<PAGE>
 
    As filed with the Securities and Exchange Commission on August 18, 1997

                                                       Registration No. ________

                       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 or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)               Identification No.)

                                 One Park Plaza
                           Nashville, Tennessee 37203
               (Address of Principal Executive Offices, Zip Code)
                           --------------------------
                       Value Health, Inc. 1991 Stock Plan
        Value Health, Inc. 1991 Non-Employee Director Stock Option Plan
              Value Health, Inc. 1991 Employee Stock Purchase Plan
              Medintell System Corporation 1995 Stock Option Plan
                    Diagnostek, Inc. 1991 Stock Option Plan
      Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan
                 Preferred Healthcare Ltd. Stock Incentive Plan
                                      and
          Preferred Healthcare Ltd. 1991 Directors' Stock Option Plan
                            (Full Title of the Plan)

                                STEPHEN T. BRAUN
                   Senior Vice President and General Counsel
                      Columbia/HCA Healthcare Corporation
                                 One Park Plaza
                           Nashville, Tennessee 37203
                                 (615) 327-9551
           (Name, address and telephone number of agent for service)
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================== 
                                            Proposed Maximum    Proposed Maximum
Title of Securities        Amount to         Offering Price         Aggregate           Amount of
 to be Registered        be Registered(1)     Per Share(2)       Offering Price     Registration Fee
----------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>                 <C>                 <C>
Common Stock,
$.01 par value........  3,183,046 shares       $31.25              $99,470,000         $30,143    
==================================================================================================== 
</TABLE>
(1)  The shares represent the number of shares of the Registrant's Common Stock,
     including associated Preferred Stock Purchase Rights, which may be issued
     upon the exercise of options, plus such additional shares as may become
     issuable by reason of anti-dilution and other provisions in the Plans.

(2)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(h) 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 August 14, 1997, as reported by The Wall Street Journal.  On
                                                 -----------------------     
     August 14, 1997, the average of the high and low prices was $31.25.  

                                       2
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") has been or will
be sent or given to participants in the plans, listed on the cover of the
Registration Statement (the "Plans,") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").  Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof), a prospectus that meets the requirements of Section 10(a) of
the Securities Act.

                                       3
<PAGE>
 
                                    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 latest Annual Report on Form 10-K filed pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act") for the year ended December 31, 1996.

     (b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
     March 31, 1997 and June 30, 1997 and Current Reports on Form 8-K dated
     April 22, 1997, June 27, 1997, July 24, 1997, July 25, 1997 and August 8,
     1997.

     (c) The description of the Registrant's Common Stock, $.01 par value,
     (including associated Preferred Stock Purchase Rights) contained in the
     Registrant's registration statement filed on Form 8-A dated August 31,
     1993 pursuant to the Exchange Act ("Common Stock").

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of any post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from their respective dates of filing, provided, however, that the
documents enumerated above or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made hereby are in effect prior to the filing with the
Commission of the Registrant's Annual Report on Form 10-K covering such year
shall not be incorporated by reference herein or be a part hereof from and after
the filing of such Annual Report on Form 10-K.  Any statement contained in a
document incorporated by reference herein 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 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

     The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.

Item 5.   Interests 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 July
31, 1997, Mr. Braun owned approximately 27,906 shares and had stock options to
purchase 237,500 shares of Common Stock of the Registrant.

                                       4
<PAGE>
 
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 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.

                                       5
<PAGE>
 
Item 7.   Exemption From Registration Claimed.

          None

Item 8.   Exhibits.

4.1       Restated Certificate of Incorporation of Registrant (filed as Exhibit
          3(a) to the Registrant's Current Report on Form 8-K dated February 11,
          1994).*

4.2(a)    By-laws of Registrant (filed as Exhibit 2.2 to the Registrant's
          Registration Statement on Form 8-A dated August 31, 1993).*

4.2(b)    Amendment to By-laws of Registrant (filed as Exhibit 3(b).1 to
          Registrant's Current Report on Form 8-K dated February 11, 1994).*

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

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

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

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

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

4.8       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).*

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

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

                                       6
<PAGE>
 
4.11(a)   $1 Billion Credit Agreement dated as of February 10, 1994 (the "364
          Day Agreement"), among the Registrant, the Several Banks and Other
          Financial Institutions, and Chemical Bank as Agent and as CAF Loan
          Agent (filed as Exhibit 4.9 to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1993).*

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

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

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

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

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

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

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

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

4.14      Value Health, Inc. 1991 Stock Plan (filed as Exhibit 10.2 to Value
          Health, Inc.'s Registration Statement on Form S-1 (File No. 
          33-39134)*), as amended by Amendment No. 1 to 1991 Stock Plan (which
          Amendment is filed herewith).

