<PAGE>
 
   As filed with the Securities and Exchange Commission on September 28, 1998

                                                         Registration No. 333-

================================================================================

                       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 issuer as specified in its charter)
 
          DELAWARE                                              75-2497104
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)
 
           ONE PARK PLAZA                                          37203
        NASHVILLE, TENNESSEE
(Address of principal executive offices)                         (Zip Code)

            COLUMBIA/HCA HEALTHCARE CORPORATION SALARY DEFERRAL PLAN
              COLUMBIA/HCA HEALTHCARE CORPORATION STOCK BONUS PLAN
                  HEALTHTRUST, INC. 401(K) RETIREMENT PROGRAM
                EPIC HEALTHCARE GROUP, INC. PROFIT SHARING PLAN
                            (Full title of the plan)

                               JOHN M. FRANCK II
                              CORPORATE SECRETARY
                      COLUMBIA/HCA HEALTHCARE CORPORATION
                                 ONE PARK PLAZA
                           NASHVILLE, TENNESSEE 37203
                                 (615) 344-9551
(Name, address and telephone number, including area code, of agent for service)



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                               CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
                                                           Proposed maximum             Proposed
           Title of securities          Amount to be       offering price per       maximum aggregate         Amount of
          to be registered (1)         registered (2)          share (3)            offering price (3)     registration fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                 <C>                      <C>                     <C>
Common Stock, $.01 par value            3,000,000                                                       
                                         shares                 $22.97                 $68,910,000              $20,329
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate amount of interests to be offered pursuant to the employee
     benefit plans described herein.
(2)  Pursuant to Rule 416(a) under the Securities Act, includes an indeterminate
     number of additional shares which may be offered and issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.
(3)  Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is
     estimated solely for the purpose of calculating the registration fee on the
     basis of the average of the high and low prices of the Registrant's Common
     Stock on the New York Stock Exchange on September 22, 1998 as reported by
     the Wall Street Journal.

================================================================================
<PAGE>
 
        PART I -- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.+

Item 2.  Registrant Information and Plan Annual Information.+

+  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance with the
   Note to Part I of Form S-8.

         PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
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 annual report on Form 10-K for the fiscal year ended
           December 31, 1997;

      (b)  the Registrant's quarterly report on Form 10-Q for the fiscal quarter
           ended June 30, 1998;

      (c)  the Registrant's quarterly report on Form 10-Q for the fiscal quarter
           ended March 31, 1998;

      (d)  the Registrant's current report on Form 8-K dated July 30, 1998;

      (e)  the Registrant's current report on Form 8-K dated May 27, 1998;

      (f)  the Registrant's current report on Form 8-K dated March 6, 1998;

      (g)  the Registrant's current report on Form 8-K dated February 19, 1998;

      (h)  the Registrant's current report on Form 8-K dated February 6, 1998;
           and

      (i)  the description of the Registrant's Common Stock contained in the
           Company's Registration Statement on Form 8-A filed on August 31, 1993
           pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
           amended (the "1934 Act"), including any amendments or reports filed
           for the purpose of updating such descriptions.

     All documents filed subsequent to the date of this registration statement
by the undersigned Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act prior to the filing of a post-effective amendment hereto which
indicates that all shares of Common Stock offered hereby have been sold or which
deregisters any shares of such Common Stock then remaining unsold, shall also be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from their respective dates of filing.  Any statement contained in
a document incorporated or deemed to be 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 that also is or is deemed to be

                                       2
<PAGE>
 
incorporated by reference herein, modifies or supersedes such statement.  Any
statement contained in this Registration Statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any 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.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Restated Certificate of Incorporation provides that each
person who was or is made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he or she was a director or officer of the
Registrant (or was serving at the request of the Registrant as a director,
officer, employee or agent for another entity) will be indemnified and held
harmless by the Registrant, to the full extent authorized by the Delaware
General Corporation Law.

     Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds 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 shall deem proper.

     The Registrant's Restated Certificate of Incorporation provides that to the
fullest extent permitted by Delaware General Corporation Law, as the same exists
or may hereafter be amended, a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director.  The Delaware General Corporation Law permits Delaware
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty.  The only limitations imposed under the
statute are that the provision may not eliminate or limit a director's liability
(i) for breaches of the director's duty of loyalty to the

                                       3
<PAGE>
 
corporation or its stockholders, (ii) for acts or omissions not in good faith or
involving intentional misconduct or known violations of law, (iii) for the
payment of unlawful dividends or unlawful stock purchases or redemptions, or
(iv) for transactions in which the director received an improper personal
benefit.

     The Registrant is insured against liabilities which it may incur by reason
of its indemnification of officers and directors in accordance with its Restated
Certificate of Incorporation.  In addition, directors and officers are insured,
at the Registrant's expense, against certain liabilities that might arise out of
their employment and are not subject to indemnification under the Restated
Certificate of Incorporation.

