION
        (Exact name of Registrant as specified in its charter)

              Delaware                         75-2497104
   (State of other jurisdiction            (I.R.S. Employer
   of incorporation or organization)       Identification No.)       
   
                         201 West Main Street
                      Louisville, Kentucky 40202
          (Address of Principal Executive Offices, Zip Code)

                  HCA-Hospital Corporation of America
                     1992 Stock Compensation Plan

                  HCA-Hospital Corporation of America
                  1989 Nonqualified Stock Option Plan

                    Stock Option Agreement between 
                     Columbia Hospital Corporation
                          and T. Michael Long
                       (Full title of the plans)

                           STEPHEN T. BRAUN
               Senior Vice President and General Counsel
                  Columbia/HCA Healthcare Corporation
                         201 West Main Street
                      Louisville, Kentucky 40202
                            (502) 572-2000
       (Name, address and telephone number of agent for service)
<PAGE>
                    CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------
                              Proposed
                              Maximum        Proposed
Title of                      Offering       Maximum           Amount
Securities     Amount         Price          Aggregate             of
To Be          To Be          Per            Offering    Registration
Registered     Registered(1)  Share(2)       Price                Fee
- -----------------------------------------------------------------------
Common Stock   2,164,447        .5952         1,288,278.85    $   444
Par Value      3,539,235      19.2857        68,256,624.43     23,537
$.01 per share     3,750      12.75              47,812.50         17
               ---------                     -------------     ------
               5,707,432                     69,592,715.78    $23,998
- -----------------------------------------------------------------------
(1)   Plus such additional shares as may become issuable by reason of
      the antidilution provisions of the HCA-Hospital Corporation of
      America 1992 Stock Compensation Plan; the HCA-Hospital
      Corporation of America 1989 Nonqualified Stock Option Plan; and
      the Stock Option Agreement between Columbia Hospital Corporation
      and T. Michael Long.

(2)   Pursuant to Rule 457(h), the fee is computed upon the basis of
      the price at which the options may be exercised.

                                PART II

Item 3.  Incorporation of Documents by Reference

      The following documents shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from
the date of filing of such document:

      (a) The Registrant's latest Annual Report on Form 10-K filed
      pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
      of 1934, or if the financial statements therein are more current,
      the Registrant's latest prospectus, other than the prospectus of
      which this document is a part, filed pursuant to Rule 424(b) of
      the Securities Exchange Commission under the Securities Act of
      1933.

      (b) The Company's Registration Statement on Form S-4, as amended,
      (Registration Number 33-50735) as filed with the Commission on
      December 14, 1993.

      (c) All other reports filed pursuant to Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934 since the end of the
      fiscal year covered by the Annual Report referred to in paragraph
      (a) above.
                                  -2-
<PAGE>
      (d) The description of the Common Stock contained in the
      Registrant's registration statement filed pursuant to Section 12
      of the Securities Exchange Act of 1934, including any amendment
      or report filed for the purpose of updating such description.

      All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of any post-effective amendment which
indicates that all stock offered has been sold or which deregisters all
stock then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of their filing.  Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities

      Not applicable.

Item 5.   Interest of Named Experts and Counsel

      The validity of the issuance of the shares of Common Stock being
offered by the Registration Statement will be passed upon for the
Registrant by Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant.  As of January 31, 1994, Mr. Braun owned
1,072 shares and had stock options to purchase 44,500 shares of Common
Stock of the Registrant.

Item 6.   Indemnification of Directors and Officers

      Section 145 of the Delaware General Corporation Law (the "GCL")
permits a Delaware corporation to indemnify any person who was or is,
or is threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of such corporation) by reason of the fact that such person is or
was a director, officer, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.  The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided
that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding,
such person had no reasonable cause to believe the conduct was
unlawful.  A Delaware corporation may indemnify such persons in actions
brought by or in the right of the corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is 



                                  -3-<PAGE>

permitted in respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation unless and to
the extent the Court of Chancery of the State of Delaware, or the court
in which such action or suit is brought, determines upon application
that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the
Court of Chancery or other such court deems proper.  To the extent such
person has been successful on the merits or otherwise in defense of any
action referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify such person against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.  Corporations, under certain
circumstances, may pay expenses incurred by an officer or director in
advance of the final disposition of an action for which indemnification
may be permitted or required.  The indemnification and advancement of
expenses provided for or granted pursuant to Section 145 of the GCL are
not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise.  Section 145 further provides that a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by statute.

