As filed with the Securities and Exchange Commission on June 4, 2001


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                              TRIAD HOSPITALS, INC.
             (Exact name of registrant as specified in its charter)


        Delaware                                            75-2816101
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)


    13455 Noel Road, 20th Floor
          Dallas, Texas                                       75240
(Address of principal executive offices)                    (Zip Code)

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

         Triad Hospitals, Inc. Nonqualified Employee Stock Purchase Plan
                            (Full title of the plan)

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

                               Donald P. Fay, Esq.
                            Executive Vice President
                          General Counsel and Secretary
                              Triad Hospitals, Inc.
                           13455 Noel Road, 20th Floor
                               Dallas, Texas 75240
                     (Name and address of agent for service)

                                 (972) 789-2700
          (Telephone number, including area code, of agent for service)

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


                                   CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

============================ ======================= ======================== ====================== ===============
                                                            Proposed                Proposed
         Title of                                            maximum                 maximum
        securities                   Amount                 offering                aggregate          Amount of
           to be                     to be                    price                 offering          registration
        registered             registered (1) (2)       per share (3)(4)          price (3)(4)          fee (4)
---------------------------- ----------------------- ------------------------ ---------------------- ---------------
<S>                              <C>                          <C>                  <C>                   <C>

Common Stock, par value          500,000 Shares               $24.99               $12,495,000           $3,123.75
$.01 per share)
============================ ======================= ======================== ====================== ===============

<FN>
(1)  The  securities  to be  registered  include  an  aggregate  500,000  shares
     reserved for issuance under the Triad Hospitals, Inc. Nonqualified Employee
     Stock Purchase Plan (the "Plan").
(2)  Pursuant  to  Rule  416,  this  registration  statement  also  covers  such
     additional  shares as may  hereinafter  be  offered  or  issued to  prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.
(3)  Estimated solely for purpose of calculating the registration fee.
(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be 24.99, which is the average of the highest and lowest price per share
     of common stock on the New York Stock Exchange on May 31, 2001.

</FN>
</TABLE>


<PAGE>


                                     PART I

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to the Plan  participant as specified by Rule 428(b)(1)  under the
Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Triad Hospitals,  Inc. (the "Company") hereby incorporates by reference
in this registration  statement the following documents  previously filed by the
Company with the Securities and Exchange Commission (the "Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 2000.

         (2) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2001.

         (3) The Company's Current Reports on Form 8-K filed with the Commission
on January 2, 2001,  January 17, 2001, April 16, 2001, April 17, 2001, April 18,
2001, April 30, 2001, May 8, 2001 and May 11, 2001.

         (4) The description of the Common Stock of the Company set forth in the
Registration  Statement on Form 8-A filed with the Commission on April 20, 2001,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Triad is a Delaware  corporation.  Reference  is made to Section 145 of
the  Delaware  General  Corporation  Law as to  indemnification  by Triad of its
officers  and  directors.  The  general  effect  of  such  law is to  empower  a
corporation  to  indemnify  any of its officers and  directors  against  certain
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by the person to be indemnified in
connection with certain actions,  suits or proceedings  (threatened,  pending or
completed) if the person to be  indemnified  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.

         Article Fourteenth of Triad's Certificate of Incorporation provides for
the  indemnification  of Triad's  officers and directors in accordance  with the
Delaware  General  Corporation  Law.  Article  Tenth of Triad's  Certificate  of
Incorporation  includes,  as permitted by the Delaware General  Corporation Law,
certain  limitations on the potential  personal  liability of members of Triad's
Board of Directors  for monetary  damages as a result of actions  taken in their
capacity as Board members.

         The directors  and officers of Triad are covered by insurance  policies
indemnifying them against certain  liabilities arising under the Securities Act,
which might be incurred by them in such capacities.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

         The following documents are filed as exhibits hereto.

         Exhibit                Description of Exhibit
         -------                ----------------------

          3.1  Certificate of Incorporation of the Company, as amended April 27,
               2001,  incorporated  herein by reference  from Exhibit 3.1 to the
               Company's  Post  Effective  Amendment  No.  1 on Form  S-8 to the
               Registration  Statement  on Form S-4 (file no.  333-60922)  filed
               with the Commission on April 27, 2001

          3.2  Bylaws of the Company, as amended February 18, 2000, incorporated
               herein by  reference  from  Exhibit 3.2 to the  Company's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 2000

          4.1  Triad Hospitals, Inc. Nonqualified Employee Stock Purchase Plan

          4.2  Rights Agreement dated as of May 11, 1999 between the Company and
               National  City  Bank as  rights  agent,  incorporated  herein  by
               reference from Exhibit 4.1 to the Company's  Quarterly  Report on
               Form 10-Q for the quarter ended March 31, 1999

          4.3  Form of the  Company's  common  stock  certificate,  incorporated
               herein  by   reference   from   Exhibit  4.1  to  the   Company's
               Registration Statement on Form 10 (file no. 000-29816) filed with
               the Commission on April 27, 1999

          5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation

          23.1 Consent  of  Jenkens  &  Gilchrist,  a  Professional  Corporation
               (included in opinion filed as Exhibit 5.1 hereto)

          23.2 Consent of Ernst & Young LLP, Dallas, Texas

          23.3 Consent of Ernst & Young LLP, Nashville, Tennessee


Item 9.  Undertakings.

