S-3

As filed with the Securities and Exchange Commission on December 21, 2004

Registration No. 333-                  

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HCA Inc.

(Exact name of registrant as specified in its charter)

Delaware	75-2497104
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Park Plaza

Nashville, Tennessee 37203

(615) 344-9551

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

JOHN M. FRANCK II

Vice President and Corporate Secretary

HCA Inc.

One Park Plaza

Nashville, Tennessee 37203

(615) 344-9551

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

J. Page Davidson	Michael J. Pendleton
Bass, Berry & Sims PLC	Jenkens & Gilchrist
315 Deaderick Street, Suite 2700	A Professional Corporation
Nashville, Tennessee 37238-2700	12100 Wilshire Blvd., 15th Floor
(615) 742-6200	Los Angeles, CA 90025-7120
	(310) 820-8800

         Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

         If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    þ

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    þ

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering Price Per	Aggregate Offering	Amount of
Securities to be Registered	Registered	Unit	Price(1)	Registration Fee(2)
Debt Securities	$1,350,000,000	100%	$1,350,000,000	$158,895

(1)

Estimated solely for purposes of calculating the registration fee.

(2)

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included as part of this Registration Statement also relates to the remaining unsold debt securities having a proposed maximum offering price of $150,000,000, which were previously registered on the Registration Statement on Form S-3 (Registration Statement No. 333-107536) of HCA Inc. filed with the Securities and Exchange Commission on July 31, 2003, in respect of which $12,135 has been paid to the Commission as a filing fee.

         The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

HCA Inc.

$1,500,000,000

Debt Securities

        This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this shelf process, we may, from time to time, sell the debt securities described in this prospectus in one or more offerings up to a total dollar amount of $1,500,000,000.

      This prospectus provides you with a general description of the debt securities we may offer. Each time we sell debt securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. A prospectus supplement may also add, update or change information contained in this prospectus.

      You should rely only on the information incorporated by reference or provided in this prospectus and the prospectus supplement. Neither we nor any underwriter has authorized anyone else to provide you with different information. This prospectus is not an offer to sell and it is not soliciting an offer to buy these debt securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or the prospectus supplement is accurate as of any date other than the date on the front of the document.

      We will provide specific terms of these debt securities in supplements to this prospectus. You should read this prospectus and any supplement, together with the additional information described under the heading “Where You Can Find More Information,” carefully before you invest.

      We maintain our principal executive offices at One Park Plaza, Nashville, Tennessee 37203, telephone (615) 344-9551.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

December      , 2004

TABLE OF CONTENTS

Where You Can Find More Information	3
The Company	4
Ratio of Earnings to Fixed Charges	4
Use of Proceeds	4
Description of Debt Securities	5
Tax Consequences to Holders	11
Plan of Distribution	12
Legal Opinions	13
Experts	13
EX-1 UNDERWRITING AGREEMENT STANDARD PROVISIONS
EX-5 OPINION OF BASS, BERRY & SIMS PLC
EX-23.1 CONSENT OF ERNST & YOUNG LLP
EX-25 STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1

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WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the informational requirements of the Securities Exchange Act of 1934 and file reports and other information with the SEC. You may read and copy these reports at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at (800) 732-0330. You may also inspect these reports at the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common stock trades. In addition, the SEC maintains an Internet site that contains reports and other information regarding us (http://www.sec.gov).

      We have registered these securities with the SEC on Form S-3 under the Securities Act of 1933. As allowed by the SEC’s rules, this prospectus does not contain all of the information set forth in the Registration Statement. You may obtain copies of the Registration Statement (including exhibits), free of charge, as discussed in the first paragraph.

      The SEC allows us to “incorporate by reference” into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the following documents:

•  our Annual Report on Form 10-K for the year ended December 31, 2003;

•  our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004;

•  our Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 3, 2004, March 11, 2004, April 14, 2004, April 22, 2004, July 14, 2004, July 26, 2004, October 13, 2004, October 25, 2004, November 10, 2004, November 19, 2004 and December 16, 2004, and our Amendment No. 1 to our Current Report on Form 8-K filed on October 25, 2004; and

•  any future documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our offering is completed.

      Notwithstanding the foregoing, information furnished under Items 9 and 12 of our Current Reports on Form 8-K prior to August 23, 2004, and information furnished under Items 2.02 and 7.01 of our Current Reports on Form 8-K thereafter, including the related Exhibits, is not incorporated by reference in this prospectus and the accompanying registration statement.

      You may obtain copies of the above information (including exhibits), upon written or oral request, without charge. You should direct requests to John M. Franck II, Vice President and Corporate Secretary, HCA Inc., One Park Plaza, Nashville, Tennessee 37203 or by telephone at (615) 344-9551. Our web site address is www.hcahealthcare.com. Please note that our web site address is provided as an inactive textual reference only.

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THE COMPANY

      HCA Inc. is a holding company whose affiliates own and operate hospitals and related health care entities. The term “affiliates” includes our direct and indirect subsidiaries and partnerships and joint ventures in which our subsidiaries are partners. As of September 30, 2004, these affiliates owned and operated 183 hospitals and 81 freestanding surgery centers and provided extensive outpatient and ancillary services. Our affiliates are also partners in several 50/50 joint ventures that, as of September 30, 2004, owned and operated seven hospitals and ten freestanding surgery centers which are accounted for using the equity method. Our facilities are located in 23 states, England and Switzerland.

      Our primary objective is to provide the communities we serve a comprehensive array of quality health care services in the most cost-effective manner possible. Our general, acute care hospitals typically provide a full range of services to accommodate such medical specialties as internal medicine, general surgery, cardiology, oncology, neurosurgery, orthopedics and obstetrics, as well as diagnostic and emergency services. Outpatient and ancillary health care services are provided by our general, acute care hospitals and through our freestanding surgery centers, diagnostic centers, and rehabilitation facilities. Our psychiatric hospitals provide a full range of mental health care services through inpatient, partial hospitalization and outpatient settings.

      We were formed in January 1990 as a Nevada corporation and reincorporated in Delaware in July 1993. Our principal executive offices are located at One Park Plaza, Nashville, Tennessee 37203, and our telephone number at that address is (615) 344-9551.

RATIO OF EARNINGS TO FIXED CHARGES

      The following table sets forth the ratio of our consolidated earnings to fixed charges for the periods presented.

For the Nine Months
Ended September 30,				For the Year Ended December 31,
2004		2003		2003		2002		2001		2000		1999
	4.03x		4.54x		4.42x		3.63x		3.39x		1.85x		3.11x

      For the purpose of computing the ratio of earnings to fixed charges, “earnings” consist of income from continuing operations before minority interests, income taxes and fixed charges. “Fixed charges” consist of interest expense, debt amortization costs and one-third of rent expense, which approximates the interest portion of rent expense.

USE OF PROCEEDS

      Unless otherwise specified in a prospectus supplement accompanying this prospectus, we intend to use the net proceeds from the sale of the debt securities for general corporate purposes. We intend to offer the debt securities periodically when prevailing interest rates and other market conditions are advantageous or as required by our financing needs.

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DESCRIPTION OF THE DEBT SECURITIES

General

      The description below of the general terms of the debt securities will be supplemented by the more specific terms in the prospectus supplement. You should therefore read both this prospectus and the prospectus supplement relating to the series of debt securities being offered.

      We will issue the debt securities in one or more series under an indenture dated as of December 16, 1993 between us and The Bank of New York, successor to Bank One Trust Company, N.A., as trustee, which succeeded The First National Bank of Chicago, as trustee. We will refer to the indenture, together with all supplements, as the “Indenture.” We will call The Bank of New York the “Trustee.” The Indenture describes the terms of the debt securities and does not limit the amount of debt securities or other unsecured, senior debt that we may issue.

      The debt securities will be unsecured and will rank equally with all of our other unsecured and unsubordinated indebtedness. The Indenture limits our ability and that of our subsidiaries under certain circumstances to secure debt by mortgages on our principal properties, by entering into sale and lease-back transactions or by issuing subsidiary debt or preferred stock. In a liquidation or reorganization of any of our subsidiaries, the right of holders of the debt securities to participate in any distribution is subject to the prior claims of creditors of that subsidiary, except to the extent that we are a creditor.

      We have summarized below material provisions of the debt securities that we will offer and sell pursuant to this prospectus and material provisions of the Indenture. However, you should understand this is only a summary. Therefore, in addition to the following description of the debt securities, you should refer to the detailed provisions of the Indenture, a copy of which is filed as an exhibit to the Registration Statement. The article and section numbers refer to those in the Indenture.

      The prospectus supplement will specify the following terms of the issue of debt securities:

•  the title of the debt securities;

•  any limit on the aggregate principal amount of the debt securities;

•  the date or dates on which the debt securities may be issued and are or will be payable;

•  the rate or rates at which the debt securities will bear interest, if any, or the method by which such rate or rates shall be determined, and the date or dates from which such interest, if any, will accrue;

•  the date or dates on which such interest, if any, will be payable, the method of determining holders to whom any of the interest shall be payable and the manner in which any interest payable on a global debt security will be paid if other than book-entry;

•  each office or agency where the principal, premium and interest on the debt securities will be payable and where the debt securities may be presented for registration of transfer or exchange;

•  the period or periods within which, the price or prices at which, and the terms and conditions upon which, the debt securities may be redeemed at our option;

•  our obligation, if any, to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder, and the period or periods within which, the price or prices at which, and the terms and conditions upon which, the debt securities will be redeemed, repaid or purchased pursuant to any such obligation;

•  whether the debt securities are to be issued with original issue discount within the meaning of Section 1273(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder;

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•  whether the debt securities are to be issued in whole or in part in the form of one or more global notes and, if so, the identity of the depositary, if any, for such global note or notes;

•  if other than dollars, the foreign currency or currencies or foreign currency units in which the principal, premium and interest on the debt securities shall or may be paid and, if applicable, whether at our election and/or that of the holder, and the conditions and manner of determining the exchange rate or rates;

•  any index, if any, used to determine the amount of payment of principal, premium and interest on the debt securities;

•  any addition to, or modification or deletion of, any events of default or covenants provided for with respect to the debt securities;

•  provisions, if any, for the defeasance of the debt securities;

•  any other detailed terms and provisions of the debt securities that are not inconsistent with the Indenture (Section 301); and

•  any special provisions for the payment of additional amounts with respect to the debt securities.

      The debt securities may be issued at a substantial discount below their stated principal amount. The prospectus supplement will describe any federal income tax consequences and other special considerations applicable to discount securities. Discount securities may provide for the declaration or acceleration of the maturity of an amount less than the principal amount if an event of default occurs and continues.

Denominations, Registration and Transfer

      Unless we state otherwise in a prospectus supplement, we will issue the debt securities in registered form and in denominations of $1,000 or any multiple thereof (Section 302). You will be able to exchange the debt securities of any series (other than a global note) for an equal aggregate principal amount of registered debt securities of the same series having the same maturity date, interest rate and other terms, as long as the debt securities are issued in authorized denominations. You may exchange the debt securities at the office of the security registrar or co-security registrar that we designate in a prospectus supplement. We will not impose any service charge for the exchange of any debt security; however, we may ask you to pay any taxes and other governmental charges as described in the Indenture. The security registrar or co-security registrar will effect the exchange when satisfied with your documents of title and identity. We have appointed the Trustee as security registrar (Section 305).

Payment and Paying Agents

      Unless otherwise indicated in a prospectus supplement, we will make principal, premium and interest payments at the office of our paying agent. Alternatively, we may determine to pay any interest, including any installment of interest, (i) by check mailed to you at the address in the register or (ii) by wire transfer to the holder’s account (Section 307).

      Unless otherwise indicated in a prospectus supplement, the Trustee will act as our sole paying agent with respect to the debt securities, through its principal office in the Borough of Manhattan, The City of New York. We will name any additional paying agents in a prospectus supplement. We may at any time rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, but we must maintain a paying agent, which can be us, in each place of payment for a series of the debt securities.

      If we have paid any moneys to the Trustee or a paying agent for the principal, premium, and interest on any debt securities, and those moneys remain unclaimed two years after due and payable, the moneys will be repaid to us and the holder of the debt securities may thereafter look only to us for any payment (Section 1103).

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Book-Entry System

      We may issue the debt securities in whole or in part in book-entry only form, which means that they will be represented by one or more permanent global notes that will be deposited with a depositary located in the United States, unless otherwise indicated in a prospectus supplement. We will identify the depositary and describe the specific terms of the depositary arrangement in the prospectus supplement relating to each series. We will refer to this form here and in the prospectus supplement as “book-entry only.” The following discussion pertains to securities that are issued in book-entry only form.

      One or more global notes will be issued to and registered in the name of the depositary or its nominee. The depositary will keep a computerized record of its participants (for example, your broker) whose clients have purchased the securities. The participant will then keep a record of its clients who purchased the securities. Beneficial interests in global notes will be shown on, and transfers of global notes will be made only through, records maintained by the depositary and its participants.

      So long as a depositary or its nominee is the registered owner of a global note, it will be considered the sole owner of the debt securities under the Indenture. Except as provided below, you will not be entitled to have debt securities registered in your name, will not receive or be entitled to receive physical delivery of the debt securities in definitive form and will not be considered the owner under the Indenture. Certain jurisdictions that require purchasers of securities to take physical delivery of securities in definitive form may impair the ability to transfer beneficial interests in a global note. Neither we, the Trustee, any paying agent nor the security registrar will have any responsibility or liability for payments on account of, or for maintaining, supervising or reviewing any records relating to, the beneficial ownership interests.

      We will make payments of principal, premium and interest on debt securities to the depositary or its nominee, as the registered owner of the global note. We expect that the depositary for debt securities of a series, upon receipt of any payment of principal, premium or interest in respect of a global note, will immediately credit participants’ accounts with payments according to their respective holdings of beneficial interests in the global note as shown on the records of the depositary. We also expect that standing instructions and customary practices will govern payments by participants to owners of beneficial interests in the global note held through the participants, as is now the case with securities held for the accounts of customers registered in “street name.” These payments will be the responsibility of the participants.

      A global note may not be transferred, except that the depositary, its nominees and their successors may transfer an entire global note to one another. Debt securities represented by a global security would be exchangeable for certificates in definitive registered form with the same terms in authorized denominations only if:

•  a depositary of a series is at any time unwilling or unable to continue as depositary and we do not appoint a successor depositary within 90 days; or

•  we determine at any time not to have any debt securities represented by one or more global notes.

      In either instance, an owner of beneficial interests in a global note will be entitled to have debt securities equal in principal amount to the beneficial interest registered in its name and to physical delivery in definitive form (Section 304).

Limitations on Us and Our Subsidiaries

Limitations on Mortgages

      The Indenture provides that neither we nor any of our subsidiaries will issue, assume or guarantee any indebtedness or obligation secured by mortgages, liens, pledges or other encumbrances upon any principal property (which means each of our acute care hospitals that provides general medical and surgical

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services), unless the debt securities shall be secured equally and ratably with (or prior to) such debt (Section 1105). This restriction will not apply to:

•  mortgages securing the purchase price or cost of construction of property or additions, substantial repairs, alterations or improvements, if the debt and the mortgages are incurred within 18 months of the acquisition or completion of construction and full operation or additions, repairs, alterations or improvements;

•  mortgages existing on property at the time of its acquisition by us or our subsidiary or on the property of a corporation at the time of the acquisition of such corporation by us or our subsidiary;

•  mortgages to secure debt on which the interest payments are exempt from federal income tax under Section 103 of the Internal Revenue Code;

•  mortgages in favor of us or a consolidated subsidiary;

•  mortgages existing on the date of the Indenture;

•  certain mortgages to governmental entities;

•  mortgages incurred in connection with the borrowing of funds used to repay debt within 120 days in the same principal amount secured by other mortgages on principal property with at least the same appraised fair market value;

•  mortgages incurred within 90 days (or any longer period, not in excess of one year, as permitted by law) after acquisition of the related property or equipment arising solely in connection with the transfer of tax benefits in accordance with Section 168(f)(8) of the Internal Revenue Code; and

•  any extension, renewal or replacement of any mortgage referred to above, provided the amount secured is not increased and it relates to the same property.

