8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): March 1, 2004 (February 24, 2004)

Province Healthcare Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-23639	62-1710772
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
105 Westwood Place Suite 400 Brentwood, Tennessee (Address of Principal Executive Offices)		37027 (Zip Code)

(615) 370-1377
(Registrant’s Telephone Number, Including Area Code)

TABLE OF CONTENTS

EX-99 PRESS RELEASE 02/24/04

Item 5. Other Events

     On February 24, 2004, Province Healthcare Company (the “Company”) announced the retirement of David L. Steffy from the Board of Directors, effective at the conclusion of his current term in May 2004, and the appointment of Michael P. Haley to the Board of Directors of the Company, effective immediately. The Company’s press release announcing these events is attached as an exhibit to this Report.

     In connection with Mr. Haley’s appointment, the Company’s Board of Directors determined to increase the size of the Board from seven to eight members until the annual meeting of shareholders on May 18, 2004, when the size of the Board will be set at six members. As previously announced, John M. Rutledge has retired from his position as President and Chief Operating Officer of the Company and will remain on the Board of Directors until the conclusion of his current term in May 2004.

Item 7. Financial Statements and Exhibits

(a)	Exhibits
	99 Copy of the press release, dated February 24, 2004, of Province Healthcare Company announcing the retirement of David Steffy and the appointment of Michael P. Haley as directors of the Company.

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 hereunto duly authorized.

PROVINCE HEALTHCARE COMPANY
By:	/s/ Roberto G. Pantoja Roberto G. Pantoja Vice President and Controller

Date: March 1, 2004

EX-99

EXHIBIT 99

	NEWS RELEASE
	For Immediate Release
	Contact: Merilyn H. Herbert Vice President, Investor Relations (615) 370-1377

PROVINCE HEALTHCARE ANNOUNCES BOARD CHANGES

     Brentwood, TN, February 24, 2004 — Province Healthcare Company (NYSE:PRV) announced today that David L. Steffy will retire from the Company’s Board of Directors when his term expires in May, 2004. Province also announced that Michael P. Haley, President and Chief Executive Officer of MW Manufacturers, Inc., has been named a director of the Company.

     Martin S. Rash, Chairman and Chief Executive Officer of Province, said, “We sincerely appreciate the time and effort David has put into helping make Province the success it is today. We wish David all the best as he concentrates on his private investments and philanthropic pursuits. At the same time, we welcome Mike Haley to our Board and look forward to the business acumen and public company perspective he brings to the Board.”

     Haley also serves on the Boards of American National Bank & Trust Company in Danville, Virginia and Stanley Furniture Company in Stanleytown, Virginia. He is a member of the President’s Advisory Board of Roanoke College in Roanoke, Virginia and was appointed by the Governor of Virginia to the Board of Trustees, A.L. Philpott Manufacturing Extension partnership.

     The Company owns or leases 20 general acute care hospitals (including one classified as “discontinued operations”) in 13 states with a total of 2,262 licensed beds. The Company also provides management services to 36 non-urban hospitals in 14 states with a total of 2,985 licensed beds.

     CONTACT: Merilyn H. Herbert, Province Healthcare Company (PRV) at (615) 370-1377