e144
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

     ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

                     
1(a) NAME OF ISSUER (Please type or print)
HCA Inc.		       (b) IRS IDENT. NO.
75-2497104 		          (c) SEC FILE NO.
                         
1(d) ADDRESS OF ISSUER   STREET   CITY   STATE   ZIP CODE   (e) TELEPHONE NO.
AREA CODE
   NUMBER
One Park Plaza       Nashville   TN   37203   615   344-2909
                             
2(a) NAME OF PERSON FOR WHOSE
ACCOUNT THE SECURITIES ARE
TO BE SOLD		   (b) IRS IDENT. NO   (c) RELATIONSHIP TO
ISSUER 		  (d) ADDRESS   STREET   CITY   STATE   ZIP CODE
HCA Master Retirement Trust   75-2497104   Sponsored Retirement Plan   One Park Plaza       Nashville   TN   37203

     INSTRUCTIONS: The person filing this notice should contact the issuer to obtain the IRS Identification Number and the SEC File Number.

                             
3(a)
Title Of The
Class Of
Securities
To Be Sold		   (b)
Name And Address Of Each Broker Through
Whom The Securities Are To Be Offered Or
Each Market Maker Who Is
Acquiring The Securities 		  SEC USE ONLY
Broker-Dealer
File Number 		  (c)
Number Of
Shares Or Other
Units To Be Sold
(See Instr. 3(c)) 		  (d)
Aggregate
Market Value
(See Instr.3(d)) 		  (e)
Number of Shares
Or Other Units
Outstanding
(See Instr. 3(e) ) 		  (f)
Approximate
Date of Sale
(See Instr.3(f))
(Mo.Day.Yr) 		  (g)
Name of Each
Securities
Exchange
(See Instr.3(g))
Common   ESI/Bank of New York
1633 Broadway
New York, NY 10019
 
Capital Institutional Services
750 North Saint Paul Street, Ste. 2200 Dallas, TX 75201
 
State Street Brokerage Services
225 Franklin Street
Boston, MA 02110 		      4,288,500   $182,604,330   512,526,400   1-23-03/
3-28-03 		  NYSE

INSTRUCTIONS:

         
1.   (a)   Name of Issuer.
    (b)   Issuer’s IRS Identification Number.
    (c)   Issuer’s SEC file number, if any.
    (d)   Issuer’s address, including zip code.
    (e)   Issuer’s telephone number, including area code.
2.   (a)   Name of person for whose account the securities are to be sold.
    (b)   Such person’s IRS identification number, if such person is an entity.
    (c)   Such person’s relationship to the issuer, (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing).
    (d)   Such person’s address, including zip code.
3.   (a)   Title of the class of securities to be sold.
    (b)   Name and address of each broker through whom the securities are intended to be sold.
    (c)   Number of shares or other units to be sold (if debt securities, give the aggregate face amount).
    (d)   Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice.
    (e)   Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer.
    (f)   Approximate date on which the securities are to be sold.
    (g)   Name of each securities exchange, if any, on which the securities are intended to be sold.

 

 

TABLE I – SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

                         
            Name Of Person From            
            Whom Acquired (If            
Title Of   Date You       Gift, Also Give Date   Amount Of   Date Of    
The Class   Acquired   Nature Of Acquisition Transaction   Donor Acquired   Securities Acquired Payment   Payment   Nature Of Payment
 
 
 
 
 
 
Common   Various   Open Market           Various   Cash

Sale in conjunction with a 10b5-1 Plan under the U.S. District Court approved settlement of HealthTrust, Inc. 401 (k) Retirement Program disputed assets

         
INSTRUCTIONS:        
    1.   If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereof the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
    2.   If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d) (3) of Rule 144, furnish full information with respect thereto.

TABLE II – SECURITIES SOLD DURING THE PAST THREE MONTHS
Furnish the following information as to all securities of the issuer sold
during the past three months by the person for whose account
the securities are to be sold

                 
Name And Address Of Seller   Title Of Securities Sold   Date Of Sale   Amount of
Securities Sold		   Gross Proceeds
 
 
 
 
HCA Master Retirement Trust
One Park Plaza; Nashville, TN 37203		   HCA Inc.   9/25/02-10/01/02   187,200   $8,794,217

REMARKS: Retirement Plan(s) sales to satisfy participant transfer/distribution requests and other cash requirements

INSTRUCTIONS:

See the definition of “person” in paragraph (a) of Rule 144, Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with Sales for the account of the person filing this notice.

December 20, 2002

(DATE OF NOTICE)

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

/s/ James T. Glassock, as Attorney-in-Fact

(AUTHORIZED SIGNATORY)

     This notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.

Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional Misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)