Limitations on Sale and Lease-Back

      The Indenture provides that neither we nor any subsidiary will enter into any sale and lease-back transaction with respect to any principal property with another person unless either:

•  we or our subsidiary could incur indebtedness secured by a mortgage on the property to be leased; or

•  within 120 days, we apply the greater of the net proceeds of the sale of the leased property or the fair value of the leased property, net of all debt securities delivered under the Indenture, to the voluntary retirement of our funded debt or the acquisition or construction of a principal property (Section 1106).

Limitations on Subsidiary Debt and Preferred Stock

      The Indenture provides that none of our restricted subsidiaries may, directly or indirectly, create, incur, issue, assume or otherwise become liable with respect to, extend the maturity of, or become responsible for the payment of, any debt or preferred stock except:

•  debt outstanding on the date of the Indenture;

•  debt representing the assumption by one restricted subsidiary of debt of another;

•  debt or preferred stock of any corporation or partnership existing when it becomes a subsidiary;

•  debt of a restricted subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any of our obligations or those of our subsidiaries incurred or assumed in connection with the disposition of any business, property or subsidiary, except for the purpose of

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	financing an acquisition, provided that the maximum aggregate liability does not exceed the gross proceeds from the disposition;
•	debt of a restricted subsidiary in respect of performance, surety and other similar bonds, bankers acceptances and letters of credit provided in the ordinary course of business;
•	debt secured by a mortgage incurred to finance the purchase price or cost of construction of property or additions, substantial repairs, alterations or improvements, if the mortgage and debt are incurred within 18 months of the later of the acquisition or completion of construction and full operation or additions, repairs, alterations or improvements and the mortgage does not relate to any other property;
•	permitted subsidiary refinancing debt (as defined in the Indenture);
•	debt of a restricted subsidiary to us or another subsidiary as long as we hold it; or
•	any obligation pursuant to a permitted sale and lease-back transaction (Section 1107).

Exempted Transactions

      Even if otherwise prohibited by these limitations, if the aggregate outstanding principal amount of all our other debt and that of our subsidiaries subject to these limitations does not exceed 15% of our consolidated net tangible assets, then:

•  we or any of our subsidiaries may issue, assume or guarantee debt secured by mortgages;

•  we or any of our subsidiaries may enter into any sale and lease-back transaction; and

•  any restricted subsidiary may issue, assume or become liable for any debt or preferred stock (Section 1108).

Events of Default

      Under the Indenture, an event of default applicable to the debt securities of any series means:

•  failure to pay the principal or any premium on any debt security of that series when due;

•  failure to pay any interest on any debt security of that series when due, continued for 30 days;

•  failure to deposit any sinking fund payment in respect of any debt security of that series when due;

•  failure to perform, or the breach of, any of our other applicable covenants or warranties in the Indenture, continued for 60 days after written notice;

•  events in bankruptcy, insolvency or reorganization; and

•  any other event of default provided with respect to debt securities of that series (Section 501).

      If any event of default with respect to debt securities of any series occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series may declare the principal amount, or in the case of discount securities, a portion of the principal amount, of all the debt securities of that series to be due and payable immediately. The holders may, under certain circumstances, rescind and annul this acceleration prior to obtaining a judgment or decree (Section 502).

      Other than the duties of the Trustee during a default to act with the required standard of care, the Trustee is not obligated to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders unless the holders shall have offered to the Trustee indemnity reasonably satisfactory to it (Section 603). Subject to these indemnification provisions, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the debt securities of that series (Section 512).

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      We will furnish the Trustee annually with a statement as to our performance of certain obligations under the Indenture and as to any default in our performance (Section 1109).

Modification and Waiver

      We and the Trustee may modify and amend the Indenture with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series affected. We must have the consent of the holder of each outstanding debt security affected to:

•  change the stated maturity of the principal of, or any installment of interest on, any debt security;

•  reduce the principal, premium or interest on any debt security;

•  reduce the amount of principal of discount securities payable upon acceleration of the maturity;

•  change the currency of payment of principal, premium or interest on any debt security;

•  impair the right to institute suit for the enforcement of any payment on or with respect to any debt security; or

•  reduce the percentage of holders whose consent is required for modification or amendment of the Indenture or for waiver of compliance with certain provisions of the Indenture or certain defaults (Section 1002).

      The holders of a majority in aggregate principal amount of the outstanding debt securities of each series may, on behalf of all holders of that series, waive any past default under the Indenture with respect to debt securities of that series. However, such holders may not waive a past default in the payment of principal, premium or interest, or any sinking fund installment with respect to the debt securities, or waive a covenant or provision that cannot be modified or amended, without the consent of the holders of each outstanding debt security affected (Section 513).

Consolidation, Merger, Sale or Lease of Assets

      We may consolidate with or merge into, or transfer or lease our assets to, any corporation without the consent of the holders of any of the outstanding debt securities under the Indenture if:

•  the successor corporation assumes our obligations on the debt securities and under the Indenture;

•  after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and

•  other conditions are met (Section 901).

Defeasance

      If so specified in a prospectus supplement, we may be discharged from all obligations under the debt securities of any series, and we will not be subject to the limitations in the Indenture discussed in the above sections, if we deposit with the Trustee trust money or U.S. government obligations that are sufficient to pay all principal, premium and interest on the debt securities of the series. We would deliver to the Trustee an opinion of counsel to the effect that the deposit and related defeasance would not (1) cause the holders of the debt securities of the series to recognize income, gain or loss for United States income tax purposes or (2) result in the delisting of the debt securities from any national securities exchange (if so listed) (Article Fourteen).

Notices

      Notices to holders will be mailed to the addresses of the holders listed in the security register (Sections 101, 105).

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Governing Law

      We will construe the Indenture and the debt securities in accordance with the laws of the State of New York (Section 111).

Concerning the Trustee

      We have had and may continue to have banking relationships with the Trustee in the ordinary course of business.

TAX CONSEQUENCES TO HOLDERS

      A prospectus supplement may describe the principal U.S. federal income tax consequences of acquiring, owning and disposing of debt securities of some series in certain circumstances, including the following:

•  payment of the principal, interest and any premium in a currency other than the U.S. dollar;

•  the issuance of any debt securities with “original issue discount,” as defined for U.S. federal income tax purposes;

•  the issuance of any debt securities with an associated “bond premium,” as defined for U.S. federal income tax purposes; and

•  the inclusion of any special terms in debt securities that may have a material effect for U.S. federal income tax purposes.

      In addition, if the tax laws of foreign countries are material to a particular series of debt securities, a prospectus supplement may describe the principal income tax consequences of acquiring, owning and disposing of debt securities of some series in similar circumstances under those foreign tax laws.

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PLAN OF DISTRIBUTION

General

      We may sell the debt securities directly to purchasers or through underwriters, dealers or agents or through a combination of any of those methods of sale. We may distribute the debt securities in one or more transactions, either at a fixed price or varying prices, at prevailing market prices, at prices related to prevailing market prices or at negotiated prices. The prospectus supplement will identify the terms of the offering, the names of the underwriters or agents, the purchase price, any underwriting discounts, the method of distribution and the time and place of delivery of the debt securities.

      Agents designated by us from time to time may solicit offers to purchase the debt securities. We will name any such agent involved in the offer or sale of the debt securities and set forth any commissions payable by us to such agent in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act of 1933, of the debt securities.

      If an underwriter or underwriters are utilized in the sale of debt securities, we will execute an underwriting agreement with such underwriter or underwriters at the time an agreement for such sale is reached. We will set forth in the prospectus supplement the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including compensation of the underwriters and dealers. Such compensation may be in the form of discounts, concessions or commissions. Underwriters and others participating in any offering of debt securities may engage in transactions that stabilize, maintain or otherwise affect the price of such securities. We will describe any such activities in the prospectus supplement.

      If a dealer is utilized in the sale of the debt securities, we or an underwriter will sell such debt securities to the dealer, as principal. The dealer may then resell such debt securities to the public at varying prices to be determined by such dealer at the time of resale. The prospectus supplement will set forth the name of the dealer and the terms of the transactions.

      We may directly solicit offers to purchase the debt securities, and we or an underwriter may sell directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any resale of the debt securities. The prospectus supplement will describe the terms of any such sales, including the terms of any bidding or auction process, if utilized.

      Agents, underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities, including liabilities under the Securities Act of 1933, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may engage in transactions with or perform services for us and our subsidiaries in the ordinary course of business.

      Underwriters, dealers and agents may engage in transactions with, or perform services for, us or any of our subsidiaries in the ordinary course of business.

      Since each issuance of a series of these debt securities will have no established trading market, broker-dealers may make a market in the debt securities. We cannot assure the liquidity of the trading market for the debt securities.

Delayed Delivery Arrangement

      If so indicated in a prospectus supplement, we will authorize dealers or agents to solicit offers by certain institutions to purchase debt securities from us pursuant to contracts providing for payment and delivery on a future date, if so permitted by the purchaser’s jurisdiction. We must approve all institutions,

12

which may include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. The dealers and other agents will not be responsible for the validity or performance of these contracts.

LEGAL OPINIONS

      Bass, Berry & Sims PLC is passing upon the validity of the debt securities for us. Jenkens & Gilchrist, a Professional Corporation, is passing upon legal matters in connection with the offering of the debt securities for any underwriters, dealers or agents. Jenkens & Gilchrist has rendered, and continues to render, legal services to us.

EXPERTS

      Ernst & Young LLP, independent auditors, have audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

13

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

SEC filing fee		$	171,030	*
Accounting fees and expenses			25,000	**
Printing and engraving			25,000	**
Blue Sky fees and expenses			10,000	**
Legal fees and expenses			75,000	**
Trustee’s fees and expenses			15,000	**
Rating Agency fees			285,000	**
Miscellaneous			18,200	**
	Total	$	624,230	**

*  Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included as part of this Registration Statement also relates to the remaining unsold debt securities having a proposed maximum offering price of $150,000,000, which were previously registered on the Registration Statement on Form S-3 (Registration Statement No. 333-107536) of HCA Inc. filed with the Securities and Exchange Commission on July 31, 2003, in respect of which $12,135 has been paid to the Commission as a filing fee.

**  Estimated.

Item 15. Indemnification of Directors and Officers.

      Our Restated Certificate of Incorporation provides that we will indemnify and hold harmless, to the fullest extent authorized by the Delaware General Corporation Law, which we will refer to as the DGCL, each person who was or is made or is threatened to be made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she was a director or officer (or was serving at our request as a director, officer, employee or agent for another entity).

      Under Section 145 of the DGCL, a corporation may indemnify a director, officer, employee or agent of the corporation against liability actually and reasonably incurred if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. In connection with a criminal proceeding, a corporation may indemnify any director, officer, employee or agent who had no reasonable cause to believe his or her conduct was unlawful. In actions brought by or in the right of a corporation, however, the DGCL does not allow indemnification if the person shall have been adjudged to be liable to the corporation. However, a court may find that, in light of all circumstances, the person is fairly and reasonably entitled to indemnity for expenses.

      Our Restated Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL, a director shall not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. The DGCL permits these limitations of a director’s liability, but does not permit a corporation to eliminate or limit a director’s liability for the following:

•  breaches of the director’s duty of loyalty to the corporation or its stockholders;

•  acts or omissions not in good faith or involving intentional misconduct or known violations of law;

•  the payment of unlawful dividends or unlawful stock purchases or redemptions; or

•  transactions in which the director received an improper personal benefit.

II-1

      We are insured against liabilities that we may incur by reason of our indemnification of officers and directors in accordance with our Restated Certificate of Incorporation. We also insure directors and officers against liabilities that might arise out of their employment and are not subject to indemnification under our Restated Certificate of Incorporation.

Item 16. Exhibits.

1		—	Underwriting Agreement Standard Provisions (Debt Securities) dated December 21, 2004.
4	.1	—	Indenture dated as of December 16, 1993 between the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 333-87588) dated May 3, 2002, and incorporated herein by reference).
4	.2	—	First Supplemental Indenture dated as of May 25, 2000 between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference).
4	.3	—	Second Supplemental Indenture dated as of July 1, 2001 between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, and incorporated herein by reference).
4	.4	—	Third Supplemental Indenture dated as of December 5, 2001 between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.5(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference).
5		—	Opinion of Bass, Berry & Sims PLC.
12		—	Statement regarding computation of ratio of earnings to fixed charges (filed as Exhibit 12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference, and filed as Exhibit 12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and incorporated herein by reference).
23	.1	—	Consent of Ernst & Young LLP, independent auditors.
23	.2	—	Consent of Bass, Berry & Sims PLC appears in its opinion filed as Exhibit 5.
24		—	Power of Attorney of certain signatories appears on page II-4.
25		—	Statement of Eligibility of Trustee on Form T-1.

Item 17. Undertakings.

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

II-2

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on December 20, 2004.

HCA INC.

By  /s/ DAVID G. ANDERSON

David G. Anderson

Senior Vice President — Finance and Treasurer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David G. Anderson, John M. Franck II and R. Milton Johnson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments or post-effective amendments (including post-effective amendments filed pursuant to Rule 462(b) of the Securities Act, as amended), to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JACK O. BOVENDER, JR. Jack O. Bovender, Jr.	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	December 20, 2004
/s/ RICHARD M. BRACKEN Richard M. Bracken	President, Chief Operating Officer and Director	December 20, 2004
/s/ R. MILTON JOHNSON R. Milton Johnson	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 20, 2004
/s/ C. MICHAEL ARMSTRONG C. Michael Armstrong	Director	December 20, 2004
/s/ MAGDALENA H. AVERHOFF, M.D. Magdalena H. Averhoff, M.D.	Director	December 20, 2004
/s/ MARTIN FELDSTEIN Martin Feldstein	Director	December 20, 2004

II-4

Signature	Title	Date
/s/ THOMAS F. FRIST, JR., M.D. Thomas F. Frist, Jr., M.D.	Director	December 20, 2004
/s/ FREDERICK W. GLUCK Frederick W. Gluck	Director	December 20, 2004
/s/ GLENDA A. HATCHETT Glenda A. Hatchett	Director	December 20, 2004
/s/ CHARLES O. HOLLIDAY, JR. Charles O. Holliday, Jr.	Director	December 20, 2004
/s/ T. MICHAEL LONG T. Michael Long	Director	December 20, 2004
/s/ JOHN H. MCARTHUR John H. McArthur	Director	December 20, 2004
/s/ KENT C. NELSON Kent C. Nelson	Director	December 20, 2004
/s/ FRANK S. ROYAL, M.D. Frank S. Royal, M.D.	Director	December 20, 2004
/s/ HAROLD T. SHAPIRO Harold T. Shapiro	Director	December 20, 2004

II-5

INDEX TO EXHIBITS

1		—	Underwriting Agreement Standard Provisions (Debt Securities) dated December 21, 2004.
4	.1	—	Indenture dated as of December 16, 1993 between the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 333-87588) dated May 3, 2002, and incorporated herein by reference).
4	.2	—	First Supplemental Indenture dated as of May 25, 2000 between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference).
4	.3	—	Second Supplemental Indenture dated as of July 1, 2001 between the Company and Bank One Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, and incorporated herein by reference).
4	.4	—	Third Supplemental Indenture dated as of December 5, 2001 between the Company and The Bank of New York, as Trustee (filed as Exhibit 4.5(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference).
5		—	Opinion of Bass, Berry & Sims PLC.
12		—	Statement regarding computation of ratio of earnings to fixed charges (filed as Exhibit 12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference, and filed as Exhibit 12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and incorporated herein by reference).
23	.1	—	Consent of Ernst & Young LLP, independent auditors.
23	.2	—	Consent of Bass, Berry & Sims PLC appears in its opinion filed as Exhibit 5.
24		—	Power of Attorney of certain signatories appears on page II-4.
25		—	Statement of Eligibility of Trustee on Form T-1.

