<PAGE>
 
    As filed with the Securities and Exchange Commission on August 31, 1995

                                               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
                      1995 Management Stock Purchase 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) 320-2000
           (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         
to be Registered          be Registered(1)   Per Share(2)       Offering Price     Amount of      
                                                                                   Registration Fee  
- ---------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>               <C>                <C> 
Common Stock,                                           
$.01 par value........    2,000,000 shares      $46.75            $93,500,000        $32,242
===================================================================================================
</TABLE>

(1)  The shares represent the number of shares of the Registrant's Common Stock
     (including associated Preferred Stock Purchase Rights) which may be issued
     under the Plan, 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 NYSE 
     on August 29, 1995, as reported by The Wall Street Journal. On August 29,
     1995, the average of the high and low prices was $46.75.
<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, 1994.

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the periods ended
     March 31, 1995 and June 30, 1995, and Current Reports on Form 8-K dated
     February 21, 1995 and April 24, 1995.

     (c)  The description of the 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 June
30, 1995, Mr. Braun owned approximately 1,886 shares and had stock options to
purchase 134,500 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)   $750 Million Credit Agreement dated as of February 10, 1994, among
          Columbia/HCA Healthcare Corporation, the Several Banks and Other
          Financial Institutions, and Chemical Bank as Agent and as CAF Loan
          Agent (previously 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 $750 Million Credit Agreement dated as 
          of September 26, 1994 (previously filed as Exhibit 4.9 to Amendment
          No. 1 to the Registrant's Registration Statement on Form S-4 (File 
          No. 33-56803) on January 11, 1995).*

4.12(a)   $1.5 Billion Credit Agreement dated as of February 10, 1994, among
          Columbia/HCA Healthcare Corporation, the Several Banks and Other
          Financial Institutions, and Chemical Bank as Agent and as CAF Loan
          Agent (previously 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 $1.5 Billion Credit Agreement dated as of
          September 26, 1994 (previously filed as Exhibit 4.10 to Amendment 
          No. 1 to the Registrant's Registration Statement on Form S-4 (File 
          No. 33-56803) on January 11, 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/HCA Healthcare Corporation 1995 Management Stock Purchase
          Plan.

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.

     (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
August 31, 1995.

                                  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, David C. Colby and Kenneth C.
Donahey, 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.

<TABLE> 
<CAPTION> 
Signature                       Title                               Date
- ---------                       -----                               ----
<S>                             <C>                           <C>  
                               
/s/ R. Clayton McWhorter        Chairman of the Board         August 23, 1995
- --------------------------      
R. Clayton McWhorter           
                                
/s/ Thomas F. Frist, Jr.,M.D.   Vice-Chairman of the Board    August 23, 1995 
- --------------------------     
Thomas F. Frist, Jr.,M.D.      
                               
/s/ Richard L. Scott            President, Chief Executive    August 23, 1995
- --------------------------      Officer (Principal Executive                 
Richard L. Scott                Officer and Director                         
                                                                             
                               
/s/ David C. Colby              Senior Vice President         August 23, 1995 
- --------------------------      and Treasurer (Principal 
David C. Colby                  Financial Officer)            
</TABLE> 

                                       8
<PAGE>
 
<TABLE> 
<CAPTION> 
Signature                       Title                               Date
- ---------                       -----                               ----
<S>                             <C>                           <C>  

/s/ Kenneth C. Donahey 
- --------------------------      Senior Vice President         August 23, 1995
Kenneth C. Donahey              and Controller (Principal
                                Accounting Officer)
/s/ Magdalena Averhoff, M.D. 
- --------------------------      Director                      August 23, 1995
Magdalena Averhoff, M.D. 
 
