<PAGE>
 
As filed with the Securities and Exchange Commission on December 18, 1996

                                                       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)
                          --------------------------
                      Columbia/HCA Healthcare Corporation
                         1992 Stock and Incentive Plan
                      f/k/a Columbia Hospital Corporation
                         1992 Stock and Incentive 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
<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.......  30,000,000 shares     $39.1875           $1,175,625,000    $356,250

================================================================================================== 
</TABLE>

(1)  The shares represent the number of shares of the Registrant's Common Stock
     (adjusted for the October 15, 1996 3-for-2 stock split in the form of a
     stock dividend), 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 Plan.

(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 December 16, 1996, as reported by The Wall Street Journal.  On
                                                    -----------------------     
     December 16, 1996, the average of the high and low prices was $39.1875.
<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 plan listed on the cover of the
Registration Statement (the "Plan") 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.

                                       2
<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, 1995.

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the periods ended
     March 31, 1996, June 30, 1996, and September 30, 1996, and Current Reports
     on Form 8-K dated May 20, 1996, July 3, 1996, July 5, 1996 and September
     25, 1996.

     (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
October 31, 1996, Mr. Braun owned approximately 24,921 shares and had stock
options to purchase 210,000 shares of Common Stock of the Registrant.


                                       3
<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.

Item 7.   Exemption From Registration Claimed

          None

                                       4
<PAGE>
 
Item 8.   Exhibits.

4.1       Restated Certificate of Incorporation of Registrant (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously
          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
          (previously filed as Exhibit 4.8 to the Registrant's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1993).*

                                       5
<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).*

4.12(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).

4.13      Indenture dated as of December 15, 1993 between the Registrant and The
          First National Bank of Chicago, as Trustee (previously 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      Columbia Hospital Corporation 1992 Stock and Incentive Plan, now known
          as Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan,
          as amended (previously filed as Exhibit 10.14 to the Registrant's
          Registration Statement on Form S-1 (File No. 33-48886)).*

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.

                                       6
<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.

                                       7
<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 November 25,
1996.

                                        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/ Richard L. Scott              Chairman and Chief           November 25, 1996
-------------------------------   Executive Officer (Principal 
Richard L. Scott                  Executive Officer)


        

/s/ Thomas F. Frist, Jr., M.D.    Vice-Chairman of the Board   November 25, 1996
-------------------------------                                               
Thomas F. Frist, Jr.,M.D.


/s/ Kenneth C. Donahey            Senior Vice President        November 25, 1996
-------------------------------   and Controller
Kenneth C. Donahey                (Principal Financial and
                                  Accounting Officer)
      
                                       8
<PAGE>
 
Signature                         Title                        Date
---------                         -----                        ----     

/s/ Magdalena Averhoff, M.D.      Director                     November 14, 1996
--------------------------------
Magdalena Averhoff, M.D.



/s/ Sister Judith Ann Karam, CSA  Director                     November 25, 1996
--------------------------------
Sister Judith Ann Karam, CSA



/s/ T. Michael Long               Director                     November 25, 1996
--------------------------------
T. Michael Long



/s/ Donald S. MacNaughton         Director                     November 25, 1996
--------------------------------
Donald S. MacNaughton



/s/ R. Clayton McWhorter          Director                     November 25, 1996
--------------------------------
R. Clayton McWhorter



/s/ Carl E. Reichhardt            Director                     November 25, 1996
--------------------------------
Carl E. Reichardt



/s/ Frank S. Royal, M.D.          Director                     November 25, 1996
--------------------------------
Frank S. Royal, M.D.



/s/ William T. Young              Director                     November 25, 1996
--------------------------------
William T. Young

                                       9
<PAGE>
 
                               INDEX TO EXHIBITS

Exhibits


4.1    Restated Certificate of Incorporation of Registrant (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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
       (previously filed as Exhibit 4.8 to the Registrant's Annual Report on
       Form 10-K for the fiscal year ended December 31, 1993).*

                                      10
<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).*

4.12(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).

4.13     Indenture dated as of December 15, 1993 between the Registrant and The
         First National Bank of Chicago, as Trustee (previously 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     Columbia Hospital Corporation 1992 Stock and Incentive Plan, now known
         as Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan,
         as amended (previously filed as Exhibit 10.14 to the Registrant's
         Registration Statement on Form S-1 (File No. 33-48886)).*

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.