EX-1

                                                                     EXHIBIT 1


                                    HCA INC.

                             UNDERWRITING AGREEMENT

                               STANDARD PROVISIONS
                                (DEBT SECURITIES)

                                                              December 21, 2004

         From time to time, HCA Inc. (f/k/a HCA - The Healthcare Company), a
Delaware corporation (the "Company"), may enter into one or more underwriting
agreements that provide for the sale of designated securities to the several
underwriters named therein. The standard provisions set forth herein may be
incorporated by reference in any such underwriting agreement (an "Underwriting
Agreement"). The Underwriting Agreement, including the provisions incorporated
therein by reference, is herein sometimes referred to as this Agreement. Terms
not defined herein shall have the meanings ascribed to them in the Underwriting
Agreement.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Debt Securities and has filed with, or shall promptly hereafter file with, the
Commission a prospectus supplement (the "Prospectus Supplement") specifically
relating to the Offered Securities pursuant to Rule 424 or Rule 434 under the
Securities Act of 1933, as amended (the "Securities Act"). The term
"Registration Statement" means the registration statement, including the
exhibits thereto, as amended to the date of this Agreement, and also includes
any registration statement registering securities covered by the Basic
Prospectus pursuant to Rule 429 of the Securities Act. The term "Basic
Prospectus" means the prospectus included in the Registration Statement. The
term "Prospectus" means the Basic Prospectus together with the Prospectus
Supplement. The term "preliminary prospectus" means a preliminary prospectus
supplement specifically relating to the Offered Securities, together with the
Basic Prospectus. As used herein, the terms "Registration Statement," "Basic
Prospectus," "Prospectus" and "preliminary prospectus" shall include in each
case the documents, if any, incorporated by reference therein. The terms
"supplement," "amendment" and "amend" as used herein shall include all documents
deemed to be incorporated by reference in the Registration Statement or the
Prospectus that are filed subsequent to the date of the Basic Prospectus by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

         The term "Contract Securities" means the Offered Securities to be
purchased pursuant to the delayed delivery contracts substantially in the form
of Schedule I hereto, with such changes therein as the Company may approve (the
"Delayed Delivery Contracts"). The term "Underwriters' Securities" means the
Offered Securities other than the Contract Securities.


                                       1




         1.       REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to and agrees with each of the Underwriters that:

         (a)      The Company meets the requirements for use of Form S-3 under
the Securities Act. The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission. The Company has filed such amendments to the Registration Statement
as may have been required to the date of the Underwriting Agreement. There are
no contracts or other documents that are required to be (i) filed as exhibits
to, or incorporated by reference in, the Registration Statement under the
Securities Act that have not been filed as exhibits to, or incorporated by
reference in, the Registration Statement, or (ii) summarized in the Prospectus
that are not so summarized or are not adequately summarized. The financial
statements (including the related notes and supporting schedules) included in
the Registration Statement and the preliminary prospectus or the Prospectus, or
incorporated by reference therein, present fairly, in accordance with generally
accepted accounting principles the financial condition and results of operations
of the entities purported to be shown thereby, at the dates and for the periods
indicated, and have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods
involved.

         (b)      At the time the Registration Statement or any amendment
thereto becomes effective, when the Prospectus is first filed with the
Commission pursuant to Rule 424(b) of the Regulations, when any supplement to or
amendment of the Prospectus is filed with the Commission, when any document
filed under the Exchange Act is filed, and at all times subsequent thereto and
including the Closing Date, and during such longer period as the Prospectus may
be required to be delivered in connection with sales by the Underwriters or a
dealer, the Registration Statement, any documents incorporated by reference in
the Registration Statement and the Prospectus, and any amendments thereof and
supplements thereto, comply or will comply in all material respects with the
applicable provisions of the Securities Act and the Exchange Act and the
respective rules and regulations thereunder and will contain all statements that
are required to be stated therein in accordance with the Securities Act and the
rules and regulations thereunder, and do not or will not contain an untrue
statement of a material fact and will not omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, and no event will have occurred that should have been
set forth in an amendment or supplement to the Registration Statement, or any
document incorporated by reference in the Registration Statement or Prospectus
that has not been set forth in such an amendment, supplement or document
incorporated by reference. When any related preliminary prospectus was first
filed with the Commission (whether filed as part of the Registration Statement
for the registration of the Offered Securities or any amendment thereto or
pursuant to Rule 424(b) of the Regulations) and when any amendment thereof or
supplement thereto, including any document incorporated by reference therein,
was first filed with the Commission, such preliminary prospectus and any
amendments thereof and supplements thereto complied in all material respects
with the applicable provisions of the Securities Act and the Exchange Act and
the respective rules and regulations thereunder and did not contain an untrue
statement of a material fact and did not omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the


                                       2




circumstances under which they were made, not misleading. No representation and
warranty is made in this subsection, however, with respect to (i) any statements
or omissions in the Registration Statement or the Prospectus based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Managers expressly for use therein or (ii) that
part of the Registration Statement that constitutes the Statement of Eligibility
(Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), of the Trustee. The documents incorporated by reference in the
Registration Statement and the Prospectus, when they were first filed with the
Commission, complied in all material respects with the applicable provisions of
the Exchange Act and the rules and regulations of the Commission thereunder.

         (c)      The Company has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
Subsidiaries (as hereinafter defined), taken as a whole.

         (d)      Each direct and indirect subsidiary of the Company (the
"Corporate Subsidiaries"), which is a "Significant Subsidiary" within the
meaning of the rules and regulations under the Securities Act (the "Material
Corporate Subsidiaries"), has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
Subsidiaries, taken as a whole.

         (e)      Each of the partnerships owned or controlled, directly or
indirectly, by the Company (the "Partnerships," and together with the Corporate
Subsidiaries, the "Subsidiaries"), which is a "Significant Subsidiary" within
the meaning of the rules and regulations under the Securities Act (the "Material
Partnerships" and, together with the Material Corporate Subsidiaries, the
"Material Subsidiaries"), has been duly formed and is validly existing under the
laws of its jurisdiction of formation and has the partnership power and
authority to carry on its business as it is currently being conducted and to
own, lease and operate its properties, and each is duly qualified as a foreign
partnership authorized to do business in each jurisdiction in which the nature
of its business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the Company and its Subsidiaries, taken as a whole.

         (f)      This Agreement has been duly authorized, executed and
delivered by the Company.

         (g)      The Indenture complies as to form in all material respects
with the requirements of the Trust Indenture Act and the rules and regulations
of the Commission thereunder. The Indenture


                                       3




has been duly qualified under the Trust Indenture Act and has been duly
authorized, executed and delivered by the Company and is a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii) rights
of acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability.

         (h)      The Delayed Delivery Contracts have been duly authorized,
executed and delivered by the Company and are valid and binding agreements of
the Company, enforceable against the Company in accordance with their respective
terms except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.

         (i)      The Offered Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the Indenture
and delivered to and paid for (A) by the Underwriters in accordance with the
terms of the Underwriting Agreement, in the case of the Underwriters'
Securities, or (B) by institutional investors in accordance with the terms of
the Delayed Delivery Contracts, in the case of the Contract Securities, will be
entitled to the benefits of the Indenture, and will be valid and binding
obligations of the Company, in each case enforceable against the Company in
accordance with their respective terms except as (i) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (ii) rights of acceleration, if any, and the availability
of equitable remedies may be limited by equitable principles of general
applicability.

         (j)      The execution, delivery and performance by the Company of this
Agreement, the Delayed Delivery Contracts, the Indenture, the Offered Securities
and any other material agreement to be entered into in conjunction with the
Offering (collectively, the "Transaction Documents"), the issuance,
authentication, sale and delivery of the Offered Securities and compliance by
the Company with the terms thereof and the consummation of the transactions
contemplated by the Transaction Documents will not conflict with, or result in a
breach or violation of, any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or
encumbrance upon, any property or assets of the Company or any of its
Subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound or to
which any of the property or assets of the Company or any of its Subsidiaries is
subject, except for such breach, violation or default which would not, either
individually or in the aggregate, have a material adverse effect on the Company
and its Subsidiaries taken as a whole, nor will such actions result in (i) any
violation of the provisions of the certificate of incorporation or bylaws of the
Company or any of its Subsidiaries, (ii) any statute or any judgment, order,
decree, rule or regulation of any court, arbitrator or governmental agency or
body having jurisdiction over the Company or any of its Subsidiaries or any of
their properties or assets, except in the case of (i), with respect to such
Subsidiaries, and (ii) for such violations which would not, either individually
or in the aggregate, have a material adverse effect on the Company and its
Subsidiaries taken as a whole; and no consent, approval, authorization or order
of, or filing or registration with, any such court, arbitrator or governmental
agency or body under any such statute, judgment, order, decree, rule or


                                       4




regulation is required for the execution, delivery and performance by the
Company of each of the Transaction Documents, the issuance, authentication, sale
and delivery of the Offered Securities and compliance by the Company with the
terms thereof and the consummation of the transactions contemplated by the
Transaction Documents, except for such consents, approvals, authorizations,
filings, registrations or qualifications (i) which shall have been obtained or
made prior to the Closing Date and (ii) as may be required to be obtained or
made under the Securities Act and applicable state securities laws in connection
with the purchase and distribution of the Offered Securities by the
Underwriters. The Commission has not issued any order preventing or suspending
the use of any preliminary prospectus. Each Transaction Document conforms in all
material respects to the description thereof contained in the Prospectus.

         (k)      There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its Subsidiaries, taken as a whole, from that set forth in the
Prospectus or in any document incorporated by reference in the Registration
Statement or Prospectus.

         (l)      There are no pending actions, suits or judicial, arbitral,
rule-making, administrative or other proceedings to which the Company or any of
its Subsidiaries is a party or of which any property or assets of the Company or
any of its Subsidiaries is the subject which (A) except as disclosed in the
Prospectus, individually or in the aggregate, if determined adversely to the
Company or any of its Subsidiaries, could reasonably be expected to have a
material adverse effect on the Company and its Subsidiaries, taken as a whole,
or (B) questions the validity or enforceability of any of the Transaction
Documents or any action taken or to be taken pursuant thereto; and no such
proceedings (other than, with respect to matters set forth in clause (A), those
that are disclosed in the Prospectus) are threatened or contemplated by
governmental authorities or threatened by others.

         (m)      The Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended.

         (n)      The Company and its Subsidiaries (i) are in compliance with
any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses, and (iii) are in compliance with all terms and conditions
of any such permit, license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or other
approvals or failure to comply with the terms and conditions of such permits,
licenses or approvals would not, individually or in the aggregate, have a
material adverse effect on the Company and its Subsidiaries, taken as a whole.

         (o) In the ordinary course of its business, the Company conducts a
periodic review of the effect of Environmental Laws on the business, operations
and properties of the Company and


                                       5




its Subsidiaries, in the course of which it identifies and evaluates associated
costs and liabilities (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties). On the
basis of such review, the Company has reasonably concluded that such associated
costs and liabilities would not, individually or in the aggregate, have a
material adverse effect on the Company and its Subsidiaries, taken as a whole.

         (p)      The Company has complied with all provisions of Section
517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

         (q)      All of the outstanding shares of capital stock of each
Material Corporate Subsidiary and all of the outstanding interests of each
Material Partnership of the Company have been duly and validly authorized and
issued, are fully paid and non-assessable and are owned directly or indirectly
by the Company, free and clear of any lien, charge, encumbrance, security
interest, restriction upon voting or transfer or any other claim of any third
party.

         (r)      The Company has full right, power and authority to execute and
deliver the Transaction Documents and to perform its obligations hereunder and
thereunder; and all corporate action required to be taken for the due and proper
authorization, execution and delivery of each of the Transaction Documents and
the consummation of the transactions contemplated thereby have been duly and
validly taken.

         (s)      Ernst & Young, LLP are independent certified public
accountants with respect to the Company and its Subsidiaries as required by the
Securities Act and the Rules and Regulations. The historical financial
statements (including the related notes and supporting schedules) contained or
incorporated by reference in the Registration Statement and the Prospectus
comply in all material respects with the applicable requirements under the
Securities Act and the Exchange Act (except that certain supporting schedules
are omitted); such financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods covered thereby and fairly present the financial position of the
entities purported to be covered thereby at the respective dates indicated and
the results of their operations and their cash flows for the respective periods
indicated; and the financial information contained or incorporated by reference
in the Registration Statement and the Prospectus are derived from the accounting
records of the Company and its Subsidiaries and fairly present the information
purported to be shown thereby. The pro forma financial information contained or
incorporated by reference in the Registration Statement and the Prospectus has
been prepared on a basis consistent with the historical financial statements
contained or incorporated by reference in the Prospectus (except for the pro
forma adjustments specified therein), includes all material adjustments to the
historical financial information required by Rule 11-02 of Regulation S-X under
the Securities Act and the Exchange Act to reflect the transactions described in
the Prospectus, gives effect to assumptions made on a reasonable basis and
fairly presents the historical and proposed transactions contemplated by the
Prospectus and the Transaction Documents. The other historical financial and
statistical information and data included or incorporated by reference in the
Prospectus are, in all material respects, fairly presented.


                                       6



         (t)      No action has been taken and no statute, rule, regulation or
order has been enacted, adopted or issued by any governmental agency or body
which prevents the issuance of the Offered Securities or suspends the sale of
the Offered Securities in any jurisdiction; no injunction, restraining order or
order of any nature by any federal or state court of competent jurisdiction has
been issued with respect to the Company or any of its Subsidiaries which would
prevent or suspend the issuance or sale of the Offered Securities or the use of
the preliminary prospectus or the Prospectus in any jurisdiction; no action,
suit or proceeding is pending against or, to the reasonable best knowledge of
the Company, threatened against or affecting the Company or any of its
Subsidiaries before any court or arbitrator or any governmental agency, body or
official, domestic or foreign, which could reasonably be expected to draw into
question the validity or enforceability of any of the Transaction Documents.

         (u)      Neither the Company nor any of its Subsidiaries is (i) in
violation of its certificate of incorporation or bylaws, (ii) in default, and no
event has occurred which, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term, covenant or
condition contained in any material indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument to which it is a party or by
which it is bound or to which any of its property or assets is subject or (iii)
in violation of any law, ordinance, governmental rule, regulation or court
decree to which it or its property or assets may be subject, except in the case
of (i), with respect to such Subsidiaries, (ii) and (iii) for such defaults or
violations which would not, either individually or in the aggregate, reasonably
be expected to have a material adverse effect on the Company and its
Subsidiaries taken as a whole.

         (v)      The Company and each of its Subsidiaries possess all material
licenses, certificates, authorizations and permits issued by, and have made all
declarations and filings with, the appropriate federal, state or foreign
regulatory agencies or bodies which are necessary or desirable for the ownership
of their respective properties or the conduct of their respective businesses as
described in the Prospectus, except where the failure to possess or make the
same would not, individually or in the aggregate, have a material adverse effect
on the Company and its Subsidiaries taken as a whole, and neither the Company
nor any of its Subsidiaries has received notification of any revocation or
modification of any such license, certificate, authorization or permit or has
any reason to believe that any such license, certificate, authorization or
permit will not be renewed in the ordinary course, except for such revocations,
modifications or failures to renew which would not, either individually or in
the aggregate, reasonably be expected to have a material adverse effect on the
Company and its Subsidiaries taken as a whole.

