As Filed with the Securities and Exchange Commission on July 16, 2001
                                                           Registration No. 333-

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   FORM S-4

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                               -----------------

                             TRIAD HOSPITALS, INC.
              and the Guarantors identified in footnote (1) below
            (Exact name of registrant as specified in its charter)


                                                         
            DELAWARE                          8062                 75-2816101
 (State of or other jurisdiction  (Primary Standard Industrial  (I.R.S. Employer
of incorporation or organization) Classification Code Number)  Identification No.)


                         13455 Noel Road, 20/th/ Floor
                              Dallas, Texas 75240
                                (972) 789-2700
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)


                              Donald P. Fay, Esq.
            Executive Vice President, General Counsel and Secretary
                         13455 Noel Road, 20/th/ Floor
                              Dallas, Texas 75240
                                (972) 789-2700
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                               -----------------

                                  Copies to:

                            Morton A. Pierce, Esq.
                            Michelle B. Rutta, Esq.
                             Dewey Ballantine LLP
                          1301 Avenue of the Americas
                         New York, New York 10019-6092
                                (212) 259-8000

                               -----------------

   Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.

   If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

   If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

                               -----------------
                        CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                                                   Proposed        Proposed
                                                                   maximum          maximum
                                                   Amount to be offering price     aggregate        Amount of
Title of each class of securities to be registered  registered     per Note    offering price(1) registration fee
------------------------------------------------------------------------------------------------------------------
                                                                                     
     8 3/4% Series B Senior Notes due 2009........ $600,000,000      100%        $600,000,000       $150,000
------------------------------------------------------------------------------------------------------------------
     Guarantee of 8 3/4% Series B Senior Notes
       due 2009................................... $600,000,000      (2)              (2)              (2)
------------------------------------------------------------------------------------------------------------------
     Total........................................ $600,000,000      100%        $ 600,000,000      $ 150,000


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

(1)Estimated solely for purposes of calculating the registration fee pursuant
   to Rule 457(f)(2).
(2)No additional consideration for the Guarantees of the 8 3/4% Series B Senior
   Notes due 2009 will be furnished. Pursuant to Rule 457(n), no separate fee
   is payable with respect to such Guarantees.

                               -----------------

   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective time until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------



      (1) The following domestic direct and indirect subsidiaries of Triad
   Hospitals, Inc. are Guarantors of the Notes and are Co-Registrants, each of
   which, unless otherwise indicated, is incorporated in the state of Delaware
   and has the I.R.S. Employer Identification Number indicated: Alice Hospital,
   LLC (62-1762534); Alice Surgeons, LLC (62-1762533); American Health
   Facilities Development, LLC (62-1744953); APS Medical, LLC (62-1769684);
   Arizona ASC Management, Inc., an Arizona corporation (62-1606155); Arizona
   DH, LLC (91-2065656); Arizona Medco, LLC (62-1769646); Beauco, LLC
   (62-1771881); Beaumont Regional, LLC (62-1762517); Bluffton Health System
   LLC (62-1792272); Brazos Medco, LLC (62-1771852); Brazos Valley of Texas,
   L.P. (62-1766951); Brazos Valley Surgical Center, LLC (62-1766953);
   Brownwood Hospital, L.P. (62-1762521); Brownwood Medical Center, LLC
   (62-1762523); BVSC, LLC (62-1766949); Carlsbad Medical Center, LLC
   (62-1762526); Carolinas Medical Alliance, Inc., a South Carolina corporation
   (62-1671678); Claremore Physicians, LLC (62-1772261); Claremore Regional
   Hospital, LLC (62-1757649); Clinico, LLC (62-1771864); Clinton County Health
   System LLC (52-2024217); College Station Hospital, L.P. (62-1762360);
   College Station Medical Center, LLC (62-1762359); College Station Merger,
   LLC (62-1771861); Coronado Hospital, LLC (62-1762361); Coronado Medical, LLC
   (62-1769696); Crestwood Healthcare, L.P. (62-1647983); Crestwood Hospital &
   Nursing Home, Inc., an Alabama corporation (63-0478864); Crestwood Hospital
   Holdings, Inc., an Alabama corporation (62-1113742); CSDS, LLC (75-2828352);
   CSMC, LLC (62-1762362); Dallas PHY Service, LLC (62-1769544); Dallas
   Physician Practice, L.P. (62-1771848); Day Surgery, Inc., a Kansas
   corporation (48-0813816); Detar Hospital, LLC (62-1754943); DFW Physerv, LLC
   (62-1771842); Doctors Medical Center, LLC (62-1762365); Doctors of Laredo,
   LLC (62-1762366); Douglas Medical Center, LLC (62-1762367); E.D. Clinics,
   LLC (62-1762068); El Dorado Medical Center, LLC (62-1754930); Eye Institute
   of Southern Arizona, LLC (62-1772259); Frankfort Health Partner, Inc., an
   Indiana corporation (35-2009540); Gadsden Regional Primary Care, Inc., an
   Alabama corporation (63-1141940); GCMC, LLC (62-1762372); GH Texas, LLC
   (62-1766932); GHC Hospital, LLC (62-1757667); GRB Real Estate, LLC
   (75-2887762); Greenbrier VMC, LLC (75-2821745); Gulf Coast Hospital, L.P.
   (62-1762373); Gulf Coast Medical Center, LLC (62-1762374); Hattiesburg
   Ambulatory Surgery Center, LLC (62-1830299); HDP DeQueen, LLC (62-1767903);
   HDP Woodland Heights, L.P. (62-1767909); HDP Woodland Property, LLC
   (62-1767906); HDPWH, LLC (62-1767914); Healdsburg of California, LLC
   (62-1762381); Hobbs Medco, LLC (62-1769641); Hobbs Physician Practice, LLC
   (62-1762073); Hospital of Beaumont, LLC (62-1762384); IOM Health System,
   L.P., an Indiana corporation (35-1963748); IRHC, LLC (62-1762415);
   Kensingcare, LLC (62-1769731); Lake Area Physician Services, LLC
   (75-2864057); Laredo Hospital, L.P. (62-1762417); Las Cruces Medical Center,
   LLC (75-2905434); Lea Regional Hospital, LLC (62-1760149); Longview Medical
   Center, L.P. (62-1762420); Longview Merger, LLC (62-1769639); LRH, LLC
   (62-1762421); LS Psychiatric, LLC (75-2828353); MCI Panhandle Surgical, L.P.
   (62-1766335); Medical Center at Terrell, LLC (62-1760814); Medical Center of
   Brownwood, LLC (62-1762425); Medical Holdings, Inc., a Kansas corporation
   (62-1755733); Medical Management, Inc., a Kansas corporation (48-0922165);
   Medical Park Hospital, LLC (62-1762426); Medical Park MSO, LLC (62-1762078);
   Memorial Hospital, LLC (62-1757915); Mid-Plains, LLC (62-1769743); Mission
   Bay Memorial Hospital, LLC (62-1757657); Missouri HealthServ, LLC
   (62-1769689); Navarro Hospital, L.P. (62-1762428); Navarro Regional, LLC
   (62-1762429); NC-CSH, Inc., a California corporation (95-4443580); NC-DSH,
   Inc., a Nevada corporation (88-0305790); NC-SCHI, Inc., a Georgia
   corporation (58-2068562); Northwest Hospital, LLC (62-1762430); Northwest
   Rancho Vistoso Imaging Services, LLC (75-2894366); NRH, LLC (62-1762431);
   OPRMC, LLC (62-1762432); Oregon Healthcorp, LLC (62-1769632); Pacific East
   Division Office, L.P. (62-1772258); Pacific Group ASC Division, Inc., an
   Arizona corporation (62-1763604); Pacific Physicians Service, LLC
   (62-1763392); Pacific West Division Office, LLC (75-2828365); Palm Drive
   Hospital, L.P. (62-1762433); Palm Drive Medical Center, LLC (62-1762434);
   Pampa Hospital, L.P. (62-1762437); Pampa Medical Center, LLC (62-1762440);
   PDMC, LLC (62-1762448); Pecos Valley of New Mexico, LLC (62-1766959);
   Phoenix Amdeco, LLC (62-1766958); Phoenix Surgical, LLC (62-1769652);
   Physicians and Surgeons Hospital of Alice, L.P. (62-1762451); Phys-Med, LLC
   (62-1769748); Piney Woods Healthcare System, L.P. (62-1762559); Primary
   Medical, LLC (62-1769733); Procure Solutions, LLC (62-1816477); Psychiatric
   Services of Paradise Valley, LLC (58-2387537); QHG Georgia Holdings, Inc., a
   Georgia corporation (58-2386459); QHG Georgia, LP, a Georgia limited
   partnership (58-2387459); QHG of Alabama, Inc., an Alabama corporation
   (62-1491803); QHG of Barberton, Inc., an Ohio corporation (31-1472381); QHG
   of Baton Rouge, Inc., a Louisiana corporation (62-1748573); QHG of Bluffton,
   Inc., an Indiana corporation (62-1792274); QHG of Clinton County, Inc., an
   Indiana corporation (35-2006952); QHG of Enterprise, Inc., an Alabama
   corporation (63-1159023); QHG of Forrest County, Inc., a Mississippi
   corporation (62-1704095); QHG of Fort Wayne, Inc., an Indiana corporation
   (35-1946949); QHG of Gadsden, Inc., an Alabama corporation (63-1102774); QHG
   of Hattiesburg, Inc., a Mississippi corporation (62-1704097); QHG of
   Indiana, Inc., an Indiana corporation (35-1946948); QHG of Jacksonville,
   Inc., an Alabama corporation (62-1637909); QHG of Lake City, Inc., a South
   Carolina corporation (57-1022325); QHG of Massillon, Inc., an Ohio
   corporation (31-1472380); QHG of Ohio, Inc., an Ohio corporation
   (62-1482681); QHG of South Carolina, Inc., a South Carolina corporation
   (62-1587267); QHG of Spartanburg, Inc., a South Carolina corporation
   (57-1040117); QHG of Springdale, Inc., an Arkansas corporation (62-1755664);
   QHG of Texas, Inc., a Texas corporation (62-1472331); QHG of Warsaw, Inc.,
   an Indiana corporation (62-1764509); QHR International, LLC (62-1799409);
   Quorum Elf, Inc. (52-2064049); Quorum Health Group of Vicksburg, Inc., a
   Tennessee corporation (62-1437734); Quorum Health Resources, LLC
   (62-1742954); Quorum Health Services, Inc. (51-0370595); Quorum, Inc.
   (51-0327978); Regional Hospital of Longview, LLC (62-1762464); Rehab
   Hospital of Fort Wayne General Partnership (25-1684676); SACMC, LLC
   (62-1762472); San Angelo Community Medical Center, LLC (62-1762473); San
   Angelo Hospital, L.P. (62-1762476); San Angelo Medical, LLC (62-1769697);
   San Diego Hospital, L.P. (62-1757914); San Leandro Hospital, L.P.
   (62-1762479); San Leandro Medical Center, LLC (62-1762481); San Leandro, LLC
   (62-1761996); SDH, LLC (62-1762482); Sebastopol, LLC (62-1761995); Silsbee
   Texas, LLC (62-1769667); SLH, LLC (62-1762489); Software Sales Corp., a
   Tennessee corporation (62-1648746); South Alabama Managed Care Contracting,
   Inc., an Alabama corporation (62-1652849); South Alabama Medical Management
   Services, Inc., an Alabama corporation (62-1655072); South Alabama Physician
   Services, Inc., an Alabama corporation (62-1652851); South Arkansas Clinic,
   LLC (62-1766959); SouthCrest, L.L.C., an Oklahoma limited liability company
   (62-1723864); Southern Texas Medical Center, LLC (62-1769737); Sprocket
   Medical Management, Inc., a Texas corporation (62-1748895); St. Joseph
   Health System LLC (51-0382045); St. Joseph Medical Group, Inc., an Indiana
   corporation (35-2082181); Surgical Center of Amarillo, LLC (62-1762539);
   Surgicare of Independence, Inc., a Missouri corporation (62-1615259);
   Surgicare of San Leandro, Inc., a California corporation (62-1272726);
   Surgicare of Southeast Texas I, LLC (75-2855264); Surgicare of Victoria,
   Inc., a Texas corporation (74-2283161); Surgicare of Victoria, Ltd., a Texas
   limited partnership (76-0098497); Surgicare Outpatient Center of Lake
   Charles, Inc., a Louisiana corporation (72-0958812); Surgicenter of Johnson
   County, Inc., a Kansas corporation (95-3978676); Surgicenters of America,
   Inc., an Arizona corporation (86-0254331); Terrell Hospital, L.P.
   (62-1754939); Terrell Medical Center, LLC (62-1754941); The Intensive
   Resource Group, LLC (62-1744954); The Vicksburg Clinic LLC (62-1758264);
   Triad Corporate Services, Limited Partnership (62-1779580); Triad CSGP, LLC
   (62-1779579); Triad CSLP, LLC (62-1779578); Triad El Dorado, Inc., an
   Arkansas corporation (62-1628508); Triad Healthcare System of Phoenix,
   Limited Partnership (62-1647982); Triad Holdings II, LLC (62-1778735); Triad
   Holdings III, Inc. (75-2821745); Triad of Arizona (L.P.), Inc., an Arizona
   corporation (61-1081190); Triad of Phoenix, Inc., an Arizona corporation
   (62-1647980); Triad RC, Inc. (62-1761941); Triad Texas, LLC (62-1766930);
   Triad-Arizona I, Inc., an Arizona corporation (62-1687283); Triad-Denton
   Hospital GP, LLC (75-2887764); Triad-Denton Hospital, L.P. (75-2887765);
   Triad-Medical Center at Terrell Subsidiary, LLC, a Texas limited liability
   company (62-1681607); Triad-Navarro Regional Hospital Subsidiary, LLC, a
   Texas limited liability company (62-1681610); Triad-South Tulsa Hospital
   Company, Inc., an Oklahoma corporation (62-1678883); TROSCO, LLC
   (62-1778109); Trufor Pharmacy, LLC (62-1769732); VFARC, LLC (75-2828355);
   VHC Holdings, LLC (75-2828356); VHC Medical, LLC (62-1769671); Victoria
   Hospital, LLC (62-1760818); Victoria of Texas, L.P. (62-1754940); VMF
   Medical, LLC (75-2828362); VRMC Limited Partnership, a Texas limited
   partnership (74-2590301); Wagoner Community Hospital, LLC (62-1757666);
   WAMC, LLC (62-1762544); Warsaw Health System LLC (62-1764613); Wesley Health
   System LLC (52-2050792); Wesley HealthTrust, Inc., a Mississippi corporation
   (64-0873336); West Anaheim Medical Center, LLC (62-1762547); West Anaheim,
   LLC (62-1761999); West Virginia MS, LLC (75-2887763); Wharton Medco, LLC
   (62-1769651); WHMC, LLC (62-1762551); Willamette Valley Clinics, LLC
   (62-1766695); Willamette Valley Medical Center, LLC (62-1762552); WM
   Medical, LLC (75-2828363); Women & Children's Hospital, LLC (62-1762556);
   and Woodland Heights Medical Center, LLC (62-1762558).