      The Sixteenth Article of the Company's Restated Certificate of
Incorporation essentially provides for the indemnification of
directors, officers, employees and agents of the Company to the fullest
extent authorized by the GCL.  

      The Company will have in effect officers and directors liability
insurance policies with various insurance companies.  The policies
provide indemnity to the directors and officers of the Company for loss
arising from claims concerning a covered wrongful act where there is no
corporate indemnification. The insurance will also reimburse the
Company for indemnification it may be required by statute or the
Company's Restated Certificate of Incorporation or By-laws to make to
any of its directors and officers in connection with a claim by reason
of a wrongful act.  The policy covers negligent acts, errors,
omissions, or breach of duty by a director or officer.  The principal
exclusions from coverage include the following:  (i) violations of
Section 16(b) of the Securities Exchange Act of 1934; (ii) dishonest
acts; and (iii) libel, slander or non-monetary damages.  The policy
provides for a $1,000,000 deductible self-insurance retention by the
Company.  The limit of liability under the policies is $60,000,000 in
the aggregate annually for coverage in excess of deductibles and
participation.

      The Company has entered into Indemnity Agreements (the
"Agreements") with certain of its directors and officers
("Indemnities"), whereby the Company will indemnify such parties and
advance expenses to the fullest extent permitted by the GCL.





                                  -4-
<PAGE>
      An Indemnitee will not be entitled to indemnification or
advancement of expenses under the Agreements with respect to any
proceeding or claim brought or made by the Indemnitee against the
Company.  If the Indemnitee is not entitled to indemnification of all
expenses, he or she may still be indemnified for a portion of the
expenses.  The determination of entitlement to indemnification under
the Agreements will be made by a majority of a quorum of disinterested
directors, independent counsel or by the stockholders of the Company. 
In the event of a change in control of the Company (as defined in the
Agreements), the determination of entitlement will be made, if the
Indemnitee so elects, by an independent counsel selected by the
Indemnitee, and the Company will have the burden of proof to overcome
a presumption that the Indemnitee is entitled to indemnification.

      The Agreements further provide that to the extent the Company
maintains a liability insurance policy for directors, officers,
employees, agents or fiduciaries, the Indemnitee will be covered by
such policy in accordance with its terms to the maximum extent of the
coverage available for any such officer, director, employee, agent or
fiduciary under the policy.  The Agreements will terminate upon the
later of:  (a) 10 years after the date the Indemnitee ceases to serve;
or (b) the final termination of all pending proceedings covered
thereunder.

Item 7.   Exemption From Registration Claimed.

      Not Applicable.

Item 8.   Exhibits.

      The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

Item 9.   Undertakings

      (a) The undersigned Registrant hereby undertakes:

      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:  (i)
to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; provided,
however, that paragraphs (i) and (ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.

                                  -5-<PAGE>


      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement 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.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been  advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.













                                  -6-
<PAGE>
                              SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Louisville, Commonwealth of Kentucky, on the 11th day of February,
1994.



                          COLUMBIA/HCA HEALTHCARE CORPORATION


                     
                     By:   Stephen T. Braun
                           Senior Vice President and General Counsel


      Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.  Each person
whose signature to the Registration Statement appears below hereby
appoints Stephen T. Braun and David C. Colby and each of them, any one
of whom may act without the joinder of the others, as his or her
attorney-in-fact to execute in the name and on behalf of any such
person, individually and in the capacity stated below, and to file all
amendments and post-effective amendments to this Registration
Statement, which amendment or amendments may make such changes and
additions in this Registration Statement as such attorney-in-fact may
deem necessary or appropriate.

Signature                  Title                         Date


Richard L. Scott          Chief Executive Officer      February 11, 1994
                          (Principal Executive 
                           Officer) and Director

David C. Colby            Chief Financial Officer      February 11, 1994
                          (Principal Financial
                           Officer)

Richard A. Lechleiter     Vice President and           February 11, 1994
                          Controller
                          (Principal Accounting
                           Officer)

Magdalena Averhoff, M.D.  Director                     February 11, 1994

Thomas F. Frist Jr.,M.D.  Chairman of the Board        February 11, 1994

J. David Grissom          Director                     February 11, 1994

Ethan Jackson             Director                     February 11, 1994

Charles J. Kane           Director                     February 11, 1994
                                  -7-
<PAGE>
Signature                 Title                        Date