         (w)      The Company is in compliance with the applicable requirements
of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations
thereunder, except where such noncompliance would not have or could not
reasonably be expected to have a material adverse effect on the Company and its
Subsidiaries taken as a whole.

         2.       DELAYED DELIVERY CONTRACTS. If the Prospectus provides for
sales of Offered Securities pursuant to Delayed Delivery Contracts, the Company
hereby authorizes the Underwriters to solicit offers to purchase Contract
Securities on the terms and subject to the conditions set forth in the
Prospectus pursuant to Delayed Delivery Contracts. Delayed Delivery Contracts
may be entered into only with institutional investors of the types set forth in
the Prospectus that are approved by the Company. On the Closing Date, the
Company will pay to the Managers as compensation for the accounts of the
Underwriters the commission set forth in the


                                       7




Underwriting Agreement in respect of the Contract Securities. The Underwriters
will not have any responsibility in respect of the validity or the performance
of any Delayed Delivery Contracts.

         If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the aggregate amount of Offered Securities to be
purchased by the several Underwriters shall be reduced by the aggregate amount
of Contract Securities; such reduction shall be applied to the commitment of
each Underwriter pro rata in proportion to the amount of Offered Securities set
forth opposite such Underwriter's name in the Underwriting Agreement, except to
the extent that the Managers determine that such reduction shall be applied in
other proportions and so advise the Company; provided, however, that the total
amount of Offered Securities to be purchased by all Underwriters shall be the
aggregate amount set forth above, less the aggregate amount of Contract
Securities.

         3.       PUBLIC OFFERING. The Company is advised by the Managers that
the Underwriters propose to make a public offering of their respective portions
of the Underwriters' Securities as soon after this Agreement has been entered
into as in the Managers' judgment is advisable. The terms of the public offering
of the Underwriters' Securities are set forth in the Prospectus.

         4.       PURCHASE AND DELIVERY. Payment for the Underwriters'
Securities shall be made by wire transfer to the Company in same-day funds at
the time and place set forth in the Underwriting Agreement, upon delivery to the
Managers for the respective accounts of the several Underwriters of the
Underwriters' Securities, registered in such names and in such denominations as
the Managers shall request in writing not less than two business days prior to
the date of delivery, with any transfer taxes payable in connection with the
transfer of the Underwriters' Securities to the Underwriters duly paid.

         5.       CONDITIONS TO CLOSING. The several obligations of the
Underwriters hereunder are subject to the accuracy, on and as of the date of the
Underwriting Agreement and the Closing Date, of the representations and
warranties of the Company contained herein, to the accuracy of the statements of
the Company and its officers made in any certificates delivered pursuant hereto,
to the performance by the Company of its obligations hereunder, and to each of
the following additional terms and conditions:

         (a)      Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date,

                  (i)      there shall not have occurred any downgrading, nor
shall any notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction of the
possible change, in the rating accorded any of the Company's securities by any
"nationally recognized statistical rating organization," as such term is defined
for purposes of Rule 436(g)(2) under the Securities Act; and

                  (ii)     there shall not have occurred any change, or any
development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or


                                       8





operations, of the Company and its Subsidiaries, taken as a whole, from that set
forth in the Prospectus (exclusive of any amendment or supplement thereto on or
after the date hereof), that is material and adverse and that makes it, in the
judgment of the Managers, impracticable or inadvisable to market the Offered
Securities on the terms and in the manner contemplated in the Prospectus.

         (b)      The Managers shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of the
Company, to the effect set forth in clause (a)(i) above and to the effect that
the representations and warranties of the Company contained in this Agreement
are true and correct as of the Closing Date and that the Company has complied
with all of the agreements and satisfied all of the conditions on its part to be
performed or satisfied on or before the Closing Date. The officer signing and
delivering such certificate may rely upon the reasonable best of his knowledge
as to proceedings threatened.

         (c)      The Managers shall have received on the Closing Date an
opinion of Robert A. Waterman, General Counsel of the Company, or of other
counsel to the Company acceptable to the Managers, dated the Closing Date, to
the effect that:

                  (i)      the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has the corporate power and authority to own its property and
to conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
Subsidiaries, taken as a whole;

                  (ii)     each Material Corporate Subsidiary has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described in the
Prospectus and is duly qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a material
adverse effect on the Company and its Subsidiaries, taken as a whole;

                  (iii)    each Material Partnership has been duly formed and is
validly existing under the laws of its jurisdiction of formation and has the
partnership power and authority to carry on its business as it is currently
being conducted and to own, lease and operate its properties, and each is duly
qualified as a foreign partnership authorized to do business in each
jurisdiction in which the nature of its business or its ownership or leasing of
property requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on the Company and its
Subsidiaries, taken as a whole;

                  (iv)     this Agreement has been duly authorized, executed and
delivered by the Company;


                                       9




                  (v)      the Indenture complies as to form in all material
respects with the requirements of the Trust Indenture Act and the rules and
regulations thereunder;

                  (vi)     the Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement of the Company, enforceable against
the Company in accordance with its terms, except as (a) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (b) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of general
applicability;

                  (vii)    the Delayed Delivery Contracts have been duly
authorized, executed and delivered by the Company and are valid and binding
agreements of the Company, enforceable in accordance with their respective terms
except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (b) the
availability of equitable remedies may be limited by equitable principles of
general applicability;

                  (viii)   the Offered Securities have been duly authorized and,
when executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for (A) by the Underwriters in accordance
with the terms of the Underwriting Agreement, in the case of Underwriters'
Securities, or (B) by institutional investors in accordance with the terms of
the Delayed Delivery Contracts, in the case of the Contract Securities, will be
entitled to the benefits of the Indenture and will be valid and binding
obligations of the Company, in each case enforceable against the Company in
accordance with their respective terms except as (1) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (2) rights of acceleration, if any, and the availability of
equitable remedies may be limited by equitable principles of general
applicability;

                  (ix)     the execution, delivery and performance by the
Company of the Transaction Documents, the issuance, authentication, sale and
delivery of the Offered Securities and compliance by the Company with the terms
thereof and the consummation of the transactions contemplated by the Transaction
Documents will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon, any property or
assets of the Company or any of its Subsidiaries pursuant to any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument known
to such counsel to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound or to which any of the
property or assets of the Company or any of its Subsidiaries is subject, except
for such breach, violation or default which would not, either individually or in
the aggregate, have a material adverse effect on the Company and its
Subsidiaries taken as a whole, nor will such actions result in any violation of
(1) the provisions of the certificate of incorporation or bylaws of the Company
or any of its Subsidiaries or (2) any statute or, to the knowledge of such
counsel, any judgment, order, decree, rule or regulation of any court or
arbitrator or governmental agency or body having jurisdiction over the Company
or any of its Subsidiaries or any of their properties or assets, except in the
case of clauses (1), with respect to such Subsidiaries, and (2), such violations
which would not, either individually or in the aggregate, have a material
adverse effect on the Company and


                                       10





its Subsidiaries taken as a whole; and no consent, approval, authorization or
order of, or filing or registration with, any such court or arbitrator or
governmental agency or body under any such statute, judgment, order, decree,
rule or regulation is required for the execution, delivery and performance by
the Company of each of the Transaction Documents, the issuance, authentication,
sale and delivery of the Offered Securities and compliance by the Company with
the terms thereof and the consummation of the transactions contemplated by the
Transaction Documents, except for such consents, approvals, authorizations,
filings, registrations or qualifications (A) which shall have been obtained or
made prior to the Closing Date and (B) as may be required to be obtained or made
under the Securities Act, and applicable state securities laws in connection
with the purchase and distribution of the Offered Securities by the
Underwriters;

                  (x)      each Transaction Document conforms in all material
respects to the description thereof contained in the Prospectus;

                  (xi)     the statements (A) in the Prospectus under the
captions "Description of the Debt Securities" and "Plan of Distribution," (B) in
the Registration Statement under Item 15, (C) in "Item 3 - Legal Proceedings" of
the Company's most recent annual report on Form 10-K incorporated by reference
in the Prospectus and (D) in "Item 1 - Legal Proceedings" of Part II of the
Company's quarterly reports on Form 10-Q, if any, filed since such annual
report, in each case insofar as such statements constitute summaries of the
legal matters, documents or proceedings referred to therein, fairly present the
information called for with respect to such legal matters, documents and
proceedings;

                  (xii)    to the knowledge of such counsel, there are no
pending actions or suits or judicial, arbitral, rule-making, administrative or
other proceedings to which the Company or any of its Subsidiaries is a party or
of which any property or assets of the Company or any of its Subsidiaries is the
subject which (A) except as disclosed in the Prospectus, individually or in the
aggregate, if determined adversely to the Company or any of its Subsidiaries,
could reasonably be expected to have a material adverse effect on the Company
and its Subsidiaries, taken as a whole, or (B) questions the validity or
enforceability of any of the Transaction Documents or any action taken or to be
taken pursuant thereto; and to the knowledge of such counsel, no such
proceedings (other than, with respect to matters set forth in clause (A), those
that are disclosed in the Prospectus) are threatened in writing by governmental
authorities;

                  (xiii)   the Company is not an "investment company" or an
entity "controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended;

                  (xiv)    all of the outstanding shares of capital stock of
each Material Corporate Subsidiary and all of the outstanding interests of each
Material Partnership of the Company have been duly and validly authorized and
issued, are fully paid and non-assessable and are owned directly or indirectly
by the Company, free and clear of any lien, charge, encumbrance, security
interest, restriction upon voting or transfer or any other claim of any third
party;


                                       11




                  (xv)     the Company has full right, power and authority to
execute and deliver the Transaction Documents and to perform its obligations
hereunder and thereunder; and all corporate action required to be taken for the
due and proper authorization, execution and delivery of each of the Transaction
Documents and the consummation of the transactions contemplated thereby have
been duly and validly taken;

                  (xvi)    to the knowledge of such counsel, neither the Company
nor any of its Subsidiaries is (A) in violation of its certificate of
incorporation or bylaws, or (B) in default, and no event has occurred which,
with notice or lapse of time or both, would constitute a default, in the due
performance or observance of any term, covenant or condition contained in any
material agreement or instrument filed as an exhibit to its periodic reports
with the Commission since the end of the Company's most recent fiscal year,
except as disclosed in the Prospectus, in violation of any law, ordinance,
governmental rule, regulation or court decree to which it or its property or
assets may be subject, except that in the case of (A), with respect to such
Subsidiaries, and (B), for such defaults or violations that would not, either
individually or in the aggregate, reasonably be expected to have a material
adverse effect on the Company and its Subsidiaries taken as a whole;

                  (xvii)   such counsel is of the opinion that (A) each
document, if any, filed pursuant to the Exchange Act and incorporated by
reference in the Prospectus (except for financial statements and schedules
included therein as to which such counsel need not express any opinion),
complied when so filed as to form in all material respects with the Exchange Act
and the applicable rules and regulations of the Commission thereunder and (B)
the Registration Statement and Prospectus (except for financial statements and
schedules as to which such counsel need not express any opinion), comply as to
form in all material respects with the Securities Act and the applicable rules
and regulations of the Commission thereunder; and

                  (xviii)  the Registration Statement was declared effective
under the Securities Act and the Indenture was qualified under the Trust
Indenture Act as of the date and time specified in such opinion; the Prospectus
was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the
Rules and Regulations specified in such opinion on the date specified therein;
and no stop order suspending the effectiveness of the Registration Statement has
been issued and, to such counsel's knowledge, no proceeding for that purpose is
pending or threatened by the Commission.

         In addition, such counsel shall state his belief that (1) each part of
the Registration Statement (except for financial statements and schedules as to
which such counsel need not express any belief and except for that part of the
Registration Statement that constitutes the Form T-1 heretofore referred to and
statements of the underwriters), when such part became effective and as of the
date of the signing of the Underwriting Agreement, did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(2) the Prospectus (except for financial statements and schedules as to which
such counsel need not express any belief), as of its date did not, and as of the
date such opinion is delivered does not, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements


                                       12




therein, in the light of the circumstances under which they were made, not
misleading. Such counsel may state that his belief is based upon his
participation in the preparation of the Registration Statement and Prospectus,
any amendments or supplements thereto and any documents incorporated therein by
reference, his consultation with other officers of the Company who have
participated in the preparation of the Registration Statement and Prospectus,
any amendments or supplements thereto and any documents incorporated therein by
reference and upon his review and discussion of the contents thereof, but are
without independent check or verification, except as specified.

         (d)      The Managers shall have received on the Closing Date an
opinion of Jenkens & Gilchrist, a Professional Corporation, counsel for the
Underwriters, dated the Closing Date, covering the matters referred to in
subparagraphs (iv), (v), (vi), (viii), (x), (xi) (but only as to the statements
in the Prospectus under "Description of Debt Securities" and "Plan of
Distribution"), (xvii) (B) of subsection (c) above and (xviii).

         In addition, such counsel shall state its belief that (1) each part of
the Registration Statement (except for financial statements and schedules as to
which such counsel need not express any belief and except for that part of the
Registration Statement that constitutes the Form T-1 heretofore referred to),
when such part became effective, and as of the date of the signing of the
Underwriting Agreement, did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (2) the Prospectus (except for
financial statements and schedules as to which such counsel need not express any
belief), as of its date did not, and as of the date such opinion is delivered
does not, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. Such counsel may
state that its belief is based upon its participation in the preparation of the
Registration Statement and Prospectus and any amendments or supplements thereto
(but not including documents incorporated therein by reference) and upon its
review and discussion of the contents thereof (including documents incorporated
therein by reference), but are without independent check or verification, except
as specified. The opinion of counsel to the Company described in subsection (c)
above shall be rendered to Underwriter's counsel at the request of the Company
and shall so state therein.

         (e)      The Managers shall have received on the Closing Date a letter,
dated the Closing Date, in form and substance satisfactory to the Managers, from
the Company's independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Prospectus.

         6.       COVENANTS OF THE COMPANY. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants as
follows:

         (a)      To furnish the Managers, without charge, a signed copy of the
Registration Statement (including exhibits thereto) and for delivery to each
other Underwriter a conformed


                                       13




copy of the Registration Statement (without exhibits thereto) and, during the
period mentioned in paragraph (c) below, as many copies of the Prospectus, any
documents incorporated by reference therein and any supplements and amendments
thereto or to the Registration Statement as the Managers may reasonably request.

         (b)      Before amending or supplementing the Registration Statement or
the Prospectus with respect to the Offered Securities, to furnish to the
Managers a copy of each such proposed amendment or supplement and not to file
any such proposed amendment or supplement to which the Managers reasonably
object.

         (c)      If, during such period after the first date of the public
offering of the Offered Securities as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in connection
with sales by an Underwriter or dealer, any event shall occur or condition exist
as a result of which it is necessary, in the opinion of counsel for the
Underwriters, to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading, or if, in the opinion of counsel for
the Underwriters, it is necessary to amend or supplement the Prospectus to
comply with law or in order for the Prospectus not to contain a misstatement or
omission, forthwith to prepare, and, subject to Section 6(b), file with the
Commission and furnish, at its own expense, to the Underwriters, the dealers
(whose names and addresses the Managers will furnish to the Company) to which
Offered Securities may have been sold by the Managers on behalf of the
Underwriters and any other dealers upon request, either amendments or
supplements to the Prospectus so that the statements in the Prospectus as so
amended or supplemented will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading, or so that the
Prospectus, as amended or supplemented, will comply with applicable law.

         (d)      To endeavor to qualify the Offered Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions as the Managers
shall reasonably request and to maintain such qualification for as long as the
Managers shall reasonably request.

