8-K

 
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                      ----------------------------------


                                   FORM 8-K
                                CURRENT REPORT


                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


Date of Report                                          January 15, 1997
(Date Of Earliest Event Reported)


                      COLUMBIA/HCA HEALTHCARE CORPORATION
            (Exact name of Registrant as specified in its Charter)


                                   DELAWARE
                           (State of Incorporation)



 001-11239                                                      75-2497104
(Commission                                                  (I.R.S. Employer
File Number)                                                 Identification No.)



One Park Plaza, Nashville, Tennessee                            37203
(Address of principal executive offices)                     (Zip Code)


                                (615) 327-9551
             (Registrant's telephone number, including area code)


 
ITEM 5. OTHER EVENTS

        On January 15, 1997, Columbia/HCA Healthcare Corporation and Value 
Health, Inc. jointly announced the signing of a definitive agreement to merge in
a tax free stock-for-stock transaction.

ITEM 7. EXHIBIT.

        Exhibit 20.  Copy of the joint press release dated January 15, 1997


                                   SIGNATURE

        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.


COLUMBIA/HCA HEALTHCARE CORPORATION


/s/  STEPHEN T. BRAUN
- ----------------------------------------
Stephen T. Braun
Senior Vice President and General Counsel

DATED:  January 21, 1997

EX-20

                                                                      EXHIBIT 20


COLUMBIA/HCA                                            NEWS
- ------------
Healthcare Corporation (NYSE: COL)

- --------------------------------------------------------------------------------
Contact:                                                   FOR IMMEDIATE RELEASE

  INVESTOR CONTACTS:                            MEDIA CONTACTS:
  Victor L. Campbell, Columbia                  Jeff Prescott, Columbia
  (615) 344-2053                                (615) 344-5708

  Chris Byrd, Value Health                      Judy Hyfield-Starr, Value Health
  (860) 678-3419                                (860) 678-3472

        COLUMBIA AND VALUE HEALTH ANNOUNCE PLANNED $1.3 BILLION MERGER

        NASHVILLE, Tenn. and AVON, Conn., Jan. 15, 1997 - Columbia/HCA
Healthcare Corporation (NYSE:COL) and Value Health, Inc. (NYSE: VH) today
announced a definitive agreement to merge the companies in a $1.3 billion tax-
free, stock-for-stock transaction. It is anticipated that the proposed merger
will be accounted for as a pooling-of-interests.

        The proposal calls for Value Health, a $1.9 billion specialty healthcare
services company, to merge with a subsidiary of Columbia.  Each Value Health 
stockholder will receive .58 shares of Columbia common stock in exchange for 
each Value Health share held.  Through the merger, Columbia expects to issue 
approximately 35 million shares of its common stock to Value Health 
stockholders, bringing Columbia's total outstanding shares to approximately 716
million.

        The proposed merger will include Value Health's four business units: 
ValueRx, the nation's largest independent pharmacy benefit management company; 
Value Behavioral Health, the nation's largest provider of managed behavioral 
healthcare; Community Care Network/MedView, a workers' compensation and group 
health network and cost management company; and Value Health Sciences, an 
information technology company which develops disease management programs.

        Following the merger, ValueRx and Columbia Pharmacy Solutions will be 
combined, bringing total members to more than 28 million and adding more than 
2,500 commercial and wholesale customers.  ValueRx manages approximately $2.2 
billion of pharmaceutical purchases through its retail and mail-order pharmacy 
operations and represents approximately $500 million of pharmaceuticals 
annually.  

        Value Behavioral Health provides services to more than 20 million 
members through contracts with 1,000 private and public-sector companies.  
Columbia is a leading provider of behavioral health with 147 locations.

        Community Care Network/Med View will combine with Columbia's OneSource 
Health Network, a group health and workers' compensation network.  The combined
organization will provide service to approximately 4 million group health and 25
million workers' compensation members.  Value Health Sciences will expand 
Columbia's outcomes measurement and best demonstrated practices programs.

                                    -more-

 
COLUMBIA/VALUE HEALTH -- 2


        "Value Health fits well into Columbia's integrated delivery system and 
increases our ability to be a full service provider of healthcare services for 
our patients and customers," said Richard L. Scott, Chairman and Chief Executive
Officer of Columbia.  "With more than 50 million members in its general medical,
mental health, prescription drug, and workers' compensation network 
arrangements, Value Health will provide an important component of Columbia's 
comprehensive healthcare solution."

        "As we seek to secure our company's future place in the tumultuous 
healthcare industry realignment, we looked to Columbia as a company that uses 
its size to the benefit of patients, communities, employees and shareholders," 
said Robert Patricelli, Chairman and Chief Executive Officer of Value Health.  
"Columbia offers us new markets for our products, an innovative environment that
will foster continued growth, and a demonstrated record of success in quality 
improvement, cost control and performance measurement."

        The merger requires approval of Value Health stockholders and clearance 
under the Hart-Scott-Rodino Antitrust Improvements Act and other customary 
conditions.  It is anticipated that the merger will be complete by mid-1997.

        Value Health, Inc. is a provider of specialty care benefit programs to 
large corporations, insurance carriers, managed care organizations, and federal,
state and local governments.  The company's businesses include: pharmacy benefit
management; mental health and substance abuse management; workers' compensation,
disability and group health management; and disease management.

        Columbia is the nation's largest provider of healthcare services with 
facilities in 37 states, England and Switzerland.  Columbia's networks include 
344 hospitals, 135 surgery centers, more than 550 home health locations and a 
nationwide pharmacy benefit management company.  The company is building 
comprehensive networks of healthcare services, including home health, 
rehabilitation and skilled nursing units, in local markets around the country.  
In 1996 Columbia and its more than 285,000 employees and 75,000 affiliated 
physicians provided more than 40 million patient visits.

                                    *  *  *

      Columbia's address on the World Wide Web is http://www.columbia.net