     The foregoing summaries are necessarily subject to the complete text of the
statutes, Restated Certificate of Incorporation and agreements referred to above
and are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     (A) The following exhibits are filed as part of this Registration 
         Statement:

Exhibits:
-------- 

4.1       Specimen Certificate for shares of Common Stock, par value $.01 per
          share, of the Company (filed as Exhibit 4.1 to the Company's Form SE
          to Form 10-K for the fiscal year ended December 31, 1993).*

4.2       Columbia Hospital Corporation 9% Subordinated Mandatory Convertible
          Note Due June 30, 1999 (filed as Exhibit 4.4 to the Company's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1990).*

4.3       Registration Rights Agreement between the Company and The 1818 Fund,
          L.P. dated March 18, 1991 (filed as Exhibit 4.5 to the Company's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1990).*

4.4       Securities Purchase Agreement by and between the Company and The 1818
          Fund, L.P. dated as of March 18, 1991 (filed as Exhibit 4.6 to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1990).*

4.5       Warrant to purchase shares of Common Stock, par value $.01 per share,
          of the Company (filed as Exhibit 4.7 to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1990).*

4.6       Registration Rights Agreement dated as of March 16, 1989, by and among
          HCA-Hospital Corporation of America and the persons listed on the
          signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3
          to the Schedule 13E-3 filed

                                       4
<PAGE>
 
          by HCA-Hospital Corporation of America, Hospital Corporation of
          America and The HCA profit Sharing plan on March 22, 1989).*

4.7       Assignment and Assumption Agreement dated as of February 10, 1994,
          between HCA-Hospital Corporation of America and The Company relating
          to the Registration Rights Agreement, as amended (filed as Exhibit 4.7
          to the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993, and incorporated herein by reference).

4.8       Amended and Restated Rights Agreement dated February 10, 1994 between
          the Company and Mid-America Bank of Louisville and Trust Company
          (filed as Exhibit 4.8 to the Company's Annual Report on Form 10-K for
          the fiscal year ended December 31, 1993).*

4.9(a)    $1 Billion Credit Agreement dated as of February 10, 1994 (the "364
          Day Agreement"), among the Company, the Several Banks and Other
          Financial Institutions, and Chemical Bank as Agent and as CAF Loan
          Agent (filed as Exhibit 4.9 to the Company's Annual Report on Form 
          10-K for the fiscal year ended December 31, 1993).*

4.9(b)    Agreement and Amendment to the 364 Day Agreement dated as of September
          26, 1994 (filed as Exhibit 4.9 to the Company's Registration Statement
          on Form S-4 9File No. 33-56803).*

4.9(c)    Agreement and Amendment to the 364 Day Agreement dated as of February
          28, 1996 (filed as Exhibit 4.9(c) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995).*

4.9(d)    Agreement and Amendment to the 364 Day Agreement dated as of February
          26, 1997 (filed as Exhibit 4.9(d) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1996).*

4.9(e)    Agreement and Amendment to the 364 Day Agreement dated as of June 17,
          1997 (filed as Exhibit 10(c) to the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1997).

4.9(f)    First Amendment to the 364 Day Agreement dated as of February 3, 1998
          (filed as Exhibit 4.9(f) to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997).*

4.9(g)    Second Amendment to the 364 Day Agreement dated as March 26, 1998
          (filed as Exhibit 4.9(g) to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997).*

4.9(h)    Third Amendment to the 364 Day Agreement dated as of July 10, 1998
          (filed as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q
          for the fiscal quarter ended June 30, 1998).*

4.10(a)  $2 Billion Credit Agreement dated as of February 10, 1994 (the "Credit
          Facility"), among the Company, the Several Banks and Other Financial
          Institutions, and Chemical Bank as Agent and as CAF Loan Agent (filed
          as Exhibit 4.10 to the

                                       5
<PAGE>
 
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993).*

4.10(b)   Agreement and Amendment to the Credit Facility dated as of September
          26, 1994 (filed as Exhibit 4.10 to the Company's Registration
          Statement on Form S-4 (File No. 33-56803).*

4.10(c)   Agreement and Amendment to the Credit Facility dated as of February
          28, 1996 (filed as Exhibit 4.10(c) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995).*

4.10(d)   Agreement and Amendment to the Credit Facility dated as of February
          26, 1997 (filed as Exhibit 4.10(d) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1996).*

4.10(e)   Agreement and Amendment to the Credit Facility dated as of June 17,
          1997 (filed as Exhibit 10(d) to the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1997).*

4.10(f)   Second Amendment to the Credit Facility, dated as of February 3, 1998
          (filed as Exhibit 4.10(f) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1997).*

4.10(g)   Third Amendment to the Credit Facility, dated as of March 26, 1998
          (filed as Exhibit 4.10(g) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1997).*

4.10(h)   Fourth Amendment to the Credit Facility, dated as of July 10, 1998
          (filed as Exhibit 10(b) to the Registrant's Quarterly Report on Form
          10-Q for the fiscal quarter ended June 30, 1998).*

4.11      Indenture dated as of December 15, 1993 between the Company and The
          First National Bank of Chicago, as Trustee (filed as Exhibit 4.11 to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993).*

