UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to____

Commission File No. 000-18799

HEALTH MANAGEMENT ASSOCIATES, INC.
-----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Delaware 61-0963645
- -------------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

5811 Pelican Bay Boulevard, Suite 500, Naples, Florida 34108-2710
- --------------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)

(941)598-3131
--------------------------------------------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

Yes X No
--- ---

At February 6, 2002, the following shares of the Registrant were outstanding:

Class A Common Stock 241,734,411 shares

HEALTH MANAGEMENT ASSOCIATES, INC.
FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

INDEX
-----

PART I. FINANCIAL INFORMATION Page

Item 1. Financial Statements

Consolidated Statements of Income--
Three Months Ended December 31, 2001 and 2000 .................. 3

Condensed Consolidated Balance Sheets--
December 31, 2001 and September 30, 2001 ....................... 4

Condensed Consolidated Statements of Cash Flows--
Three Months Ended December 31, 2001 and 2000 .................. 5

Notes to Interim Condensed Consolidated Financial Statements ..... 6-8

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................... 9-12

Item 3. Quantitative and Qualitative Disclosures
About Market Risk.......................................... 12

PART II. OTHER INFORMATION ............................................ 13

Signatures ................................................................ 14

Index To Exhibits ......................................................... 15-16

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

HEALTH MANAGEMENT ASSOCIATES, INC.

CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)

Three months ended
December 31,
---------------------
2001 2000
-------- --------

Net patient service revenue .......................... $495,821 $434,237

Costs and expenses:
Salaries and benefits ............................. 195,748 169,153
Supplies and other ................................ 143,433 126,069
Provision for doubtful accounts ................... 36,878 35,905
Depreciation and amortization ..................... 21,648 21,430
Rent expense ...................................... 10,926 9,522
Interest, net ..................................... 4,116 6,036
-------- --------
Total costs and expenses ...................... 412,749 368,115
-------- --------

Income before income taxes ........................... 83,072 66,122

Provision for income taxes ........................... 32,606 25,944
-------- --------

Net income ........................................... $ 50,466 $ 40,178
======== ========

Net income per share:
Basic ............................................. $ .21 $ .17
======== ========
Diluted ........................................... $ .20 $ .16
======== ========

Weighted average number of shares outstanding:

Basic ............................................. 243,649 243,234
======== ========
Diluted ........................................... 263,365 264,297
======== ========

See accompanying notes.

HEALTH MANAGEMENT ASSOCIATES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

ASSETS
-------

December 31, September 30,
2001 2001
------------ -------------
(Unaudited)

Current assets:
Cash and cash equivalents .................................... $ 118,160 $ 70,263
Receivables--net ............................................. 381,713 380,136
Supplies, prepaids and other assets .......................... 79,876 69,139
Funds held by trustee ........................................ 2,973 1,892
Deferred income taxes ........................................ 43,801 43,801
----------- -----------
Total current assets .................................... 626,523 565,231

Property, plant and equipment .................................. 1,569,389 1,453,903
Less accumulated depreciation and amortization ............... (384,244) (364,490)
----------- -----------
Net property, plant and equipment ....................... 1,185,145 1,089,413

Other assets:
Funds held by trustee ........................................ 1,744 1,791
Excess of cost over acquired net assets, net ................. 302,281 251,315
Deferred charges and other assets ............................ 34,970 33,827
----------- -----------
Total ................................................... 338,995 286,933
----------- -----------

$ 2,150,663 $ 1,941,577
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
Accounts payable ............................................. $ 122,810 $ 91,862
Accrued expenses and other liabilities ....................... 98,764 88,117
Income taxes--currently payable and deferred ................. 29,726 1,356
Current maturities of long-term debt ......................... 7,322 6,752
----------- -----------
Total current liabilities ............................... 258,622 188,087

Deferred income taxes .......................................... 34,286 34,286
Other long-term liabilities .................................... 36,894 36,565
Long-term debt ................................................. 600,038 428,990

Stockholders' equity:
Preferred stock, $.01 par value, 5,000
shares authorized .......................................... - -
Common stock, Class A, $.01 par value, 750,000
shares authorized, 259,115 and 258,074
shares issued at December 31, 2001 and
September 30, 2001, respectively ........................... 2,591 2,581
Additional paid-in capital ................................... 343,193 340,192
Retained earnings ............................................ 1,075,613 1,025,147
----------- -----------
1,421,397 1,367,920
Less treasury stock, 17,096 and 12,639 shares
at cost at December 31, 2001 and
September 30, 2001, respectively ........................... (200,574) (114,271)
----------- -----------
Total stockholders' equity .............................. 1,220,823 1,253,649
----------- -----------

$ 2,150,663 $ 1,941,577
=========== ===========

See accompanying notes.