         (a) The Company hereby undertakes:

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

                 (i) To include any prospectus  required by section  10(a)(3) of
the Securities Act;

                 (ii) To reflect in the  prospectus  any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

                 (iii) To include any material  information  with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement;

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in  periodic  reports  filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

              (2) That, for the purpose of determining  any liability  under the
Securities Act 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.

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

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the Company 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 Company  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.



<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, State of Texas, on June 1, 2001.

                                        TRIAD HOSPITALS, INC.


                                        By: /s/   James D. Shelton
                                           ----------------------------------
                                           James D. Shelton
                                           Chief Executive Officer and Chairman
                                           of the Board


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:

<TABLE>
<CAPTION>

Signature                                            Capacity                                      Date
---------                                            --------                                      ----
<S>                                                  <C>                                         <C>


/s/ James D. Shelton                                 Chairman of the Board, Chief Executive      June 1, 2001
--------------------------------------------         Officer, President and Director
James D. Shelton                                     (Principal Executive Officer)


/s/ Michael J. Parsons                               Executive Vice President, Chief             June 1, 2001
--------------------------------------------         Operating Officer and Director
Michael J. Parsons


/s/ Burke W. Whitman                                 Executive Vice President, Chief Financial   June 1, 2001
--------------------------------------------         Officer and Treasurer (Principal
Burke W. Whitman                                     Accounting Officer)


/s/ Thomas G. Loeffler                               Director                                    June 1, 2001
--------------------------------------------
Thomas G. Loeffler, Esq.


/s/ Thomas F. Frist                                  Director                                    June 1, 2001
--------------------------------------------
Thomas F. Frist, III


                                                     Director                                    ________, 2001
--------------------------------------------
Marvin Runyon


/s/ Uwe E. Reinhardt                                 Director                                    June 1, 2001
--------------------------------------------
Uwe E. Reinhardt, Ph.D.


/s/ Dale V. Kesler                                   Director                                    June 1, 2001
--------------------------------------------
Dale V. Kesler


                                                     Director                                    ________, 2001
--------------------------------------------
Gale Sayers


                                                     Director                                    ________, 2001
--------------------------------------------
Donald B. Halverstadt, M.D.


/s/ Barbara A. Durand                                Director                                    June 1, 2001
--------------------------------------------
Barbara A. Durand, Ed.D.


                                                     Director                                    ________, 2001
--------------------------------------------
Russell L. Carson


                                                     Director                                    ________, 2001
--------------------------------------------
James E. Dalton, Jr.

</TABLE>

<PAGE>

                                INDEX TO EXHIBITS

         Exhibit                Description of Exhibit

          3.1  Certificate of Incorporation of the Company, as amended April 27,
               2001,  incorporated  herein by reference  from Exhibit 3.1 to the
               Company's  Post  Effective  Amendment  No.  1 on Form  S-8 to the
               Registration  Statement  on Form S-4 (file no.  333-60922)  filed
               with the Commission on April 27, 2001

          3.2  Bylaws of the Company, as amended February 18, 2000, incorporated
               herein by  reference  from  Exhibit 3.2 to the  Company's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 2000

          4.1  Triad Hospitals, Inc. Nonqualified Employee Stock Purchase Plan

          4.2  Rights Agreement dated as of May 11, 1999 between the Company and
               National  City  Bank as  rights  agent,  incorporated  herein  by
               reference from Exhibit 4.1 to the Company's  Quarterly  Report on
               Form 10-Q for the quarter ended March 31, 1999

          4.3  Form of the  Company's  common  stock  certificate,  incorporated
               herein  by   reference   from   Exhibit  4.1  to  the   Company's
               Registration Statement on Form 10 (file no. 000-29816) filed with
               the Commission on April 27, 1999

          5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation

          23.1 Consent  of  Jenkens  &  Gilchrist,  a  Professional  Corporation
               (included in opinion filed as Exhibit 5.1 hereto)