4.12      $1 Billion Credit Agreement dated as of July 10, 1998 among the
          Registrant, The Several Banks and Other Financial Institutions and
          NationsBank, N.A. as Documentation Agent, The Bank of Nova Scotia and
          Deutsche Bank Securities, as Co-Syndication Agents and The Chase
          Manhattan Bank, as Agent (filed as Exhibit 10(c) to the Registrant's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1998).*

23.1      Consent of Ernst & Young LLP, independent auditors.

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

                                       6
<PAGE>
 
*    Certain of the exhibits to this Registration Statement on Form S-8,
     indicated by asterisk are hereby incorporated by reference to other
     documents on file with the Commission with which they are physically filed,
     to be part hereof as of their respective dates.

     B.  In lieu of attaching as an exhibit the Internal Revenue Service
determination letter that the Employee Benefit Plans are qualified under Section
401 of the Internal Revenue Code of 1986, as amended, the Registrant hereby
undertakes that it has submitted or will submit the Employee Benefit Plans and
any amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify such plan, as amended.

                                       7
<PAGE>
 
Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     (a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement 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.

     (b) 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.

     (c) 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.

     (d) 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 each 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.

     (e) That, 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.

                                       8
<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 it has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on September 28,
1998.

                                COLUMBIA/HCA HEALTHCARE CORPORATION


                                By:  /s/ John M. Franck II
                                     ----------------------------
                                     John M. Franck II
                                     Corporate Secretary

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John M. Franck, II, Kenneth C. Donahey and Robert
A. Waterman, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform such and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement, or amendment thereto, has been signed below by the
following persons in the capacities and on the dates indicated.
 
<TABLE> 
<CAPTION> 
         SIGNATURE                                TITLE                           DATE
         ---------                                -----                           ----
<S>                                <C>                                       <C> 
/s/ Thomas F. Frist, Jr., M.D.     Chairman and Chief Executive Officer      September 28, 1998
------------------------------        (Principal Executive Officer)
Thomas F. Frist, Jr., M.D.
 
/s/ Kenneth C. Donahey             Senior Vice President and Controller      September 28, 1998
------------------------------     (Principal Financial and Accounting
Kenneth C. Donahey                               Officer)
 
/s/ Magdalena Averhoff, M.D.                     Director                    September 28, 1998
------------------------------
Magdalena Averhoff, M.D.
 
/s/ Kent C. Nelson                               Director                    September 28, 1998
------------------------------
Kent C. Nelson
</TABLE>

                                       9
<PAGE>
 
<TABLE> 
<CAPTION>  
<S>                                <C>                                       <C> 
/s/ Martin Feldstein                             Director                    September 28, 1998
------------------------------
Martin Feldstein
 
/s/ Sister Judith Ann Karam, CSA                 Director                    September 28, 1998
------------------------------
Sister Judith Ann Karam, CSA
 
/s/ T. Michael Long                              Director                    September 28, 1998
------------------------------
T. Michael Long
 
/s/ Fredrick W. Gluck                            Director                    September 20, 1998
------------------------------
Fredrick W. Gluck
 
/s/ R. Clayton McWhorter                         Director                    September 20, 1998
------------------------------
R. Clayton McWhorter
 
                                                 Director                    
------------------------------
John H. McArthur

/s/ Thomas S. Murphy                             Director                    September 20, 1998
------------------------------
Thomas S. Murphy
 
/s/ Carl E. Reichardt                            Director                    September 20, 1998
------------------------------
Carl E. Reichardt
 
/s/ Frank S. Royal, M.D.                         Director                    September 20, 1998
------------------------------
Frank S. Royal, M.D.
 
/s/ Thomas F. Frist, Jr., M.D.                   Director                    September 20, 1998
------------------------------
Thomas F. Frist, Jr., M.D.
</TABLE>

     Pursuant to the requirements of the Securities of 1933, the trustees (or
other persons who administer the employee benefit plans) have duly caused this
Registration Statement to be signed on each of their behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on
September 28, 1998.

                    COLUMBIA/HCA HEALTHCARE CORPORATION SALARY DEFERRAL PLAN

                    COLUMBIA/HCA HEALTHCARE CORPORATION STOCK BONUS PLAN

                    HEALTHTRUST, INC. 401(K) RETIREMENT PROGRAM

                    EPIC HEALTHCARE GROUP, INC. PROFIT SHARING PLAN

                                       10
<PAGE>
 
                    By:  /s/ Philip R. Patton  
                         ---------------------------------------
                         Philip R. Patton  
                         Senior Vice President - Human Resources

                                       11
<PAGE>
 
                                 EXHIBIT INDEX

Exhibits

4.1       Specimen Certificate for shares of Common Stock, par value $.01 per
          share, of the Company (filed as Exhibit 4.1 to the Company's Form SE
          to Form 10-K for the fiscal year ended December 31, 1993).*

4.2       Columbia Hospital Corporation 9% Subordinated Mandatory Convertible
          Note Due June 30, 1999 (filed as Exhibit 4.4 to the Company's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1990).*

