SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

(Amendment No. 3)

TENDER OFFER STATEMENT UNDER

SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

HCA INC.

(Name of Subject Company (Issuer))

HCA INC.

(Names of Filing Person (Offeror))

Common Stock, par value $.01 per share

(Title of Class of Securities)

404119109

(CUSIP Number of Class of Securities)

John M. Franck II

Vice President and Corporate Secretary

HCA Inc.

One Park Plaza

Nashville, Tennessee 37203

(615) 344-9551

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

James H. Cheek, III
J. Allen Overby
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238
(615) 742-6200 Morton A. Pierce
Jack S. Bodner
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,501,000,000	$316,876.70

*  Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 61,000,000 shares of the outstanding common stock, par value $0.01 per share, at a price per share of $41.00 in cash.

**  The amount of the filing fee equals $126.70 per $1 million of the transaction value and is estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934.

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $316,876.70	Filing Party: HCA Inc.
Form or Registration No.: Schedule TO	Date Filed: October 13, 2004

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

      Check the appropriate boxes below to designate any transactions to which the statement relates:

           o third-party tender offer subject to Rule 14d-1.

           x issuer tender offer subject to Rule 13e-4.

           o going-private transaction subject to Rule 13e-3.

           o amendment to Schedule 13D under Rule 13d-2.

      Check the following box if the filing is a final amendment reporting the results of the tender offer: o

SCHEDULE TO

      This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) filed by HCA Inc., a Delaware corporation (“HCA” or the “Company”), on October 13, 2004 pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with its offer to purchase for cash up to 61,000,000 shares of its Common Stock, par value $0.01 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 13, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(l)(A) and (a)(l)(B), respectively (which, together with any supplements or amendments thereto, collectively constitute the “Offer”).

      The information in the Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated herein by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.

      The Offer to Purchase is hereby amended and supplemented as follows:

      (1) The last sentence of the last paragraph on page ii of the Offer to Purchase is amended by inserting the following phrase after the word “could”:

      “have the effect of decreasing the purchase price determined by us which may”

      (2) The eighth sentence under the subheading “What will the purchase price for the Shares be and what will be the form of payment?” on page 1 of the Offer to Purchase is hereby amended by inserting the following phrase after the word “could”:

      “have the effect of decreasing the purchase price determined by us which may”

      (3) The first sentence of the first paragraph under the subheading “Odd Lots” on page 12 of the Offer to Purchase is hereby deleted and replaced with the following sentence:

      “The term “Odd Lots” means all Shares (other than Shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan) that are tendered by shareholders at prices at or below the Purchase Price selected by us (an “Odd Lot Holder”) who own beneficially or of record an aggregate of fewer than 100 Shares and so certify in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery.”

      (4) The second sentence of the first full paragraph on page 17 of the Offer to Purchase under the heading “Procedures For Tendering Shares” is hereby amended by inserting the following phrase after the word “could”:

      “have the effect of decreasing the purchase price determined by us which may”

      (5) The second full paragraph on page 17 of the Offer to Purchase under the heading “Procedures for Tendering Shares” is hereby amended by adding the following sentence at the end of such paragraph:

      “In the event a shareholder has submitted multiple Letters of Transmittal in order to tender Shares at multiple prices, a separate notice of withdrawal must be submitted in accordance with the terms of this Offer with respect to each separate Letter of Transmittal in order for such withdrawals to be effective, as applicable.”

      (6) The last paragraph beginning on page 22 of the Offer to Purchase under the heading “Withdrawal Rights” is hereby amended by adding the following sentence at the end of such paragraph:

      “In the event a shareholder has submitted multiple Letters of Transmittal in order to tender Shares at multiple prices, a separate notice of withdrawal must be submitted in accordance with the terms of this Offer with respect to each separate Letter of Transmittal in order for such withdrawals to be effective, as applicable.”

      (7) The last sentence of the fifth paragraph on page 24 of the Offer to Purchase under the heading “Conditional Tender of Shares” is hereby amended by replacing the phrase “as promptly as practicable” with the word “promptly”.