The information in this preliminary prospectus is not complete and may be
changed. We may not exchange these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
preliminary prospectus is not an offer to exchange these securities and it is
not soliciting an offer to exchange these securities in any state where the
offer or exchange is not permitted.


                   SUBJECT TO COMPLETION DATED JULY 16, 2001

PRELIMINARY PROSPECTUS

                             Triad Hospitals, Inc.

LOGO

Offer to Exchange
8 3/4% Series B Senior Notes due 2009
which have been registered under the Securities Act
for any and all outstanding
8 3/4% Senior Notes due 2009
$600,000,000 aggregate principal amount outstanding

                     Material Terms of the Exchange Offer


                                     
 .  Expires 5:00 p.m., New York City     .  The exchange of notes should not be
   time, on [   ], 2001, unless            a taxable exchange for U.S. federal
   extended.                               income tax purposes.

 .  We will exchange your validly        .  We will not receive any proceeds
   tendered old notes for an equal         from the exchange offer.
   principal amount of registered
   exchange notes with substantially
   identical terms.

 .  Not subject to any condition other   .  The terms of the exchange notes to
   than that the exchange offer not        be issued are substantially
   violate applicable law or any           identical to the outstanding old
   applicable interpretation of the        notes, except for certain transfer
   Staff of the Securities and Exchange    restrictions and registration rights
   Commission and certain other            relating to the outstanding old
   customary conditions.                   notes.

 .  You may withdraw your tender of      .  You may tender outstanding old notes
   outstanding old notes at any time       only in denominations of $1,000 and
   prior to the expiration of the          multiples of $1,000.
   exchange offer.

                                        .  Affiliates of our company may not
                                           participate in the exchange offer.


Please refer to "Risk Factors" beginning on page 16 of this document for
                        certain important information.

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes to be issued in the
exchange offer or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.

                               -----------------

                          Prospectus dated     , 2001



                          FORWARD LOOKING STATEMENTS

   This prospectus contains disclosures which are "forward-looking statements."
Forward-looking statements include all statements that do not relate solely to
historical or current facts, and can be identified by the use of words such as
"may," "believe," "with," "expect," "project," "estimate," "anticipate," "plan"
or "continue." These forward-looking statements address, among other things,
strategic objectives and the anticipated effects of the recent merger of Quorum
Health Group, Inc. ("Quorum") with and into our company. These forward-looking
statements are based on our current plans and expectations and are subject to a
number of uncertainties and risks that could significantly affect our current
plans and expectations and our future financial condition and results. These
factors include, but are not limited to:

  .  the highly competitive nature of the health care business;

  .  the efforts of insurers and other payers, health care providers and others
     to contain health care costs;

  .  possible changes in the Medicare and Medicaid programs that may limit
     reimbursements to health care providers and insurers;

  .  changes in Federal, state or local regulation affecting health care
     reform;

  .  the possible enactment of Federal or state health care reform;

  .  the ability to attract and retain qualified management and personnel,
     including physicians;

  .  the ability to integrate effectively our information systems, operations
     systems and personnel formerly operated and employed by Quorum in a timely
     and efficient manner;

  .  the departure of key executive officers;

  .  claims and legal actions relating to professional liabilities and other
     matters;

  .  fluctuations in the market value of our common stock;

  .  changes in accounting principles;

  .  changes in general economic conditions;

  .  future divestitures which may result in additional charges;

  .  the ability to enter into managed care provider and other payer
     arrangements on acceptable terms;

  .  the availability and forms of capital to fund the expansion of our
     business;

  .  changes in business strategy or development plans;

  .  timeliness of reimbursement payments received under governmental programs;
     and

  .  potential adverse impact of known and unknown governmental investigations.

   As a consequence, current plans, anticipated actions and the future
financial conditions and results may differ from those expressed in any
forward-looking statements made by or on behalf of our company. You are
cautioned not to rely unduly on such forward-looking statements when evaluating
the information presented herein. We do not undertake any obligation to update
publicly or revise any forward-looking statements.

                                      2



                              PROSPECTUS SUMMARY

   This summary highlights selected information appearing elsewhere in this
prospectus and may not contain all of the information that is important to you.
This prospectus includes the specific terms of the notes we are offering, as
well as information regarding our business, and detailed financial data. In
this prospectus, the terms "we," "us," "our," "our company" and "Triad" refer
to Triad Hospitals, Inc., and its subsidiaries except where it is clear from
the context that such term means only Triad Hospitals, Inc. We encourage you to
read this prospectus in its entirety.

                              The Exchange Offer

   On April 27, 2001, we issued $600,000,000 aggregate principal amount of
8 3/4% Senior Notes due 2009 in a private offering. These notes were sold to
certain initial purchasers named in this prospectus. The notes are guaranteed
by certain of our subsidiaries.

   We and the Guarantors entered into a registration rights agreement with the
initial purchasers in the private offering in which we agreed, among other
things, to deliver to you this prospectus and to complete the exchange offer on
or prior to December 3, 2001. You are entitled to exchange in the exchange
offer your old notes for registered notes with substantially identical terms.
If the exchange offer is not completed on or prior to December 3, 2001,
additional interest will accrue on the notes at a rate of 0.25% over the stated
interest rate on the notes for the first 90 days immediately following such
date, and will increase by an additional 0.25% at the beginning of each
subsequent 90-day period up to a maximum of 1.00% in the aggregate, until the
exchange offer is completed. You should read the discussion under the headings
"Summary of Terms of the Exchange Notes" and "Description of the Notes" for
further information regarding the registered notes.

   We believe that the registered notes issued in the exchange offer may be
resold by you without compliance with the registration and prospectus delivery
requirements of the Securities Act, subject to certain conditions. Following
the exchange offer, any old notes held by you that are not exchanged in the
exchange offer will continue to be subject to the existing restrictions on
transfer on such notes and, except in certain circumstances, we will have no
further obligation to you to provide for registration under the Securities Act
of transfers of outstanding old notes held by you. You should read the
discussions under the headings "Summary of the Exchange Offer" and "The
Exchange Offer" for further information regarding the exchange offer and the
resale of registered notes.

                                      3



                         Summary of The Exchange Offer

Securities Offered         $600,000,000 aggregate principal amount of 8 3/4%
                           Series B Senior Notes due 2009 which we have
                           registered under the Securities Act.

Issuer                     Triad Hospitals, Inc.

The Exchange Offer         We previously issued $600 million aggregate
                           principal amount of 8 3/4% Senior Notes due 2009 in a
                           private offering. These securities were not
                           registered under the Securities Act. At the time we
                           issued these notes, we entered into a registration
                           rights agreement in which we agreed to offer to
                           exchange your old notes for new notes which have
                           been registered under the Securities Act. This
                           exchange offer is intended to satisfy that
                           obligation. We are offering to exchange $1,000
                           principal amount of registered notes ("exchange
                           notes") for each $1,000 principal amount of your old
                           notes. After the exchange offer is completed, you
                           will no longer be entitled to any exchange or
                           registration rights with respect to your old notes.
                           Under certain circumstances, certain holders of
                           outstanding old notes may require us to file a shelf
                           registration statement under the Securities Act.