4.3       Registration Rights Agreement between the Company and The 1818 Fund,
          L.P. dated March 18, 1991 (filed as Exhibit 4.5 to the Company's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1990).*

4.4       Securities Purchase Agreement by and between the Company and The 1818
          Fund, L.P. dated as of March 18, 1991 (filed as Exhibit 4.6 to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1990).*

4.5       Warrant to purchase shares of Common Stock, par value $.01 per share,
          of the Company (filed as Exhibit 4.7 to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1990).*

4.6       Registration Rights Agreement dated as of March 16, 1989, by and among
          HCA-Hospital Corporation of America and the persons listed on the
          signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3
          to the Schedule 13E-3 filed by HCA-Hospital Corporation of America,
          Hospital Corporation of America and The HCA profit Sharing plan on
          March 22, 1989).*

4.7       Assignment and Assumption Agreement dated as of February 10, 1994,
          between HCA-Hospital Corporation of America and The Company relating
          to the Registration Rights Agreement, as amended (filed as Exhibit 4.7
          to the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993, and incorporated herein by reference).

4.8       Amended and Restated Rights Agreement dated February 10, 1994 between
          the Company and Mid-America Bank of Louisville and Trust Company
          (filed as Exhibit 4.8 to the Company's Annual Report on Form 10-K for
          the fiscal year ended December 31, 1993).*

4.9(a)    $1 Billion Credit Agreement dated as of February 10, 1994 (the "364
          Day Agreement"), among the Company, the Several Banks and Other
          Financial Institutions, and Chemical Bank as Agent and as CAF Loan
          Agent (filed as 
<PAGE>
 
          Exhibit 4.9 to the Company's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1993).*

4.9(b)    Agreement and Amendment to the 364 Day Agreement dated as of September
          26, 1994 (filed as Exhibit 4.9 to the Company's Registration Statement
          on Form S-4 9File No. 33-56803).*

4.9(c)    Agreement and Amendment to the 364 Day Agreement dated as of February
          28, 1996 (filed as Exhibit 4.9(c) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995).*

4.9(d)    Agreement and Amendment to the 364 Day Agreement dated as of February
          26, 1997 (filed as Exhibit 4.9(d) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1996).*

4.9(e)    Agreement and Amendment to the 364 Day Agreement dated as of June 17,
          1997 (filed as Exhibit 10(c) to the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1997).

4.9(f)    First Amendment to the 364 Day Agreement dated as of February 3, 1998
          (filed as Exhibit 4.9(f) to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997).*

4.9(g)    Second Amendment to the 364 Day Agreement dated as March 26, 1998
          (filed as Exhibit 4.9(g) to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997).*

4.9(h)    Third Amendment to the 364 Day Agreement dated as of July 10, 1998
          (filed as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q
          for the fiscal quarter ended June 30, 1998).*

4.10(a)   $2 Billion Credit Agreement dated as of February 10, 1994 (the "Credit
          Facility"), among the Company, the Several Banks and Other Financial
          Institutions, and Chemical Bank as Agent and as CAF Loan Agent (filed
          as Exhibit 4.10 to the Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1993).*

4.10(b)   Agreement and Amendment to the Credit Facility dated as of September
          26, 1994 (filed as Exhibit 4.10 to the Company's Registration
          Statement on Form S-4 (File No. 33-56803).*

4.10(c)   Agreement and Amendment to the Credit Facility dated as of February
          28, 1996 (filed as Exhibit 4.10(c) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995).*

                                       2
<PAGE>
 
4.10(d)   Agreement and Amendment to the Credit Facility dated as of February
          26, 1997 (filed as Exhibit 4.10(d) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1996).*

4.10(e)   Agreement and Amendment to the Credit Facility dated as of June 17,
          1997 (filed as Exhibit 10(d) to the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1997).*

4.10(f)   Second Amendment to the Credit Facility, dated as of February 3, 1998
          (filed as Exhibit 4.10(f) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1997).*

4.10(g)   Third Amendment to the Credit Facility, dated as of March 26, 1998
          (filed as Exhibit 4.10(g) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1997).*

4.10(h)   Fourth Amendment to the Credit Facility, dated as of July 10, 1998
          (filed as Exhibit 10(b) to the Registrant's Quarterly Report on Form
          10-Q for the fiscal quarter ended June 30, 1998).*

4.11      Indenture dated as of December 15, 1993 between the Company and The
          First National Bank of Chicago, as Trustee (filed as Exhibit 4.11 to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993).*

4.12      $1 Billion Credit Agreement dated as of July 10, 1998 among the
          Registrant, The Several Banks and Other Financial Institutions and
          NationsBank, N.A. as Documentation Agent, The Bank of Nova Scotia and
          Deutsche Bank Securities, as Co-Syndication Agents and The Chase
          Manhattan Bank, as Agent (filed as Exhibit 10(c) to the Registrant's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1998).*

23.1      Consent of Ernst & Young LLP, independent auditors.

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

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

*Incorporated by reference.