4.15      Value Health, Inc. 1991 Non-Employee Director Stock Option Plan (filed
          as Exhibit 10.4 to Value Health, Inc.'s Registration Statement on Form
          S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to 1991 Non-
          Employee Director Stock Option Plan (which Amendment is filed
          herewith).

4.16      Value Health, Inc. 1991 Employee Stock Purchase Plan (filed as Exhibit
          10.3 to Value Health, Inc.'s Registration Statement on Form S-1 (File
          No. 33-39134)*), as amended by Amendment No. 1 to Employee Stock
          Purchase Plan (which Amendment is filed herewith).

                                       7
<PAGE>
 
4.17      Medintell Systems Corporation 1995 Stock Option Plan (filed as Exhibit
          4.1 to Value Health, Inc.'s Registration Statement on Form S-8 (File
          No. 33-4786)).*

4.18      Diagnostek, Inc. 1991 Stock Option Plan, as amended and restated
          effective October 1, 1994 (which Plan is filed herewith).

4.19      Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan
          (filed as Exhibit 99.1 to Diagnostek, Inc.'s Registration Statement on
          Form S-8 (File No. 33-44415)).*

4.20      Preferred Healthcare Ltd. Stock Incentive Plan (filed as Exhibit 99.1
          to Value Health, Inc.'s Registration Statement on Form S-8 (File No.
          33-74002)).*

4.21      Preferred Healthcare, Ltd. 1991 Directors' Stock Option Plan (filed as
          Exhibit 99.2 to Value Health, Inc.'s Registration Statement on Form 
          S-8 (File No. 33-74002)).*

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

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

23.2      Consent of Ernst & Young LLP, independent auditors.

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

__________________________
*Incorporated by reference.

                                       8
<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 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.

                                       9
<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 August 15,
1997.

                                    COLUMBIA/HCA HEALTHCARE CORPORATION
 

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

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Stephen T. Braun, Kenneth C. Donahey and David G.
Anderson, 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, 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          August 15, 1997
-------------------------------   Executive Officer            
Thomas F. Frist, Jr., M.D.        (Principal Executive 
                                  Officer) 
                                  

/s/ Kenneth C. Donahey            Senior Vice President       August 15, 1997
-------------------------------   and Controller 
Kenneth C. Donahey                (Principal Financial and   
                                  Accounting Officer)      
                      

                                       10
<PAGE>
 
Signature                         Title                             Date
---------                         -----                             ----

/s/ Magdalena Averhoff, M.D.      Director                    August 15, 1997
-------------------------------
Magdalena Averhoff, M.D.


                             
                                  Director                    August___, 1997
-------------------------------
Sister Judith Ann Karam, CSA 


                                  Director                    August___, 1997
-------------------------------
T. Michael Long



/s/ Donald S. MacNaughton         Director                    August 15, 1997
-------------------------------
Donald S. MacNaughton



/s/ R. Clayton McWhorter          Director                    August 15, 1997
-------------------------------
R. Clayton McWhorter



/s/ Carl E. Reichardt             Director                    August 15, 1997
-------------------------------
Carl E. Reichardt



/s/ Frank S. Royal, M.D.          Director                    August 15, 1997
-------------------------------
Frank S. Royal, M.D.



