SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FETTER TREVOR

(Last)

(First)

(Middle)

13737 NOEL ROAD

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TENET HEALTHCARE CORP [ THC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/23/2006		F		24,738⁽¹⁾	D	$7.35	224,169	D
Common Stock								10,200	I	By Spouse
Common Stock								10,000	I	By Trust
Restricted Stock (Fetter)⁽²⁾								66,667	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1997 B Option (Right to Buy)	$22.04							⁽³⁾	12/02/2007	Common Stock	75,000		75,000	D
1999 C Option (Right to Buy)	$11.12							⁽³⁾	07/28/2009	Common Stock	25,000		25,000	D
2002 A Option (Right to Buy)	$27.95							⁽³⁾	11/07/2012	Common Stock	450,000		450,000	D
2003 B Option (Right to Buy)	$14.98							⁽³⁾	09/15/2013	Common Stock	350,000		350,000	D
2004 March Option (Right to Buy)	$12.02							⁽³⁾	03/04/2014	Common Stock	469,333		469,333	D
2004 March Restricted Units	$0.00⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	62,578		62,578	D
2005 February Option (Right to Buy)	$10.63							⁽³⁾	02/17/2015	Common Stock	469,333		469,333	D
2005 February Restricted Units	$0.00⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	173,867		173,867	D
Stock Units	$0.00⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	18,798		18,798	D

Explanation of Responses:

1. These shares were withheld for payment of taxes in connection with the vesting of 66,667 shares of restricted stock on January 23, 2006.

2. The Company granted Mr. Fetter two shares of Restricted Stock for each share of the Company's common stock purchased by Mr. Fetter, up to a maximum of 200,000 shares of Restricted Stock. These shares of Restricted Stock vest as follows: (1) one-third vest two years from the grant date; (2) an additional one-third vest three years from the grant date; and (3) the balance vest four years from the grant date.

3. These derivative securities (stock options) vest ratably on each of the first, second and third anniversaries of the date of grant.

4. These restricted units vest ratably on each of the first, second and third anniversaries of the date of grant. Restricted Units are settled in shares of the Company's common stock upon vesting.

5. These Stock Units were accrued under the Company's Deferred Compensation Plan.

6. These Stock Units are settled in shares of the Company's common stock upon termination of service.

	/s/ Fetter, Trevor	01/25/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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