                                       3
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 34720}]
{"company-data": {"conformed-name": "COLUMBIA HCA HEALTHCARE CORP/", "cik": "0000860730", "assigned-sic": "8062", "irs-number": "752497104", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64479", "film-number": "98716754"}, "business-address": {"street1": "ONE PARK PLZ", "city": "NASHVILLE", "state": "TN", "zip": "37203", "phone": "6153279551"}, "former-company": [{"former-conformed-name": "COLUMBIA HEALTHCARE CORP", "date-changed": "19930830"}, {"former-conformed-name": "COLUMBIA HOSPITAL CORP", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on September 28, 1998

                                                         Registration No. 333-

================================================================================

                       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 issuer as specified in its charter)
 
          DELAWARE                                              75-2497104
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)
 
           ONE PARK PLAZA                                          37203
        NASHVILLE, TENNESSEE
(Address of principal executive offices)                         (Zip Code)

            COLUMBIA/HCA HEALTHCARE CORPORATION SALARY DEFERRAL PLAN
              COLUMBIA/HCA HEALTHCARE CORPORATION STOCK BONUS PLAN
                  HEALTHTRUST, INC. 401(K) RETIREMENT PROGRAM
                EPIC HEALTHCARE GROUP, INC. PROFIT SHARING PLAN
                            (Full title of the plan)

                               JOHN M. FRANCK II
                              CORPORATE SECRETARY
                      COLUMBIA/HCA HEALTHCARE CORPORATION
                                 ONE PARK PLAZA
                           NASHVILLE, TENNESSEE 37203
                                 (615) 344-9551
(Name, address and telephone number, including area code, of agent for service)
---------------------------------------------------------------------------------------------------------------------------
                                               CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
                                                           Proposed maximum             Proposed
           Title of securities          Amount to be       offering price per       maximum aggregate         Amount of
          to be registered (1)         registered (2)          share (3)            offering price (3)     registration fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value            3,000,000                                                       
                                         shares                 $22.97                 $68,910,000              $20,329
---------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate amount of interests to be offered pursuant to the employee
     benefit plans described herein.
(2)  Pursuant to Rule 416(a) under the Securities Act, includes an indeterminate
     number of additional shares which may be offered and issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.
(3)  Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is
     estimated solely for the purpose of calculating the registration fee on the
     basis of the average of the high and low prices of the Registrant's Common
     Stock on the New York Stock Exchange on September 22, 1998 as reported by
     the Wall Street Journal.

================================================================================
PART I -- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.+

Item 2.  Registrant Information and Plan Annual Information.+

+  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance with the
   Note to Part I of Form S-8.

         PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
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 annual report on Form 10-K for the fiscal year ended
           December 31, 1997;

      (b)  the Registrant's quarterly report on Form 10-Q for the fiscal quarter
           ended June 30, 1998;

      (c)  the Registrant's quarterly report on Form 10-Q for the fiscal quarter
           ended March 31, 1998;

      (d)  the Registrant's current report on Form 8-K dated July 30, 1998;

      (e)  the Registrant's current report on Form 8-K dated May 27, 1998;

      (f)  the Registrant's current report on Form 8-K dated March 6, 1998;

      (g)  the Registrant's current report on Form 8-K dated February 19, 1998;

      (h)  the Registrant's current report on Form 8-K dated February 6, 1998;
           and

      (i)  the description of the Registrant's Common Stock contained in the
           Company's Registration Statement on Form 8-A filed on August 31, 1993
           pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
           amended (the "1934 Act"), including any amendments or reports filed
           for the purpose of updating such descriptions.

     All documents filed subsequent to the date of this registration statement
by the undersigned Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act prior to the filing of a post-effective amendment hereto which
indicates that all shares of Common Stock offered hereby have been sold or which
deregisters any shares of such Common Stock then remaining unsold, shall also be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from their respective dates of filing.  Any statement contained in
a document incorporated or deemed to be 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 that also is or is deemed to be

                                       2
incorporated by reference herein, modifies or supersedes such statement.  Any
statement contained in this Registration Statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any 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.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Restated Certificate of Incorporation provides that each
person who was or is made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he or she was a director or officer of the
Registrant (or was serving at the request of the Registrant as a director,
officer, employee or agent for another entity) will be indemnified and held
harmless by the Registrant, to the full extent authorized by the Delaware
General Corporation Law.

     Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds 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 shall deem proper.

     The Registrant's Restated Certificate of Incorporation provides that to the
fullest extent permitted by Delaware General Corporation Law, as the same exists
or may hereafter be amended, a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director.  The Delaware General Corporation Law permits Delaware
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty.  The only limitations imposed under the
statute are that the provision may not eliminate or limit a director's liability
(i) for breaches of the director's duty of loyalty to the

                                       3
corporation or its stockholders, (ii) for acts or omissions not in good faith or
involving intentional misconduct or known violations of law, (iii) for the
payment of unlawful dividends or unlawful stock purchases or redemptions, or
(iv) for transactions in which the director received an improper personal
benefit.