                                      11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29758}]
{"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": "333-18169", "film-number": "96682813"}, "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 December 18, 1996

                                                       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)
                          --------------------------
                      Columbia/HCA Healthcare Corporation
                         1992 Stock and Incentive Plan
                      f/k/a Columbia Hospital Corporation
                         1992 Stock and Incentive 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.......  30,000,000 shares     $39.1875           $1,175,625,000    $356,250

==================================================================================================
(1)  The shares represent the number of shares of the Registrant's Common Stock
     (adjusted for the October 15, 1996 3-for-2 stock split in the form of a
     stock dividend), 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 Plan.

(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 December 16, 1996, as reported by The Wall Street Journal.  On
                                                    -----------------------     
     December 16, 1996, the average of the high and low prices was $39.1875.
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 plan listed on the cover of the
Registration Statement (the "Plan") 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.

                                       2
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, 1995.

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the periods ended
     March 31, 1996, June 30, 1996, and September 30, 1996, and Current Reports
     on Form 8-K dated May 20, 1996, July 3, 1996, July 5, 1996 and September
     25, 1996.

     (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
October 31, 1996, Mr. Braun owned approximately 24,921 shares and had stock
options to purchase 210,000 shares of Common Stock of the Registrant.

                                       3
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.

Item 7.   Exemption From Registration Claimed

          None

                                       4
Item 8.   Exhibits.

4.1       Restated Certificate of Incorporation of Registrant (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously
          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
          (previously filed as Exhibit 4.8 to the Registrant's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1993).*

                                       5
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).*

4.12(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).

4.13      Indenture dated as of December 15, 1993 between the Registrant and The
          First National Bank of Chicago, as Trustee (previously 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      Columbia Hospital Corporation 1992 Stock and Incentive Plan, now known
          as Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan,
          as amended (previously filed as Exhibit 10.14 to the Registrant's
          Registration Statement on Form S-1 (File No. 33-48886)).*

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.

                                       6
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.

                                       7
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 November 25,
1996.

                                        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/ Richard L. Scott              Chairman and Chief           November 25, 1996
-------------------------------   Executive Officer (Principal 
Richard L. Scott                  Executive Officer)

        

/s/ Thomas F. Frist, Jr., M.D.    Vice-Chairman of the Board   November 25, 1996
-------------------------------                                               
Thomas F. Frist, Jr.,M.D.

/s/ Kenneth C. Donahey            Senior Vice President        November 25, 1996
-------------------------------   and Controller
Kenneth C. Donahey                (Principal Financial and
                                  Accounting Officer)
      
                                       8
Signature                         Title                        Date
---------                         -----                        ----     

/s/ Magdalena Averhoff, M.D.      Director                     November 14, 1996
--------------------------------
Magdalena Averhoff, M.D.

/s/ Sister Judith Ann Karam, CSA  Director                     November 25, 1996
--------------------------------
Sister Judith Ann Karam, CSA

/s/ T. Michael Long               Director                     November 25, 1996
--------------------------------
T. Michael Long

/s/ Donald S. MacNaughton         Director                     November 25, 1996
--------------------------------
Donald S. MacNaughton

/s/ R. Clayton McWhorter          Director                     November 25, 1996
--------------------------------
R. Clayton McWhorter

/s/ Carl E. Reichhardt            Director                     November 25, 1996
--------------------------------
Carl E. Reichardt

/s/ Frank S. Royal, M.D.          Director                     November 25, 1996
--------------------------------
Frank S. Royal, M.D.

/s/ William T. Young              Director                     November 25, 1996
--------------------------------
William T. Young

                                       9
INDEX TO EXHIBITS

Exhibits

4.1    Restated Certificate of Incorporation of Registrant (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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 (previously 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
       (previously filed as Exhibit 4.8 to the Registrant's Annual Report on
       Form 10-K for the fiscal year ended December 31, 1993).*

                                      10
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).*

4.12(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).

4.13     Indenture dated as of December 15, 1993 between the Registrant and The
         First National Bank of Chicago, as Trustee (previously 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     Columbia Hospital Corporation 1992 Stock and Incentive Plan, now known
         as Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan,
         as amended (previously filed as Exhibit 10.14 to the Registrant's
         Registration Statement on Form S-1 (File No. 33-48886)).*

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.

                                      11