CONSULTING AGREEMENT


This Agreement, dated as of April 14, 1994, is by and between Healthtrust, 
Inc. - The Hospital Company, a Delaware corporation ("HTI") and Donald S. 
MacNaughton, ("Consultant").

1.  Engagement.  HTI hereby engages the Consultant, as an independent 
contractor, for services to be rendered to HTI from time to time as 
reasonably and specifically requested by HTI (the "Services"), and the 
Consultant hereby accepts the engagement upon the terms and conditions 
of this Agreement.  

2.  Term.  The term of this Agreement shall begin on January 1, 1994 and 
shall terminate on December 31, 1994.  

3.  Compensation.  The Consultant shall be paid by HTI for the Services 
at a rate of $135,000 per year (less Board of Director fees, if any) 
payable in monthly installments during the term hereof beginning February 1,
1994 and ending on January 1, 1995.  For any monthly period in which this 
Agreement is terminated, Consultant shall be paid on a prorata basis for 
Services rendered up to the date of termination.  In addition, HTI shall 
provide bookkeeping services to Consultant up to an aggregate amount not to
be reimbursed by Consultant.

	4.  Expenses.  HTI will reimburse Consultant for reasonable travel 
expenses in connection with any meetings attended by Consultant at the 
request of HTI upon the Consultant presenting an itemized statement of 
such expenses.  Other expenses shall not be reimbursed by HTI without HTI's
prior authorization.

	5.  Business Practices.  Consultant will comply with all applicable laws 
in acting on HTI's behalf.

	6.  Confidentiality.  (a) Consultant agrees that documents, data and other 
information furnished Consultant by HTI shall be held in strict confidence 
and Consultant shall not use such data or information or disclose the same 
to others or use such data or information for the Consultant's own benefits 
except such data or information as is published, is a matter of public 
record or is required to be disclosed to governmental or health care agencies.  

		(b)  The parties to this Agreement agree that the Controller General of 
the United States, Secretary of the HHS and their duly authorized 
representatives, may, upon written request, have access to those books, 
documents and records relating to the services provided  under this 
Agreement, for a period of four (4) years after the furnishing of such 
services in accordance with the applicable regulations issued pursuant to
42 CFR, Part 420, Regulation 420.300.  Any subcontractor or related party 
to the contracts privileged under the applicable attorney-client, 
accountant-client, or other legal privilege shall not be deemed waived by 
virtue of this contract.

	(c)  In the event of a breach or threatened breach by the Consultant of 
the provisions of this paragraph, HTI shall be entitled to an injunction 
restraining the Consultant from disclosing, in whole or in part, documents, 
dates or other information.  Nothing herein shall be construed as 
prohibiting HTI from pursuing any other remedies available to HTI for 
breach or threatened breach, including the recovery of damages from the
Consultant.

	7.  Termination Without Cause.  Without cause, either Consultant or HTI 
may terminate this Agreement at any time upon 10 days' prior written notice 
to the other party.  In such event, Consultant, if requested by HTI, shall 
continue to render services, and shall be paid up to the date of termination.  

	8.  Notices.  Any notice required or desired to be given under this 
Agreement shall be deemed given if in writing sent by certified mail as 
follows:

If to HTI:	Healthtrust, Inc. - The Hospital Company
          					4525 Harding Road
					          Nashville, Tennessee  37205

					Attention:  Chairman and Chief Executive		Officer

		If to Consultant:  	Donald S. MacNaughton
                   					7017 S. E. Harbor Circle
                   					Stuart, FL  34996

	9.  Waiver of Breach.  The waiver by HTI of a breach of any provision of
this Agreement by the Consultant shall not operate or be construed as a 
waiver of any subsequent breach by the Consultant.  No waiver shall be 
valid unless in writing and signed by an authorized officer of HTI.

	10.  Assignment.  The Consultant acknowledges that the services to be 
rendered by it are unique and personal.  Accordingly, the Consultant may 
not assign any of its rights or delegate any of its duties or obligations 
under this Agreement.  The rights and obligations of HTI under this 
Agreement shall inure to the benefit of and shall be binding upon the 
successors and assigns of HTI.

	11.	Relationship of Parties.  Consultant is an independent contractor, 
and neither Healthtrust nor any of its affiliates shall have any actual, 
potential, or other control or authority over Consultant.  Consultant shall
not have the right or authority to assume or create any obligation or 
responsibility whatsoever, express or implied, on behalf of or in the name 
of Healthtrust or its affiliates or to bind any of them in any respect 
whatsoever.  The parties do not intend to create a partnership, joint venture
or similar relationship.

	12.  Entire Agreement.  This Agreement contains the entire understanding of 
the parties.  It may not be changed orally but only by an agreement in 
writing signed by the party against whom enforcement of any waiver, change, 
modification, extension, or discharge is sought.

	IN WITNESS WHEREOF the parties have executed this Agreement on the date 
first above written.

						HEALTHTRUST, INC. - THE HOSPITAL
						COMPANY


						By: s/R. Clayton McWhorter     
						Title:  Chairman of the Board,
      								Chief Executive Officer
	  				    			and President


      s/Donald S. MacNaughton     
						  Donald S. MacNaughton