HEALTH MANAGEMENT ASSOCIATES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

Three months ended
December 31,
---------------------------------
2001 2000
--------- ---------

Cash flows from operating activities:
Net income ........................................................... $ 50,466 $ 40,178
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization ..................................... 21,648 21,430
Provision for doubtful accounts ................................... 36,878 35,905
Loss on sale of fixed assets ...................................... - 4

Changes in assets and liabilities:
Receivables ..................................................... (23,690) (61,839)
Supplies and other current assets ............................... (7,147) (5,746)
Deferred charges and other assets ............................... 898 (9,980)
Accounts payable ................................................ 21,974 7,989
Accrued expenses and other liabilities .......................... 1,216 5,376
Income taxes--
currently payable and deferred ................................ 28,370 21,892
Other long term liabilities ..................................... (2,171) (178)
--------- ---------

Net cash provided by operating activities .................... 128,442 55,031
--------- ---------

Cash flows from investing activities:
Acquisition of facilities, net of cash acquired ...................... (186,520) -
Additions to property, plant and equipment ........................... (20,582) (16,520)
Proceeds from sale of property, plant and equipment .................. 40,052 2,792
--------- ---------

Net cash used in investing activities ........................ (167,050) (13,728)
--------- ---------

Cash flows from financing activities:
Proceeds from long-term borrowings ................................... 172,639 2,673
Principal payments on debt ........................................... (2,090) (31,641)
Proceeds from issuance of common stock ............................... 3,011 5,112
Purchase of treasury stock, at cost .................................. (86,021) -
(Increase) decrease in funds held by trustee ......................... (1,034) 133
--------- ---------

Net cash provided by (used in) financing activities .......... 86,505 (23,723)
--------- ---------

Net increase in cash and cash equivalents .............. 47,897 17,580

Cash and cash equivalents at beginning of period ....................... 70,263 16,471
--------- ---------

Cash and cash equivalents at end of period ............................. $ 118,160 $ 34,051
========= =========

See accompanying notes.

HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The condensed consolidated balance sheet as of September 30, 2001 has
been derived from the audited consolidated financial statements included in
Health Management Associates, Inc.'s (the "Company's") 2001 Annual Report on
Form 10-K. The interim condensed consolidated financial statements at December
31, 2001 and for the three months ended December 31, 2001 and 2000 are
unaudited; however, such interim statements reflect all adjustments (consisting
only of a normal recurring nature) which are, in the opinion of management,
necessary for a fair presentation of the financial position and results of
operations for the interim periods presented. The results of operations for the
interim periods presented are not necessarily indicative of the results to be
expected for the full year. The interim financial statements should be read in
conjunction with the audited consolidated financial statements of the Company
included in its 2001 Annual Report on Form 10-K.

2. Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management of the Company to make
estimates and assumptions that affect the amounts reported in the condensed
consolidated financial statements. Actual results could differ from the
estimates.

3. Earnings Per Share

The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share data):

Three months ended
December 31,
---------------------
2001 2000
-------- --------
Numerator:
Numerator for basic earnings per
share-net income $ 50,466 $ 40,178
Effect of convertible debt 1,355 1,337
-------- --------
Numerator for diluted earnings
per share $ 51,821 $ 41,515
======== ========

Denominator:
Denominator for basic earnings
per share-weighted average shares 243,649 243,234
Effect of dilutive securities:
Employee stock options 5,267 6,614
Convertible debt 14,449 14,449
-------- --------
Denominator for diluted earnings
per share 263,365 264,297
======== ========

Basic earnings per share $ .21 $ .17
======== ========
Diluted earnings per share $ .20 $ .16
======== ========

HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. Acquisitions

Effective December 1, 2001, the Company acquired the East Pointe
Hospital pursuant to an Asset Purchase Agreement. The Agreement included the
purchase of substantially all property, plant and equipment of the hospital. The
total consideration approximated $16.5 million in cash. The Company used cash on
hand to finance the cost of this transaction.