                                  Director                    August_____, 1997
-------------------------------
William T. Young

                                       11
<PAGE>
 
                               INDEX TO EXHIBITS

Exhibits


4.1     Restated Certificate of Incorporation of Registrant (filed as Exhibit
        3(a) to the Registrant's Current Report on Form 8-K dated February 11,
        1994).*
      
4.2(a)  By-laws of Registrant (filed as Exhibit 2.2 to the Registrant's
        Registration Statement on Form 8-A dated August 31, 1993).*
      
4.2(b)  Amendment to By-laws of Registrant (filed as Exhibit 3(b).1 to
        Registrant's Current Report on Form 8-K dated February 11, 1994).*
      
4.3     Specimen Certificate for shares of Common Stock, par value $.01 per
        share, of the Registrant (filed as Exhibit 4.1 to the Registrant's 
        Form SE to Form 10-K for the fiscal year ended December 31, 1993).*
      
4.4     Columbia Hospital Corporation 9% Subordinated Mandatory Convertible Note
        Due June 30, 1999 (filed as Exhibit 4.4 to the Registrant's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1990).*
        
4.5     Registration Rights Agreement between the Registrant and The 1818 Fund,
        L.P. dated March 18, 1991 (filed as Exhibit 4.5 to the Registrant's
        Annual Report on Form 10-K for the fiscal year ended December 31,
        1990).*
        
4.6     Securities Purchase Agreement by and between the Registrant and The 1818
        Fund, L.P. dated as of March 18, 1991 (filed as Exhibit 4.6 to the
        Registrant's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1990).*
      
4.7     Warrant to purchase shares of Common Stock, par value $.01 per share, of
        the Registrant (filed as Exhibit 4.7 to the Registrant's Annual Report
        on Form 10-K for the fiscal year ended December 31, 1990).*
        
4.8     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).*
      
4.9     Assignment and Assumption Agreement dated as of February 10, 1994,
        between HCA-Hospital Corporation of America and the Registrant relating
        to the Registration Rights Agreement, as amended (filed as Exhibit 4.7
        to the Registrant's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1993).*
        
4.10    Amended and Restated Rights Agreement dated February 10, 1994 between
        the Registrant and Mid-America Bank of Louisville and Trust Company
        (filed as Exhibit 4.8 to the Registrant's Annual Report on Form 10-K for
        the fiscal year ended December 31, 1993).*

4.11(a) $1 Billion Credit Agreement dated as of February 10, 1994 (the "364 Day
        Agreement"), among the Registrant, the Several Banks and Other Financial
        Institutions, and Chemical Bank as Agent and as CAF Loan Agent (filed as


                                       12
<PAGE>
 
        Exhibit 4.9 to the Registrant's Annual Report on Form 10-K for the
        fiscal year ended December 31, 1993).*

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

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

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

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

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

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

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

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

4.14    Value Health, Inc. 1991 Stock Plan (filed as Exhibit 10.2 to Value
        Health, Inc.'s Registration Statement on Form S-1 (File No. 33-39134)*),
        as amended by Amendment No. 1 to 1991 Stock Plan (which Amendment is
        filed herewith).

4.15    Value Health, Inc. 1991 Non-Employee Director Stock Option Plan (filed
        as Exhibit 10.4 to Value Health, Inc.'s Registration Statement on 
        Form S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to 1991
        Non-Employee Director Stock Option Plan (which Amendment is filed
        herewith).

4.16    Value Health, Inc. 1991 Employee Stock Purchase Plan (filed as Exhibit
        10.3 to Value Health, Inc.'s Registration Statement on Form S-1 (File
        No. 33-39134)*), as amended by Amendment No. 1 to Employee Stock
        Purchase Plan (which Amendment is filed herewith).

4.17    Medintell Systems Corporation 1995 Stock Option Plan (filed as Exhibit
        4.1 to Value Health, Inc.'s Registration Statement on Form S-8 (File No.
        33-4786)).*

                                       13
<PAGE>
 
4.18    Diagnostek, Inc. 1991 Stock Option Plan, as amended and restated
        effective October 1, 1994 (which Plan is filed herewith).

4.19    Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan
        (filed as Exhibit 99.1 to Diagnostek, Inc.'s Registration Statement on
        Form S-8 (File No. 33-44415)).*

4.20    Preferred Healthcare Ltd. Stock Incentive Plan (filed as Exhibit 99.1 to
        Value Health, Inc.'s Registration Statement on Form S-8 (File No. 
        33-74002)).*

4.21    Preferred Healthcare, Ltd. 1991 Directors' Stock Option Plan (filed as
        Exhibit 99.2 to Value Health, Inc.'s Registration Statement on Form S-8
        (File No. 33-74002)).*

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

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

23.2    Consent of Ernst & Young LLP, independent auditors.

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

___________________

*Incorporated by reference.