John W. Landrum           Director                     February 11, 1994

T. Michael Long           Director                     February 11,1994

Darla D. Moore            Director                     February 11, 1994

Rodman W. Moorhead III    Director                     February 11, 1994

Carl F. Pollard           Director                     February 11, 1994

Carl E. Reichardt         Director                     February 11, 1994

Frank S. Royal, M.D.      Director                     February 11, 1994

Robert D. Walter          Director                     February 11, 1994

William T. Young          Director                     February 11, 1994





































                                  -8-
<PAGE>
                           INDEX TO EXHIBITS

Exhibits




4.1   Restated Certificate of Incorporation filed as Exhibit 3(a) to
      the Company's Form 8-K dated February 11, 1994 is incorporated by
      reference herein.

4.2   Form of the HCA-Hospital Corporation of America 1992 Stock
      Compensation Plan.

4.3   Form of the HCA-Hospital Corporation of America 1989 Non-
      qualified Stock Option Plan.

4.4   Form of the Stock Option Agreement between Columbia Hospital
      Corporation and T. Michael Long.

4.5   Form of Amended and Restated Rights Agreement dated February 10,
      1994 between Columbia Healthcare Corporation and Mid-America Bank
      of Louisville and Trust Company.  Exhibit 4.9 to the Company's
      Registration Statement on Form S-4 (File No. 33-50735) is
      incorporated by reference herein.

5     Opinion of Stephen T. Braun, Senior Vice President and General
      Counsel of the Registrant, as to the validity of the securities
      registered herein.

23.1  Consent of Stephen T. Braun, Senior Vice President and General
      Counsel of the Registrant, included in 5 above.

23.2  Consent of Coopers & Lybrand.

24    Power of Attorney (included on the signature page of this
      Registration Statement).


                                 -10-
[{"type": "S-8", "sequence": "1", "description": "COL/HCA S-8", "secsgml_size_bytes": 20456}]
{"company-data": {"conformed-name": "COLUMBIA HEALTHCARE CORP", "cik": "0000860730", "assigned-sic": "8062", "irs-number": "752497104", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52253", "film-number": "94506715"}, "business-address": {"street1": "201 WEST MAIN STREET", "city": "LOUISVILLE", "state": "KY", "zip": "40202-", "phone": "(502)-572-2000"}, "former-company": {"former-conformed-name": "COLUMBIA HOSPITAL CORP", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on February 11,
1994

                                      Registration No. 33-___________

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                     -----------------------------
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                    ------------------------------

                  COLUMBIA/HCA HEALTHCARE CORPORATION
        (Exact name of Registrant as specified in its charter)

              Delaware                         75-2497104
   (State of other jurisdiction            (I.R.S. Employer
   of incorporation or organization)       Identification No.)       
   
                         201 West Main Street
                      Louisville, Kentucky 40202
          (Address of Principal Executive Offices, Zip Code)

                  HCA-Hospital Corporation of America
                     1992 Stock Compensation Plan

                  HCA-Hospital Corporation of America
                  1989 Nonqualified Stock Option Plan

                    Stock Option Agreement between 
                     Columbia Hospital Corporation
                          and T. Michael Long
                       (Full title of the plans)

                           STEPHEN T. BRAUN
               Senior Vice President and General Counsel
                  Columbia/HCA Healthcare Corporation
                         201 West Main Street
                      Louisville, Kentucky 40202
                            (502) 572-2000
       (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------
                              Proposed
                              Maximum        Proposed
Title of                      Offering       Maximum           Amount
Securities     Amount         Price          Aggregate             of
To Be          To Be          Per            Offering    Registration
Registered     Registered(1)  Share(2)       Price                Fee
- -----------------------------------------------------------------------
Common Stock   2,164,447        .5952         1,288,278.85    $   444
Par Value      3,539,235      19.2857        68,256,624.43     23,537
$.01 per share     3,750      12.75              47,812.50         17
               ---------                     -------------     ------
               5,707,432                     69,592,715.78    $23,998
- -----------------------------------------------------------------------
(1)   Plus such additional shares as may become issuable by reason of
      the antidilution provisions of the HCA-Hospital Corporation of
      America 1992 Stock Compensation Plan; the HCA-Hospital
      Corporation of America 1989 Nonqualified Stock Option Plan; and
      the Stock Option Agreement between Columbia Hospital Corporation
      and T. Michael Long.