Effective January 1, 2002, the Company completed the acquisition of
four acute-care hospitals from Clarent Hospital Corporation for approximately
$170 million in cash. On the same day the Company sold one of these hospitals to
Universal Health Services, Inc. for $40.0 million in cash. The Company used
amounts available under its credit agreement to finance the net cost of these
transactions. These transactions closed on December 31, 2001 with an effective
date of January 1, 2002 and are reflected in the Company's balance sheet and
statement of cash flows as of December 31, 2001 and for the three month period
then ended.

5. Recent Accounting Pronouncements

As of July 1, 2001, the Company adopted the provisions of SFAS No. 141,
Business Combinations, and as of October 1, 2001, the Company adopted the
provisions of SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141
requires that the purchase method of accounting be used for all business
combinations entered into after June 30, 2001. SFAS No. 141 also specifies
criteria intangible assets acquired in a purchase method business combination
must meet to be recognized and reported apart from goodwill, noting that any
purchase price allocable to an assembled workforce may not be accounted for
separately. SFAS No. 142 requires that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS No. 142.
The transition provisions of SFAS No. 142 require the completion of a
transitional impairment test within six months of adoption of SFAS No. 142, with
any impairments identified accounted for as a cumulative effect of a change in
accounting principal.

In accordance with SFAS No. 142, the Company discontinued the
amortization of goodwill effective October 1, 2001. During the quarter ended
December 31, 2000, the Company recorded approximately $2.2 million of goodwill
amortization expense which reduced earnings by approximately $1.3 million (net
of tax expense of approximately $0.9 million), or approximately $0.005 per
share, basic and diluted.

The Company has not yet determined the effect of adoption of the
impairment testing requirements of SFAS No. 142 on the Company's business,
results of operations, or financial condition. The Company will perform and
report the results of its transitional impairment tests under SFAS No. 142 in
the Company's March 31, 2002 financial statements.

HEALTH MANAGEMENT ASSOCIATES, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6. Subsequent Events

On January 28, 2002, the Company issued and sold $330.0 million in face
value of Zero-Coupon Convertible Senior Subordinated Notes (the "Notes") for
gross proceeds of approximately $277.0 million. The Notes are the Company's
general unsecured obligations and are subordinated in right of payment to the
Company's existing and future indebtedness that is not, by its terms, expressly
subordinated or pari passu in right of payments to the Notes. The Company's
Convertible Senior Subordinated Debentures due 2020 (the "Debentures") rank pari
passu with the Notes. The Notes mature on January 28, 2022 unless converted or
redeemed earlier. Upon the occurrence of certain events, the Notes are
convertible into the Company's common stock at a conversion rate of 32.1644
shares of common stock for each $1,000 principal amount of the Notes (equivalent
to a conversion price of $26.11 per share). The equivalent number of shares
associated with the offering become dilutive (included in the Company's earnings
per share calculation) when the Company's common stock attains a level of $31.33
for at least 20 trading days of the 30 trading days prior to the conversion or
the Notes otherwise become convertible. The accrual of original issue discount
represents a yield to maturity of 0.875% per year calculated from January 22,
2002, excluding any contingent interest.

Holders may require the Company to purchase all or a portion of their Notes
on January 28, 2005, January 28, 2007, January 28, 2012 and January 28, 2017 for
a purchase price per note of $862.07, $877.25, $916.40 and $957.29,
respectively, plus accrued and unpaid interest to each purchase date. The
Company will pay cash for all Notes so purchased on January 28, 2005. The
Company may choose to pay the purchase price in cash or common stock or a
combination of cash and common stock for purchases on or after January 28, 2007.
In addition, upon a change in control of the Company occurring on or before
January 28, 2007, each holder may require the Company to purchase all or a
portion of such holder's Notes. The Company may redeem all or a portion of the
Notes at any time on or after January 28, 2007. The Company has agreed to file
a registration statement with respect to the Notes and shares of common stock
underlying the Notes by April 29, 2002 and to have such registration statement
become effective by June 27, 2002.

