CONSULTING AGREEMENT

Agreement dated as of February 28, 1994 between
Healthtrust, Inc. - The Hospital Company, a Delaware
corporation ("HTI") and Alethea O. Caldwell,
("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 February 1,
1994 and shall terminate on August 31, 1994.  

3.  Compensation.  
The Consultant shall be paid by HTI for the Services on
a per diem basis at a rate of $1,000.00 per day payable
within 15 days after HTI's receipt of appropriate
invoices describing the Services performed and time
spent during the previous month pursuant to this
Agreement.

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 contract shall also be deemed
to have agreed to these terms and conditions.  The
parties agree that any documents 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: 
Alethea O. Caldwell
6880 Pico Del Monte
Tucson, AZ  85715

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/Robert A. Vraciu           
Title:  Vice-President


s/Alethea O. Caldwell        
  Alethea O. Caldwell