Exhibit 99.5

                      LIFEPOINT HOSPITALS HOLDINGS, INC.

                               OFFER TO EXCHANGE
                                      Its
              10 3/4% Series B Senior Subordinated Notes due 2009
                      for any and all of its outstanding
                  10 3/4% Senior Subordinated Notes due 2009

            Instruction to Registered Holder from Beneficial Owner

     The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal, in connection with the offer
by the Company to exchange the 10 3/4% Senior Subordinated Notes due 2009 (the
"Old Notes").

     This will instruct you to tender the principal amount of Old Notes
indicated below held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Prospectus and the related
Letter of Transmittal.

     The undersigned represents that (i) the 10 3/4% Series B Senior
Subordinated Notes due 2009 (the "Exchange Notes") to be acquired pursuant to
the Exchange Offer in exchange for the Old Notes designated below are being
obtained in the ordinary course of business of the person receiving such
Exchange Notes, (ii) neither the undersigned nor any other person receiving
such Exchange Notes is participating, intends to participate, or has any
arrangement or understanding with any person to participate, in the
distribution of such Exchange Notes, and (iii) it is not an "affiliate," as
defined under Rule 405 of the Securities Act of 1933 (the "Securities Act"),
of the Company. Affiliates of the Company may not tender their Old Notes in
the Exchange Offer.

     If the undersigned is a "broker" or "dealer" registered under the
Securities Exchange Act of 1934 that acquired Old Notes for its own account
pursuant to its market-making or other trading activities (other than Old
Notes acquired directly from the Company), the undersigned understands and
acknowledges that it may be deemed to be an "underwriter" within the meaning
of the Securities Act and, therefore, must deliver a prospectus relating to
the Exchange Notes in connection with any resales by it of Exchange Notes
acquired for its own account in the Exchange Offer. Notwithstanding the
foregoing, the undersigned does not thereby admit that it is an "underwriter"
within the meaning of the Securities Act.

You are hereby instructed to tender all Old Notes held for the account of the
undersigned unless otherwise indicated below.

           [_]Do not tender any Old Notes

           [_]Tender Old Notes in the aggregate principal amount of
           $
                                                     --------------

           SIGNATURE:

           ---------------------------------------------------------
                    Name of Beneficial Owner (please print)

           By_______________________________________________________
                                   Signature

           ---------------------------------------------------------
                                    Address

           _________________________________________________________
                        Area Code and Telephone Number

           Dated:         , 1999