On January 29, 2002, the Company announced that it had completed its
current stock repurchase program. The Company purchased a total of 5,000,000
shares of the Company's common stock since September 2001 under the program.

Item 2. Management's discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations

Three months ended December 31, 2001 compared
to three months ended December 31, 2000

Net patient service revenue for the three months ended December
31, 2001 ("2002 Period") was $495.8 million, as compared to $434.2
million for the three months ended December 31, 2000 ("2001 Period").
This represented an increase in net patient service revenue of $61.6
million, or 14.2%. Hospitals in operation for the entire 2002 Period
and 2001 Period ("same hospitals") provided $36.6 million of the
increase in net patient service revenue which resulted primarily from
inpatient and outpatient volume increases and rate increases. The
remaining net increase of $25.0 million included $24.9 million of net
patient service revenue from the June 2001 acquisition of a 200-bed
hospital, the September 2001 acquisition of an 80-bed hospital and the
December 2001 acquisition of an 88-bed hospital, and an increase of
$0.1 million in miscellaneous other revenue.

During the 2002 Period the Company's hospitals generated
patient days of service and an occupancy rate of 223,702 and 45.5%,
respectively, versus 209,431 and 44.7%, respectively, for the 2001
Period. Same hospital patient days and occupancy rates were 201,323 and
44.6%, respectively, for the 2002 Period, and 196,393 and 43.5%,
respectively, for the 2001 Period. Same hospital admissions for the
Company during the 2002 Period were 45,302, up 1.8% from the 44,486
admissions during the 2001 Period.

The Company's operating expenses (salaries and benefits,
supplies and other, provision for doubtful accounts and rent expense)
for the 2002 Period were $387.0 million, or 78.1% of net patient
service revenue as compared to $340.6 million or 78.4% of net patient
service revenue for the 2001 Period. Of the total $46.4 million
increase, approximately $22.1 million related to same hospitals, which
was largely attributable to increased patient volumes. Another $22.6
million of increased operating expenses related to the hospital
acquisitions mentioned previously. The remaining increase of $1.7
million represented the net increase in Corporate and other operating
expenses offset by a decrease of $0.5 million of expenses resulting
from the closure of one psychiatric facility in December 2000.

The Company's depreciation and amortization costs increased by
$0.2 million and interest expense decreased by $2.0 million. The
increase in depreciation and amortization resulted primarily from the
acquisitions previously mentioned which were offset by a decrease in
amortization expense of $2.2 million related to the Company's adoption
of SFAS No. 142. The decrease in interest expense was due to lower
interest rates on the Company's Credit Agreement (as defined herein)
and lower average balances outstanding on the Credit Agreement in the
2002 Period.

The Company's income before income taxes was $83.1 million for
the 2002 Period as compared to $66.1 million for the 2001 Period, an
increase of $17.0 million or 25.7%. The increase resulted primarily
from same hospital volume increases and the acquisitions mentioned
previously.

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)

Results of Operations

Three months ended December 31, 2001 compared
to three months ended December 31, 2000 (continued)

The Company's provision for income taxes was $32.6 million for
the 2002 Period, as compared to $25.9 million for the 2001 Period.
These provisions reflect effective income tax rates of approximately
39.2% for both periods. As a result of the foregoing, the Company's net
income was $50.5 million for the 2002 Period as compared to $40.2
million for the 2001 Period.

Liquidity and Capital Resources

2002 Three Month Period Cash Flows compared to 2001 Three Month Period
Cash Flows

The Company's operating cash flows totaled $128.4 million
for the 2002 Period as compared to $55.0 million for the 2001 Period.
The continued positive cash flows from operating activities result from
the Company's profitability and management of its working capital. The
Company's investing activities used $167.1 million and $13.7 million
for the 2002 Period and 2001 Period, respectively. Acquisition of
hospitals accounted for the majority of the expenditures in the 2002
Period. Ongoing renovation and capital equipment costs accounted for
the majority of the expenditures in the 2001 Period. Financing
activities provided for $86.5 million for the 2002 Period and used
$23.7 for the 2001 period. Increased borrowings to finance
acquisitions, offset by purchases of treasury stock, accounted for the
majority of the increase in the 2002 period. See the Condensed
Consolidated Statements of Cash Flows for the three months ended
December 31, 2001 and 2000 at page 5 of this Report.