     The Registrant is insured against liabilities which it may incur by reason
of its indemnification of officers and directors in accordance with its Restated
Certificate of Incorporation.  In addition, directors and officers are insured,
at the Registrant's expense, against certain liabilities that might arise out of
their employment and are not subject to indemnification under the Restated
Certificate of Incorporation.

     The foregoing summaries are necessarily subject to the complete text of the
statutes, Restated Certificate of Incorporation and agreements referred to above
and are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     (A) The following exhibits are filed as part of this Registration 
         Statement:

Exhibits:
-------- 

4.1       Specimen Certificate for shares of Common Stock, par value $.01 per
          share, of the Company (filed as Exhibit 4.1 to the Company's Form SE
          to Form 10-K for the fiscal year ended December 31, 1993).*

4.2       Columbia Hospital Corporation 9% Subordinated Mandatory Convertible
          Note Due June 30, 1999 (filed as Exhibit 4.4 to the Company's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1990).*

4.3       Registration Rights Agreement between the Company and The 1818 Fund,
          L.P. dated March 18, 1991 (filed as Exhibit 4.5 to the Company's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1990).*

4.4       Securities Purchase Agreement by and between the Company and The 1818
          Fund, L.P. dated as of March 18, 1991 (filed as Exhibit 4.6 to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1990).*

4.5       Warrant to purchase shares of Common Stock, par value $.01 per share,
          of the Company (filed as Exhibit 4.7 to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1990).*

4.6       Registration Rights Agreement dated as of March 16, 1989, by and among
          HCA-Hospital Corporation of America and the persons listed on the
          signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3
          to the Schedule 13E-3 filed

                                       4
by HCA-Hospital Corporation of America, Hospital Corporation of
          America and The HCA profit Sharing plan on March 22, 1989).*

4.7       Assignment and Assumption Agreement dated as of February 10, 1994,
          between HCA-Hospital Corporation of America and The Company relating
          to the Registration Rights Agreement, as amended (filed as Exhibit 4.7
          to the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993, and incorporated herein by reference).

4.8       Amended and Restated Rights Agreement dated February 10, 1994 between
          the Company and Mid-America Bank of Louisville and Trust Company
          (filed as Exhibit 4.8 to the Company's Annual Report on Form 10-K for
          the fiscal year ended December 31, 1993).*

4.9(a)    $1 Billion Credit Agreement dated as of February 10, 1994 (the "364
          Day Agreement"), among the Company, the Several Banks and Other
          Financial Institutions, and Chemical Bank as Agent and as CAF Loan
          Agent (filed as Exhibit 4.9 to the Company's Annual Report on Form 
          10-K for the fiscal year ended December 31, 1993).*

4.9(b)    Agreement and Amendment to the 364 Day Agreement dated as of September
          26, 1994 (filed as Exhibit 4.9 to the Company's Registration Statement
          on Form S-4 9File No. 33-56803).*

4.9(c)    Agreement and Amendment to the 364 Day Agreement dated as of February
          28, 1996 (filed as Exhibit 4.9(c) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995).*

4.9(d)    Agreement and Amendment to the 364 Day Agreement dated as of February
          26, 1997 (filed as Exhibit 4.9(d) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1996).*

4.9(e)    Agreement and Amendment to the 364 Day Agreement dated as of June 17,
          1997 (filed as Exhibit 10(c) to the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1997).

4.9(f)    First Amendment to the 364 Day Agreement dated as of February 3, 1998
          (filed as Exhibit 4.9(f) to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997).*

4.9(g)    Second Amendment to the 364 Day Agreement dated as March 26, 1998
          (filed as Exhibit 4.9(g) to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997).*

4.9(h)    Third Amendment to the 364 Day Agreement dated as of July 10, 1998
          (filed as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q
          for the fiscal quarter ended June 30, 1998).*

4.10(a)  $2 Billion Credit Agreement dated as of February 10, 1994 (the "Credit
          Facility"), among the Company, the Several Banks and Other Financial
          Institutions, and Chemical Bank as Agent and as CAF Loan Agent (filed
          as Exhibit 4.10 to the

                                       5
Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993).*

4.10(b)   Agreement and Amendment to the Credit Facility dated as of September
          26, 1994 (filed as Exhibit 4.10 to the Company's Registration
          Statement on Form S-4 (File No. 33-56803).*

4.10(c)   Agreement and Amendment to the Credit Facility dated as of February
          28, 1996 (filed as Exhibit 4.10(c) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995).*

4.10(d)   Agreement and Amendment to the Credit Facility dated as of February
          26, 1997 (filed as Exhibit 4.10(d) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1996).*

4.10(e)   Agreement and Amendment to the Credit Facility dated as of June 17,
          1997 (filed as Exhibit 10(d) to the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1997).*

4.10(f)   Second Amendment to the Credit Facility, dated as of February 3, 1998
          (filed as Exhibit 4.10(f) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1997).*

4.10(g)   Third Amendment to the Credit Facility, dated as of March 26, 1998
          (filed as Exhibit 4.10(g) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1997).*