                                       14
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 33716}]
{"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": "333-33881", "film-number": "97666004"}, "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 August 18, 1997

                                                       Registration No. ________

                       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 or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)               Identification No.)

                                 One Park Plaza
                           Nashville, Tennessee 37203
               (Address of Principal Executive Offices, Zip Code)
                           --------------------------
                       Value Health, Inc. 1991 Stock Plan
        Value Health, Inc. 1991 Non-Employee Director Stock Option Plan
              Value Health, Inc. 1991 Employee Stock Purchase Plan
              Medintell System Corporation 1995 Stock Option Plan
                    Diagnostek, Inc. 1991 Stock Option Plan
      Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan
                 Preferred Healthcare Ltd. Stock Incentive Plan
                                      and
          Preferred Healthcare Ltd. 1991 Directors' Stock Option Plan
                            (Full Title of the Plan)

                                STEPHEN T. BRAUN
                   Senior Vice President and General Counsel
                      Columbia/HCA Healthcare Corporation
                                 One Park Plaza
                           Nashville, Tennessee 37203
                                 (615) 327-9551
           (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
==================================================================================================== 
                                            Proposed Maximum    Proposed Maximum
Title of Securities        Amount to         Offering Price         Aggregate           Amount of
 to be Registered        be Registered(1)     Per Share(2)       Offering Price     Registration Fee
----------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value........  3,183,046 shares       $31.25              $99,470,000         $30,143    
====================================================================================================
(1)  The shares represent the number of shares of the Registrant's Common Stock,
     including associated Preferred Stock Purchase Rights, which may be issued
     upon the exercise of options, plus such additional shares as may become
     issuable by reason of anti-dilution and other provisions in the Plans.

(2)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(h) 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 August 14, 1997, as reported by The Wall Street Journal.  On
                                                 -----------------------     
     August 14, 1997, the average of the high and low prices was $31.25.  

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") has been or will
be sent or given to participants in the plans, listed on the cover of the
Registration Statement (the "Plans,") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").  Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof), a prospectus that meets the requirements of Section 10(a) of
the Securities Act.

                                       3
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 latest Annual Report on Form 10-K filed pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act") for the year ended December 31, 1996.

     (b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
     March 31, 1997 and June 30, 1997 and Current Reports on Form 8-K dated
     April 22, 1997, June 27, 1997, July 24, 1997, July 25, 1997 and August 8,
     1997.

     (c) The description of the Registrant's Common Stock, $.01 par value,
     (including associated Preferred Stock Purchase Rights) contained in the
     Registrant's registration statement filed on Form 8-A dated August 31,
     1993 pursuant to the Exchange Act ("Common Stock").

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of any post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from their respective dates of filing, provided, however, that the
documents enumerated above or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made hereby are in effect prior to the filing with the
Commission of the Registrant's Annual Report on Form 10-K covering such year
shall not be incorporated by reference herein or be a part hereof from and after
the filing of such Annual Report on Form 10-K.  Any statement contained in a
document incorporated by reference herein 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 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

     The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.

Item 5.   Interests 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 July
31, 1997, Mr. Braun owned approximately 27,906 shares and had stock options to
purchase 237,500 shares of Common Stock of the Registrant.

                                       4
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 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.

                                       5
Item 7.   Exemption From Registration Claimed.

          None

Item 8.   Exhibits.

4.1       Restated Certificate of Incorporation of Registrant (filed as Exhibit
          3(a) to the Registrant's Current Report on Form 8-K dated February 11,
          1994).*

4.2(a)    By-laws of Registrant (filed as Exhibit 2.2 to the Registrant's
          Registration Statement on Form 8-A dated August 31, 1993).*

4.2(b)    Amendment to By-laws of Registrant (filed as Exhibit 3(b).1 to
          Registrant's Current Report on Form 8-K dated February 11, 1994).*

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

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

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

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

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

4.8       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).*

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

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

                                       6
4.11(a)   $1 Billion Credit Agreement dated as of February 10, 1994 (the "364
          Day Agreement"), among the Registrant, the Several Banks and Other
          Financial Institutions, and Chemical Bank as Agent and as CAF Loan
          Agent (filed as Exhibit 4.9 to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1993).*

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

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

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

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

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

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

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

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

4.14      Value Health, Inc. 1991 Stock Plan (filed as Exhibit 10.2 to Value
          Health, Inc.'s Registration Statement on Form S-1 (File No. 
          33-39134)*), as amended by Amendment No. 1 to 1991 Stock Plan (which
          Amendment is filed herewith).