                           As of this date, there is $600.0 million aggregate
                           principal amount of old notes outstanding.

Required Representation    In order to participate in this exchange offer, you
                           will be required to make certain representations to
                           us in a letter of transmittal, including that:

                          .  any exchange notes will be acquired by you in the
                             ordinary course of your business;

                          .  you have no arrangement with any person to
                             distribute the exchange notes; and

                          .  you are not an "affiliate" of our company.

Resale                     We believe that the exchange notes issued in the
                           exchange offer may be freely traded by you without
                           compliance with the registration and prospectus
                           delivery provisions of the Securities Act provided
                           that:

                          .  the exchange notes issued in the exchange offer
                             are being acquired in the ordinary course of your
                             business;

                          .  you are not participating, do not intend to
                             participate and have no arrangement or
                             understanding with any person to participate in
                             the distribution of the notes issued to you in the
                             exchange offer; and

                          .  you are not an "affiliate" of our company or any
                             of the Guarantors.

                           If our belief is inaccurate and you transfer any
                           exchange note issued to you in the exchange offer
                           without delivering a prospectus meeting the
                           requirements of the Securities Act or without an
                           exemption from registration of your exchange notes
                           from such requirements, you may incur liability
                           under the Securities Act. We do not assume, or
                           indemnify you against, such liability.

                                      4



                           Each broker-dealer that is issued exchange notes in
                           the exchange offer for its own account in exchange
                           for old notes which were acquired by such
                           broker-dealer as a result of market-making or other
                           trading activities, must acknowledge that it will
                           deliver a prospectus meeting the requirements of the
                           Securities Act in connection with any resale of the
                           exchange notes issued in the exchange offer. We have
                           agreed in the registration rights agreement that a
                           broker-dealer may use this prospectus for an offer
                           to resell, resale or other retransfer of the
                           exchange notes issued to it in the exchange offer.

Expiration Date            The exchange offer will expire at 5:00 p.m., New
                           York City time, on [   ], 2001, unless extended, in
                           which case the term "expiration date" shall mean the
                           latest date and time to which we extend the exchange
                           offer.

Conditions to the
Exchange Offer             The exchange offer is subject to certain customary
                           conditions, which may be waived by us. The exchange
                           offer is not conditioned upon any minimum principal
                           amount of old notes being tendered.

Procedures for Tendering
Your Old Notes             If you wish to tender your old notes for exchange
                           pursuant to the exchange offer, you must transmit to
                           Citibank, N.A., as exchange agent, on or before the
                           expiration date either:

                          .  a properly completed and duly executed letter of
                             transmittal, which accompanies this prospectus, or
                             a manually signed facsimile of the letter of
                             transmittal, together with your old notes and any
                             other required documentation, at the address set
                             forth in this prospectus under the heading "The
                             Exchange Offer--Exchange Agent," and on the front
                             cover of the letter of transmittal; or

                          .  a computer generated message transmitted by means
                             of The Depository Trust Company's Automated Tender
                             Offer Program system and received by the exchange
                             agent and forming a part of a confirmation of book
                             entry transfer in which you acknowledge and agree
                             to be bound by the terms of the letter of
                             transmittal.

                           If either of these procedures cannot be satisfied on
                           a timely basis, then you should comply with the
                           guaranteed delivery procedures described below.

                           By executing the letter of transmittal, each holder
                           of notes will make certain representations to us
                           described under "The Exchange Offer--Procedures for
                           Tendering."

Special Procedures for
Beneficial Owners          If you are a beneficial owner whose old notes are
                           registered in the name of a broker, dealer,
                           commercial bank, trust company or other nominee and
                           you wish to tender your old notes in the exchange
                           offer, you should contact such registered holder
                           promptly and instruct such registered holder to
                           tender on your behalf. If you wish to tender on your
                           own behalf, you must, prior to completing and
                           executing the letter of transmittal and delivering
                           your old notes, either make appropriate arrangements
                           to register ownership of the old notes in your name
                           or obtain a properly completed bond power from the
                           registered holder.

                                      5



                           The transfer of registered ownership may take
                           considerable time and may not be able to be
                           completed prior to the expiration date.

Guaranteed Delivery
Procedures                 If you wish to tender your old notes and time will
                           not permit the documents required by the letter of
                           transmittal to reach the exchange agent prior to the
                           expiration date, or the procedure for book-entry
                           transfer cannot be completed on a timely basis, you
                           must tender your old notes according to the
                           guaranteed delivery procedures described under "The
                           Exchange Offer--Guaranteed Delivery Procedures."

Acceptance of Old Notes
and Delivery of Exchange
Notes                      Subject to the conditions described under "The
                           Exchange Offer--Conditions to the Exchange Offer,"
                           we will accept for exchange any and all old notes
                           which are validly tendered in the exchange offer,
                           and not withdrawn, prior to 5:00 p.m., New York City
                           time, on the expiration date.

Withdrawal Rights          You may withdraw the tender of your old notes at any
                           time prior to 5:00 p.m., New York City time, on the
                           expiration date, subject to compliance with the
                           procedures for withdrawal described in this
                           prospectus under the heading "The Exchange
                           Offer--Withdrawal of Tenders."

U.S. Federal Income Tax
Considerations             For a discussion of the material federal income tax
                           considerations relating to the exchange of old notes
                           for the exchange notes, see "Material U.S. Federal
                           Income Tax Considerations."

Exchange Agent             Citibank, N.A., the trustee under the indenture
                           governing the notes, is serving as the exchange
                           agent. The address, telephone number and facsimile
                           number of the exchange agent are set forth in this
                           prospectus under the heading "The Exchange
                           Offer--Exchange Agent."

Consequences of Failure
to Exchange Old Notes      If you do not exchange your old notes for exchange
                           notes pursuant to the exchange offer, you will
                           continue to be subject to the restrictions on
                           transfer provided in the old notes and in the
                           indenture governing the old notes. In general, the
                           old notes may not be offered or sold, unless they
                           are registered under the Securities Act, except
                           pursuant to an exemption from, or in a transaction
                           not subject to, the Securities Act and applicable
                           state securities laws. We do not currently intend to
                           register the old notes under the Securities Act.

                                      6



                    Summary of Terms of the Exchange Notes

   This exchange offer relates to the exchange of up to $600,000,000 aggregate
principal amount of exchange notes for up to an equal principal amount of
outstanding old notes. The form and terms of the exchange notes are the same as
the form and terms of the outstanding old notes, except that the exchange notes
will be registered under the Securities Act and, therefore, will not be subject
to transfer restrictions or registration rights, and the provisions of the
registration rights agreement relating to an increase in the stated interest
rate on the outstanding old notes under certain circumstances will be
eliminated. The exchange notes issued in the exchange offer will evidence the
same debt as the outstanding old notes, which they replace, and both the
outstanding old notes and the exchange notes are governed by the same
indenture.

Securities Offered         $600,000,000 aggregate principal amount of 8 3/4%
                           Series B Senior Notes due 2009.

Maturity Date              May 1, 2009.

Interest Payment Dates     Interest on the exchange notes will accrue from the
                           last interest payment date on which interest was
                           paid on the old notes surrendered in exchange
                           therefor or, if no interest has been paid on the old
                           notes, from the issue date of the old notes.
                           Interest on the exchange notes will be payable
                           semi-annually on May 1 and November 1, commencing on
                           November 1, 2001.

Guarantees                 Certain of our subsidiaries have fully and
                           unconditionally guaranteed the exchange notes on a
                           senior basis. Future subsidiaries also may be
                           required to guarantee the exchange notes on a senior
                           basis. See "Description of the Notes--Note
                           Guarantees."

Ranking                    The exchange notes:

                           . are unsecured senior obligations of our company;

                           . are senior in right of payment to all our
                             subordinated indebtedness;

                           . rank equally in right of payment with all existing
                             and future indebtedness that is not by its terms
                             subordinated to the exchange notes; and

                           . effectively rank junior to our current and future
                             secured indebtedness to the extent of the value of
                             the assets securing such indebtedness and
                             effectively rank junior to all existing and future
                             indebtedness and other liabilities of our
                             subsidiaries that are not Guarantors.

Optional Redemption        We may redeem the exchange notes, in whole or in
                           part, at any time on or after May 1, 2005, at our
                           option at the redemption prices set forth herein
                           under the heading "Description of the
                           Notes--Redemption--Optional Redemption," plus
                           accrued and unpaid interest to the redemption date.

Optional Redemption Upon
Certain Equity Offerings   On or before May 1, 2004, we may redeem up to 35% of
                           the exchange notes with the net proceeds of certain
                           equity offerings at 108.75% of the principal amount
                           thereof, plus accrued interest, if at least 65% of
                           the

                                      7



                           aggregate principal amount of the originally issued
                           exchange notes remain outstanding. See "Description
                           of the Notes--Redemption--Optional Redemption."

Certain Restrictions       The indenture governing the exchange notes contains
                           certain covenants that, among other things, limit
                           our ability and the ability of certain of our
                           subsidiaries to:

                           . incur additional indebtedness;

                           . sell assets;

                           . enter into certain transactions with affiliates;

                           . make certain restricted payments such as
                             investments and dividends on or purchases of our
                             capital stock; or

                           . merge or consolidate with or transfer all or
                             substantially all of our assets to another entity.

Change in Control          Upon a change in control of our company, we will be
                           required to offer to repurchase your exchange notes
                           at a price equal to 101% of their principal amount,
                           plus accrued and unpaid interest to the date of
                           repurchase. Our ability to repurchase the exchange
                           notes upon a change in control will be limited by
                           the terms of our debt agreements. In addition, we
                           cannot assure you that we will have the financial
                           resources to repurchase the exchange notes. See
                           "Description of the Notes--Certain
                           Covenants--Purchase of Notes upon a Change in
                           Control."

Form of Exchange Notes     The exchange notes issued in the exchange offer will
                           be represented by one or more permanent global
                           certificates, in fully registered form, deposited
                           with a custodian for, and registered in the name of
                           a nominee of, The Depository Trust Company, as
                           depositary. You will not receive exchange notes in
                           certificated form unless one of the events set forth
                           under "Book Entry; Delivery and Form" occurs.
                           Instead, beneficial interests in the exchange notes
                           will be shown on, and transfers of these exchange
                           notes will be effected through, records maintained
                           in book-entry form by The Depository Trust Company
                           and its participants.

Use of Proceeds            We will not receive any net proceeds from the
                           exchange offer.

                                      8



                               About Our Company

Who We Are

   We are the third-largest publicly owned hospital company in the United
States and provide health care services through hospitals and ambulatory
surgery centers located in small cities and selected urban markets primarily in
the southern, midwestern and western United States. Our hospital facilities
include 49 general, acute care hospitals and 14 ambulatory surgery centers
located in the states of Alabama, Arizona, Arkansas, California, Indiana,
Kansas, Louisiana, Mississippi, Missouri, New Mexico, Ohio, Oklahoma, Oregon,
South Carolina, Texas and West Virginia. One hospital included among these
facilities is operated through a 50/50 joint venture that is not consolidated
for financial reporting purposes. We are also a minority investor in three
joint ventures that own seven general, acute care hospitals in Georgia and
Nevada. On April 27, 2001, we completed the merger of Quorum Health Group, Inc.
with and into our company. On a pro forma basis after giving effect to the
Quorum merger our revenue and EBITDA would have been $3.0 billion and $488.6
million, respectively, for the year ended December 31, 2000 and $846.9 million
and $136.6 million, respectively, for the three months ended March 31, 2001.