         (e)      To make generally available to its security holders and to the
Managers as soon as practicable an earnings statement covering a twelve-month
period beginning on the first day of the first full fiscal quarter after the
date of this Agreement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder. If such fiscal quarter is the last fiscal quarter of the
Company's fiscal year, such earnings statement shall be made available not later
than 120 days after the close of the period covered thereby and in all other
cases shall be made available not later than 60 days after the close of the
period covered thereby.

         (f)      During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company or
warrants to purchase debt securities of the Company substantially similar to the
Offered Securities (other than (i) the Offered Securities and (ii) commercial
paper issued in the ordinary course of business), without the prior written
consent of the Managers.


                                       14




         (g)      Whether or not any sale of Offered Securities is consummated,
to pay all expenses incident to the performance of its obligations under this
Agreement, including: (i) the preparation and filing of the Registration
Statement and the Prospectus and all amendments and supplements thereto, (ii)
the preparation, issuance and delivery of the Offered Securities, (iii) the fees
and disbursements of the Company's counsel and accountants and of the Trustee
and its counsel, (iv) the qualification of the Offered Securities under
securities or Blue Sky laws in accordance with the provisions of Section 6(d),
including filing fees and the fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the preparation of
any Blue Sky or Legal Investment Memoranda, (v) the printing and delivery to the
Underwriters in quantities requested of copies of the Registration Statement and
all amendments thereto and of the Prospectus and any amendments or supplements
thereto, and of this Agreement, (vi) any fees charged by rating agencies for the
rating of the Offered Securities and (vii) the fees and expenses, if any,
incurred with respect to any filing with the National Association of Securities
Dealers, Inc.

         (h)      To use its best efforts to cause any amendment to the
Registration Statement to become effective as promptly as possible and to notify
the Managers immediately (i) when any amendments to the Registration Statement
become effective, (ii) of any request by the Commission for any amendment of or
supplement to the Registration Statement or the Prospectus or for any additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto or of the initiation, or the threatening, of any proceedings
therefor, (iv) of the receipt of any comments from the Commission, and (v) of
the receipt by the Company of any notification with respect to the suspension of
the qualification of the Offered Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for that purpose. If the Commission
shall propose or enter a stop order at any time, the Company will make every
reasonable effort to prevent the issuance of any such stop order and, if issued,
to obtain the lifting of such order as soon as possible. The Company will not
file any amendment to the Registration Statement or any amendment of or
supplement to the Prospectus before or after the effective date of the
Registration Statement to which the Managers shall reasonably object in writing
after being timely furnished in advance a copy thereof.

         (i)      The Company will apply the proceeds from the sale of the
Securities as set forth under "Use of Proceeds" in the Prospectus and will take
such steps as shall be necessary to ensure that neither the Company nor any
Subsidiary shall become an "investment company" within the meaning of such term
under the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.

         7.       INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls such Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred by any Underwriter or any such
controlling person in connection with investigating or defending any such action
or claim) caused by any untrue


                                       15




statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to any Underwriter furnished to the Company in writing by such
Underwriter through the Managers expressly for use therein; provided, however,
that the indemnity agreement contained in this paragraph (a) with respect to a
preliminary prospectus or amended preliminary prospectus shall not inure to the
benefit of any Underwriter (or to the benefit of any person controlling such
Underwriter) from whom the person asserting any such losses, claims, damages and
liabilities purchased the Offered Securities which are the subject thereof, if
the Prospectus corrected any such alleged untrue statement or omission and if
such Underwriter failed to send or give, if required by law to have been sent or
given, a copy of the Prospectus (excluding the documents incorporated by
reference therein) to such person in connection with the confirmation of the
sale of such Offered Securities to such person and the untrue statement in or
omission from such preliminary prospectus was corrected in the Prospectus
unless, in either case, such failure to deliver the Prospectus was a result of
non-compliance by the Company with Section 6(a).

         (b)      Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from the Company
to each Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company in writing by such Underwriter through the
Managers expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto (including
any omission or alleged omission to include with such information a material
fact required to be stated therein or necessary to make the statements therein
not misleading).

         (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and shall pay the fees and disbursements of such counsel related to such
proceeding; provided, however, that the failure to notify the indemnifying party
shall not relieve it from any liability which it may have to an indemnified
party otherwise than under this Section 7. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel, (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the


                                       16




indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them or
(iii) the indemnifying party has not in fact employed counsel reasonably
satisfactory to the indemnified party within a reasonable time after receiving
notice of the commencement of the action. It is understood that the indemnifying
party shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Managers, in the case of parties indemnified
pursuant to paragraph (a) above, and by the Company, in the case of parties
indemnified pursuant to paragraph (b) above. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

         (d)      To the extent the indemnification provided for in paragraph
(a) or (b) of this Section 7 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the
Underwriters, on the other hand, from the offering of the Offered Securities or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and of the Underwriters, on the other hand, in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand,
and the Underwriters, on the other hand, in connection with the offering of the
Offered Securities shall be deemed to be in the same respective proportions as
the net proceeds from the offering of such Offered Securities (before deducting
expenses) received by the Company and the total underwriting discounts and
commissions received by the Underwriters bear to the aggregate public offering
price of the Offered Securities, in each case as set forth in the table on the
cover of the Prospectus Supplement. The relative fault of the Company, on the
one hand, and of the Underwriters, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Underwriters' respective
obligations to contribute pursuant to this Section 7 are several in proportion
to the respective principal amounts of Offered Securities they have purchased
hereunder, and not joint.


                                       17





         (e)      The Company and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.

         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
underwriting discounts and commissions received by such Underwriter in respect
of the Offered Securities underwritten by it and distributed to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

         8.       TERMINATION. This Agreement shall be subject to termination,
by notice given by the Managers to the Company, if (a) after the execution and
delivery of the Underwriting Agreement and prior to the Closing Date (i) trading
generally shall have been suspended or materially limited on or by, as the case
may be, any of the New York Stock Exchange, the American Stock Exchange or the
National Association of Securities Dealers, Inc., (ii) trading of any securities
of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal or New York
State authorities, (iv) there shall have occurred any outbreak or escalation of
hostilities or any change in financial markets or any calamity or crisis that is
material and adverse or (v) there has occurred a material disruption in
securities settlement or clearance services and (b) in the case of any of the
events specified in clauses (a)(i) through (v), such event, individually or
together with any other such event, makes it, in the judgment of the Managers,
impracticable or inadvisable to market the Offered Securities on the terms and
in the manner contemplated in the Prospectus.

         9.       DEFAULTING UNDERWRITERS. If, on the Closing Date, any one or
more of the Underwriters shall fail or refuse to purchase Underwriters'
Securities that it has or they have agreed to purchase hereunder on such date,
and the aggregate amount of the Underwriters' Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate amount of the Underwriters' Securities to be
purchased on such date, the other Underwriters shall be obligated severally in
the proportions that the amount of Underwriters' Securities set forth opposite
their respective names in the Underwriting Agreement bears to the aggregate
amount of Underwriters' Securities set forth


                                       18




opposite the names of all such non-defaulting Underwriters, or in such other
proportions as the Managers may specify, to purchase the Underwriters'
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date; provided, however, that in no event shall
the amount of Underwriters' Securities that any Underwriter has agreed to
purchase pursuant to this Agreement be increased pursuant to this Section 9 by
an amount in excess of one-ninth of such amount of Underwriters' Securities
without the written consent of such Underwriter. If, on the Closing Date, any
Underwriter or Underwriters shall fail or refuse to purchase Underwriters'
Securities and the aggregate amount of Underwriters' Securities with respect to
which such default occurs is more than one-tenth of the aggregate amount of
Underwriters' Securities to be purchased on such date, and arrangements
satisfactory to the Managers and the Company for the purchase of such
Underwriters' Securities are not made within 36 hours after such default, this
Agreement shall terminate without liability on the part of any non-defaulting
Underwriter or the Company. In any such case that does not result in termination
of this Agreement, either the Managers or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and in the
Prospectus or in any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.

         If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering of the Offered Securities.

         10.      REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
indemnity and contribution agreements and the representations, warranties and
other statements of the Company, its officers and the Underwriters set forth in
this Agreement will remain in full force and effect, regardless of any
termination of this Agreement, any investigation made by or on behalf of any
Underwriter or the Company or any of the officers, directors or controlling
persons referred to in Section 7 and delivery of and payment for the Offered
Securities.

         11.      SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in Section 7, and no
other person will have any right or obligation hereunder.


         12.      COUNTERPARTS. The Underwriting Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.


                                       19




         13.      APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.

         14.      HEADINGS. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.


                                       20





                                   SCHEDULE I

                            DELAYED DELIVERY CONTRACT



                                                             _____________, 20__

Dear Sirs:

         The undersigned hereby agrees to purchase from HCA Inc. (f/k/a HCA -
The Healthcare Company), a Delaware corporation (the "Company"), and the Company
agrees to sell to the undersigned, the Company's securities described in
SCHEDULE A annexed hereto (the "Securities"), offered by the Company's
Prospectus dated _______________, ____ and Prospectus Supplement dated
_____________, ____, the receipt of copies of which by the undersigned is hereby
acknowledged, at a purchase price stated in SCHEDULE A, and on the further terms
and conditions set forth in this Agreement. The undersigned does not contemplate
selling Securities prior to making payment therefor.

         The undersigned will purchase from the Company Securities in the
principal amount and numbers on the delivery dates set forth in SCHEDULE A. Each
such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date."

         Payment for the Securities which the undersigned has agreed to purchase
on each Delivery Date shall be made to the Company or its order by certified or
official bank check in New York Clearing House funds at the office of
____________, New York, N.Y., at 10:00 a.m. (New York time) on the Delivery
Date, upon delivery to the undersigned of the Securities to be purchased by the
undersigned on the Delivery Date, in such denominations and registered in such
names as the undersigned may designate by written or telegraphic communication
addressed to the Company not less than five full business days prior to the
Delivery Date.

         The obligation of the undersigned to take delivery of and make payment
for the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters named in the Prospectus Supplement referred
to above (the "Underwriters") of, such part of the Securities as is to be sold
to them. Promptly after completion of sale and delivery to the Underwriters, the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.

         Failure to take delivery of and make payment for the Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this Agreement.






         This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

         If this Agreement is acceptable to the Company, it is requested that
the Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding agreement, as of the date first above-written, between the
Company and the undersigned when such counterpart is so mailed or delivered.

         This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York.

                                Yours very truly,


                                -------------------------------------------
                                (Purchaser)


                                By:
                                    ---------------------------------------

                                 ------------------------------------------
                                (Title)


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

                                -------------------------------------------
                                (Address)


Accepted:

HCA INC.


By:
   ---------------------------

Print Name:
           -------------------

Title:
       -----------------------





                PURCHASER --- PLEASE COMPLETE AT TIME OF SIGNING


         The name, telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)




                                                Telephone No.
             Name                           (Including Area Code)                       Department
             ----                           ---------------------                       ----------
                                                                               


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







                                   SCHEDULE A

SECURITIES:


PRINCIPAL AMOUNTS OR NUMBERS TO BE PURCHASED:


PURCHASE PRICE:


DELIVERY DATES:

EX-5

                                                                       EXHIBIT 5


                      (BASS, BERRY & SIMS PLC LETTERHEAD)



                               December 21, 2004

HCA Inc.
One Park Plaza
Nashville, TN 37203

            Re:   Registration Statement on Form S-3

Ladies and Gentlemen:

            We have acted as counsel to HCA Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission (the "Commission") on December 21, 2004, with respect to
the proposed issuance from time to time, pursuant to Rule 415 promulgated under
the Securities Act of 1933, as amended (the "Securities Act"), of up to an
aggregate principal amount of $1.5 billion of debt securities (the "Debt
Securities") of the Company.

            The Debt Securities are to be issued in one or more series pursuant
to the terms of an indenture dated December 16, 1993, between the Company and
The First National Bank of Chicago, as trustee, as supplemented by the First
Supplemental Indenture dated as of May 25, 2000, between the Company and Bank
One Trust Company, N.A., the successor of The First National Bank of Chicago, as
trustee, as further supplemented by the Second Supplemental Indenture dated as
of July 1, 2002, between the Company and Bank One Trust Company, N.A., as
further supplemented by the Third Supplemental Indenture dated as of December 5,
2001, between the Company and The Bank of New York, the successor of Bank One
Trust Company, N.A., as trustee (the indenture, together will all supplements,
shall be referred to as the "Indenture").

            In our capacity as counsel to the Company, we have examined (i) the
Registration Statement, (ii) the Indenture, and (iii) the originals, or copies
identified to our satisfaction, of such corporate records of the Company,
certificates of public officials, officers of the Company and other persons, and
such other documents, agreements and instruments as we have deemed necessary as
a basis for the opinions hereinafter expressed.





HCA Inc.
December 21, 2004
Page 2


            In our examination, we have assumed (i) the legal capacity of all
natural persons; (ii) the genuineness of all signatures; (iii) the authenticity
of all documents submitted to us as originals; (iv) the conformity with the
originals of all documents submitted to us as copies; (v) the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective and comply with all applicable laws; (vi) a
prospectus supplement will have been prepared and filed with the Commission
describing the Debt Securities offered thereby; (vii) all Debt Securities will
be issued and sold in compliance with applicable federal and state securities
laws and in the manner stated in the Registration Statement and the applicable
prospectus supplement; (viii) the Indenture, together with any supplemental
indenture or other instruments establishing a series of Debt Securities to be
issued under the Indenture, will be duly authorized, executed and delivered by
the parties thereto in substantially the form reviewed by us or with changes
that do not affect the opinions given hereunder; and (ix) a definitive purchase,
underwriting or similar agreement with respect to the Debt Securities offered
will have been duly authorized and validly executed and delivered by the Company
and the other parties thereto.

            Based on the foregoing, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that the Debt Securities have been duly authorized and, when (i) the
final terms thereof have been duly established and approved in accordance with
the Indenture, and (ii) the Debt Securities have been duly executed by the
Company and authenticated by the trustee in accordance with the Indenture and
delivered to and paid for by the purchasers thereof, the Debt Securities will be
legally issued and will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms thereof, except as
(a) the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).

            We hereby consent to the reference to our law firm in the
Registration Statement under the caption "Legal Opinions" and the filing of this
opinion with the Commission as Exhibit 5 to the Registration Statement.


                                         Very truly yours,

                                         /s/ Bass, Berry & Sims PLC

EX-23.1

                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of HCA Inc. for the
registration of $1,500,000,000 of debt securities and to the incorporation by
reference therein of our report dated February 3, 2004, with respect to the
consolidated financial statements of HCA Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 2003, filed with the Securities and
Exchange Commission.


                                              /s/ Ernst & Young LLP


Nashville, Tennessee
December 20, 2004

EX-25

                                                                      Exhibit 25

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                   13-5160382
(State of incorporation                                    (I.R.S. employer
if not a U.S. national bank)                               identification no.)

One Wall Street, New York, N.Y.                            10286
(Address of principal executive offices)                   (Zip code)


                                    HCA INC.
               (Exact name of obligor as specified in its charter)


Delaware                                                   75-2497104
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)


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

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

                                 Debt Securities
                       (Title of the indenture securities)

================================================================================

1.     GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

      (A)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
            IT IS SUBJECT.



- -----------------------------------------------------------------------------------------
             Name                                     Address
- -----------------------------------------------------------------------------------------
                                                   
      Superintendent of Banks of the State of         2 Rector Street, New York,
      New York                                        N.Y.  10006, and Albany, N.Y. 12203

      Federal Reserve Bank of New York                33 Liberty Plaza, New York,
                                                      N.Y.  10045

      Federal Deposit Insurance Corporation           Washington, D.C.  20429

      New York Clearing House Association             New York, New York   10005



      (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(D).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.) All
            amendments to such Organization Certificate not incorporated by
            reference are attached hereto.

      4.    A copy of the existing By-laws of the Trustee.

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.