Capital Resources

The Company currently has a 5-year $450 million Credit
Agreement (the "Credit Agreement") due November 30, 2004. The Credit
Agreement is a term loan agreement which permits the Company to borrow
under an unsecured revolving credit loan at any time through November
30, 2004, at which time the agreement terminates and all outstanding
amounts become due and payable. The Company may choose a Base Rate Loan
(prime interest rate) or a Eurodollar Rate Loan (LIBOR interest rate).
The interest rate for a Eurodollar Rate Loan is currently LIBOR plus
1.00 percent, and will increase or decrease in relation to a change in
the Company's credit rating. Monthly or quarterly interest payments are
required depending on the type of loan chosen by the Company. The
interest rate on the outstanding balance at December 31, 2001 and
December 31, 2000 was 2.9% and 7.6%, respectively.

The Company also has a $15 million unsecured revolving credit
commitment with a bank. The $15 million credit is a working capital
commitment which is tied to the Company's cash management system, and
renews annually in December. Currently, interest on any outstanding
balance is

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)

payable monthly at a fluctuating rate not to exceed the bank's prime
rate less .25%. The interest rate at December 30, 2001 and 2000 was
4.75% and 9.5% respectively. As of December 31, 2001, there were no
amounts outstanding under this credit commitment.

In addition, the Company is obligated to pay certain
commitment fees based upon amounts available for borrowing during the
terms of the credit agreements described above.

The credit agreements contain covenants which, without
prior consent of the banks, limit certain activities, including those
relating to mergers, consolidations and the Company's ability to
secure additional indebtedness, make guarantees, grant security
interests and declare dividends. The Company must also maintain
minimum levels of consolidated tangible net worth, debt service
coverage and interest coverage. At December 31, 2001, the Company was
in compliance with these covenants.

On August 16, 2000, the Company sold $488.8 million face
value of Convertible Senior Subordinated Debentures due 2020 for
gross proceeds of $287.7 million. The Debentures mature on August 16,
2020 unless converted or redeemed earlier. The Debentures are
convertible into the Company's common stock at a conversion rate of
29.5623 shares of common stock for each $1,000 principal amount of
the Debentures (equivalent to a conversion price of $19.9125 per
share). Interest on the Debentures is payable semiannually in arrears
on August 16 and February 16 of each year at a rate of .25% per year
on the principal amount at maturity. The rate of cash interest and
accrual of original issue discount represent a yield to maturity of
3% per year calculated from August 16, 2000.

Holders may require the Company to purchase all or a
portion of their Debentures on August 16, 2003, August 16, 2008 and
August 16, 2013 for a purchase price per Debenture of $635.88,
$724.85 and $827.53, respectively, plus accrued and unpaid interest
to each purchase date. The Company may choose to pay the purchase
price in cash or common stock or a combination of cash and common
stock. In addition, upon a change in control of the Company occurring
on or before August 16, 2003, each holder may require the Company to
repurchase all or a portion of such holder's Debentures. The Company
may redeem all or a portion of the Debentures at any time on or after
August 16, 2003.

On January 28, 2002, the Company issued and sold
$330.0 million face value of Zero-Coupon Convertible Senior
Subordinated Notes due 2022 for gross proceeds of approximately $277.0
million. See footnote 6 to the Interim Condensed Consolidated
Financial Statements.

Forward-Looking Statements
--------------------------

Certain statements contained in this Form 10-Q, including,
without limitation, statements containing the words "believes,"
"anticipates," "intends," " expects" and words of similar import,
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of the Company or industry results to be
materially different from any future results, performance or
achievements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)

Forward-Looking Statements (continued)
--------------------------

expressed or implied by such forward-looking statements. Such factors
include, among others, the following: general economic and business
conditions, both nationally and in the regions in which the Company
operates; industry capacity; demographic changes; existing
governmental regulations and changes in, or the failure to comply
with, governmental regulations; legislative proposals for health care
reform; the ability to enter into managed care proposals for health
care reform; the ability to enter into Medicare and Medicaid payment
levels; liability and other claims asserted against the Company;
competition; the loss of any significant ability to attract and
retain qualified personnel, including physicians; the availability
and terms of capital to fund additional acquisitions or replacement
facilities. Given these uncertainties, prospective investors are
cautioned not to place undue reliance on such forward-looking
statements. The Company disclaims any obligation to update any such
factors or to publicly announce the results of any revision to any of
the forward-looking statements contained herein to reflect future
events or developments.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
- ----------------------------------------------------------

During the three months ended December 31, 2001, there were no
material changes in the quantitative and qualitative disclosures
about market risks presented in Item 7A in the Company's Annual
Report on Form 10-K for the year ended September 30, 2001, other
than the change as described below.