4.15      Value Health, Inc. 1991 Non-Employee Director Stock Option Plan (filed
          as Exhibit 10.4 to Value Health, Inc.'s Registration Statement on Form
          S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to 1991 Non-
          Employee Director Stock Option Plan (which Amendment is filed
          herewith).

4.16      Value Health, Inc. 1991 Employee Stock Purchase Plan (filed as Exhibit
          10.3 to Value Health, Inc.'s Registration Statement on Form S-1 (File
          No. 33-39134)*), as amended by Amendment No. 1 to Employee Stock
          Purchase Plan (which Amendment is filed herewith).

                                       7
4.17      Medintell Systems Corporation 1995 Stock Option Plan (filed as Exhibit
          4.1 to Value Health, Inc.'s Registration Statement on Form S-8 (File
          No. 33-4786)).*

4.18      Diagnostek, Inc. 1991 Stock Option Plan, as amended and restated
          effective October 1, 1994 (which Plan is filed herewith).

4.19      Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan
          (filed as Exhibit 99.1 to Diagnostek, Inc.'s Registration Statement on
          Form S-8 (File No. 33-44415)).*

4.20      Preferred Healthcare Ltd. Stock Incentive Plan (filed as Exhibit 99.1
          to Value Health, Inc.'s Registration Statement on Form S-8 (File No.
          33-74002)).*

4.21      Preferred Healthcare, Ltd. 1991 Directors' Stock Option Plan (filed as
          Exhibit 99.2 to Value Health, Inc.'s Registration Statement on Form 
          S-8 (File No. 33-74002)).*

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

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

23.2      Consent of Ernst & Young LLP, independent auditors.

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

__________________________
*Incorporated by reference.

                                       8
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 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.

                                       9
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 August 15,
1997.

                                    COLUMBIA/HCA HEALTHCARE CORPORATION
 

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

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Stephen T. Braun, Kenneth C. Donahey and David G.
Anderson, 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, 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          August 15, 1997
-------------------------------   Executive Officer            
Thomas F. Frist, Jr., M.D.        (Principal Executive 
                                  Officer) 
                                  

/s/ Kenneth C. Donahey            Senior Vice President       August 15, 1997
-------------------------------   and Controller 
Kenneth C. Donahey                (Principal Financial and   
                                  Accounting Officer)      
                      

                                       10
Signature                         Title                             Date
---------                         -----                             ----

/s/ Magdalena Averhoff, M.D.      Director                    August 15, 1997
-------------------------------
Magdalena Averhoff, M.D.

                             
                                  Director                    August___, 1997
-------------------------------
Sister Judith Ann Karam, CSA 

                                  Director                    August___, 1997
-------------------------------
T. Michael Long

/s/ Donald S. MacNaughton         Director                    August 15, 1997
-------------------------------
Donald S. MacNaughton

/s/ R. Clayton McWhorter          Director                    August 15, 1997
-------------------------------
R. Clayton McWhorter

/s/ Carl E. Reichardt             Director                    August 15, 1997
-------------------------------
Carl E. Reichardt

/s/ Frank S. Royal, M.D.          Director                    August 15, 1997
-------------------------------
Frank S. Royal, M.D.

                                  Director                    August_____, 1997
-------------------------------
William T. Young

                                       11
INDEX TO EXHIBITS

Exhibits

4.1     Restated Certificate of Incorporation of Registrant (filed as Exhibit
        3(a) to the Registrant's Current Report on Form 8-K dated February 11,
        1994).*
      
4.2(a)  By-laws of Registrant (filed as Exhibit 2.2 to the Registrant's
        Registration Statement on Form 8-A dated August 31, 1993).*
      
4.2(b)  Amendment to By-laws of Registrant (filed as Exhibit 3(b).1 to
        Registrant's Current Report on Form 8-K dated February 11, 1994).*
      