                                      -2-

                                    SIGNATURE


      Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 21st day of December, 2004.


                                           THE BANK OF NEW YORK



                                           By:   /s/ ROBERT A. MASSIMILLO
                                               ------------------------------
                                               Name:   ROBERT A. MASSIMILLO
                                               Title:  VICE PRESIDENT




                                                                       Exhibit 1




                             EXHIBIT 1 TO FORM T-1





                      ADDITIONAL CERTIFICATES OF AMENDMENT
                        TO THE ORGANIZATION CERTIFICATE
                                   (ATTACHED)

                               STATE OF NEW YORK,

                               BANKING DEPARTMENT



     I, CARMINE M. TENGA, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF THE BANK OF NEW YORK, Under Section
8005 of the Banking Law," dated December 27, 1991, providing for an increase in
capital stock from $402,867,788 consisting of a) 11,666,671 shares of common
stock of the par value of twenty-eight dollars ($28) per share; b) 1,500,000
shares of preferred stock of the par value of fifty dollars ($50) per share; and
c) 1,201,000 shares of preferred stock of the par value of one dollar ($1) per
share to $951,201,325 consisting of a) 11,666,671 shares of common stock of the
par value of seventy-five ($75) per share; b) 1,500,000 shares of preferred
stock of the par value of fifty dollars ($50) per share; and c) 1,201,000 shares
of preferred stock of the par value of one dollar ($1) per share.



WITNESS, my hand and official seal of the Banking Department at the City of
New York,
                                       this 30th day of December in the Year of
                                       our Lord one thousand nine hundred and
                                       ninety-one



                                                   /s/ Carmine M. Tenga
                                                   ----------------------------







                            CERTIFICATE OF AMENDMENT

                                       OF

                          THE ORGANIZATION CERTIFICATE

                              THE BANK OF NEW YORK

                     UNDER SECTION 8005 OF THE BANKING LAW












                                                            Legal Department
                                                            The Bank of New York
                                                            One Wall Street
                                                            New York, NY 10286

                            CERTIFICATE OF AMENDMENT
                                       OF
                          THE ORGANIZATION CERTIFICATE
                                       OF
                              THE BANK OF NEW YORK

                     Under Section 8005 of the Banking Law


     We, the undersigned, Deno D. Papageorge, Senior Executive Vice President,
and Jacqueline R. McSwiggan, Vice President and Secretary, respectively, of The
Bank of New York, do hereby certify and state as follows:

     1.   The name of the Corporation is The Bank of New York; the name under
which it was originally incorporated is the Mutual Benefit Life Policy, Loan
and Trust Company of New York.

     2.   The Corporation was created by a special law. The chapter number and
year of passage of such law are Chapter 616 of the laws passed in 1871.

     3.   Organization Certificate of the Corporation, as heretofore amended
by certificates filed pursuant to law, is hereby further amended, to revise
Section A, which relates to the Corporation's capital structure, to read as set
forth below:

          "A.  The Aggregate number of shares which the Corporation shall have
authority to issue is fourteen million three hundred sixty-seven thousand six
hundred seventy-one (14,367,671), consisting of:

               (a)  Eleven million six hundred sixty-six thousand six hundred
          seventy-one (11,666,671) shares of common stock of the par value of
          seventy-five dollars ($75) per share;

               (b)  One million five hundred thousand (1,500,000) shares of
          preferred stock of the par value of fifty dollars ($50) per share; and

               (c)  One million two hundred one thousand (1,201,000) shares of
          preferred stock of the par value of one dollar ($1) per share."

Page 2


     4.   This amendment was authorized by resolution of the board of directors
of the Corporation and by written consent of its sole shareholder.

     IN WITNESS WHEREOF, we subscribe this Certificate and affirm that the
statements contained herein are true under the penalties of perjury, this 27th
day of December, 1991.


                                        /s/ Deno D. Papageorge
                                        -----------------------------------


                                        /s/ Jacqueline R. McSwiggan
                                        -----------------------------------

                            CERTIFICATE OF AMENDMENT

                                       OF

                          THE ORGANIZATION CERTIFICATE

                                       OF

                              THE BANK OF NEW YORK

                     UNDER SECTION 8005 OF THE BANKING LAW












                                                            Legal Department
                                                            The Bank of New York
                                                            One Wall Street
                                                            New York, NY 10286

                               STATE OF NEW YORK,

                               BANKING DEPARTMENT


          I, CARMINE M. TENGA, Deputy Superintendent of Banks of the State of
     New York, DO HEREBY APPROVE the annexed certificate entitled "CERTIFICATE
     OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF THE BANK OF NEW YORK, under
     Section 8005 of the Banking Law," dated December 20, 1992, providing for an
     increase in capital stock from $951,201,325 consisting of a) 11,666,671
     shares of common stock of the par value of seventy-five dollars ($75) per
     share; b) 1,500,000 shares of preferred stock of the par value of fifty
     dollars ($50) per share; and c) 1,201,000 shares of preferred stock of the
     par value of one dollar ($1) per share to $1,576,201,000 consisting of a)
     20,000,000 shares of common stock of the par value of seventy five dollars
     ($75) per share; b) 1,500,000 shares of preferred stock of the par value of
     fifty dollars ($50) per share; and c) 1,201,000 shares of preferred stock
     of the par value of one dollar ($1) per share.



WITNESS, my hand and official seal of the Banking Department at the City of New
York,

                    this 31st day of December in the Year of our Lord one
                    thousand nine hundred and ninety-two



                                        /s/ Carmine M. Tenga
                                        -------------------------------------
                                        Deputy Superintendent of Banks.

                            CERTIFICATE OF AMENDMENT
                                       OF
                          THE ORGANIZATION CERTIFICATE
                                       OF
                              THE BANK OF NEW YORK


                     Under Section 8005 of the Banking Law



     We, the undersigned, Dano D. Papageorge, Senior Executive Vice President,
and Jacqueline R. McSwiggan, Vice President and Secretary, respectively, of The
Bank of New York, do hereby certify and state as follows:

     1. The name of the Corporation is The Bank of New York, the name under
which it was originally incorporated is the Mutual Benefit Life Policy, Loan
and Trust Company of New York.

     2. The Corporation was created by a special law. The chapter number and
year of passage of such law are Chapter 616 of the laws passed in 1871.

     3. Organization Certificate of the Corporation, as heretofore amended by
certificates filed pursuant to law, is hereby further amended, to revise
Section A, which relates to the Corporation's capital structure, to read as set
forth below:

          "A. The Aggregate number of shares which the Corporation shall have
authority to issue is twenty-two million seven hundred one thousand
(22,701,000), consisting of:

               (a) Twenty million (20,000,000) shares of common stock of the par
          value of seventy-five dollars ($75) per share;

               (b) One million five hundred thousand (1,500,000) shares of
          preferred stock of the par value of fifty dollars ($50) per share; and

               (c) One million two hundred one thousand (1,201,000) shares of
          preferred stock of the par value of one dollar ($1) per share."

     4. This amendment was authorized by resolution of the board of directors
of the Corporation and by written consent of its sole shareholder.




                                      -2-

     IN WITNESS WHEREOF, this Certificate has been signed this 30th day of
December, 1992.



                                       /s/ Deno D. Papageorga
                                       --------------------------------
                                       Deno D. Papageorga
                                       Senior Executive Vice President



                                       /s/ Jacqueline R. McSwiggan
                                       ---------------------------------
                                       Jacqueline R. McSwiggan
                                       Vice President and Secretary


STATE OF NEW YORK   )
                    ):        ss.:
COUNTY OF NEW YORK  )

     On this 30th day of December, 1992 before me personally appeared Deno D.
Papageorga and Jacqueline R. McSwiggan who to me known did depose and say that
they are the persons described in and who executed the foregoing instrument;
that they read the contents thereof and they know them to be true.




                                       /s/ Deno D. Papageorga
                                       --------------------------------
                                       Deno D. Papageorga
                                       Senior Executive Vice President



                                       /s/ Jacqueline R. McSwiggan
                                       ---------------------------------
                                       Jacqueline R. McSwiggan
                                       Vice President and Secretary



Sworn to before me this 30th
day of December, 1992.



/s/ Patricia K. Dolan
- ---------------------------------
          Notary Public
           [Illegible]                           Counterpart filed in the
                                                 Office of the Superintendent of
                                                 Banks, State of New York,
                                                 this 31st day of December 1992



                               STATE OF NEW YORK,

                               BANKING DEPARTMENT





          I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
          York, DO HEREBY APPROVE the annexed certificates entitled "CERTIFICATE
          OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF THE BANK OF NEW YORK,
          under Section 8005 of the Banking Law", dated November 19, 1996,
          providing for an increase in capital stock from $1,576,201,000
          consisting of a) 20,000,000 shares of common stock of the par value of
          seventy-five dollars ($75) per share; b) 1,500,000 shares of preferred
          stock of the par value of fifty dollars ($50) per share; and c)
          1,201,000 shares of preferred stock of the par value of one dollar
          ($1) per share to $2,276,201,000 consisting of a) 20,000,000 shares of
          common stock of the par value of seventy-five dollars ($75) per share;
          b) 1,500,000 shares of preferred stock of the par value of fifty
          dollars ($50) per share; and c) 701,201,000 shares of preferred stock
          of the par value of one dollar ($1) per share.








          WITNESS, my hand and official seal of the Banking Department at the
          City of New York,

                    this 20th day of November in the Year of our Lord
                    one thousand nine hundred and ninety-six.




                                             /s/ Manuel Kursky
                                             ___________________________________
                                                 Deputy Superintendent of Banks.


                            CERTIFICATE OF AMENDMENT

                                       OF

                          THE ORGANIZATION CERTIFICATE

                                       OF

                              THE BANK OF NEW YORK

                     UNDER SECTION 8005 OF THE BANKING LAW






















                                                        Legal Department
                                                        The Bank of New York
                                                        One Wall Street
                                                        New York, New York 10286





Cert-2.ew

                            CERTIFICATE OF AMENDMENT
                                       OF
                          THE ORGANIZATION CERTIFICATE
                                       OF
                              THE BANK OF NEW YORK

                     Under Section 8005 of the Banking Law

     We, the undersigned, Deno Papageorge, Senior Executive Vice President, and
Jacqueline R. McSwiggan, Vice President and Secretary, respectively, of The
Bank of New York, do hereby certify and state as follows:

     1.   The name of the Corporation is The Bank of New York; the name under
which it was originally incorporated is the Mutual Benefit Life Policy, Loan
and Trust Company of New York.

     2.   The Corporation was created by a special law. The chapter number and
year of passage of such law are Chapter 616 of the laws passed in 1871.

     3.   The Organization Certificate of the Corporation, as heretofore
amended by certificates filed pursuant to law, is hereby further amended, to
revise Section A, which relates to the Corporation's capital structure and
which currently provides authorization for the issuance of twenty million
(20,000,000) shares of common stock of the par value of seventy-five dollars
($75) per share, one million five hundred thousand (1,500,000) shares of
preferred stock of the par value of fifty dollars ($50) per share and one
million two hundred one thousand (1,201,000) shares of preferred stock of the
par value of one dollar ($1) per share, to read in its entirety as follows:

          "A.  The Aggregate number of shares which the Corporation shall have
     authority to issue is 722,701,000 consisting of:

               (a)  Twenty million (20,000,000) shares of common stock of the
                    par value of seventy-five dollars ($75) per share;

               (b)  One million five hundred thousand (1,500,000) shares of
                    preferred stock of the par value of fifty dollars ($50) per
                    share; and

               (c)  Seven hundred one million two hundred one thousand
                    (701,201,000) shares of preferred stock of the par value of
                    one dollar ($1) per share."


                                      -2-


     4.   The Corporation's organization certificate, as heretofore amended by
certificates filed pursuant to law is hereby amended by the addition of Section
E stating the number, designation, relative rights, preferences and limitations
of the 7 1/2% Noncumulative Preferred Stock to read as below set forth:

          "E.  (a)  Number of Shares; Designation of Series.

               There shall be a series of the class of Preferred Stock
          consisting of seven hundred million (700,000,000) shares of the par
          value of one dollar ($1) per share designated "7 1/2% Noncumulative
          Preferred Stock" (hereinafter called this "Series").

               (b) Dividends.

               (1) Dividend Rate. Subject to Section (b)(3), dividends on the
          shares of this Series shall be at a percentage rate per annum equal to
          7.50% of the amount of the Liquidation Preference (as defined below)
          per share, for the actual number of days elapsed during the relevant
          Dividend Period (as defined below). No interest will be paid on or in
          respect of any dividend on this Series. For purposes of this Series,
          "Dividend Period" shall mean the period from and including any
          Dividend Payment Date (as defined below) to but excluding the next
          Dividend Payment Date; provided, that the initial Dividend Period
          shall be the period from and including the date of original issuance
          of shares of the Series to but excluding the initial Dividend Payment
          Date.


               (2) Dividend Payment Dates. Dividends on the shares of this
          Series shall be payable, from funds legally available therefor, when
          and as declared in the discretion of the Board of Directors, on the
          15th day of February, May, August and November in each year commencing
          on February 15, 1997, unless any such date is not a Business Day, in
          which event dividends on this Series shall be payable on the next
          succeeding Business Day (each date on which dividends on this Series
          are payable, a "Dividend Payment Date"). For purposes of this Series,
          "Business Day" shall mean a day on which the New York Stock Exchange
          is open for trading and which is not a day on which banks in New York
          City are generally authorized by law to close.


               (3) Dividends Noncumulative. Dividends on the shares of this
          Series are noncumulative. If the Board of Directors fails to declare a
          dividend for any Dividend Period in respect of this Series, the right
          of




                                      -3-


     holders of shares of this Series to receive a dividend in respect of such
     Dividend Period shall be lost, and the Corporation shall have no obligation
     to pay the dividend accrued for such dividend period or to pay any interest
     thereon, whether or not dividends on this Series are declared for any
     further Dividend Period.

          (4)  LIMITATION OF DIVIDENDS ON JUNIOR RANKING STOCK.  If at any time
     the dividend stated to be payable on this Series for the most recently
     completed Dividend Period was not declared and paid in full, or if a sum
     has not been set aside to provide for such payment in full, an amount equal
     to the full dividend stated to be payable for this Series for the
     then-current Dividend Period will be set aside to provide for the payment
     in full of such dividend on the Dividend Payment Date with respect to such
     current Dividend Period before any dividend or other distribution, whether
     in cash or property, will be paid on or declared or set apart for any
     shares of Common Stock of the Corporation or any other shares of capital
     stock of the Corporation which rank junior to this Series as to dividends,
     whether now or hereafter authorized, and before any moneys will be set
     aside for or applied to any redemption, retirement, purchase or other
     acquisition (either pursuant to any applicable purchase or sinking fund
     provisions or otherwise) of any shares of Common Stock of the Corporation
     or any other shares of capital stock of the Corporation which are junior to
     this Series as to dividends, whether now or hereafter authorized, PROVIDED,
     HOWEVER, that any moneys deposited in any purchase or sinking fund provided
     for any shares of capital stock of the Corporation in compliance with the
     provisions of such fund and in compliance at the time of such deposit with
     the provisions of this Section (b)(4) may thereafter be applied to the
     purchase or redemption of such shares in accordance with the terms of such
     purchase or sinking fund. If at any time there shall be outstanding any
     shares of any other class or series of stock ranking on a parity as to
     dividends with this Series, no dividends will be declared on this Series or
     any other such parity stock in respect of any dividend payable during the
     same period unless there shall be declared on all shares of this Series and
     other such parity stock dividends payable in proportion to their respective
     dividend periods and dividend rates per annum. Holders of shares of this
     Series shall not be entitled to any dividend, whether payable in cash,
     property or stock, in excess of full dividends, as herein provided, on this
     Series. The foregoing provisions of this Section





                                     - 4 -

(b)(4) shall not apply to or prevent a dividend or distribution payable in
shares of stock which are junior to this Series as to dividends and upon
liquidation, or apply to or prevent the acquisition of shares of stock upon
conversion thereof into or in exchange solely for shares of such junior stock.

