MEMORANDUM OF UNDERSTANDING



    This memorandum confirms my intent and certain understandings regarding my
continued employment by Tenet Healthcare Corporation ("Tenet").  I hereby
confirm my intent to continue as President and Chief Operating Officer of Tenet
for a period of not less than two years.  I understand that Tenet intends to
grant me, on or about June 1, 1996, options under Tenet's Stock Incentive Plan
to purchase 450,000 shares of Tenet common stock and that these options would be
exercisable at a price equal to the closing price of Tenet's common stock on the
date of grant and expire not later than ten years from the date of grant.  While
past practice has been to vest options in equal portions over three years from
the date of grant, I understand that these options would vest 66 2/3% on the
second anniversary of the date of grant and 100% on the third anniversary of the
grant date.  I understand that as a result of this vesting schedule, under the
terms of the stock incentive plan, if I leave Tenet voluntarily over the next
two years, other than for reasons covered in the stock option plan and stock
option agreement such as in the event of a change in control, I will not be
entitled to any of these 450,000 stock options.  I further understand that Tenet
does not intend to grant any additional options to me during fiscal 1997 and
fiscal 1998.





    /s/     Michael H. Focht                          Date: May 21, 1996
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    MICHAEL H. FOCHT, SR.