/s/ J. David Grissom 
- --------------------------      Director                      August 23, 1995
J. David Grissom 
 
/s/ Richard W. Hanselman 
- --------------------------      Director                      August 23, 1995
Richard W. Hanselman 
 
/s/ Charles J. Kane 
- --------------------------      Director                      August 23, 1995
Charles J. Kane 
 
/s/ John W. Landrum 
- --------------------------      Director                      August 23, 1995
John W. Landrum 
 
/s/ T. Michael Long 
- --------------------------      Director                      August 23, 1995
T. Michael Long 
 
/s/ Donald S. MacNaughton 
- --------------------------      Director                      August 23, 1995
Donald S. MacNaughton 
 
/s/ Darla D. Moore 
- --------------------------      Director                      August 23, 1995
Darla D. Moore 
 
/s/ Rodman W. Moorhead III 
- --------------------------      Director                      August 23, 1995
Rodman W. Moorhead III 
 
/s/ Carl F. Pollard 
- --------------------------      Director                      August 23, 1995
Carl F. Pollard 
 
/s/ Carl E. Reichardt 
- --------------------------      Director                      August 23, 1995
Carl E. Reichardt 
 
/s/ Frank S. Royal, M.D. 
- --------------------------      Director                      August 23, 1995
Frank S. Royal, M.D. 
 
/s/ Robert D. Walter 
- --------------------------      Director                      August 23, 1995
Robert D. Walter 
 
/s/ William T. Young 
- --------------------------      Director                      August 23, 1995
William T. Young 
</TABLE>

                                       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)  $750 Million Credit Agreement dated as of February 10, 1994, among
         Columbia/HCA Healthcare Corporation, the Several Banks and Other
         Financial Institutions, and Chemical Bank as Agent and as CAF Loan
         Agent (previously 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 $750 Million Credit Agreement dated as of
         September 26, 1994 (previously filed as Exhibit 4.9 to Amendment No. 1
         to the Registrant's Registration Statement on Form S-4 (File No. 
         33-56803) on January 11, 1995).*

4.12(a)  $1.5 Billion Credit Agreement dated as of February 10, 1994, among
         Columbia/HCA Healthcare Corporation, the Several Banks and Other
         Financial Institutions, and Chemical Bank as Agent and as CAF Loan
         Agent (previously 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 $1.5 Billion Credit Agreement dated as of
         September 26, 1994 (previously filed as Exhibit 4.10 to Amendment 
         No. 1 to the Registrant's Registration Statement on Form S-4 (File No.
         33-56803) on January 11, 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/HCA Healthcare Corporation 1995 Management Stock Purchase
         Plan.

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": 29829}]
{"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": "033-62303", "film-number": "95569714"}, "business-address": {"street1": "201 WEST MAIN STREET", "city": "LOUISVILLE", "state": "KY", "zip": "40202-", "phone": "(502)-572-"}, "former-company": [{"former-conformed-name": "COLUMBIA HEALTHCARE CORP", "date-changed": "19930830"}, {"former-conformed-name": "COLUMBIA HOSPITAL CORP", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on August 31, 1995

                                               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
                      1995 Management Stock Purchase 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) 320-2000
           (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         
to be Registered          be Registered(1)   Per Share(2)       Offering Price     Amount of      
                                                                                   Registration Fee  
- ---------------------------------------------------------------------------------------------------
Common Stock,                                           
$.01 par value........    2,000,000 shares      $46.75            $93,500,000        $32,242
===================================================================================================
(1)  The shares represent the number of shares of the Registrant's Common Stock
     (including associated Preferred Stock Purchase Rights) which may be issued
     under the Plan, 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 NYSE 
     on August 29, 1995, as reported by The Wall Street Journal. On August 29,
     1995, the average of the high and low prices was $46.75.
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, 1994.

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the periods ended
     March 31, 1995 and June 30, 1995, and Current Reports on Form 8-K dated
     February 21, 1995 and April 24, 1995.

     (c)  The description of the 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 June
30, 1995, Mr. Braun owned approximately 1,886 shares and had stock options to
purchase 134,500 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)   $750 Million Credit Agreement dated as of February 10, 1994, among
          Columbia/HCA Healthcare Corporation, the Several Banks and Other
          Financial Institutions, and Chemical Bank as Agent and as CAF Loan
          Agent (previously 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 $750 Million Credit Agreement dated as 
          of September 26, 1994 (previously filed as Exhibit 4.9 to Amendment
          No. 1 to the Registrant's Registration Statement on Form S-4 (File 
          No. 33-56803) on January 11, 1995).*

4.12(a)   $1.5 Billion Credit Agreement dated as of February 10, 1994, among
          Columbia/HCA Healthcare Corporation, the Several Banks and Other
          Financial Institutions, and Chemical Bank as Agent and as CAF Loan
          Agent (previously 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 $1.5 Billion Credit Agreement dated as of
          September 26, 1994 (previously filed as Exhibit 4.10 to Amendment 
          No. 1 to the Registrant's Registration Statement on Form S-4 (File 
          No. 33-56803) on January 11, 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/HCA Healthcare Corporation 1995 Management Stock Purchase
          Plan.