4.3     Specimen Certificate for shares of Common Stock, par value $.01 per
        share, of the Registrant (filed as Exhibit 4.1 to the Registrant's 
        Form SE to Form 10-K for the fiscal year ended December 31, 1993).*
      
4.4     Columbia Hospital Corporation 9% Subordinated Mandatory Convertible Note
        Due June 30, 1999 (filed as Exhibit 4.4 to the Registrant's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1990).*
        
4.5     Registration Rights Agreement between the Registrant and The 1818 Fund,
        L.P. dated March 18, 1991 (filed as Exhibit 4.5 to the Registrant's
        Annual Report on Form 10-K for the fiscal year ended December 31,
        1990).*
        
4.6     Securities Purchase Agreement by and between the Registrant and The 1818
        Fund, L.P. dated as of March 18, 1991 (filed as Exhibit 4.6 to the
        Registrant's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1990).*
      
4.7     Warrant to purchase shares of Common Stock, par value $.01 per share, of
        the Registrant (filed as Exhibit 4.7 to the Registrant's Annual Report
        on Form 10-K for the fiscal year ended December 31, 1990).*
        
4.8     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).*
      
4.9     Assignment and Assumption Agreement dated as of February 10, 1994,
        between HCA-Hospital Corporation of America and the Registrant relating
        to the Registration Rights Agreement, as amended (filed as Exhibit 4.7
        to the Registrant's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1993).*
        
4.10    Amended and Restated Rights Agreement dated February 10, 1994 between
        the Registrant and Mid-America Bank of Louisville and Trust Company
        (filed as Exhibit 4.8 to the Registrant's Annual Report on Form 10-K for
        the fiscal year ended December 31, 1993).*

4.11(a) $1 Billion Credit Agreement dated as of February 10, 1994 (the "364 Day
        Agreement"), among the Registrant, the Several Banks and Other Financial
        Institutions, and Chemical Bank as Agent and as CAF Loan Agent (filed as

                                       12
Exhibit 4.9 to the Registrant's Annual Report on Form 10-K for the
        fiscal year ended December 31, 1993).*

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

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

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

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

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

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

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

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

4.14    Value Health, Inc. 1991 Stock Plan (filed as Exhibit 10.2 to Value
        Health, Inc.'s Registration Statement on Form S-1 (File No. 33-39134)*),
        as amended by Amendment No. 1 to 1991 Stock Plan (which Amendment is
        filed herewith).

4.15    Value Health, Inc. 1991 Non-Employee Director Stock Option Plan (filed
        as Exhibit 10.4 to Value Health, Inc.'s Registration Statement on 
        Form S-1 (File No. 33-39134)*), as amended by Amendment No. 1 to 1991
        Non-Employee Director Stock Option Plan (which Amendment is filed
        herewith).

4.16    Value Health, Inc. 1991 Employee Stock Purchase Plan (filed as Exhibit
        10.3 to Value Health, Inc.'s Registration Statement on Form S-1 (File
        No. 33-39134)*), as amended by Amendment No. 1 to Employee Stock
        Purchase Plan (which Amendment is filed herewith).

4.17    Medintell Systems Corporation 1995 Stock Option Plan (filed as Exhibit
        4.1 to Value Health, Inc.'s Registration Statement on Form S-8 (File No.
        33-4786)).*

                                       13
4.18    Diagnostek, Inc. 1991 Stock Option Plan, as amended and restated
        effective October 1, 1994 (which Plan is filed herewith).

4.19    Diagnostek, Inc. 1983 Non-Qualified and Incentive Stock Option Plan
        (filed as Exhibit 99.1 to Diagnostek, Inc.'s Registration Statement on
        Form S-8 (File No. 33-44415)).*

4.20    Preferred Healthcare Ltd. Stock Incentive Plan (filed as Exhibit 99.1 to
        Value Health, Inc.'s Registration Statement on Form S-8 (File No. 
        33-74002)).*

4.21    Preferred Healthcare, Ltd. 1991 Directors' Stock Option Plan (filed as
        Exhibit 99.2 to Value Health, Inc.'s Registration Statement on Form S-8
        (File No. 33-74002)).*

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

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

23.2    Consent of Ernst & Young LLP, independent auditors.

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

___________________

*Incorporated by reference.

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