      (8) The first paragraph on page 25 of the Offer to Purchase under the heading “Conditional Tender of Shares” is hereby amended and restated in its entirety as provided below:

      “After giving effect to these withdrawals, we will accept the remaining Shares properly and unconditionally tendered on a pro rata basis, if necessary. If we are able to purchase all of the remaining unconditionally tendered Shares and the number of Shares that we would purchase would be below 61,000,000, then, to the extent feasible, we will select enough of the conditional tenders (including those that would otherwise have been deemed withdrawn pursuant to the immediately preceding paragraph, if such shareholders conditionally tendered all of their Shares) to permit us to purchase 61,000,000 Shares. In selecting these conditional tenders, we will select by random lot and will select only from shareholders who tendered all of their Shares. Upon selection by lot, if any, we will limit our purchase in each case to the designated minimum number of Shares to be purchased.”

      (9) The first sentence of the last paragraph under the heading “Conditions of the Offer” beginning on page 26 of the Offer to Purchase is hereby amended by inserting the phrase “up to the Expiration Date” after the phrase “from time to time.”

      (10) The second sentence of the last paragraph under the heading “Conditions of the Offer” beginning on page 26 of the Offer to Purchase is hereby amended by inserting the phrase “up to the Expiration Date in our reasonable discretion” after the phrase “from time to time”.

      (11) The second sentence of the fourth paragraph on page 35 of the Offer to Purchase under the heading “Certain Information Concerning Us” is hereby deleted and replaced with the following sentence:

      “Additionally, we may, at our discretion, incorporate by reference into this Offer to Purchase documents we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Offer to Purchase by filing an amendment to the Schedule TO for such purpose.”

      The Letter of Transmittal is hereby amended and supplemented as follows:

      (1) The sub-clause (2) of the fifth paragraph on page 2 of the Letter of Transmittal is hereby amended by adding the following sentence at the end of such paragraph:

      “Note that this election could have the effect of decreasing the purchase price determined by us which may result in the tendered Shares being purchased at the minimum price of $35.00 per Share.”

      (2) The first sentence of the first paragraph under the heading “ODD LOTS” on page 3 of the Letter of Transmittal is hereby amended by deleting the phrase “, as of the close of business on October 13, 2004 and who continues to own beneficially or of record as of the Expiration Date,”.

      (3) The second sentence of the first paragraph under the heading “ODD LOTS” on page 3 of the Letter of Transmittal is hereby amended by deleting the phrase “, as of the close of business on October 13, 2004 and continues to own beneficially or of record as of the Expiration Date,”.

      (4) The second sentence of the first paragraph under the heading “ODD LOTS” on page 3 of the Letter of Transmittal is hereby amended by replacing each instance of the word “was” with the word “is”.

      (5) The sub-clause (b) of the third paragraph on page 4 of the Letter of Transmittal is hereby amended by adding the word “and” after the “;” at the end of such sub-clause.

      (6) The sub-clause (c) of the third paragraph on page 4 of the Letter of Transmittal is hereby amended by replacing the phrase “; and” with a “.” at the end of such sub-clause.

      (7) The sub-clause (d) of the third paragraph on page 4 of the Letter of Transmittal is hereby deleted in its entirety.

      (8) The third sentence of the first paragraph under the heading “Shares Tendered at Price Determined Pursuant to the Offer” on page 6 of the Letter of Transmittal is hereby amended by inserting the following phrase after the word “could”:

      “have the effect of decreasing the purchase price determined by us which may”

      (9) The first sentence under Instruction 9 (Odd Lots) on page 11 of the Letter of Transmittal is hereby amended by replacing the word “owned” with the word “owns” and by deleting the phrase “, as of the close of business on October 13, 2004 and as of the Expiration Date,”.

      The Notice of Guaranteed Delivery is hereby amended and supplemented as follows:

      (1) The first sentence of the first paragraph under the heading “Odd Lots” on page 2 of the Notice of Guaranteed Delivery is hereby amended by replacing the word “owning” with the words “who owns” and by deleting the phrase “, as of the close of business on October 13, 2004 and who continues to own beneficially or of record as of the Expiration Date,”.

      The Form of Letter to Clients is hereby amended and supplemented as follows:

      (1) The first sentence of the first paragraph under the heading “Odd Lots” on page 3 of the Form of Letter to Clients is hereby amended by replacing the word “owned” with the word “owns” and by deleting the phrase “, as of the close of business on October 13, 2004, and continues to own beneficially or of record as of the Expiration Date,”.