     (c)  Redemption.    The shares of this Series shall not be redeemable by
the Corporation, and no holder thereof shall have the right to require the
Corporation to redeem any such shares.

     (d)  Conversion or Exchange.  The holders of shares of this Series shall
not have any rights to convert such shares into, or exchange such shares for,
shares of any other class or classes or of any other series of any class or
classes of capital stock of the Corporation.

     (e)  Voting.   Except as required from time to time by law, the shares of
this Series shall not have any voting powers, either general or special.

     (f)  Liquidation.

     (1)  Upon the dissolution, liquidation or winding up of the Corporation,
the holders of the shares of this Series shall be entitled to receive out of
the assets of the Corporation, before any payment or distribution shall be made
on the Common Stock or on any other class of stock ranking junior to the
Preferred Stock upon liquidation, the amount of $1 per share, plus a sum equal
to all dividends (whether or not earned or declared) on such shares accrued and
unpaid thereon to the date of final distribution (the "Liquidation Preference").

     (2)  Neither the consolidation nor merger of the Corporation into or with
any corporation, nor the sale, transfer or lease by the corporation of all or
any part of its property will be deemed to be a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section (f).

     (3)  After the payment to the holders of the shares of this Series of the
full preferential amounts provided for in this Section (f), the holders of
this Series as such shall have no right or claim to any of the remaining assets
of the Corporation.

     (4)  If the assets of the Corporation available for distribution to the
holders of shares of this

                                      -5-

Series upon any dissolution, liquidation or winding up of the Corporation,
whether  voluntary or involuntary, shall be insufficient to pay in full all
amounts to which such holders are entitled pursuant to Section (f)(1), no such
distribution shall be made on account of any shares of any other series of
Preferred Stock or of any other class ranking on a parity with the shares of
this Series upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of
this Series, ratably in accordance with the sums which would be payable in such
distribution if all sums payable in respect of the shares of all series of
Preferred Stock and any such other class as aforesaid were discharged in full.

     (g)  For purposes of this Section E, any stock of any class or series of
the Corporation shall be deemed to rank;

     (1)  Prior to the shares of this Series, either as to dividends or upon
liquidation, if the holders of such class or series shall be entitled to the
receipt of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Corporation, as the case may be, in preference or priority
to the holders of shares of this Series;

     (2)  On a parity with shares of this Series, either as to dividends or
upon liquidation, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share or sinking fund provisions, if any,
be different from those of this Series, if the holders of such class or series
shall be entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in proportion to their respective dividend rates or liquidation prices, without
preference or priority, one over the other, as between the holders of such
stock and the holders of shares of this Series; and

     (3)  Junior to shares of this Series, either as to dividends or upon
liquidation, if such class or series shall be common stock or if the holders of
shares of this Series shall be entitled to receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the Corporation,
as the case may be, in preference or priority to the holders of shares of such
class or series.


                                     - 6 -

     5.   This amendment was authorized by resolution of the board of directors
of the Corporation and by written consent of its sole shareholder.

     IN WITNESS WHEREOF, this certificate has been signed this 19th day of
November, 1996.


                                        /s/ Dano D. Papageorge
                                        ----------------------------------
                                        Dano D. Papageorge
                                        Senior Executive Vice President


                                        /s/ Jacqueline R. McSwiggan
                                        ----------------------------------
                                        Jacqueline R. McSwiggan
                                        Vice President and Secretary


STATE OF NEW YORK   )
                    ):   ss.:
COUNTY OF NEW YORK  )

     On this 19th day of November, 1996 before me personally appeared Dano D.
Papageorge and Jacqueline R. McSwiggan who to me known did depose and say that
they are the persons described in and who executed the foregoing instrument;
that they read the contents thereof and they know them to be true.


                                        /s/ Dano D. Papageorge
                                        ----------------------------------
                                        Dano D. Papageorge
                                        Senior Executive Vice President


                                        /s/ Jacqueline R. McSwiggan
                                        ----------------------------------
                                        Jacqueline R. McSwiggan
                                        Vice President and Secretary


Sworn to before me this 19th
day of November, 1996


/s/ Sylvia Cohen
- -----------------------------
NOTARY PUBLIC


                       SYLVIA COHEN
             Notary Public, State of New York
                      No. 31-8747950
               Qualified in New York County
             Commission expires July 31, 1997

                             EXHIBIT 4 TO FORM T-1

                                     BYLAWS
                                   (ATTACHED)

                                    BY-LAWS
                                       OF
                              THE BANK OF NEW YORK
                        As amended through May 13, 2003

                               TABLE OF CONTENTS

                                                                        Page No.

ARTICLE I      Stockholders .................................................. 4
  SECTION 1.1.   Annual Meeting .............................................. 4
  SECTION 1.2.   Special Meetings ............................................ 4
  SECTION 1.3.   Notice of Meetings .......................................... 4
  SECTION 1.4.   Quorum of Stockholders ...................................... 4

ARTICLE II     Board of Directors ............................................ 5
  SECTION 2.1.   Number of Directors ......................................... 5
  SECTION 2.2.   Eligibility ................................................. 5
  SECTION 2.3.   Meetings of the Board ....................................... 5
  SECTION 2.4.   Quorum of Directors and Action by the Board ................. 6
  SECTION 2.5.   Removal of Directors ........................................ 6
  SECTION 2.6.   Vacancies ................................................... 6
  SECTION 2.7.   Compensation ................................................ 6
  SECTION 2.8.   Minutes ..................................................... 6
  SECTION 2.9.   Reports ..................................................... 6
  SECTION 2.10.  Action Without a Meeting .................................... 6

ARTICLE III    Executive Committee ........................................... 6
  SECTION 3.1.   Membership .................................................. 6
  SECTION 3.2.   Time and Place of Meetings .................................. 7
  SECTION 3.3.   Special Meetings ............................................ 7
  SECTION 3.4.   Quorum ...................................................... 7
  SECTION 3.5.   Compensation ................................................ 7
  SECTION 3.6.   Minutes ..................................................... 7
  SECTION 3.7.   Reports ..................................................... 7

ARTICLE IV     Other Committees .............................................. 7
  SECTION 4.1.   Examining Committee ......................................... 7
  SECTION 4.2.   Other Committees of Directors Officers and/or
                 Other Persons ............................................... 7
  SECTION 4.3.   Compensation ................................................ 8
  SECTION 4.4.   Manner of Acting ............................................ 8

ARTICLE V      Officers ...................................................... 8
  SECTION 5.1.   Principal Executive Officers ................................ 8
  SECTION 5.2.   Senior Executive Officers ................................... 8
  SECTION 5.3.   Other Senior Officers ....................................... 8
  SECTION 5.4.   Appointed Officers .......................................... 9
  SECTION 5.5.   Bonds ....................................................... 9
  SECTION 5.6.   General Supervisory Powers .................................. 9
  SECTION 5.7.   Executive Officers .......................................... 9
  SECTION 5.8.   Senior Vice Presidents and Vice Presidents .................. 9
  SECTION 5.9.   Secretary ................................................... 9
  SECTION 5.10.  Treasurer ................................................... 9

                                       8

 SECTION 5.11. Comptroller ................................................... 9
 SECTION 5.12. Auditor ...................................................... 10
 SECTION 5.13. Other Officers ............................................... 10

ARTICLE VI   Signing Authorities ............................................ 10
 SECTION 6.1.  Real Property ................................................ 10
 SECTION 6.2.  Senior Signing Powers ........................................ 10
 SECTION 6.3.  Limited Signing Powers ....................................... 10
 SECTION 6.4.  Powers of Attorney ........................................... 10
 SECTION 6.5.  Auditor ...................................................... 11

ARTICLE VII  Indemnification ................................................ 11
 SECTION 7.1.  Indemnification .............................................. 11
 SECTION 7.2.  Other Indemnification ........................................ 11

ARTICLE VIII Capital Stock .................................................. 11
 SECTION 8.1.  Certificates of Stock ........................................ 11
 SECTION 8.2.  Transfer of Certificates ..................................... 11
 SECTION 8.3.  New Certificates ............................................. 11

ARTICLE IX   Corporate Seal ................................................. 12
 SECTION 9.1   The Seal ..................................................... 12

ARTICLE X    Amendment of By-Laws ........................................... 12
 SECTION 10.1. Procedure for Amendments ..................................... 12




                                       9

                                    BY-LAWS
                                       of
                              The Bank of New York

                        As amended through May 13, 2003

                                   ARTICLE I
                                  STOCKHOLDERS

     SECTION 1.1 Annual Meeting.   The annual meeting of stockholders of The
Bank of New York (hereinafter called the Bank) for the election of directors and
the transaction of such other business as properly may be brought before such
meeting shall be held within each calendar year at the principal office of the
Bank, or such other place as shall be specified in the notice of such meeting,
on such day and at such hour as may be fixed by the Board of Directors
(hereinafter called the Board).

     SECTION 1.2 Special Meetings. Special meetings of the stockholders of the
Bank (hereinafter called the stockholders) may be called by the Board, the
Chairman of the Board or the President and shall be called upon the written
request of the holders of record of a majority of the outstanding shares of
stock of the Bank entitled to vote at the meeting requested to be called. Such
meetings of stockholders shall be held on such day and at such hour and at such
place, within or without the State of New York, as may be fixed by the Board.

     SECTION 1.3 Notice of Meetings.    Notice of each meeting of stockholders
shall be given in writing, not less than ten nor more than fifty days before
the date of the meeting, to each stockholder entitled to vote at such meeting,
and shall state the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called. If mailed, such notice shall be
deemed to have been given when deposited in the United States mail, with
postage thereon prepaid, directed to the stockholder at his address as it
appears on the record of stockholders.

     Notwithstanding the foregoing, notice of meeting need not be given to any
stockholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any stockholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.

     SECTION 1.4 Quorum of Stockholders.     The holders of a majority of the
shares entitled to vote thereat shall constitute a quorum at a meeting of
stockholders for the transaction of any business. At all meetings of
stockholders, a quorum being present, all matters, except as otherwise provided
by law or the Organization Certificate of the Bank, shall be authorized by a
majority of the votes cast at the meeting by the stockholders present in person
or by proxy and entitled to vote thereon. The stockholders present may adjourn
the meeting despite the absence of a quorum.



                                       10

                                   ARTICLE II
                               BOARD OF DIRECTORS

     SECTION 2.1.  Number of Directors.  The business of the Bank shall be
managed by the Board which shall consist of such number of directors, within the
minimum and maximum limits prescribed in the Organization Certificate of the
Bank, as from time-to-time shall be determined by the vote of a majority of the
directors then in office or by the stockholders. In the event of any increase in
the number of directors, additional directors shall be elected in the manner
herein prescribed for the filling of vacancies. No decrease in the number of
directors shall shorten the term of any incumbent director. All directors must
possess such qualifications as to stock ownership, citizenship, residence and
age as are prescribed by the Banking Law. Directors shall hold office until the
next annual meeting of the stockholders and until their successors are elected
and have qualified.

     SECTION 2.2.  Eligibility.  No person shall be eligible for election or
reelection as a member of the Board who shall have attained the age of seventy
years.

     SECTION 2.3.  Meetings of the Board.  An annual meeting of the Board shall
be held in each year within fifteen days after the annual meeting of
stockholders. Regular meetings of the Board shall be held on such day and at
such hour as the directors may fix from time-to-time, and no notice thereof need
be given. In case any date for a meeting shall fall on a public holiday, such
meeting shall be held on the next succeeding business day. Special meetings of
the Board may be held at any time upon the call of the Chief Executive Officer
or, in his absence, a principal executive officer and shall be called upon the
written request of any two directors.

     Meetings of the Board shall be held at such places within or without the
State of New York as may be fixed by the Board. If no place is so fixed,
meetings of the Board shall be held at the principal office of the Bank in the
City of New York.

     Notices of the annual and special meetings of the Board shall be given by
delivery, mail, telegraph, facsimile, e-mail, radio or cable to each director at
his usual place of business or residence address not later than noon, New York
time, on the third day prior to the day on which the meeting is to be held or,
if given personally or by telephone, not later than noon, New York time, on the
day before the day on which the meeting is to be held.

     Notice of a meeting of the Board need not be given to any director who
submits a signed waiver of notice whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to him.

     A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting to another time and place. Except for announcement at
the meeting, notice of the time and place of any adjourned meeting need not be
given.

                                       11

     Members of the Board may participate in a meeting of the Board by means of
a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

     SECTION 2.4. Quorum of Directors and Action by the Board. One-third of the
entire Board, but in no case less than five directors, shall constitute a quorum
for the transaction of business. Except as otherwise required by law, the
Organization Certificate of the Bank or these By-laws, the vote of a majority
of the directors present at a meeting at the time of such vote, if a quorum is
then present, shall be the act of the Board.

     SECTION 2.5. Removal of Directors. Any one or more of the directors may be
removed for cause by action of the Board. Any or all of the directors may be
removed with or without cause by vote of the stockholders.

     SECTION 2.6. Vacancies. All vacancies in the office of director shall be
filled by election by the stockholders, except that vacancies not exceeding
one-third of the entire Board may be filled by the affirmative vote of a
majority of the directors in office and the directors so elected shall hold
office for the balance of the unexpired term.

     SECTION 2.7. Compensation. Members of the Board, except members who are
officers of The Bank of New York Company, Inc. or any of its subsidiaries,
shall be entitled to receive such compensation and such fees for attendance as
the Board shall fix from time-to-time.

     SECTION 2.8. Minutes. Regular minutes of the proceedings of the Board
shall be kept in books to be provided for that purpose which shall always be
open for the inspection of any director.

     SECTION 2.9. Reports. At each regular meeting of the Board there shall be
submitted a report of the concerns and business of the Bank, including such
reports as shall be required by law or by regulation of the authorities having
jurisdiction over the Bank.

     SECTION 2.10. Action without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, to the extent permitted by law and regulation, may be taken without a
meeting if all members of the Board or of such committee, as the case may be,
consent thereto in writing and such consent is filed with the minutes of the
proceedings of the Board or such committee.



                                  ARTICLE III
                              EXECUTIVE COMMITTEE


     SECTION 3.1. Membership. The Board, by resolution adopted by a majority of
the entire Board at its annual meeting, shall designate from among its members
an Executive Committee, consisting of not less than five directors,






                                       12


which shall have all the authority of the Board, except as may be otherwise
provided by law.

     Vacancies in the Executive Committee shall be filled by the Board. The
Board may designate one or more directors as alternate members of the Executive
Committee who may replace any absent member or members at any meeting of such
committee.

     SECTION 3.2. Time and Place of Meetings. There shall be meetings of the
Executive Committee at the principal office of the Bank, on such day, at such
hour and at such place as the Committee may fix from time-to-time, and no
notice thereof need be given.

     SECTION 3.3. Special Meetings. Special meetings of the Executive Committee
may be called at any time by the Chief Executive Officer or, in his absence, a
principal executive officer and shall be called upon the written request of any
two members of the Committee. Notice of such meetings shall be given or waived
as provided in Article II for special meetings of the Board.

     SECTION 3.4. Quorum. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business. Members of the
Executive Committee may participate in a meeting of the Executive Committee by
means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

     SECTION 3.5. Compensation. The members of the Executive Committee, other
than officers of The Bank of New York Company, Inc. or any of its subsidiaries,
shall receive such compensation and fees as the Board may determine from
time-to-time.