What We Do

   Our general, acute care hospitals typically provide a full range of services
commonly available in hospitals, such as internal medicine, general surgery,
cardiology, oncology, neurosurgery, orthopedics and obstetrics, diagnostic and
emergency services. These hospitals also generally provide outpatient and
ancillary health care services such as outpatient surgery, laboratory,
radiology, respiratory therapy, cardiology and physical therapy. Outpatient
services also are provided by ambulatory surgery centers operated by us. In
addition, certain of our general, acute care hospitals have a limited number of
licensed psychiatric beds and provide psychiatric skilled nursing services.

   In addition to providing capital resources, we make available a variety of
management services to our health care facilities. These services include
ethics and compliance programs, national supply and equipment purchasing and
leasing contracts, accounting, financial and clinical systems, governmental
reimbursement assistance, information systems, legal support, personnel
management and internal audit, access to regional managed care networks and
resource management.

Our Business Strategy

   Our primary objectives are to provide quality health care services and to
enhance our financial performance by increasing utilization of our facilities
and improving operating efficiencies, using the following strategies:

  .  Develop and Maintain Strong Physician Relations. We believe recruiting and
     retaining motivated physicians is vitally important to our long term
     success. We believe a model for effective health care service delivery can
     be developed cooperatively with physicians and hospitals which will result
     in improved quality of care. In each of our markets, we have established,
     or are establishing, a Physician Leadership Group to work with corporate
     and hospital management to establish local priorities, and a national
     Physician Leadership Group, comprised of representatives of local
     Physician Leadership Groups and members of our management, to address
     corporate objectives.

  .  Maximize Community Involvement. We believe that our hospitals and surgery
     centers effectively ''belong'' to the communities they serve and we strive
     to have each community embrace its hospital or surgery center as a local
     asset. Our local Boards of Trustees include more community leaders and are
     given responsibility for strategic planning, assessment of capital needs
     and overall supervision of the care provided to the community.

                                      9



  .  Increase Volume by Adding Services and Physicians. We believe that many of
     our markets are large enough to support additional specialty services,
     such as women's centers, orthopedic facilities, oncology centers and
     neurology care, and we intend to selectively increase these specialty
     services in order to reduce the number of patients that seek health care
     services outside the communities we serve. We also intend to enhance the
     access to and the convenience of our outpatient service capabilities by
     improving our free-standing ambulatory surgery centers, restructuring our
     hospital facilities and surgery capacities to better accommodate
     outpatient treatment and improving our emergency room facilities. We plan
     to continue actively to recruit additional primary care physicians. We
     believe that primary care physicians are frequently the first contact
     point for a patient and that building strong physician relationships will
     enhance patient care and assist in fulfilling the needs of the growing
     population in our markets.

  .  Improve Operating Margins. We have initiated several measures to improve
     the financial performance of our facilities through greater control of
     operating expenses, particularly salaries, wages and benefits at the
     facility level. We also have instituted a financial training program for
     our hospital managers. Additionally, we expect to increase profitability
     through merger-related cost savings and operating efficiencies resulting
     from the elimination of redundant services and functions.

  .  Grow Through Same-Facility Expansion, New Facility Development and
     Selective Acquisitions. We intend to identify expansion opportunities in
     areas where we perceive that demand is not being adequately met due either
     to rapid population growth or insufficient existing health care services.
     We plan to construct new hospitals and selectively add clinical facilities
     or medical office buildings. We may also seek to make additional
     acquisitions in select markets, particularly when independent hospitals
     believe that they can benefit from becoming part of a larger hospital
     company. In evaluating expansion opportunities, we place a high priority
     on having a strong, competitive market position, either on our own or in
     conjunction with a compatible partner.

Our Formation

   On May 11, 1999, our company was spun-off from HCA-The Healthcare Company.
As a result of the spin-off, through the distribution of all our outstanding
shares of common stock to the stockholders of HCA, we became an independent,
publicly traded company that owns and operates the health care service business
which had previously comprised the Pacific Group of HCA. HCA no longer owns any
shares of our common stock.

Principal Executive Offices

   Our principal executive offices are located at 13455 Noel Road, 20th Floor,
Dallas, Texas 75240, and our phone number is (972) 789-2700. Our corporate
website address is http://www.triadhospitals.com. Information contained on our
website is not part of this prospectus.

                                      10



            Summary Historical and Pro Forma Financial Information

   The following financial information is derived as of and for each of the
years ended December 31, 1997, 1998, 1999 and 2000 and for the year ended
December 31, 1996 from our audited consolidated financial statements and as of
December 31, 1996 from our unaudited consolidated balance sheet. The financial
information for the three months ended March 31, 2000 and 2001 is unaudited,
but in the opinion of management, reflects all adjustments necessary for a fair
presentation of such information. Such adjustments are of a recurring nature.
The Quorum information is derived as of and for each of the years ended June
30, 1996, 1997, 1998, 1999 and 2000 from the audited consolidated financial
statements of Quorum. The financial information for the nine months ended March
31, 2000 and 2001 is derived from Quorum's unaudited consolidated financial
statements, but in the opinion of management, reflect all adjustments necessary
for a fair presentation of such information. Such adjustments are of a
recurring nature. The information is only a summary and should be read in
conjunction with our and Quorum's historical financial statements and related
notes included elsewhere in this prospectus and/or filed with the Commission.
See "Available Information."

   We have presented below unaudited pro forma combined summary financial data
to provide you with a better picture of what our and Quorum's businesses might
have looked like had they always been combined, i.e., giving effect to, among
other things, the merger of Quorum into our company and the related financing
and other transactions as if they had occurred on January 1 of each period for
purposes of the operating statement data and as of March 31, 2001 for purposes
of the balance sheet data.

   As a result of various factors, you should not rely on the unaudited pro
forma combined summary financial data as being indicative of the historical
results that would have occurred. Operating results for the three months ended
March 31, 2001 are not necessarily an indication of the results that may be
achieved by our company in the fiscal year ending December 31, 2001. The
information included in this section should be read in conjunction with the
selected historical financial data of our company and of Quorum included
elsewhere in this prospectus, the historical consolidated financial statements
and related notes contained in the annual reports and other information that
our company files and Quorum has filed with the Commission, and the Unaudited
Pro Forma Condensed Financial Statements and related notes included elsewhere
in this prospectus. See ''Available Information'' for information on where you
can obtain copies of information that our company files and Quorum filed with
the Commission.

                                      11



Our Historical Financial Information



                                                                                                    As of and for the
                                                                                                      Three Months
                                                     As of and for the Year Ended December 31,       Ended March 31,
                                                 ------------------------------------------------- -------------------
                                                   1996      1997      1998      1999      2000      2000      2001
                                                 --------- --------- --------- --------- --------- --------- ---------
                                                         (in millions, except per share and statistical data)
                                                                                        
Summary of Operations:
Revenues........................................ $1,600.5  $1,609.3  $1,588.7  $1,329.1  $1,235.5  $  311.6  $  365.8
Income (loss) from continuing operations........     68.3     (19.0)    (85.5)    (95.6)      4.4       8.0       7.8
Net income (loss) (a)...........................     74.7     (19.8)    (87.1)    (95.6)      4.4       8.0       7.8

Financial Position:
Assets.......................................... $1,426.3  $1,410.5  $1,371.3  $1,341.1  $1,400.5  $1,317.6  $1,456.8
Long-term debt, including amounts due within one
 year...........................................     17.1      15.4      14.3     555.4     590.7     550.0     620.5
Intercompany balances payable to HCA-The
 Healthcare Company.............................    521.7     525.0     613.7        --        --        --        --
Working capital.................................    156.5     150.3     184.9     187.6     191.9     232.7     201.1
Capital expenditures............................     94.4     120.1     114.9     132.7      94.4      15.2      23.0

Operating Data:
EBITDA (b)...................................... $  294.5  $  187.8  $  149.0  $  124.5  $  174.0  $   50.6  $   58.5
Number of hospitals at end of period (c)........       39        39        39        30        29        29        29
Number of licensed beds at end of period (d)....    5,872     5,859     5,902     3,722     3,533     3,610     3,698
Weighted average licensed beds (e)..............    5,882     5,860     5,905     4,745     3,633     3,610     3,698
Number of available beds at end of period (f)...    5,052     5,230     5,199     3,280     3,146     3,177     3,291
Admissions (g)..................................  171,265   172,926   170,159   145,889   128,645    33,716    37,582
Adjusted admissions (h).........................  266,660   275,125   276,771   241,547   220,590    56,339    61,528
Average length of stay (days) (i)...............      5.0       4.9       4.9       4.5       4.4       4.5       4.4

Selected Ratios:
Ratio of earnings to fixed charges (j)..........      3.0x       --        --        --       1.3x      1.9x      1.8x


Our Pro Forma Financial Information



                                                                        As of and for the
                                                      As of and for the   Three Months
                                                         Year Ended           Ended
                                                        December 31,        March 31,
                                                            2000              2001
                                                      ----------------- -----------------
                                                                  
Summary of Operations:
Revenues.............................................     $3,046.8          $  846.9
Income (loss) from continuing operations.............        (38.8)              9.4
Net income (loss) (a)................................        (38.8)              9.4

Financial Position:
Assets...............................................     $     --          $4,227.0
Long-term debt, including amounts due within one year           --           1,957.9
Working capital......................................           --             495.2
Capital expenditures.................................        209.3              65.8

Operating Data:
EBITDA (b)...........................................     $  488.6          $  136.6
Number of hospitals at end of period (c).............           50                49
Number of licensed beds at end of period (d).........        8,051             8,138
Weighted average licensed beds (e)...................        8,157             8,189
Number of available beds at end of period (f)........        6,947             7,050
Admissions (g).......................................      273,111            76,451
Adjusted admissions (h)..............................      470,478           127,335
Average length of stay (days) (i)....................          4.9               4.9

Selected Ratios:
Ratio of earnings to fixed charges (j)...............           --               1.4x