          23.2 Consent of Ernst & Young LLP, Dallas, Texas

          23.3 Consent of Ernst & Young LLP, Nashville, Tennessee
[{"type": "S-8", "sequence": "1", "filename": "aform_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18811}]
{"company-data": {"conformed-name": "TRIAD HOSPITALS INC", "cik": "0001074771", "assigned-sic": "8062", "irs-number": "752816101", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62204", "film-number": "1653642"}, "business-address": {"street1": "13455 NOEL RD SUITE 2000", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "9727892732"}, "mail-address": {"street1": "13455 NOEL RD SUITE 2000", "city": "DALLAS", "state": "TX", "zip": "75240"}, "former-company": {"former-conformed-name": "TRIAD HOSPITALS LLC", "date-changed": "19981207"}}
As filed with the Securities and Exchange Commission on June 4, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                              TRIAD HOSPITALS, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                            75-2816101
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

    13455 Noel Road, 20th Floor
          Dallas, Texas                                       75240
(Address of principal executive offices)                    (Zip Code)

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

         Triad Hospitals, Inc. Nonqualified Employee Stock Purchase Plan
                            (Full title of the plan)

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

                               Donald P. Fay, Esq.
                            Executive Vice President
                          General Counsel and Secretary
                              Triad Hospitals, Inc.
                           13455 Noel Road, 20th Floor
                               Dallas, Texas 75240
                     (Name and address of agent for service)

                                 (972) 789-2700
          (Telephone number, including area code, of agent for service)

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

                                   CALCULATION OF REGISTRATION FEE
============================ ======================= ======================== ====================== ===============
                                                            Proposed                Proposed
         Title of                                            maximum                 maximum
        securities                   Amount                 offering                aggregate          Amount of
           to be                     to be                    price                 offering          registration
        registered             registered (1) (2)       per share (3)(4)          price (3)(4)          fee (4)
---------------------------- ----------------------- ------------------------ ---------------------- ---------------
Common Stock, par value          500,000 Shares               $24.99               $12,495,000           $3,123.75
$.01 per share)
============================ ======================= ======================== ====================== ===============
(1)  The  securities  to be  registered  include  an  aggregate  500,000  shares
     reserved for issuance under the Triad Hospitals, Inc. Nonqualified Employee
     Stock Purchase Plan (the "Plan").
(2)  Pursuant  to  Rule  416,  this  registration  statement  also  covers  such
     additional  shares as may  hereinafter  be  offered  or  issued to  prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.
(3)  Estimated solely for purpose of calculating the registration fee.
(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be 24.99, which is the average of the highest and lowest price per share
     of common stock on the New York Stock Exchange on May 31, 2001.
PART I

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to the Plan  participant as specified by Rule 428(b)(1)  under the
Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Triad Hospitals,  Inc. (the "Company") hereby incorporates by reference
in this registration  statement the following documents  previously filed by the
Company with the Securities and Exchange Commission (the "Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 2000.

         (2) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2001.

         (3) The Company's Current Reports on Form 8-K filed with the Commission
on January 2, 2001,  January 17, 2001, April 16, 2001, April 17, 2001, April 18,
2001, April 30, 2001, May 8, 2001 and May 11, 2001.

         (4) The description of the Common Stock of the Company set forth in the
Registration  Statement on Form 8-A filed with the Commission on April 20, 2001,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Triad is a Delaware  corporation.  Reference  is made to Section 145 of
the  Delaware  General  Corporation  Law as to  indemnification  by Triad of its
officers  and  directors.  The  general  effect  of  such  law is to  empower  a
corporation  to  indemnify  any of its officers and  directors  against  certain
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by the person to be indemnified in
connection with certain actions,  suits or proceedings  (threatened,  pending or
completed) if the person to be  indemnified  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.

         Article Fourteenth of Triad's Certificate of Incorporation provides for
the  indemnification  of Triad's  officers and directors in accordance  with the
Delaware  General  Corporation  Law.  Article  Tenth of Triad's  Certificate  of
Incorporation  includes,  as permitted by the Delaware General  Corporation Law,
certain  limitations on the potential  personal  liability of members of Triad's
Board of Directors  for monetary  damages as a result of actions  taken in their
capacity as Board members.

         The directors  and officers of Triad are covered by insurance  policies
indemnifying them against certain  liabilities arising under the Securities Act,
which might be incurred by them in such capacities.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

         The following documents are filed as exhibits hereto.