During the three months ended December 31, 2001, the Company
increased its borrowings under its variable rate revolving line of
credit agreement by $170 million.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.
-----------------

None.

Item 2. Changes in Securities.
---------------------

None.

Item 3. Defaults upon Senior Securities.
-------------------------------

None.

Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------

None.

Item 5. Other Information
-----------------

None

Item 6. Exhibits and Reports on Form 8-K.
--------------------------------

a. Exhibits:
--------

See Index to Exhibits located on page 15

b. Reports on Form 8-K:
-------------------

Form 8-K Reporting Date--January 24, 2002
Item Reported--Item 5. Other Events and Regulation
FD Disclosure. The Company reported the offering of
approximately $277 million (gross proceeds) of
Zero-Coupon Convertible Senior Subordinated Notes
due 2022 to qualified institutional buyers.

Form 8-K Reporting Date--Fabruary 13, 2002
Item Reported--Item 5. Other Events and Regulation
FD Disclosure. The Company reported the closing of
the offering of approximately $277 million (gross
proceeds) of Zero-Coupon Convertible Senior
Subordinated Notes due 2022 to qualified
institutional buyers.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

HEALTH MANAGEMENT ASSOCIATES, INC.

DATE: February 13, 2002 BY: /s/ Robert E. Farnham
----------------------
Robert E. Farnham
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)

INDEX TO EXHIBITS

(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession.

Not applicable.

(3) (i) Articles of Incorporation

3.1 The Fifth Restated Certificate of Incorporation, previously filed and
included as Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995, is incorporated herein by
reference.

3.2 Certificate of Amendment to Fifth Restated Certificate of
Incorporation, previously filed and included as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended September 30,
1999, is incorporated herein by reference.

(ii) By-laws

3.3 The By-laws, as amended, previously filed and included as Exhibit 3.3
to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, is incorporated herein by reference.

(4) Instruments defining the rights of security holders, including indentures.

The Exhibits referenced under (3) of this Index to Exhibits are
incorporated herein by reference.

4.1 Specimen Stock Certificate, previously filed and included as Exhibit
4.11 to the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1992, is incorporated herein by reference.

4.5 Credit Agreement by and among Health Management Associates, Inc., as
Borrower, Bank of America, N.A., as Administrative Agent and as
Lender, First Union National Bank, as Syndication Agent and as
Lender, and the Chase Manhattan Bank, as Syndication Agent and as
Lender, and The Lenders Party Hereto From Time To Time, dated
November 30, 1999, previously filed and included as Exhibit 4.5 to
the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999, is incorporated herein by reference.

4.6 Credit Agreement dated March 23, 2000 between First Union National
Bank and Health Management Associates, Inc., pertaining to a $15
million working capital and cash management line of credit,
previously filed and included as Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 30, 2000,
is incorporated herein by reference.

4.7 Indenture dated August 16, 2000 between Health Management Associates,
Inc. and First Union National Bank, pertaining to the $488.7 million
face value of Convertible Senior Subordinated Debentures due 2020,
previously filed and included as Exhibit 4.1(1) to the Company's Form
S-3 Registration Statement filed October 27, 2000, is incorporated
herein by reference.

(10) Material contracts.

10.1 Amendment No. 8 to the Health Management Associates, Inc. Stock
Option Plan for Outside Directors.

INDEX TO EXHIBITS (Continued)

(11) Statement re computation of per share earnings.

Not applicable.

(15) Letter re unaudited interim financial information.

Not applicable.

(18) Letter re change in accounting principles.

Not applicable.

(19) Report furnished to security holders.

Not applicable.

(22) Published report regarding matters submitted to vote of security
holders.

Not applicable.

(23) Consents of experts and counsel.

Not applicable.

(24) Power of attorney.

Not applicable.

(99) Additional exhibits.

Not applicable.