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HCA INC.

By:  /s/ R. MILTON JOHNSON

Name:     R. Milton Johnson

Title: Executive Vice President and Chief

Financial Officer

Dated: November 1, 2004

EXHIBIT INDEX

Exhibit
No.		Description
	(a)(1)(A)	Offer to Purchase, dated October 13, 2004.*
	(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
	(a)(1)(C)	Notice of Guaranteed Delivery.*
	(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(F)	Form of Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan.*
	(a)(1)(G)	Form of Letter to Participants in the HCA 401(k) Plan.*
	(a)(5)(A)	Press Release dated October 13, 2004, announcing the Offer.*
	(a)(5)(B)	Press Release dated October 13, 2004, announcing HCA’s preliminary third quarter results.*
	(a)(5)(C)	Form of Summary Advertisement.*
	(a)(5)(D)	Letter to Shareholders.*
	(a)(5)(E)	Transcript of Conference Call on October 13, 2004.**
	(a)(5)(F)	Press Release dated October 22, 2004 (included as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 22, 2004, and incorporated herein by reference).
	(a)(5)(G)	Transcript of Conference Call on October 22, 2004.***
	(a)(5)(H)	Revised Transcript of Conference Call on October 13, 2004.***
	(b)(1)	$2.25 Billion Senior Credit Facilities Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank.*
	(b)(2)	$1.5 Billion Senior Credit Facility Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Arrangers, JPMorgan Chase Bank and Merrill Lynch Capital Corporation as Agents.*
	(b)(3)	$2.5 Billion Credit Agreement, dated April 30, 2001, among the Company, The Several Banks and Other Financial Institutions (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and incorporated herein by reference).
	(b)(4)	First Amendment to the April 2001 $2.5 Billion Credit Agreement dated as of October 14, 2003 (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference).
	(b)(5)	Amendment Letter, dated as of October 21, 2004, to $2.25 Billion Senior Credit Facilities Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank.***
	(b)(6)	Amendment Letter, dated as of October 21, 2004, to $1.5 Billion Senior Credit Facility Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Arrangers, JPMorgan Chase Bank and Merrill Lynch Capital Corporation as Agents.***
	(d)(1)	Columbia Hospital Corporation Stock Option Plan (filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990, and incorporated herein by reference).
	(d)(2)	Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and incorporated herein by reference).
	(d)(3)	First Amendment to Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference).

Exhibit
No.		Description
	(d)(4)	Columbia Hospital Corporation Outside Directors Nonqualified Stock Option Plan (filed as Exhibit 28.1 to the Company’s Registration Statement on Form S-8 (File No. 33-55272), and incorporated herein by reference).
	(d)(5)	HCA-Hospital Corporation of America 1989 Nonqualified Stock Option Plan, as amended through December 16, 1991 (filed as Exhibit 10(g) to HCA-Hospital Corporation of America’s Registration Statement on Form S-1 (File No. 33-44906), and incorporated herein by reference).
	(d)(6)	HCA-Hospital Corporation of America Nonqualified Initial Option Plan (filed as Exhibit 4.6 to the Company’s Registration Statement on Form S-3 (File No. 33-52379), and incorporated herein by reference).
	(d)(7)	Form of Galen Health Care, Inc. 1993 Adjustment Plan (filed as Exhibit 4.15 to the Company’s Registration Statement on Form S-8 (File No. 33-50147), and incorporated herein by reference).
	(d)(8)	HCA-Hospital Corporation of America 1992 Stock Compensation Plan (filed as Exhibit 10(t) to HCA-Hospital Corporation of America’s Registration Statement on Form S-1 (File No. 33-44906), and incorporated herein by reference).
	(d)(9)	Columbia/HCA Healthcare Corporation Outside Directors Stock and Incentive Compensation Plan, as amended and restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference).
	(d)(10)	First Amendment to the Columbia/HCA Healthcare Corporation Outside Directors Stock and Incentive Compensation Plan, as amended and restated September 23, 1999, dated as of May 25, 2000 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference).
	(d)(11)	HCA Inc. Amended and Restated Management Stock Purchase Plan (filed as Exhibit C to the Company’s Proxy Statement for the Annual Meeting of Stockholders on May 27, 2004, and incorporated herein by reference).
	(d)(12)	Amended and Restated HCA Employee Stock Purchase Plan.*
	(d)(13)	HCA Directors’ 2004 Compensation/Fees Policy adopted July 24, 2003 (filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and incorporated herein by reference).
	(d)(14)	Columbia/HCA Healthcare Corporation 2000 Equity Incentive Plan (filed as Exhibit A to the Company’s Proxy Statement for the Annual Meeting of Shareholders on May 25, 2000, and incorporated herein by reference).
	(d)(15)	HCA Inc. 2003 Performance Equity Incentive Program (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference).
	(d)(16)	HCA Inc. 2004 Performance Excellence Program (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference).
	(d)(17)	Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-Hospital Corporation of America, Hospital Corporation of America and The HCA Profit Sharing Plan on March 22, 1989, and incorporated herein by reference).
	(d)(18)	Registration Rights Agreement, dated as of June 28, 2001, between the Company and Canadian Investments LLC, a Delaware limited liability Company (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-3 (File No. 333-67040), and incorporated herein by reference).