     SECTION 3.6. Minutes. Regular minutes of the proceedings of the Executive
Committee shall be kept in books to be provided for that purpose which shall
always be open for the inspection of any director. Minutes of the meetings of
the Executive Committee since the previous meeting of the Board shall be
submitted at the next regular monthly meeting of the Board.

     SECTION 3.7. Reports. At each meeting of the Executive Committee there
shall be submitted a report of the concerns and business of the Bank, including
such reports as shall be required by law or by regulation of the authorities
having jurisdiction over the Bank.

                                   ARTICLE IV
                                OTHER COMMITTEES

     SECTION 4.1. Examining Committee. The Board shall appoint an Examining
Committee of not less than three of its members, none of whom shall be an
officer of The Bank of New York Company, Inc. or any of its subsidiaries, who
shall hold office at the pleasure of the Board. The Committee shall conduct
examinations of the affairs of the Bank as required by the Banking Law or as
directed by the Board and shall have supervision over the activities of the



                                       13

Auditor. The Committee also shall review the examinations of the Bank made by
the regulatory authorities and report to the Board its recommendations with
respect thereto.

     SECTION 4.2.   Other Committees of Directors, Officers and/or Other
Persons. The Board may appoint, or authorize the Chief Executive Officer or, in
his absence, a principal executive officer to appoint, from time-to-time, such
other committees consisting of directors, officers and/or other persons and
having such powers, duties and functions in or relating to the business and
affairs of the Bank as the Board may determine. Each such committee and each
member thereof shall serve at the pleasure of the Board and, in the case of any
committee appointed by the Chief Executive Officer or a principal executive
officer, at the pleasure of the Chief Executive Officer or, in his absence, of
a principal executive officer. A majority of all members of any such committee
may determine the rules of order and procedure of such committee and the time
and place of its meetings, unless the Board, or, in the case of any committee
appointed by the Chief Executive Officer or a principal executive officer, the
Chief Executive Officer or, in his absence, a principal executive officer,
shall otherwise provide.

     SECTION 4.3.   Compensation.  Members of committees, other than officers
of The Bank of New York Company, Inc. or any of its subsidiaries, shall be paid
such compensation and such other fees for attendance at meetings as the Board
shall determine from time-to-time.

     SECTION 4.4.   Manner of Acting.   Members of the Examining Committee or
other committees of directors, officers and/or other persons appointed by the
Board may participate in a meeting of such committee by means of a conference
telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

                                   ARTICLE V
                                    OFFICERS

     SECTION 5.1.   Principal Executive Officers.  The Board at its annual
meeting shall elect from its number a Chairman of the Board (hereinafter called
the Chairman), who shall serve also as Chairman of the Executive Committee, and
a President, one of whom shall be designated to act as and to carry the
additional title of Chief Executive Officer; provided that any two or more
offices may be held by the same person. The Board may designate the President
or Chairman, or one of the persons holding titles provided in Section 5.2, to
act as and carry the additional title of Chief Operating Officer. Officers
elected pursuant to this Section 5.1 shall hold office during the pleasure of
the Board, which may fill any vacancy and change the designation of the Chief
Executive Officer or Chief Operating Officer at any regular or special meeting.
Officers elected under this section may be removed with or without cause by the
Board.

     SECTION 5.2.   Senior Executive Officers.  The Board or the Executive
Committee shall elect one or more senior executive officers, any of whom may be
designated Vice Chairman of the Board, or Senior Executive Vice President and
may elect such other officers with such titles as may be specified upon
election. The order of seniority shall be determined by the Chief Executive
Officer with the approval of the Board or the Executive Committee. Senior


                                       14

executive officers elected under this section may be removed with or without
cause by the Board.

     SECTION 5.3.  Other Senior Officers.  The Board or the Executive Committee
shall elect a Secretary; a Treasurer; a Comptroller; an Auditor; and such other
officers with such titles as may be specified upon election. The order of
seniority shall be determined by the Chief Executive Officer with the approval
of the Board or the Executive Committee. The Chief Executive Officer or, in his
absence, a principal executive officer, may remove any of the officers elected
under this section with or without cause with the approval of the Board or the
Executive Committee.

     SECTION 5.4.  Appointed Officers.  Officers of the Bank carrying titles set
forth in this section may be appointed and removed with or without cause by the
Chief Executive Officer or, in his absence, by a principal executive officer.
Such officers may include one or more Executive Vice Presidents; one or more
Managing Directors; one or more Senior Vice Presidents; one or more Vice
Presidents; one or more Assistant Vice Presidents; and such other officers with
such titles as may be specified upon appointment.

     SECTION 5.5.  Bonds.  The Board may require any or all officers or
employees to give bonds from time-to-time.

     SECTION 5.6.  General Supervisory Powers.  The Chief Executive Officer or,
in his absence, a principal executive officer, shall have general supervision
of the policies and operations of the Bank which shall in every case be subject
to the direction and control of the Board.

     SECTION 5.7.  Executive Officers.  The principal executive officers, the
senior executive officers and Executive Vice Presidents shall participate in
the supervision of the policies and operations of the Bank as directed by the
Chief Executive Officer. In his absence a principal executive officer, or a
senior executive officer in the order of seniority determined by the Chief
Executive Officer as provided in Section 5.2, shall have general supervision of
such policies and operations.

     SECTION 5.8.  Senior Vice Presidents and Vice Presidents.  Senior Vice
Presidents and Vice Presidents shall participate in the supervision of
operations of the Bank as directed by the Chief Executive Officer. They shall
perform such other duties as shall be assigned to them by the Board, the Chief
Executive Officer or an executive officer.

     SECTION 5.9.  Secretary.  The Secretary shall keep the minutes of all
meetings of the Board and of the Executive Committee; shall attend to the
giving of such notices of meetings as may be required by these By-laws and
shall perform all the duties assigned to him by the Board or the Chief
Executive Officer and in general those duties incident to the office of
Secretary. He shall have custody of the corporate seal and shall have authority
to affix the same to any documents requiring such seal and to attest the
same. In the absence of the Secretary, an Assistant Secretary shall act in his
stead.

                                       15

     SECTION 5.10.  Treasurer.     The Treasurer shall have the care and
custody of all moneys, funds and other property of the Bank which may come into
his hands and shall perform such other duties as may be assigned to him from
time-to-time by the Board or the Chief Executive Officer.

     SECTION 5.11.  Comptroller.   The Comptroller shall exercise general
supervision over, and be responsible for, all matters pertaining to the
accounting and bookkeeping of the Bank. He shall keep the permanent records of
property and indebtedness and of all transactions bearing on the financial
affairs of the Bank. The Comptroller shall perform such additional duties as
shall be assigned to him by the Board or the Chief Executive Officer. He shall
at any time on the request of any three directors report to the Board or the
Executive Committee such matters concerning the affairs of the Bank as, in his
or their judgment, should be brought to the attention of the directors.

     SECTION 5.12.  Auditor.  The Auditor shall report directly to the Chief
Executive Officer and, through the Examining Committee, to the Board. He shall
be responsible for the planning and direction of the internal auditing function
and the evaluation of the internal control safeguards of the Bank. He shall
perform such additional duties as shall be assigned by the Board, the Examining
Committee or the Chief Executive Officer.

     SECTION 5.13.  Other Officers.     All officers whose duties are not
described by these By-laws shall perform such duties as may be designated by
the Chief Executive Officer or any officer authorized by him to do so.

                                   ARTICLE VI
                              SIGNING AUTHORITIES

     SECTION 6.1.   Real Property. Real property owned by the Bank in its own
right shall not be deeded, conveyed, mortgaged, assigned or transferred except
when duly authorized by a resolution of the Board. The Board may from
time-to-time authorize officers to deed, convey, mortgage, assign or transfer
real property owned by the Bank in its own right with such maximum values as
the Board may fix in its authorizing resolution.

     SECTION 6.2.   Senior Signing Powers.   Subject to the exception provided
in Section 6.1, the Chairman, the President, any Vice Chairman of the Board, any
Senior Executive Vice President and any Executive Vice President is authorized
to accept, endorse, execute or sign any document, instrument or paper in the
name of, or on behalf of, the Bank in all transactions arising out of, or in
connection with, the normal course of the Bank's business or in any fiduciary,
representative or agency capacity and, when required, to affix the seal of the
Bank thereto. In such instances as in the judgment of the Chairman, the
President, any Vice Chairman of the Board, any Senior Executive Vice President
or any Executive Vice President may be proper and desirable, any one of said
officers may authorize in writing from time-to-time any other officer to have
the powers set forth in this section applicable only to the performance or
discharge of the duties of such officer within his or her particular division or
function. Any officer of the Bank authorized in or pursuant to Section 6.3 to
have any of the powers set forth therein, other than the officer signing
pursuant to this Section 6.2, is authorized to attest to the seal of the Bank on
any documents requiring such seal.


                                       16

     SECTION 6.3. Limited Signing Powers. Subject to the exception provided in
Section 6.1, in such instances as in the judgment of the Chairman, the
President, any Vice Chairman of the Board, any Senior Executive Vice President,
or any Executive Vice President may be proper and desirable, any one of said
officers may authorize in writing from time to time any other officer, employee
or individual to have the limited signing powers or limited power to affix the
seal of the Bank to specified classes of documents set forth in a resolution of
the Board applicable only to the performance or discharge of the duties of such
officer, employee or individual within his or her division or function.

     SECTION 6.4. Powers of Attorney. All powers of attorney on behalf of the
Bank shall be executed by any officer of the Bank jointly with the Chairman of
the Board, the President, any Vice Chairman, any Senior Executive Vice
President, any Executive Vice President, any Senior Vice President or any
Managing Director, provided that the execution by such Senior Vice President or
Managing Director of said Power of Attorney shall be applicable only to the
performance or discharge of the duties of such officer within his or her
particular division or function. Any such power of attorney may, however, be
executed by any officer or officers or person or persons who may be
specifically authorized to execute the same by the Board of Directors and, at
foreign branches only, by any two officers provided one of such officers is the
Branch Manager.

     SECTION 6.5. Auditor. The Auditor or any officer designated by the Auditor
is authorized to certify in the name of, or on behalf of the Bank, in its own
right or in a fiduciary or representative capacity, as to the accuracy and
completeness of any account, schedule of assets, or other document, instrument
or paper requiring such certification.

                                  ARTICLE VII
                                INDEMNIFICATION

     SECTION 7.1. Indemnification. Any person made, or threatened to be made, a
party to any action or proceeding, whether civil or criminal, by reason of the
fact that he, his testator or intestate, is or was a director, trustee, officer
or employee of the Bank or serves or served any other corporation in any
capacity, at the request of the Bank, shall be indemnified by the Bank and the
Bank may advance his related expenses, to the full extent permitted by law. For
purposes of this Article VII, the Bank may consider the term "Bank" to include
any corporation which has been merged or consolidated into the Bank or of which
the Bank has acquired all or substantially all the assets in a transaction
requiring authorization by the shareholders of the corporation whose assets
were acquired.

     SECTION 7.2. Other Indemnification. The foregoing provisions of this
Article VII shall apply in respect of all alleged or actual causes of action
accrued before, on or after September 1, 1964, except that, as to any such
cause of action which accrued before such date, the Bank may provide, and any
person concerned shall be entitled to, indemnification under and pursuant to
any statutory provision or principle of common law in effect prior to such
date, all to the extent permitted by law.



                                       17

                                  ARTICLE VIII
                                 CAPITAL STOCK

     SECTION 8.1. Certificates of Stock. Certificates of stock shall be signed
by the Chairman, the President or a Vice President and the Secretary or an
Assistant Secretary and may bear the seal of the Bank. The signatures and the
seal may be facsimile to the extent permitted by law. In case any officer who
has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Bank with the same effect as if he were such officer at the date
of issue.

     SECTION 8.2. Transfer of Certificates. Separate books of transfer shall be
kept in which transfers of shares of stock shall be entered by the person
entitled to make such transfer or his attorney-in-fact, upon surrender of the
certificate for the shares to be transferred in proper form for such transfer.

     SECTION 8.3. New Certificates. No new certificate shall be issued until the
former certificate is cancelled except when a certificate is lost or destroyed a
new certificate may be issued on such terms as the Board may prescribe.

                                   ARTICLE IX
                                 CORPORATE SEAL

     SECTION 9.1. The Seal. The Board shall provide a corporate seal for the
Bank which may be affixed to any document, certificate or paper and attested by
such individuals as provided by these By-laws or as the Board may from
time-to-time determine.

                                   ARTICLE X
                              AMENDMENT OF BY-LAWS

     SECTION 10.1. Procedure for Amendments. By-laws of the Bank may be adopted,
amended or repealed by vote of the stockholders entitled to vote in any election
of directors. By-laws may also be adopted, amended or repealed by a majority of
all the directors then in office. Any By-law adopted by the Board may be amended
or repealed by the stockholders entitled to vote thereon as hereinabove
provided. If any By-law regulating an impending election of directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of stockholders for the election of directors the
By-law so adopted, amended or repealed, together with a concise statement of the
changes made.


                                       18


                                                                       EXHIBIT 7

- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30,
2004, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                   Dollar Amounts
ASSETS                                                              In Thousands
                                                                
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ........       $ 3,036,306
   Interest-bearing balances .................................         9,034,655
Securities:
   Held-to-maturity securities ...............................         1,693,598
   Available-for-sale securities .............................        20,325,634
Federal funds sold and securities purchased under
   agreements to resell
   Federal funds sold in domestic offices ....................            19,100
   Securities purchased under agreements to
   resell ....................................................         4,324,992
Loans and lease financing receivables:
   Loans and leases held for sale ............................             6,685
   Loans and leases, net of unearned
     income ..................................................        37,402,355
   LESS: Allowance for loan and
     lease losses ............................................           594,211
   Loans and leases, net of unearned
     income and allowance ....................................        36,808,144
Trading Assets ...............................................         3,420,107
Premises and fixed assets (including capitalized
   leases) ...................................................           969,419
Other real estate owned ......................................             1,253
Investments in unconsolidated subsidiaries and
   associated companies ......................................           253,729
Customers' liability to this bank on acceptances
   outstanding ...............................................           166,157
Intangible assets
   Goodwill ..................................................         2,708,882
   Other intangible assets ...................................           748,171






                                                                   Dollar Amounts
ASSETS                                                              In Thousands
                                                                
Other assets .................................................         6,998,625
                                                                     -----------
Total assets .................................................       $90,515,457
                                                                     ===========
LIABILITIES
Deposits:
   In domestic offices .......................................       $40,236,165
   Noninterest-bearing .......................................        15,201,748
   Interest-bearing ..........................................        25,034,417
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ..................................        24,110,224
   Noninterest-bearing .......................................           300,559
   Interest-bearing ..........................................        23,809,665
Federal funds purchased and securities sold under
     agreements to repurchase
   Federal funds purchased in domestic
     offices .................................................           717,565
   Securities sold under agreements to
     repurchase ..............................................           812,853
Trading liabilities ..........................................         2,598,442
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) .................................         4,158,526
Not applicable
Bank's liability on acceptances executed and
   outstanding ...............................................           167,267
Subordinated notes and debentures ............................         2,389,088
Other liabilities ............................................         6,730,454
                                                                     -----------
Total liabilities ............................................       $81,920,584
                                                                     ===========
Minority interest in consolidated
   subsidiaries ..............................................           142,058
EQUITY CAPITAL
Perpetual preferred stock and related
   surplus ...................................................                 0
Common stock .................................................         1,135,284
Surplus ......................................................         2,087,205
Retained earnings ............................................         5,213,125
Accumulated other comprehensive income .......................            17,201
Other equity capital components ..............................                 0
                                                                     -----------
Total equity capital .........................................         8,452,815
                                                                     -----------
Total liabilities, minority interest, and equity
   capital ...................................................       $90,515,457
                                                                     ===========




      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell                      Directors
Alan R. Griffith