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.

     (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
August 31, 1995.

                                  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, David C. Colby and Kenneth C.
Donahey, 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/ R. Clayton McWhorter        Chairman of the Board         August 23, 1995
- --------------------------      
R. Clayton McWhorter           
                                
/s/ Thomas F. Frist, Jr.,M.D.   Vice-Chairman of the Board    August 23, 1995 
- --------------------------     
Thomas F. Frist, Jr.,M.D.      
                               
/s/ Richard L. Scott            President, Chief Executive    August 23, 1995
- --------------------------      Officer (Principal Executive                 
Richard L. Scott                Officer and Director                         
                                                                             
                               
/s/ David C. Colby              Senior Vice President         August 23, 1995 
- --------------------------      and Treasurer (Principal 
David C. Colby                  Financial Officer)
8
Signature                       Title                               Date
- ---------                       -----                               ----
/s/ Kenneth C. Donahey 
- --------------------------      Senior Vice President         August 23, 1995
Kenneth C. Donahey              and Controller (Principal
                                Accounting Officer)
/s/ Magdalena Averhoff, M.D. 
- --------------------------      Director                      August 23, 1995
Magdalena Averhoff, M.D. 
 
/s/ J. David Grissom 
- --------------------------      Director                      August 23, 1995
J. David Grissom 
 
/s/ Richard W. Hanselman 
- --------------------------      Director                      August 23, 1995
Richard W. Hanselman 
 
/s/ Charles J. Kane 
- --------------------------      Director                      August 23, 1995
Charles J. Kane 
 
/s/ John W. Landrum 
- --------------------------      Director                      August 23, 1995
John W. Landrum 
 
/s/ T. Michael Long 
- --------------------------      Director                      August 23, 1995
T. Michael Long 
 
/s/ Donald S. MacNaughton 
- --------------------------      Director                      August 23, 1995
Donald S. MacNaughton 
 
/s/ Darla D. Moore 
- --------------------------      Director                      August 23, 1995
Darla D. Moore 
 
/s/ Rodman W. Moorhead III 
- --------------------------      Director                      August 23, 1995
Rodman W. Moorhead III 
 
/s/ Carl F. Pollard 
- --------------------------      Director                      August 23, 1995
Carl F. Pollard 
 
/s/ Carl E. Reichardt 
- --------------------------      Director                      August 23, 1995
Carl E. Reichardt 
 
/s/ Frank S. Royal, M.D. 
- --------------------------      Director                      August 23, 1995
Frank S. Royal, M.D. 
 
/s/ Robert D. Walter 
- --------------------------      Director                      August 23, 1995
Robert D. Walter 
 
/s/ William T. Young 
- --------------------------      Director                      August 23, 1995
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)  $750 Million Credit Agreement dated as of February 10, 1994, among
         Columbia/HCA Healthcare Corporation, the Several Banks and Other
         Financial Institutions, and Chemical Bank as Agent and as CAF Loan
         Agent (previously 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 $750 Million Credit Agreement dated as of
         September 26, 1994 (previously filed as Exhibit 4.9 to Amendment No. 1
         to the Registrant's Registration Statement on Form S-4 (File No. 
         33-56803) on January 11, 1995).*

4.12(a)  $1.5 Billion Credit Agreement dated as of February 10, 1994, among
         Columbia/HCA Healthcare Corporation, the Several Banks and Other
         Financial Institutions, and Chemical Bank as Agent and as CAF Loan
         Agent (previously 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 $1.5 Billion Credit Agreement dated as of
         September 26, 1994 (previously filed as Exhibit 4.10 to Amendment 
         No. 1 to the Registrant's Registration Statement on Form S-4 (File No.
         33-56803) on January 11, 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/HCA Healthcare Corporation 1995 Management Stock Purchase
         Plan.

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