   * Previously filed on Schedule TO on October 13, 2004.

**  Previously filed on Amendment No. 1 to Schedule TO on October 13, 2004.

***  Previously filed on Amendment No. 2 to Schedule TO on October 25, 2004.

CORRESP 2 filename2.htm

BASS, BERRY & SIMS PLC

J. ALLEN OVERBY	A PROFESSIONAL LIMITED LIABILITY COMPANY	OTHER OFFICES:
TEL: (615) 742-6211	ATTORNEYS AT LAW
FAX: (615) 742-2711		NASHVILLE MUSIC ROW
aoverby@bassberry.com	AMSOUTH CENTER	KNOXVILLE
	315 DEADERICK STREET, SUITE 2700	MEMPHIS
	NASHVILLE, TN 37238-3001
	(615) 742-6200
	www.bassberry.com

November 1, 2004

Via EDGAR and Facsimile (202) 942-9638

Nicholas P. Panos
Special Counsel
Office of Mergers and Acquisitions
Securities and Exchange Commission
Washington, DC 20549-0303

Re:	HCA Inc.
	Schedule TO-I/A filed by HCA Inc. on October 13, 2004
	File No. 005-41652

Dear Mr. Panos:

     On behalf of HCA Inc. (the “Company”), and in response to the staff’s comments contained in your letter dated October 21, 2004 (the “Comment Letter”), I submit this letter containing the Company’s responses to the Comment Letter. The Company’s responses to the Comment Letter correspond to the numbered comments in the Comment Letter. Amendment No. 3 to the Schedule TO-I (the “Amendment”) was filed today with the Securities and Exchange Commission via EDGAR.

OFFER TO PURCHASE

     General/Important ii

1. Advise us why the offer is open for twenty full business days as required by Rule 14e-1(a) for the participants in the Amended and Restated HCA Employee Stock Purchase Plan and the HCA 401(k) plan.

     RESPONSE:

Under the Amended and Restated HCA Employee Stock Purchase Plan (the “ESPP”) and the HCA 401(k) plan (the “401(k) Plan”), the ESPP and the 401(k) Plan, as opposed to the participants in such plans, are the holders of the Company’s common stock. The offer is open for twenty full business days for all holders of the Company’s common stock, including the ESPP and the 401(k) Plan. Accordingly, the Company believes it has met the requirements of Rule 14e-1(a).

Nicholas P. Panos
Securities and Exchange Commission
November 1, 2004
Page 2

2. In light of your comment that holders who check the box indicating that they will tender their shares at any price at or above the minimum will maximize their chances of their shares being purchased in the offer, include disclosure which clearly explains that this feature may have the effect of decreasing the price at which any securities will be purchased.

     RESPONSE:

     The disclosure has been revised in accordance with the comment.

3. Procedures for Tendering Shares, page 17

3. We note that shareholders must submit multiple letters of transmittal if they determine to tender shares at different prices. Please revise to clarify whether holders must submit multiple requests to withdraw if they wish to withdraw shares tendered at different prices.

     RESPONSE:

     The disclosure has been revised in accordance with the comment.

6. Conditional Tender of Shares, page 24

4. Shares not purchased pursuant to conditional tender, proration, or pricing provisions must be returned promptly following the expiration of the offer, not “as promptly as practicable.” Please revise.