                                      12



--------
(a)Includes charges related to impairment of long-lived assets of $13.7 million
   ($8.2 million after tax benefit), $55.1 million ($32.9 million after tax
   benefit), $69.2 million ($55.8 million after tax benefit) and $8.0 million
   ($4.7 million after tax benefit) for the years ended December 31, 1997,
   1998, 1999 and 2000, respectively, and $0.9 million (0.4 million after tax
   benefit) for the three months ended March 31, 2000.
(b)EBITDA is defined as income from continuing operations before depreciation
   and amortization, interest expense, ESOP expense, management fees, gain on
   sales of assets, impairment of long-lived assets, minority interests in
   earnings of consolidated entities and income taxes. EBITDA is commonly used
   as an analytical indicator within the health care industry and also serves
   as a measure of leverage capacity and debt service ability. EBITDA should
   not be considered as a measure of financial performance under generally
   accepted accounting principles, and the items excluded from EBITDA are
   significant components in understanding and assessing financial performance.
   EBITDA should not be considered in isolation or as an alternative to net
   income, cash flows generated by operating, investing or financing activities
   or other financial statement data presented in the consolidated financial
   statements as an indicator of financial performance or liquidity. Pro forma
   EBITDA is defined as income from continuing operations before depreciation
   and amortization, interest expense, ESOP expense, government settlements,
   investigation, litigation, strategic alternatives and merger related costs,
   non-cash stock compensation, management fees, gain on sales of assets,
   impairment of long-lived assets, minority interests in earnings of
   consolidated entities and income taxes. Because EBITDA is not a measurement
   determined in accordance with generally accepted accounting principles and
   is thus susceptible to varying calculations, EBITDA as presented may not be
   comparable to other similarly titled measures of other companies.
(c)This table does not include any operating statistics for facilities leased
   to others and joint ventures. The pro forma number for December 31, 2000
   includes one hospital closed and one hospital to be sold subsequent to
   December 31, 2000. The pro forma number for March 31, 2001 includes one
   hospital sold subsequent to March 31, 2001 and does not include one hospital
   opened subsequent to March 31, 2001.
(d)Licensed beds are those beds for which a facility has been licensed by the
   appropriate state agency, regardless of whether the beds are actually
   available for patient use.
(e)Represents the average number of licensed beds, weighted based on periods
   owned.
(f)Available beds are those beds that are readily available for patient use.
(g)Represents the total number of patients admitted (in the facility for a
   period in excess of 23 hours) to our hospitals and is used by management and
   certain investors as a general measure of inpatient volume.
(h)Adjusted admissions are used by management and certain investors as a
   general measure of combined inpatient and outpatient volume. Adjusted
   admissions are computed by multiplying admissions (inpatient volume) by the
   sum of gross inpatient revenue and gross outpatient revenue and then
   dividing the resulting amount by gross inpatient revenue. The adjusted
   admissions computation ''adjusts'' outpatient revenue to the volume measure
   (admissions) used to measure inpatient volume resulting in a general measure
   of combined inpatient and outpatient volume.
(i)Represents the average number of days admitted patients stay in our
   hospitals. Average length of stay has declined due to the continuing
   pressures from managed care and other payers to restrict admissions and
   reduce the number of days that are covered by the payers for certain
   procedures, and by technological and pharmaceutical improvements.
(j)Our earnings were insufficient to cover fixed charges for the years ended
   December 31, 1997, 1998 and 1999 by $15.1 million, $115.6 million and $112.4
   million, respectively, and for the pro forma year ended December 31, 2000 by
   $30.2 million.

                                      13



Quorum Summary Historical Financial Information



                                                                                                    As of and for the
                                                                 As of and for the                  Nine Months Ended
                                                                Year Ended June 30,                     March 31,
                                                 ------------------------------------------------- -------------------
                                                   1996      1997      1998      1999      2000      2000      2001
                                                 --------- --------- --------- --------- --------- --------- ---------
                                                         (in millions, except per share and statistical data)
                                                                                        
Summary of Operations:
Revenues........................................ $1,098.5  $1,413.9  $1,572.4  $1,652.6  $1,762.8  $1,319.8  $1,393.6
Income (loss) before extraordinary item (a).....     69.2      84.1      86.7      38.9      55.5      40.6     (29.5)
Net income (loss)...............................     69.2      75.9      86.7      38.9      55.5      40.6     (29.5)

Financial Position:
Assets.......................................... $1,020.6  $1,279.0  $1,491.0  $1,831.9  $1,856.4  $1,857.2  $1,933.5
Long-term debt, including amounts due within one
 year...........................................    433.3     521.8     618.7     873.1     851.9     879.0     836.3
Working capital.................................    160.4     180.5     191.0     235.2     253.9     258.1     196.0
Capital expenditures............................     62.1      83.0     131.8     124.0     100.8      79.1     114.3

Operating Data:
EBITDA (b)...................................... $  208.3  $  260.9  $  299.6  $  259.1  $  288.2  $  215.1  $  213.8
Number of hospitals at end of period............       14        19        17        21        21        21        20
Number of licensed beds at end of period (c)....    3,281     4,205     3,966     4,551     4,519     4,519     4,440
Weighted average licensed beds (d)..............    3,248     3,905     4,176     4,573     4,565     4,581     4,513
Number of available beds at end of period (e)...    2,691     3,481     3,240     3,932     3,850     3,870     3,759
Admissions (f)..................................   94,872   119,551   128,235   136,058   143,268   108,134   110,275
Adjusted admissions (g).........................  143,656   187,782   214,418   231,532   245,936   184,314   190,000
Average length of stay (days) (h)...............      5.8       5.6       5.6       5.6       5.5       5.6       5.4

Selected Ratios:
Ratio of earnings to fixed charges (i)..........      3.8x      3.6x      3.8x      2.0x      2.2x      2.1x       --

--------
(a)Excluding government settlements, investigation and litigation related
   costs, strategic alternatives and merger related costs, non-cash stock
   compensation, income before extraordinary item was $69.2 million, $84.1
   million, $101.5 million, $64.1 million and $60.7 million for the fiscal
   years ended June 30, 1996, 1997, 1998, 1999 and 2000, respectively, and
   $44.5 million and $48.6 million for the nine months ended March 31, 2000 and
   2001, respectively.
(b)EBITDA is defined as earnings before depreciation and amortization, interest
   expense, synthetic lease expense, minority interests, income taxes,
   government settlements, investigation and litigation related costs,
   strategic alternatives and merger related costs and non-cash stock
   compensation expense. EBITDA is commonly used as an analytical indicator
   within the health care industry and also serves as a measure of leverage
   capacity and debt service ability. EBITDA should not be considered as a
   measure of financial performance under generally accepted accounting
   principles, and the items excluded from EBITDA are significant components in
   understanding and assessing financial performance. EBITDA should not be
   considered in isolation or as an alternative to net income, cash flows
   generated by operating, investing or financing activities or other financial
   statement data presented in the consolidated financial statements as an
   indicator of financial performance or liquidity. Because EBITDA is not a
   measurement determined in accordance with generally accepted accounting
   principles and is thus susceptible to varying calculations, EBITDA as
   presented may not be comparable to other similarly titled measures of other
   companies.
(c)Licensed beds are those beds for which a facility has been licensed by the
   appropriate state agency, regardless of whether the beds are actually
   available for patient use.
(d)Represents the average number of licensed beds, weighted based on periods
   owned.
(e)Available beds are those beds that are readily available for patient use.
(f)Represents the total number of patients admitted (in the facility for a
   period in excess of 23 hours) to Quorum's hospitals and is used by
   management and certain investors as a general measure of inpatient volume.

                                      14



(g) Adjusted admissions are used by management and certain investors as a
    general measure of combined inpatient and outpatient volume. Adjusted
    admissions are computed by multiplying admissions (inpatient volume) by the
    sum of gross inpatient revenue and gross outpatient revenue and then
    dividing the resulting amount by gross inpatient revenue. The adjusted
    admissions computation ''adjusts'' outpatient revenue to the volume measure
    (admissions) used to measure inpatient volume resulting in a general
    measure of combined inpatient and outpatient volume.
(h) Represents the average number of days admitted patients stay in Quorum's
    hospitals. Average length of stay has declined due to the continuing
    pressures from managed care and other payers to restrict admissions and
    reduce the number of days that are covered by the payers for certain
    procedures, and by technological and pharmaceutical improvements.
(i) Earnings were insufficient to cover fixed charges for the nine months ended
    March 31, 2001 by $45.8 million, due to government settlements.

                                      15



                                 RISK FACTORS

   In evaluating an investment in the notes, you should carefully consider the
following factors in addition to all other information contained in this
prospectus.

                         Risks Relating to Our Company

Our increased leverage could have a significant effect on our operations.

   To finance the merger of Quorum with and into our company, we borrowed
approximately $1.6 billion to pay the cash portion of the merger consideration
and to refinance approximately $1.0 billion of certain existing debt (as of
March 31, 2001) of our company and Quorum. This debt creates increased demands
upon our available cash to pay principal and interest. We also may draw upon
revolving lines of credit in an aggregate principal amount of up to $250.0
million, and, as of May 31, 2001, we had drawn thereunder a balance of $63
million. We also have the ability to incur additional debt, subject to the
conditions imposed by the terms of our credit facility and the indentures
governing the old notes and our senior subordinated notes. Although we believe
that our future operating cash flow, together with available financing
arrangements, will be sufficient to fund our operating requirements, our
leverage and debt service obligations could have important consequences to you,
including the following:

  .  The terms of our existing debt obligations (including the terms of the
     debt obligations we incurred in connection with the Quorum merger) contain
     numerous financial and other restrictive covenants which, among other
     things, restrict our ability to pay dividends, incur additional debt and
     sell assets. If we do not comply with these obligations, it may cause an
     event of default, which, if not cured or waived, could require us to repay
     the indebtedness immediately.

  .  We may be more vulnerable in the event of downturns in our businesses, in
     our industries, in the economy generally or if the government implements
     further limitations on reimbursement under Medicare and Medicaid.

  .  We may have difficulty obtaining additional financing at favorable
     interest rates to meet our requirements for working capital, capital
     expenditures, acquisitions, general corporate purposes or other purposes.

  .  We may be required to dedicate a substantial portion of our cash flow to
     the payment of principal and interest on our indebtedness, which could
     reduce the amount of funds available for operations.

  .  Any borrowings we may make at variable interest rates leave us vulnerable
     to increases in interest rates generally.

We have a limited operating history as an independent company, have experienced
losses in the past and may experience additional losses in the future.

   We had net income of $7.8 million for the three months ended March 31, 2001
and $4.4 million in 2000, and net losses of $95.6 million in 1999 and $87.1
million in 1998. We may experience net losses in the future. On a pro forma
basis after giving effect to the Quorum merger and the related financing
transactions, we experienced net income of $9.4 million for the three months
ended March 31, 2001, and a net loss of $38.8 million in 2000. Until May 1999,
when our company was spun-off from HCA-The Healthcare Company, we operated as
the Pacific Group division of HCA and, therefore, we do not have a long
operating history as an independent, publicly owned company. In addition,
because we have a limited independent operating history, we may not be able to
accurately predict our working capital and other cash needs. If we fail to
maintain adequate working capital and experience a resultant lack of liquidity,
we may default on our required payment obligations, including payment
obligations to you under the notes.

   Prior to the spin-off from HCA, we relied on HCA for various financial,
administrative and managerial expertise relevant to the conduct of our
business. We maintain our own lines of credit and banking relationships, employ
our own senior executives and perform our own administrative functions.
However, HCA continues to

                                      16



provide various support services to us on a contractual basis. Our business
depends significantly on effective information systems to process clinical and
financial information. We still rely on HCA for our information systems. Under
a contract with an initial term that expires in May 2006, HCA provides
financial, clinical, patient accounting and network information services to us.
If our access to these systems is limited or we fail to develop independent
systems in the future, our operations could suffer. Moreover, as new
information systems are developed, we must integrate them into our existing
system. Our inability to successfully integrate new information systems could
cause our operations to suffer.