4.10(h)   Fourth Amendment to the Credit Facility, dated as of July 10, 1998
          (filed as Exhibit 10(b) to the Registrant's Quarterly Report on Form
          10-Q for the fiscal quarter ended June 30, 1998).*

4.11      Indenture dated as of December 15, 1993 between the Company and The
          First National Bank of Chicago, as Trustee (filed as Exhibit 4.11 to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993).*

4.12      $1 Billion Credit Agreement dated as of July 10, 1998 among the
          Registrant, The Several Banks and Other Financial Institutions and
          NationsBank, N.A. as Documentation Agent, The Bank of Nova Scotia and
          Deutsche Bank Securities, as Co-Syndication Agents and The Chase
          Manhattan Bank, as Agent (filed as Exhibit 10(c) to the Registrant's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1998).*

23.1      Consent of Ernst & Young LLP, independent auditors.

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

                                       6
*    Certain of the exhibits to this Registration Statement on Form S-8,
     indicated by asterisk are hereby incorporated by reference to other
     documents on file with the Commission with which they are physically filed,
     to be part hereof as of their respective dates.

     B.  In lieu of attaching as an exhibit the Internal Revenue Service
determination letter that the Employee Benefit Plans are qualified under Section
401 of the Internal Revenue Code of 1986, as amended, the Registrant hereby
undertakes that it has submitted or will submit the Employee Benefit Plans and
any amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify such plan, as amended.

                                       7
Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     (a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement 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.

     (b) 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.

     (c) 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.

     (d) 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 each 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.

     (e) That, 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.

                                       8
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 it has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on September 28,
1998.

                                COLUMBIA/HCA HEALTHCARE CORPORATION

                                By:  /s/ John M. Franck II
                                     ----------------------------
                                     John M. Franck II
                                     Corporate Secretary

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John M. Franck, II, Kenneth C. Donahey and Robert
A. Waterman, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform such and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement, or amendment thereto, has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE                                TITLE                           DATE
         ---------                                -----                           ----
/s/ Thomas F. Frist, Jr., M.D.     Chairman and Chief Executive Officer      September 28, 1998
------------------------------        (Principal Executive Officer)
Thomas F. Frist, Jr., M.D.
 
/s/ Kenneth C. Donahey             Senior Vice President and Controller      September 28, 1998
------------------------------     (Principal Financial and Accounting
Kenneth C. Donahey                               Officer)
 
/s/ Magdalena Averhoff, M.D.                     Director                    September 28, 1998
------------------------------
Magdalena Averhoff, M.D.
 
/s/ Kent C. Nelson                               Director                    September 28, 1998
------------------------------
Kent C. Nelson
9
/s/ Martin Feldstein                             Director                    September 28, 1998
------------------------------
Martin Feldstein
 
/s/ Sister Judith Ann Karam, CSA                 Director                    September 28, 1998
------------------------------
Sister Judith Ann Karam, CSA
 
/s/ T. Michael Long                              Director                    September 28, 1998
------------------------------
T. Michael Long
 
/s/ Fredrick W. Gluck                            Director                    September 20, 1998
------------------------------
Fredrick W. Gluck
 
/s/ R. Clayton McWhorter                         Director                    September 20, 1998
------------------------------
R. Clayton McWhorter
 
                                                 Director                    
------------------------------
John H. McArthur

/s/ Thomas S. Murphy                             Director                    September 20, 1998
------------------------------
Thomas S. Murphy
 
/s/ Carl E. Reichardt                            Director                    September 20, 1998
------------------------------
Carl E. Reichardt
 
/s/ Frank S. Royal, M.D.                         Director                    September 20, 1998
------------------------------
Frank S. Royal, M.D.
 
/s/ Thomas F. Frist, Jr., M.D.                   Director                    September 20, 1998
------------------------------
Thomas F. Frist, Jr., M.D.
Pursuant to the requirements of the Securities of 1933, the trustees (or
other persons who administer the employee benefit plans) have duly caused this
Registration Statement to be signed on each of their behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on
September 28, 1998.

                    COLUMBIA/HCA HEALTHCARE CORPORATION SALARY DEFERRAL PLAN

                    COLUMBIA/HCA HEALTHCARE CORPORATION STOCK BONUS PLAN

                    HEALTHTRUST, INC. 401(K) RETIREMENT PROGRAM

                    EPIC HEALTHCARE GROUP, INC. PROFIT SHARING PLAN

                                       10
By:  /s/ Philip R. Patton  
                         ---------------------------------------
                         Philip R. Patton  
                         Senior Vice President - Human Resources

                                       11
EXHIBIT INDEX

Exhibits

4.1       Specimen Certificate for shares of Common Stock, par value $.01 per
          share, of the Company (filed as Exhibit 4.1 to the Company's Form SE
          to Form 10-K for the fiscal year ended December 31, 1993).*

4.2       Columbia Hospital Corporation 9% Subordinated Mandatory Convertible
          Note Due June 30, 1999 (filed as Exhibit 4.4 to the Company's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1990).*

