SecProbe.io

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October 21, 2004

Via Facsimile 615.742.2723 and 212.259.6333 plus U.S. Mail

Mr. James H. Cheek, III, Esq.
Mr. J. Allen Overby, Esq.
Bass, Berry & Sims PLC
315 Deaderick Street, Ste. 2700
Nashville, TN 37238-3001

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

Dear Sirs:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

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.

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.

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.

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.

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).

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.

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.

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.

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

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* 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 the filing; and
* 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.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

Please direct any questions to me at (202) 942-2948.  You may also
contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.  In
addition, you should file all correspondence electronically on EDGAR.

								Sincerely,

								Nicholas P. Panos
								Special Counsel
								Office of Mergers &
								Acquisitions

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