Our future success depends on our ability to maintain good relationships with
the physicians at our hospitals.

   Because physicians generally direct the majority of hospital admissions, our
success has been, in part, dependent upon the number and quality of physicians
on our hospitals' medical staff, the admissions practices of the physicians at
our hospitals and our ability to maintain good relations with our physicians.
Physicians are generally not employees of the hospitals at which they practice
and, in many of the markets that we serve, most physicians have admitting
privileges at other hospitals in addition to our hospitals. If we are unable to
successfully maintain good relationships with physicians, our hospitals'
admissions may decrease and our operating performance may decline.

We depend heavily on our senior and local management personnel, and the loss of
the services of one or more of our key senior management personnel or key local
management personnel could weaken our management team and our ability to
deliver health care services efficiently.

   We are dependent upon the services and management experience of James D.
Shelton and other of our executive officers. If Mr. Shelton or any of our other
executive officers were to resign their positions or otherwise be unable to
serve, our management could be weakened and our operating results could be
adversely affected. In addition, our success depends on our ability to attract
and retain local managers at our hospitals and related facilities, on the
ability of our officers and key employees to manage growth successfully and on
our ability to attract and retain skilled employees. If we are unable to
attract and retain local management, our operating performance could decline.

Our success depends on our ability to attract and retain qualified health care
professionals, and a shortage of qualified health care professionals in certain
markets could weaken our ability to deliver health care services efficiently.

   In addition to the physicians and management personnel whom we employ, our
operations are dependent on the efforts, ability and experience of our other
health care professionals, such as nurses, pharmacists and lab technicians.
Nurses, pharmacists, lab technicians and other health care professionals are
generally employees of our company. Our future success will be influenced by
our ability to attract and retain these skilled employees. A shortage of health
care professionals in certain markets, the loss of some or all of our key
employees, or the inability to attract and retain sufficient numbers of
qualified health care professionals could cause our operating performance to
decline.

A significant portion of our revenues is dependent on Medicare and Medicaid
payments, and possible reductions in Medicare or Medicaid payments or the
implementation of other measures to reduce reimbursements may reduce our
revenues.

   A significant portion of our revenues is derived from the Medicare and
Medicaid programs, which are highly regulated and subject to frequent and
substantial changes. We derived approximately 36.0% of our revenues from the
Medicare and Medicaid programs for 2000. Recent legislative changes, including
those enacted as part of the Balanced Budget Act of 1997, have resulted in
limitations on, and reduced levels of payment and reimbursement for, a
substantial portion of hospital procedures and costs.

                                      17



   The Balanced Budget Act of 1997 included significant reductions in spending
levels for the Medicare and Medicaid programs by:

  .  adopting rate reductions for inpatient and outpatient hospital services;

  .  establishing a prospective payment system, or PPS, for hospital outpatient
     services, skilled nursing facilities and home health agencies under
     Medicare; and

  .  repealing the Federal payment standard (the so-called ''Boren Amendment'')
     for hospitals and nursing facilities under Medicaid.

   Certain rate reductions resulting from the Balanced Budget Act of 1997 are
being mitigated by the Balanced Budget Refinement Act of 1999 and the Benefits
Improvement Protection Act of 2000. Nonetheless, the Balanced Budget Act of
1997 significantly changed the method and amounts of payment under the Medicare
and Medicaid programs. A number of states have adopted or are considering
legislation designed to reduce their Medicaid expenditures and to provide
universal coverage and additional care, including enrolling Medicaid recipients
in managed care programs and imposing additional taxes on hospitals to help
finance or expand the states' Medicaid systems. We believe that hospital
operating margins have been, and may continue to be, under significant pressure
because of deterioration in pricing flexibility and payer mix, and growth in
operating expenses in excess of the increase in prospective payments under the
Medicare program.

   Future health care legislation or other changes in the administration or
interpretation of governmental health care programs may have a material adverse
effect on our business, financial condition, results of operations or
prospects.

If we are unable to contain costs, revenue and profitability may be constrained
by future cost containment initiatives undertaken by purchasers of health care
services.

   The competitive position of our hospitals is also affected by the increasing
number of initiatives undertaken during the past several years by major
purchasers of health care, including Federal and state governments, insurance
companies and employers, to revise payment methodologies and monitor health
care expenditures in order to contain health care costs. As a result of these
initiatives, managed care organizations offering prepaid and discounted medical
services packages represent an increasing portion of our admissions, resulting
in reduced hospital revenue growth nationwide. In addition, private payers
increasingly are attempting to control health care costs through direct
contracting with hospitals to provide services on a discounted basis, increased
utilization review and greater enrollment in managed care programs such as
health maintenance organizations and preferred provider organizations, referred
to as HMOs and PPOs, respectively. If we are unable to contain costs through
increased operational efficiencies and the trend toward declining
reimbursements and payments continues, our results of operations and cash flow
will be adversely affected.

Our revenues are heavily concentrated in Texas, Alabama and Indiana, which
makes us particularly sensitive to economic and other changes in these states.

   On a pro forma basis after giving effect to the Quorum merger, our:

  .  Texas hospitals generated approximately 21.4% of revenues and 16.9% of
     EBITDA for the year ended December 31, 2000 and approximately 21.8% of
     revenues and 20.3% of EBITDA for the three months ended March 31, 2001;

  .  Alabama hospitals generated approximately 11.9% of revenues and 15.3% of
     EBITDA for the year ended December 31, 2000 and approximately 11.1% of
     revenues and 14.9% of EBITDA for the three months ended March 31, 2001;
     and

  .  Indiana hospitals generated approximately 13.3% of revenues and 19.2% of
     EBITDA for the year ended December 31, 2000 and approximately 12.9% of
     revenues and 19.5% of EBITDA for the three months ended March 31, 2001.

   Accordingly, any change in the current demographic, economic, competitive or
regulatory conditions in Texas, Alabama or Indiana could have a material
adverse effect on our business, financial condition, results of operations or
prospects.

                                      18



We face intense competition from other hospitals and health care providers
which may result in a decline in our revenues, profitability and market share.

   The health care business is highly competitive and competition among
hospitals and other health care providers for patients has intensified in
recent years. Approximately 75% of our hospitals operate in geographic areas
where they compete with at least one other hospital that provides services
comparable to those offered by our hospitals. Some of these competing
facilities offer services, including extensive medical research and medical
education programs, which are not offered by our facilities. Some of the
hospitals that compete with ours are owned or operated by tax-supported
governmental bodies or by private not-for-profit entities supported by
endowments and charitable contributions which can finance capital expenditures
on a tax-exempt basis and are exempt from sales, property and income taxes. In
some of these markets, we also face competition from other providers such as
outpatient surgery and diagnostic centers.

   Approximately 25% of our hospitals operate in geographic areas where they
are currently the sole provider of general, acute care hospital services in
their communities. While these hospitals face less direct competition in their
immediate service areas than would be expected in larger communities, they do
face competition from other hospitals, including larger tertiary care centers.
Although these competing hospitals may be as far as 30 to 50 miles away,
patients in these markets may increasingly migrate to these competing
facilities as a result of local physician referrals, managed care plan
incentives or personal choice.

   Our health care consulting business competes in a fragmented industry for
the small percentage of hospitals managed by hospital management companies.
Competitors include large, national firms such as the national accounting
firms, specialized health care firms, and numerous independent practitioners.
Furthermore, some hospitals choose to obtain management services from the many
large, tertiary care facilities that create referral networks with smaller
surrounding hospitals. As a result, hospitals have various alternatives to the
management services currently offered by us.

   The intense competition we face from other health care providers and other
firms may result in a decline in our revenues, profitability and market share.

We may have difficulty in implementing our business strategy of growth through
acquisitions and we may have difficulty effectively integrating future
acquisitions into our ongoing operations. We also may have difficulty acquiring
hospitals from non-profit entities due to increased regulatory scrutiny.

   One element of our business strategy is expansion through the selective
acquisition of acute care hospitals in selected markets. The competition to
acquire hospitals in the markets that we target is significant, and we may not
be able to make suitable acquisitions on terms favorable to us if other health
care companies, including those with greater financial resources than ours, are
competing for the same target businesses. In order to consummate future
acquisitions, we may be required to incur or assume additional indebtedness. We
may not be able to obtain financing, if necessary, for any acquisitions that we
might make or we may be required to borrow at higher rates and on less
favorable terms. Additionally, we may not be able to effectively integrate the
facilities that we acquire with our ongoing operations. In addition, in order
to ensure the tax-free treatment of the distribution of our stock in connection
with our spin-off from HCA, our ability to issue stock as consideration for
acquisitions is limited.

   Acquired businesses may have unknown or contingent liabilities, including
liabilities for failure to comply with health care laws and regulations.
Although we have policies to conform the practices of acquired facilities to
our standards, and generally will seek indemnification from prospective sellers
covering these matters, we may become liable for past activities of acquired
businesses.

   Many states have enacted or are considering enacting laws affecting sales,
leases or other transactions in which control of not-for-profit hospitals is
acquired by for-profit entities. These laws, in general, include provisions
relating to state attorney general approval, advance notification and community
involvement. In

                                      19



addition, state attorneys general in states without specific legislation
governing these transactions may exercise authority based upon charitable trust
and other existing law. The increased legal and regulatory review of these
transactions involving the change of control of not-for-profit entities may
increase the costs required, or limit our ability, to acquire not-for-profit
hospitals.

We conduct business in a heavily regulated industry; changes in or violations
of regulations may result in increased costs or sanctions that could reduce our
revenue and profitability.

   The health care industry is subject to extensive Federal, state and local
laws and regulations relating to:

  .  licensure;

  .  conduct of operations;

  .  ownership of facilities;

  .  addition of facilities and services;

  .  confidentiality, maintenance and security issues associated with medical
     records;

  .  billing for services; and

  .  prices for services.

   These laws and regulations are extremely complex. In many instances, the
industry does not have the benefit of significant regulatory or judicial
interpretation of these laws and regulations, in particular, Medicare and
Medicaid antifraud and abuse amendments, codified under section 1128B(b) of the
Social Security Act and known as the ''Anti-Kickback Statute.'' This law
prohibits providers and others from soliciting, receiving, offering or paying,
directly or indirectly, any remuneration with the intent to generate referrals
of orders for services or items reimbursable under Medicare, Medicaid and other
Federal health care programs.

   As authorized by Congress, the United States Department of Health and Human
Services, or HHS, has issued regulations which describe some of the conduct and
business relationships immune from prosecution under the Anti-Kickback Statute.
The fact that a given business arrangement does not fall within one of these
''safe harbor'' provisions does not render the arrangement illegal. However,
business arrangements of health care service providers that fail to satisfy the
applicable safe harbor criteria risk increased scrutiny by enforcement
authorities.