4.3       Registration Rights Agreement between the Company and The 1818 Fund,
          L.P. dated March 18, 1991 (filed as Exhibit 4.5 to the Company's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1990).*

4.4       Securities Purchase Agreement by and between the Company and The 1818
          Fund, L.P. dated as of March 18, 1991 (filed as Exhibit 4.6 to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1990).*

4.5       Warrant to purchase shares of Common Stock, par value $.01 per share,
          of the Company (filed as Exhibit 4.7 to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1990).*

4.6       Registration Rights Agreement dated as of March 16, 1989, by and among
          HCA-Hospital Corporation of America and the persons listed on the
          signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3
          to the Schedule 13E-3 filed by HCA-Hospital Corporation of America,
          Hospital Corporation of America and The HCA profit Sharing plan on
          March 22, 1989).*

4.7       Assignment and Assumption Agreement dated as of February 10, 1994,
          between HCA-Hospital Corporation of America and The Company relating
          to the Registration Rights Agreement, as amended (filed as Exhibit 4.7
          to the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993, and incorporated herein by reference).

4.8       Amended and Restated Rights Agreement dated February 10, 1994 between
          the Company and Mid-America Bank of Louisville and Trust Company
          (filed as Exhibit 4.8 to the Company's Annual Report on Form 10-K for
          the fiscal year ended December 31, 1993).*

4.9(a)    $1 Billion Credit Agreement dated as of February 10, 1994 (the "364
          Day Agreement"), among the Company, the Several Banks and Other
          Financial Institutions, and Chemical Bank as Agent and as CAF Loan
          Agent (filed as
Exhibit 4.9 to the Company's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1993).*

4.9(b)    Agreement and Amendment to the 364 Day Agreement dated as of September
          26, 1994 (filed as Exhibit 4.9 to the Company's Registration Statement
          on Form S-4 9File No. 33-56803).*

4.9(c)    Agreement and Amendment to the 364 Day Agreement dated as of February
          28, 1996 (filed as Exhibit 4.9(c) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995).*

4.9(d)    Agreement and Amendment to the 364 Day Agreement dated as of February
          26, 1997 (filed as Exhibit 4.9(d) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1996).*

4.9(e)    Agreement and Amendment to the 364 Day Agreement dated as of June 17,
          1997 (filed as Exhibit 10(c) to the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1997).

4.9(f)    First Amendment to the 364 Day Agreement dated as of February 3, 1998
          (filed as Exhibit 4.9(f) to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997).*

4.9(g)    Second Amendment to the 364 Day Agreement dated as March 26, 1998
          (filed as Exhibit 4.9(g) to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997).*

4.9(h)    Third Amendment to the 364 Day Agreement dated as of July 10, 1998
          (filed as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q
          for the fiscal quarter ended June 30, 1998).*

4.10(a)   $2 Billion Credit Agreement dated as of February 10, 1994 (the "Credit
          Facility"), among the Company, the Several Banks and Other Financial
          Institutions, and Chemical Bank as Agent and as CAF Loan Agent (filed
          as Exhibit 4.10 to the Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1993).*

4.10(b)   Agreement and Amendment to the Credit Facility dated as of September
          26, 1994 (filed as Exhibit 4.10 to the Company's Registration
          Statement on Form S-4 (File No. 33-56803).*

4.10(c)   Agreement and Amendment to the Credit Facility dated as of February
          28, 1996 (filed as Exhibit 4.10(c) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995).*

                                       2
4.10(d)   Agreement and Amendment to the Credit Facility dated as of February
          26, 1997 (filed as Exhibit 4.10(d) to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1996).*

4.10(e)   Agreement and Amendment to the Credit Facility dated as of June 17,
          1997 (filed as Exhibit 10(d) to the Company's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1997).*

4.10(f)   Second Amendment to the Credit Facility, dated as of February 3, 1998
          (filed as Exhibit 4.10(f) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1997).*

4.10(g)   Third Amendment to the Credit Facility, dated as of March 26, 1998
          (filed as Exhibit 4.10(g) to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1997).*

4.10(h)   Fourth Amendment to the Credit Facility, dated as of July 10, 1998
          (filed as Exhibit 10(b) to the Registrant's Quarterly Report on Form
          10-Q for the fiscal quarter ended June 30, 1998).*

4.11      Indenture dated as of December 15, 1993 between the Company and The
          First National Bank of Chicago, as Trustee (filed as Exhibit 4.11 to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993).*

4.12      $1 Billion Credit Agreement dated as of July 10, 1998 among the
          Registrant, The Several Banks and Other Financial Institutions and
          NationsBank, N.A. as Documentation Agent, The Bank of Nova Scotia and
          Deutsche Bank Securities, as Co-Syndication Agents and The Chase
          Manhattan Bank, as Agent (filed as Exhibit 10(c) to the Registrant's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1998).*

23.1      Consent of Ernst & Young LLP, independent auditors.

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

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

*Incorporated by reference.

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