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                                                              EXHIBIT 10.2

                               FIRST AMENDMENT TO
                        AMENDED AND RESTATED COLUMBIA/HCA
              HEALTHCARE CORPORATION 1992 STOCK AND INCENTIVE PLAN

         Columbia/HCA Healthcare Corporation, a Delaware corporation, hereby
amends its Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock
and Incentive Plan as provided below.

1. Section 4(d)(iii) shall be amended in its entirety and replaced with the
following paragraph:

                  An optionee electing to exercise an option shall give written
                  notice to the Company of such election and of the number of
                  shares subject to such exercise. The full purchase price of
                  such shares shall be tendered with such notice of exercise.
                  Payment shall be made to the Company in cash (including bank
                  check, certified check, personal check, or money order), or,
                  at the discretion of the Committee and as specified by the
                  Committee, (A) by delivering certificates for the Company's
                  Common Stock already owned by the optionee having a fair
                  market value as of the date of exercise equal to the full
                  purchase price of the shares, together with any applicable
                  withholding taxes, or (B) a combination of cash and such
                  shares; provided, however, that an optionee shall not be
                  entitled to tender shares of the Company's Common Stock
                  pursuant to successive, substantially simultaneous exercises
                  of options granted under this or any other stock option plan
                  of the Company. The fair market value of such tendered shares
                  shall be the sales price of such shares or, in the discretion
                  of the Committee, such other value as it may determine
                  consistent with the provisions of Section 4(b) herein. The
                  Committee may also, in its sole discretion, permit option
                  holders to deliver a notice of exercise of options and
                  simultaneously to sell the shares of Common Stock thereby
                  acquired pursuant to a brokerage or similar arrangement
                  approved in advance by proper officers of the Company, using
                  the proceeds of such sale as payment of the exercise price.
                  Until such person has been issued the shares subject to such
                  exercise, he or she shall possess no rights as a stockholder
                  with respect to such shares.

2. This amendment shall be effective as of July 16, 1999.