   We have a variety of financial relationships with physicians who refer
patients to our hospitals. We have contracts with physicians providing services
under a variety of financial arrangements such as employment contracts, leases
and professional service agreements. We also provide financial incentives,
including loans and minimum revenue guarantees, to recruit physicians into the
communities served by our hospitals. Several of the freestanding surgery
centers affiliated with us have physician investors. In several of our
locations, physicians have acquired ownership interests in hospitals and other
health care providers in which we own a majority interest. Some of our
arrangements with our physicians do not expressly meet the requirements for
safe harbor protection. We cannot assure you that regulatory authorities that
enforce the Anti-Kickback Statute will not determine that any of these
arrangements violate the Anti-Kickback Statute or other Federal or state laws.
A determination that we have violated the Anti-Kickback laws or other Federal
laws could subject us to liability under the Social Security Act, including:

  .  criminal penalties;

  .  civil sanctions, including civil money penalties; and

  .  exclusion from participation in government programs such as Medicare and
     Medicaid or other Federal health care programs.

                                      20



   The Health Insurance Portability and Accountability Act of 1996 broadens the
scope of the fraud and abuse laws to include all health care services, whether
or not they are reimbursed under a Federal program, and creates new enforcement
mechanisms to combat fraud and abuse, including an incentive program under
which individuals can receive up to $1,000 for providing information on
Medicare fraud and abuse that leads to the recovery of at least $100 of
Medicare funds.

   In addition, the portion of the Social Security Act commonly known as the
''Stark Law,'' prohibits physicians from referring Medicare and Medicaid
patients to providers of designated health services if the physician or a
member of his or her immediate family has an ownership interest in or
compensation arrangements with that provider. There are exceptions to the Stark
Law for physicians maintaining an ownership interest in an entire hospital or
surgery center, employment agreements, leases, physician recruitment and
certain other physician arrangements. On January 4, 2001, the Centers for
Medicare and Medicaid Services ("CMS"), formerly known as the Health Care
Financing Administration, issued final regulations subject to comment intended
to clarify parts of the Stark Law and some of the exceptions to it. These
regulations are considered Phase I of a two-phase process, with the remaining
regulations to be published at an unknown future date. Phase I of the
regulations becomes effective January 4, 2002, or in the case of some of the
provisions relating to home health agencies, became effective on April 6, 2001.
We cannot predict the final form that these regulations will take or the effect
that the final regulations will have on us. Therefore, our physician
arrangements may ultimately be found not to be in compliance with the Stark
Law.

   Another set of laws that may impact our operations concern the
Administrative Simplification Provisions of the Health Insurance Portability
and Accountability Act of 1996, which require the use of uniform electronic
data transmission standards for health care claims and payment transactions
submitted or received electronically. On August 7, 2000, CMS published final
regulations establishing electronic data transmission standards that all health
care providers must use when submitting or receiving certain health care
transactions electronically. Compliance with these regulations is required by
October 2002. We cannot predict what impact that these final regulations, when
effective, will have on us.

   The Health Insurance Portability and Accountability Act of 1996 also
requires CMS to adopt standards to protect the security and privacy of
health-related information. Regulations were proposed on August 12, 1998, but
have not yet been finalized. As proposed, the regulations would require health
care providers to implement organizational and technical practices to protect
the security of electronically maintained or transmitted health-related
information. In addition, CMS released final regulations containing privacy
standards in December 2000 which require compliance by April 2003. The privacy
regulations will extensively regulate the use and disclosure of individually
identifiable health-related information. The security regulations, as proposed,
and the privacy regulations, if they become effective, could impose significant
costs on our facilities in order to comply with these standards. Violations of
the Administration Simplification Provisions could result in civil penalties of
up to $25,000 per type of violation in each calendar year and criminal
penalties of up to $250,000 per violation.

   In addition, our facilities will continue to remain subject to any state
laws that are more restrictive than the regulations issued under the Health
Insurance Portability and Accountability Act of 1996, which vary by state and
could impose additional penalties.

   Many of the states in which we operate have adopted or are considering
similar anti-kickback and physician self-referral legislation, some of which
extends beyond the scope of the Federal law to prohibit the payment or receipt
of remuneration for the referral of patients and physician self-referrals,
regardless of the source of the payment for the care. Little precedent exists
for the interpretation or enforcement of these laws. Both Federal and state
government agencies have announced heightened and coordinated civil and
criminal enforcement efforts. In addition, the Office of the Inspector General
of HHS and the Department of Justice regularly identify suspected areas of
abuse for enforcement focus.

                                      21



   Government officials responsible for enforcing health care laws could assert
that we, or any of the transactions in which we are involved, are in violation
of these laws. It is also possible that the courts could ultimately interpret
these laws in a manner that is different from our interpretations. A
determination that we have violated these laws, or the public announcement that
we are being investigated for possible violations of these laws, could have a
material adverse effect on our business, financial condition, results of
operations or prospects and our business reputation could suffer significantly.

   Some states require prior approval for the purchase of major medical
equipment or the purchase, construction, expansion, sale or closure of health
care facilities, based upon a determination of need for additional or expanded
health care facilities or services. The governmental determinations, embodied
in Certificates of Need, known as CONs, may be required for capital
expenditures exceeding a prescribed amount, changes in bed capacity or services
and certain other matters. Five states in which we currently own hospitals,
Alabama, Mississippi, Ohio, South Carolina and West Virginia, have CON laws
affecting acute care hospital services. We cannot predict whether we will be
able to obtain required CONs in the future. Any failure to obtain any required
CONs may impair our ability to operate profitably.

   The laws, rules and regulations described above are complex and subject to
interpretation. In the event of a determination that we are in violation of any
of these laws, rules or regulations, or if further changes in the regulatory
framework occur, our results of operations could be significantly harmed.

We may be subject to liabilities because of litigation and investigations
involving HCA, us and Quorum that could have a material adverse effect on our
operations.

HCA Litigation and Investigations

   HCA is currently the subject of several Federal investigations into certain
of its business practices, as well as governmental investigations by various
states. HCA is cooperating with these investigations and understands, through
written notice and other means, that it is a target in these investigations.
Given the breadth of the ongoing investigations, HCA expects additional
subpoenas and other investigative and prosecutorial activity to occur in these
and other jurisdictions in the future. HCA is the subject of a formal order of
investigation by the Commission. HCA understands that the Commission's
investigation includes the anti-fraud, insider trading, periodic reporting and
internal accounting control provisions of the Federal securities laws.

   HCA is a defendant in several qui tam actions, or actions brought by private
parties, known as relators, on behalf of the United States of America, which
have been unsealed and served on HCA. The actions allege, in general, that HCA
and certain subsidiaries and/or affiliated partnerships violated the False
Claims Act, 31 U.S.C. (S) 3729 et seq., by submitting improper claims to the
government for reimbursement. The lawsuits seek three times the amount of
damages caused to the United States by the submission of any Medicare or
Medicaid false claims presented by the defendants to the Federal government,
civil penalties of not less than $5,000 nor more than $10,000 for each such
Medicare or Medicaid claim, attorneys' fees and costs. HCA has disclosed that,
on March 15, 2001, the Department of Justice filed a status report setting
forth the government's decisions regarding intervention in existing qui tam
actions against HCA and filed formal complaints in those suits in which the
government has intervened. Of the original 30 qui tam actions, the Department
of Justice remains active in and has elected to intervene in 8 actions. HCA has
also disclosed that it is aware of additional qui tam actions that remain under
seal and believes that there may be other sealed qui tam cases of which it is
unaware.

   The investigations, actions and claims affecting HCA relate to HCA and its
subsidiaries, including subsidiaries that, prior to our spin-off from HCA,
owned facilities now owned by us. On May 5, 2000, we were advised that one of
the qui tam cases which had recently been unsealed listed three of our
hospitals as defendants. This qui tam action alleges various violations arising
out of the relationship between Curative Health Services and the other
defendants, including allegations of false claims relating to contracts with
Curative Health Services for the management of certain wound care centers and
excessive and unreasonable management fees paid to

                                      22



Curative Health Services and submitted for reimbursement. Two of our three
hospitals named as defendants terminated their relationship with Curative
Health Services prior to our spin-off from HCA and the third hospital continues
to maintain an ongoing relationship with Curative Health Services.

   In July 1999, Olsten Corporation and its subsidiary, Kimberly Home Health
(neither of which is affiliated with HCA), announced that they would pay $61
million to settle allegations that both companies defrauded the Medicare
program. Kimberly pled guilty to three separate felony charges (conspiracy,
mail fraud and violating the Medicare Anti-Kickback Statute) filed by the U.S.
Attorneys in the Middle and Southern Districts of Florida and the Northern
District of Georgia. While HCA was not specifically named in these guilty
pleas, the guilty pleas refer to the involvement of a ''Company A'' or a
''company not named as a defendant.'' HCA has disclosed that it believes these
references refer to HCA or its subsidiaries.

   HCA is a defendant in a number of other suits, which allege, in general,
improper and fraudulent billing, overcharging, coding and physician referrals,
as well as other violations of law. Certain of the suits have been
conditionally certified as class actions. Since April 1997, numerous securities
class action and derivative lawsuits have been filed in the United States
District Court for the Middle District of Tennessee against HCA and a number of
its current and former directors, officers and/or employees. Several derivative
actions have been filed in state court by certain purported stockholders of HCA
against certain of its current and former officers and directors alleging
breach of fiduciary duty, and failure to take reasonable steps to ensure that
HCA did not engage in illegal practices thereby exposing it to significant
damages.

   On May 18, 2000, HCA announced that it had reached an understanding with
attorneys of the Civil Division of the Department of Justice to recommend an
agreement to settle, subject to certain conditions, the civil claims actions
against HCA relating to diagnosis related group coding, outpatient laboratory
billing and home health issues. The understanding with the Department of
Justice attorneys would require HCA to pay $745 million in compensation to the
government, with interest accruing at a fixed rate of 6.5% per annum (beginning
May 18, 2000), and would reduce HCA's existing letter of credit agreement with
the government from $1 billion to $250 million at the time of the payment of
the settlement. On December 14, 2000, HCA announced that it had entered into a
settlement agreement with the Civil Division of the Department of Justice and
that payment of the amounts required by the settlement agreement would be made
upon court approval of the settlement. HCA also entered into a corporate
integrity agreement with the Office of the Inspector General of HHS. HCA is in
continuing discussions with the government regarding civil issues relating to
cost reporting and physician relations.

   On December 14, 2000, HCA also announced that it had signed an agreement
with the Criminal Division of the Department of Justice to resolve pending
Federal criminal actions against HCA. HCA received a full release from criminal
liability for conduct arising from or relating to billing and reimbursement for
services provided pursuant to Federal health care benefit programs regarding:
Medicare cost reports; violations of the anti-kickback statute or prohibitions
against physician self-referrals, and any other conduct involving relations
with referral sources and those in a position to influence referral sources;
diagnosis related group billing; laboratory billing; the acquisition of home
health agencies; and the provision of services by home health agencies. In
addition, the government agreed not to prosecute HCA for other possible
criminal offenses which are or have been under investigation by the Department
of Justice arising from or relating to billing and reimbursement for services
provided pursuant to Federal health care benefit programs. As part of the
criminal agreement, HCA paid the government $95 million and entered certain
pleas in respect of the criminal actions. HCA also stated that representatives
of state attorneys general have agreed to recommend to state officials that HCA
be released from corresponding criminal liability in all states in which it
conducts business.