(2)   Pursuant to Rule 457(h), the fee is computed upon the basis of
      the price at which the options may be exercised.

                                PART II

Item 3.  Incorporation of Documents by Reference

      The following documents shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from
the date of filing of such document:

      (a) The Registrant's latest Annual Report on Form 10-K filed
      pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
      of 1934, or if the financial statements therein are more current,
      the Registrant's latest prospectus, other than the prospectus of
      which this document is a part, filed pursuant to Rule 424(b) of
      the Securities Exchange Commission under the Securities Act of
      1933.

      (b) The Company's Registration Statement on Form S-4, as amended,
      (Registration Number 33-50735) as filed with the Commission on
      December 14, 1993.

      (c) All other reports filed pursuant to Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934 since the end of the
      fiscal year covered by the Annual Report referred to in paragraph
      (a) above.
                                  -2-
(d) The description of the Common Stock contained in the
      Registrant's registration statement filed pursuant to Section 12
      of the Securities Exchange Act of 1934, including any amendment
      or report filed for the purpose of updating such description.

      All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of any post-effective amendment which
indicates that all stock offered has been sold or which deregisters all
stock then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of their filing.  Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities

      Not applicable.

Item 5.   Interest of Named Experts and Counsel

      The validity of the issuance of the shares of Common Stock being
offered by the Registration Statement will be passed upon for the
Registrant by Stephen T. Braun, Senior Vice President and General
Counsel of the Registrant.  As of January 31, 1994, Mr. Braun owned
1,072 shares and had stock options to purchase 44,500 shares of Common
Stock of the Registrant.

Item 6.   Indemnification of Directors and Officers

      Section 145 of the Delaware General Corporation Law (the "GCL")
permits a Delaware corporation to indemnify any person who was or is,
or is threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of such corporation) by reason of the fact that such person is or
was a director, officer, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.  The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided
that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding,
such person had no reasonable cause to believe the conduct was
unlawful.  A Delaware corporation may indemnify such persons in actions
brought by or in the right of the corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is 

                                  -3-
permitted in respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation unless and to
the extent the Court of Chancery of the State of Delaware, or the court
in which such action or suit is brought, determines upon application
that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the
Court of Chancery or other such court deems proper.  To the extent such
person has been successful on the merits or otherwise in defense of any
action referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify such person against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.  Corporations, under certain
circumstances, may pay expenses incurred by an officer or director in
advance of the final disposition of an action for which indemnification
may be permitted or required.  The indemnification and advancement of
expenses provided for or granted pursuant to Section 145 of the GCL are
not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise.  Section 145 further provides that a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by statute.

      The Sixteenth Article of the Company's Restated Certificate of
Incorporation essentially provides for the indemnification of
directors, officers, employees and agents of the Company to the fullest
extent authorized by the GCL.  

      The Company will have in effect officers and directors liability
insurance policies with various insurance companies.  The policies
provide indemnity to the directors and officers of the Company for loss
arising from claims concerning a covered wrongful act where there is no
corporate indemnification. The insurance will also reimburse the
Company for indemnification it may be required by statute or the
Company's Restated Certificate of Incorporation or By-laws to make to
any of its directors and officers in connection with a claim by reason
of a wrongful act.  The policy covers negligent acts, errors,
omissions, or breach of duty by a director or officer.  The principal
exclusions from coverage include the following:  (i) violations of
Section 16(b) of the Securities Exchange Act of 1934; (ii) dishonest
acts; and (iii) libel, slander or non-monetary damages.  The policy
provides for a $1,000,000 deductible self-insurance retention by the
Company.  The limit of liability under the policies is $60,000,000 in
the aggregate annually for coverage in excess of deductibles and
participation.

      The Company has entered into Indemnity Agreements (the
"Agreements") with certain of its directors and officers
("Indemnities"), whereby the Company will indemnify such parties and
advance expenses to the fullest extent permitted by the GCL.

