8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

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

         Date of Report (Date of earliest event reported): May 27, 2004


                          IASIS HEALTHCARE CORPORATION
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           Delaware                     333-94521                 76-0450619
- ------------------------------  --------------------------   -------------------
 (State or other jurisdiction    (Commission File Number)     (I.R.S. Employer
       of incorporation)                                     Identification No.)



          117 Seaboard Lane, Building E                            37067
              Franklin, Tennessee
- ------------------------------------------------------       -------------------
      (Address of principal executive offices)                  (Zip Code)




       Registrant's telephone number, including area code: (615) 844-2747


                                 Not Applicable
       -------------------------------------------------------------------
          (Former name or former address, if changed since last report)



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)  Exhibits.

         99.1     Press Release dated May 27, 2004.


Item 9. Regulation FD Disclosure.


         On May 27, 2004, IASIS Healthcare Corporation announced that its
subsidiaries, Iasis Healthcare LLC and Iasis Capital Corporation, intend to
offer through a private placement, subject to market and other conditions, $475
million aggregate principal amount of new Senior Subordinated Notes due 2014.
The press release is attached hereto as Exhibit 99.1.


Limitation on Incorporation by Reference

         In accordance with General Instruction B.2 of Form 8-K, the information
in this report (including the exhibit) is furnished pursuant to Item 9 and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to liabilities of that
Section, unless we specifically incorporate it by reference in a document filed
under the Securities Act of 1933 or the Securities Exchange Act of 1934. The
filing of this Current Report on Form 8-K is not an admission as to the
materiality of any information in this report that is required to be disclosed
solely by Regulation FD.



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             IASIS HEALTHCARE CORPORATION


                                             By:      /s/ W. Carl Whitmer
                                                      --------------------------
                                                      W. Carl Whitmer
                                                      Chief Financial Officer

Date:    May 27, 2004




                                       3


                                  EXHIBIT INDEX


No.                     Exhibit
- -----------             --------------------------------------------
99.1                    Press Release dated May 27, 2004.








                                       4

EX-99.1

                                                                    Exhibit 99.1


         IASIS Healthcare Announces Offer of Senior Subordinated Notes

    FRANKLIN, Tenn.--(BUSINESS WIRE)--May 27, 2004--IASIS
Healthcare(R) Corporation today announced that its subsidiaries, Iasis
Healthcare LLC and Iasis Capital Corporation, intend to offer through
a private placement, subject to market and other conditions, $475
million aggregate principal amount of new Senior Subordinated Notes
due 2014. The issuers' obligations under the Senior Subordinated Notes
will be fully and unconditionally guaranteed on a senior subordinated
basis by certain of the Company's subsidiaries. Concurrently with the
closing of such offering, the Company intends to complete its
acquisition by the investor group led by Texas Pacific Group, as
previously announced, and enter into a new $675 million senior secured
credit facility. The proceeds of this offering, together with the
equity contribution to be made by the investor group in the
acquisition and initial borrowings under the new senior secured credit
facility, will be used to fund the acquisition of the Company,
repurchase the Company's existing 13% Senior Subordinated Notes due
2009 and 8 1/2% Senior Subordinated Notes due 2009 and pay related
tender premiums and consent fees pursuant to the tender offer and
consent solicitation which commenced on May 6, 2004, repay all
existing indebtedness under the Company's existing senior secured
credit facility, and pay other fees and expenses related to these
transactions. The closing of this offering is expected to occur in
June 2004 and is conditioned on the completion of the acquisition and
the other financing transactions described above.
    The Senior Subordinated Notes have not and will not be registered
under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements under the Securities Act.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities.
    IASIS Healthcare(R) Corporation, located in Franklin, Tennessee,
is a leading owner and operator of medium-sized acute care hospitals
in high-growth urban and suburban markets. IASIS operates its
hospitals with a strong community focus by offering and developing
healthcare services to meet the needs of the markets it serves,
promoting strong relationships with physicians and working with local
managed care plans. IASIS Healthcare(R) owns or leases 15 acute care
hospitals and one behavioral health hospital with a total of 2,257
beds in service and has total annual revenues of approximately $1.2
billion. These hospitals are located in five regions: Salt Lake City,
UT; Phoenix, AZ; Las Vegas, NV; Tampa-St. Petersburg FL; and four
cities in Texas, including San Antonio. IASIS also has an ownership
interest in three ambulatory surgery centers and owns and operates a
Medicaid managed health plan in Phoenix that serves over 92,000
members. For more information on IASIS Healthcare(R) Corporation,
please visit IASIS's website at www.iasishealthcare.com.

    This press release contains statements regarding beliefs and
expectations of the outcome of future events that are forward-looking
statements as defined within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that could affect the Company's
ability to successfully complete the private placement of the Senior
Subordinated Notes, such as general market conditions and
uncertainties relating to the ability of the Company to use
effectively the proceeds from the sale of the Senior Subordinated
Notes. Factors that could cause results to differ are described in
filings made from time to time by IASIS with the Securities and
Exchange Commission. IASIS takes no responsibility for updating the
information contained in this press release following the date hereof
to reflect events or circumstances occurring after the date hereof or
the occurrence of unanticipated events.

    CONTACT: IASIS Healthcare Corporation, Franklin
             Investor contact:
             David R. White or W. Carl Whitmer, 615-844-2747
             or
             News media contact:
             Tomi Galin, 615-467-1255