         Exhibit                Description of Exhibit
         -------                ----------------------

          3.1  Certificate of Incorporation of the Company, as amended April 27,
               2001,  incorporated  herein by reference  from Exhibit 3.1 to the
               Company's  Post  Effective  Amendment  No.  1 on Form  S-8 to the
               Registration  Statement  on Form S-4 (file no.  333-60922)  filed
               with the Commission on April 27, 2001

          3.2  Bylaws of the Company, as amended February 18, 2000, incorporated
               herein by  reference  from  Exhibit 3.2 to the  Company's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 2000

          4.1  Triad Hospitals, Inc. Nonqualified Employee Stock Purchase Plan

          4.2  Rights Agreement dated as of May 11, 1999 between the Company and
               National  City  Bank as  rights  agent,  incorporated  herein  by
               reference from Exhibit 4.1 to the Company's  Quarterly  Report on
               Form 10-Q for the quarter ended March 31, 1999

          4.3  Form of the  Company's  common  stock  certificate,  incorporated
               herein  by   reference   from   Exhibit  4.1  to  the   Company's
               Registration Statement on Form 10 (file no. 000-29816) filed with
               the Commission on April 27, 1999

          5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation

          23.1 Consent  of  Jenkens  &  Gilchrist,  a  Professional  Corporation
               (included in opinion filed as Exhibit 5.1 hereto)

          23.2 Consent of Ernst & Young LLP, Dallas, Texas

          23.3 Consent of Ernst & Young LLP, Nashville, Tennessee

Item 9.  Undertakings.

         (a) The Company hereby undertakes:

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

                 (i) To include any prospectus  required by section  10(a)(3) of
the Securities Act;

                 (ii) To reflect in the  prospectus  any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

                 (iii) To include any material  information  with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement;

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in  periodic  reports  filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

              (2) That, for the purpose of determining  any liability  under the
Securities Act 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.

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

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the Company 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 Company  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.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, State of Texas, on June 1, 2001.

                                        TRIAD HOSPITALS, INC.

                                        By: /s/   James D. Shelton
                                           ----------------------------------
                                           James D. Shelton
                                           Chief Executive Officer and Chairman
                                           of the Board

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:
Signature                                            Capacity                                      Date
---------                                            --------                                      ----
/s/ James D. Shelton                                 Chairman of the Board, Chief Executive      June 1, 2001
--------------------------------------------         Officer, President and Director
James D. Shelton                                     (Principal Executive Officer)

/s/ Michael J. Parsons                               Executive Vice President, Chief             June 1, 2001
--------------------------------------------         Operating Officer and Director
Michael J. Parsons

/s/ Burke W. Whitman                                 Executive Vice President, Chief Financial   June 1, 2001
--------------------------------------------         Officer and Treasurer (Principal
Burke W. Whitman                                     Accounting Officer)

/s/ Thomas G. Loeffler                               Director                                    June 1, 2001
--------------------------------------------
Thomas G. Loeffler, Esq.

/s/ Thomas F. Frist                                  Director                                    June 1, 2001
--------------------------------------------
Thomas F. Frist, III

                                                     Director                                    ________, 2001
--------------------------------------------
Marvin Runyon

/s/ Uwe E. Reinhardt                                 Director                                    June 1, 2001
--------------------------------------------
Uwe E. Reinhardt, Ph.D.

/s/ Dale V. Kesler                                   Director                                    June 1, 2001
--------------------------------------------
Dale V. Kesler

                                                     Director                                    ________, 2001
--------------------------------------------
Gale Sayers

                                                     Director                                    ________, 2001
--------------------------------------------
Donald B. Halverstadt, M.D.

/s/ Barbara A. Durand                                Director                                    June 1, 2001
--------------------------------------------
Barbara A. Durand, Ed.D.

                                                     Director                                    ________, 2001
--------------------------------------------
Russell L. Carson

                                                     Director                                    ________, 2001
--------------------------------------------
James E. Dalton, Jr.
INDEX TO EXHIBITS

         Exhibit                Description of Exhibit

          3.1  Certificate of Incorporation of the Company, as amended April 27,
               2001,  incorporated  herein by reference  from Exhibit 3.1 to the
               Company's  Post  Effective  Amendment  No.  1 on Form  S-8 to the
               Registration  Statement  on Form S-4 (file no.  333-60922)  filed
               with the Commission on April 27, 2001

          3.2  Bylaws of the Company, as amended February 18, 2000, incorporated
               herein by  reference  from  Exhibit 3.2 to the  Company's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 2000

          4.1  Triad Hospitals, Inc. Nonqualified Employee Stock Purchase Plan

          4.2  Rights Agreement dated as of May 11, 1999 between the Company and
               National  City  Bank as  rights  agent,  incorporated  herein  by
               reference from Exhibit 4.1 to the Company's  Quarterly  Report on
               Form 10-Q for the quarter ended March 31, 1999

          4.3  Form of the  Company's  common  stock  certificate,  incorporated
               herein  by   reference   from   Exhibit  4.1  to  the   Company's
               Registration Statement on Form 10 (file no. 000-29816) filed with
               the Commission on April 27, 1999

          5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation

          23.1 Consent  of  Jenkens  &  Gilchrist,  a  Professional  Corporation
               (included in opinion filed as Exhibit 5.1 hereto)

          23.2 Consent of Ernst & Young LLP, Dallas, Texas

          23.3 Consent of Ernst & Young LLP, Nashville, Tennessee