                                  -4-
An Indemnitee will not be entitled to indemnification or
advancement of expenses under the Agreements with respect to any
proceeding or claim brought or made by the Indemnitee against the
Company.  If the Indemnitee is not entitled to indemnification of all
expenses, he or she may still be indemnified for a portion of the
expenses.  The determination of entitlement to indemnification under
the Agreements will be made by a majority of a quorum of disinterested
directors, independent counsel or by the stockholders of the Company. 
In the event of a change in control of the Company (as defined in the
Agreements), the determination of entitlement will be made, if the
Indemnitee so elects, by an independent counsel selected by the
Indemnitee, and the Company will have the burden of proof to overcome
a presumption that the Indemnitee is entitled to indemnification.

      The Agreements further provide that to the extent the Company
maintains a liability insurance policy for directors, officers,
employees, agents or fiduciaries, the Indemnitee will be covered by
such policy in accordance with its terms to the maximum extent of the
coverage available for any such officer, director, employee, agent or
fiduciary under the policy.  The Agreements will terminate upon the
later of:  (a) 10 years after the date the Indemnitee ceases to serve;
or (b) the final termination of all pending proceedings covered
thereunder.

Item 7.   Exemption From Registration Claimed.

      Not Applicable.

Item 8.   Exhibits.

      The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

Item 9.   Undertakings

      (a) The undersigned Registrant hereby undertakes:

      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:  (i)
to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; provided,
however, that paragraphs (i) and (ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.

                                  -5-
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement 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.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been  advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                  -6-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Louisville, Commonwealth of Kentucky, on the 11th day of February,
1994.

                          COLUMBIA/HCA HEALTHCARE CORPORATION

                     
                     By:   Stephen T. Braun
                           Senior Vice President and General Counsel

      Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.  Each person
whose signature to the Registration Statement appears below hereby
appoints Stephen T. Braun and David C. Colby and each of them, any one
of whom may act without the joinder of the others, as his or her
attorney-in-fact to execute in the name and on behalf of any such
person, individually and in the capacity stated below, and to file all
amendments and post-effective amendments to this Registration
Statement, which amendment or amendments may make such changes and
additions in this Registration Statement as such attorney-in-fact may
deem necessary or appropriate.

Signature                  Title                         Date

Richard L. Scott          Chief Executive Officer      February 11, 1994
                          (Principal Executive 
                           Officer) and Director

David C. Colby            Chief Financial Officer      February 11, 1994
                          (Principal Financial
                           Officer)

Richard A. Lechleiter     Vice President and           February 11, 1994
                          Controller
                          (Principal Accounting
                           Officer)

Magdalena Averhoff, M.D.  Director                     February 11, 1994

Thomas F. Frist Jr.,M.D.  Chairman of the Board        February 11, 1994

J. David Grissom          Director                     February 11, 1994

Ethan Jackson             Director                     February 11, 1994

Charles J. Kane           Director                     February 11, 1994
                                  -7-
Signature                 Title                        Date

John W. Landrum           Director                     February 11, 1994

T. Michael Long           Director                     February 11,1994

Darla D. Moore            Director                     February 11, 1994

Rodman W. Moorhead III    Director                     February 11, 1994

Carl F. Pollard           Director                     February 11, 1994

Carl E. Reichardt         Director                     February 11, 1994

Frank S. Royal, M.D.      Director                     February 11, 1994

Robert D. Walter          Director                     February 11, 1994

William T. Young          Director                     February 11, 1994

                                  -8-
INDEX TO EXHIBITS

Exhibits

4.1   Restated Certificate of Incorporation filed as Exhibit 3(a) to
      the Company's Form 8-K dated February 11, 1994 is incorporated by
      reference herein.

4.2   Form of the HCA-Hospital Corporation of America 1992 Stock
      Compensation Plan.

4.3   Form of the HCA-Hospital Corporation of America 1989 Non-
      qualified Stock Option Plan.

4.4   Form of the Stock Option Agreement between Columbia Hospital
      Corporation and T. Michael Long.

4.5   Form of Amended and Restated Rights Agreement dated February 10,
      1994 between Columbia Healthcare Corporation and Mid-America Bank
      of Louisville and Trust Company.  Exhibit 4.9 to the Company's
      Registration Statement on Form S-4 (File No. 33-50735) is
      incorporated by reference herein.

5     Opinion of Stephen T. Braun, Senior Vice President and General
      Counsel of the Registrant, as to the validity of the securities
      registered herein.

23.1  Consent of Stephen T. Braun, Senior Vice President and General
      Counsel of the Registrant, included in 5 above.

23.2  Consent of Coopers & Lybrand.

24    Power of Attorney (included on the signature page of this
      Registration Statement).

                                 -10-