     RESPONSE:

     The disclosure has been revised in accordance with the comment.

5. The proration discussion is not clear as it appears HCA intends to pro rate conditionally tendered securities. We understand HCA has committed to prorating tendered securities if 61,000,000 or more shares are tendered in the offer. While the staff will not object if HCA first makes purchases from each security holder tendering an odd lot prior to prorating the balance of securities tendered, and acknowledge HCA may lawfully exclude from the pro ration pool securities tendered by odd lot holders, HCA remains required to then accept all unconditionally tendered securities next. HCA may then purchase conditionally tendered securities by lot. Please revise to make clear, if true, that HCA will not be prorating conditionally tendered securities and that HCA will only accept securities in that class of tenders once odd lots and unconditionally tendered securities have been accepted. See Rule 13e-4(f)(3)(ii).

     RESPONSE:

     The disclosure has been revised in accordance with the comment.

Nicholas P. Panos
Securities and Exchange Commission
November 1, 2004
Page 3

7. Conditions to the Offer

6. HCA deems the conditions to be an ongoing right that may be asserted at any time from time to time. Please be advised that all conditions of the offer, other than those subject to applicable law, must be satisfied or waived before the expiration of the offer. Defining the conditions as a continuing right that may be waived at any time suggest that conditions to the offer may be waived after expiration of the offer. Please revise the disclosure to make clear that all conditions, other than those subject to applicable law, will be satisfied or waived on or before the expiration of the offer.

     RESPONSE:

     The disclosure has been revised in accordance with the comment.

11. Certain Information Concerning Us

7. Advise us of the authority upon which HCA relies to incorporate future periodic filings by reference, or delete this reference and revise this section to indicate that HCA will specifically amend the Schedule TO to incorporate by reference future periodic filings made with the Commission.

     RESPONSE:

     The disclosure has been revised in accordance with the comment.

Letter of Transmittal

8. We note that you will accept odd lot tenders only from those holders who were odd lot holders at the date of announcement and continue to be odd lot holders through the expiration date. This condition appears inconsistent with Rule 13e-4(f)(3) and as it would seemingly prohibit holders from becoming odd lot holders by selling shares in the market prior to expiration. Please revise and make corresponding changes to page 12 of the Offer to Purchase.

     RESPONSE:

     The disclosure has been revised in accordance with the comment.

9. We note that on page 4 of the Letter of Transmittal you stipulate that the undersigned “has read and agrees to all of the terms of the Offer.” The form improperly asks option holders to certify that they have “read” the terms of the offer. Please revise to delete the requirement that option holders certify that they have “read” the offer. Alternatively, amend the form to include a legend in bold typeface that indicates HCA neither views the certification made by option holders that they have read the offering materials as a waiver

Nicholas P. Panos
Securities and Exchange Commission
November 1, 2004
Page 4

of liability and that HCA promises not to assert that this provision constitutes a waiver of liability.

     RESPONSE:

     The disclosure has been revised in accordance with the comment.

     Please do not hesitate to contact me at the above telephone number if you have any questions or further comments. Thank you in advance for your prompt attention to this matter.

Sincerely,

/s/ J. Allen Overby

CORRESP

corresp

CORRESP

HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
(615) 344-9551

November 1, 2004

Via EDGAR and Facsimile (202) 942-9638

Nicholas P. Panos
Special Counsel
Office of Mergers and Acquisitions
Securities and Exchange Commission
Washington, DC 20549-0303

Re:	HCA Inc.
	Schedule TO-I/A filed by HCA Inc. on October 13, 2004
	File No. 005-41652

Dear Mr. Panos:

     On behalf of HCA Inc. (the “Company”), and in response to the request contained in your letter dated October 21, 2004 (the “Comment Letter”), the Company hereby acknowledges that:

     1. The Company is responsible for the adequacy and accuracy of the disclosure in the filings with the Securities and Exchange Commission (the “Commission”);

     2. The staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to such filings; and

     3. The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     Please do not hesitate to contact me at the above telephone number if you have any questions or further comments. Thank you in advance for your prompt attention to this matter.

Sincerely,

/s/ John M. Franck II
Vice President and Corporate Secretary