   The agreements announced on December 14, 2000 relate only to conduct that
was the subject of the Federal investigations resolved in the agreements and
HCA has stated publicly that it continues to discuss civil claims relating to
cost reporting and physician relations with the government. These agreements
with the government do not resolve various qui tam actions filed against HCA or
any pending state actions. In addition to other claims not

                                      23



covered by these agreements, the government also reserved its rights under
these agreements to pursue any claims it may have for:

  .  any civil, criminal or administrative liability under the Internal Revenue
     Code;

  .  any other criminal liability;

  .  any administrative liability, including mandatory exclusion from Federal
     health care programs;

  .  any liability to the United States (or its agencies) for any conduct other
     than the conduct covered in the government's investigation;

  .  any express or implied warranty claims or other claims for defective or
     deficient products or services, including quality of goods and services,
     provided by HCA;

  .  any claims for personal injury or property damage or for other similar
     consequential damages arising from the conduct subject to the
     investigation; and

  .  any civil or administrative claims of the United States against
     individuals.

   In addition, 14 of our current and former hospitals received notices in
early 2001 from CMS that it was re-opening for examination cost reports for
Medicare and Medicaid reimbursement filed by these hospitals for periods
between 1993 and 1998, which pre-dates our spin-off from HCA. Furthermore, two
of our hospitals formerly owned by Quorum have received such notices. HCA or
its predecessors owned these hospitals during the period covered by the
notices. HCA is obligated to indemnify us for liabilities arising out of cost
reports filed during these periods.

   We are unable to predict the effect or outcome of any of the ongoing
investigations or qui tam and other actions, or whether any additional
investigations or litigation will be commenced. In connection with our spin-off
from HCA on May 11, 1999, we entered into a distribution agreement with HCA.
The terms of the distribution agreement provide that HCA will indemnify us for
any losses (other than consequential damages) which we may incur as a result of
the proceedings described above. HCA has also agreed to indemnify us for any
losses (other than consequential damages) which we may incur as a result of
proceedings which may be commenced by government authorities or by private
parties in the future that arise from acts, practices or omissions engaged in
prior to the date of the spin-off and that relate to the proceedings described
above. HCA has also agreed that, in the event that any hospital owned by us at
the time of the spin-off is permanently excluded from participation in the
Medicare and Medicaid programs as result of the proceedings described above,
then HCA will make a cash payment to us, in an amount (if positive) equal to
five times the excluded hospital's 1998 income from continuing operations
before depreciation and amortization, interest expense, management fees,
impairment of long-lived assets, minority interests and income taxes, as set
forth on a schedule to the distribution agreement, less the net proceeds of the
sale or other disposition of the excluded hospital. We have agreed that, in
connection with the government investigations described above, we will
participate with HCA in negotiating one or more compliance agreements setting
forth each of HCA's and our agreements to comply with applicable laws and
regulations.

   HCA will not indemnify us under the spin-off distribution agreement for
losses relating to any acts, practices and omissions engaged in by us after the
spin-off date, whether or not we are indemnified for similar acts, practices
and omissions occurring prior to the spin-off date. HCA also will not indemnify
us under the spin-off distribution agreement for similar qui tam litigation,
governmental investigations and other actions to which Quorum was subject, some
of which are described below. If indemnified matters were asserted successfully
against us or any of our facilities, and HCA failed to meet its indemnification
obligations, then this event could have a material adverse effect on our
business, financial condition, results of operations or prospects.

   The extent to which we may or may not continue to be affected by the ongoing
investigations of HCA and the initiation of additional investigations, if any,
cannot be predicted. These matters could have a material adverse effect on our
business, financial condition, results of operations or prospects in future
periods.

                                      24



Quorum Litigation and Investigations

  Tampa Qui Tam Lawsuit

   Prior to the Quorum merger, Quorum and its subsidiary, Quorum Health
Resources, LLC, along with subsidiaries that owned hospitals from 1990 through
February 24, 1999, were named as defendants in a qui tam lawsuit in U.S.
District Court in Tampa, Florida. The United States government elected to
intervene in, or join, the lawsuit and on February 24, 1999, the government
filed its own complaint in the case. The new complaint alleged that Quorum, on
behalf of hospitals it managed between 1985 and 1995 and hospitals it owned
from 1990 to the date of the complaint, violated the False Claims Act by
knowingly submitting or causing to be submitted false Medicare cost reports,
resulting in the submission of false claims to Federal health care programs.
The government asserted that the false claims in the cost reports were
reflected, in part, in ''reserve analyses'' created by Quorum. The complaint
also alleged that these cost report filings were prepared as the result of
company policy. This qui tam action sought three times the amount of damages
caused to the United States by the submission of any alleged false claims to
the government, civil penalties of not less than $5,000 nor more than $10,000
for each false claim, and the relator's attorneys' fees and costs.

   On April 23, 2001, a settlement agreement was signed and a stipulation of
dismissal was filed with the court dismissing all claims against Quorum, Quorum
Health Resources, LLC and the other Quorum subsidiaries named in the lawsuit.
The settlement of $82.5 million to the government, plus interest accruing on
$77.5 million at 7.25% per annum from October 2, 2000 (the date on which an
understanding with the government to settle this lawsuit was reached) to the
payment date was paid on April 30, 2001. The settlement agreement also provides
for a release, on certain conditions, of all hospitals currently or formerly
managed by Quorum Health Resources, LLC electing to participate in the
settlement.

   In connection with the settlement, Quorum entered into a corporate integrity
agreement with the Office of the Inspector General containing, among other
things, an affirmative obligation to report certain violations of applicable
laws and regulations. This obligation could result in greater scrutiny by
regulatory authorities. Complying with the corporate integrity agreement may
impose expensive and burdensome requirements on our operations formerly
operated by Quorum which could have a material adverse impact on us. Failure to
comply with the terms of the corporate integrity agreement could subject our
hospitals formerly operated by Quorum to significant monetary penalties and/or
exclusion from Medicare, Medicaid and other governmental reimbursement
programs.

  Flowers Qui Tam Lawsuit

   On October 26, 2000, Quorum completed settlement of a qui tam lawsuit which
primarily involved allegedly improper allocation of costs at Flowers Hospital,
Dothan, Alabama, to its home health agency. Quorum paid to the government on
October 26, 2000 approximately $18 million in connection with this settlement.
In addition to the settlement agreement, Quorum entered into a five year
corporate integrity agreement covering Flowers Hospital with the Office of the
Inspector General, which was terminated upon the effective date of the
corporate integrity agreement entered into in connection with the Tampa qui tam
lawsuit discussed above. The government usually reserves the right to
investigate and pursue other allegations made by a relator under a complaint.
However, under the settlement agreement, the relator is prohibited from
pursuing these additional allegations.

  Other Qui Tam Lawsuits

   As a result of its ongoing discussions with the government prior to the
merger, Quorum learned that there are two additional unrelated qui tam
complaints against it alleging violations of the False Claims Act for claims
allegedly submitted to the government involving one owned and two managed
hospitals. Both matters remain under seal. With respect to the matter involving
two managed hospitals, the government requested that Quorum

                                      25



conduct a self audit with respect to one Medicare cost report for one managed
hospital and three other specific issues. The government could undertake
additional investigative efforts. The government has stated that it intends to
investigate certain other allegations. Quorum also is a defendant in certain
other qui tam complaints, in which the government has declined to intervene.

   Neither our merger agreement with Quorum nor the distribution agreement
entered into with HCA in connection with our spin-off will provide
indemnification to us in respect of the Quorum litigation and investigations
described above. Based on due diligence and discussions with various parties
including the Department of Justice, the estimate of the liability for Quorum's
qui tam lawsuits was increased by approximately $3.5 million prior to the
Quorum merger, in addition to the originally estimated settlement amount
accrued by Quorum. If we incur material liabilities as a result of other qui
tam litigation or governmental investigations, these matters could have a
material adverse effect on our business, financial condition, results of
operations or prospects.

   From time to time we may be the subject of additional investigations or a
party to additional litigation which alleges violations of law. We may not know
about those investigations, or about qui tam actions filed against us. If any
of those matters were successfully asserted against us, there could be a
material adverse effect on our business, financial position, results of
operations or prospects.

We may be unable to successfully or efficiently integrate our operations and
realize the full cost savings we anticipate to result from the Quorum merger.

   The merger involved the integration of two companies that have previously
operated independently. The difficulties of combining the companies' operations
include the necessity of coordinating geographically disparate organizations
with facilities in 17 states and integrating personnel. Our company and Quorum
also have a number of dissimilar information systems. Many of Quorum's systems
will have to be integrated with our systems or replaced.

   The process of integrating operations could cause an interruption of, or
loss of momentum in, the activities of one or more of our businesses and the
loss of key personnel. The diversion of management's attention and any delays
or difficulties encountered in connection with the integration of the two
companies' operations could have an adverse effect on our business, results of
operations, financial condition or prospects.

   We cannot give any assurance that the potential for cost savings and
efficiencies that could result from the merger will be realized within the time
periods initially contemplated or even if they will be realized at all.

We will incur significant expenses and restructuring charges in connection with
the Quorum merger.

   We expect to incur pre-tax charges to operations, currently estimated to be
approximately $5.0 million, to reflect costs associated with combining the
operations of Quorum with ours. In addition, we have incurred approximately
$80.0 million of capitalized costs, consisting of transaction fees related to
the merger. We also recorded a charge of approximately $31 million subsequent
to the merger associated with coordinating Quorum's accounting policies,
practices and estimation processes with ours. Additional unanticipated costs
may be incurred in the integration of Quorum's businesses with ours. We will
continue to evaluate the Quorum qui tam lawsuits and other items, including
receipt of fixed asset appraisals, associated with the merger and appropriately
reflect the amounts in accordance with applicable purchase accounting or other
accounting principles, which may result in additional charges. See "--We may
become subject to liabilities because of litigation and investigations
involving HCA, us and Quorum that could have a material adverse effect on our
operations--Quorum Litigation and Investigations." If the benefits of the
merger do not exceed the costs associated with the merger, including any
dilution to stockholders resulting from the issuance of shares in connection
with the merger, our financial results could be adversely affected.

                                      26



We could incur substantial liability if the Quorum merger or other factors
cause our spin-off from HCA to be taxable.

   On March 30, 1999, HCA received a private letter ruling from the IRS
concerning the United States federal income tax consequences of the spin-off of
our company and LifePoint Hospitals, Inc. by HCA and the restructuring
transactions that preceded the spin-off. The private letter ruling provided
that the spin-off generally was tax-free to HCA and HCA's stockholders, except
for any cash received instead of fractional shares. The IRS has issued
additional private letter rulings that supplement its March 30, 1999 ruling,
including supplemental rulings stating that the Quorum merger and certain other
transactions occurring subsequent to the spin-off do not adversely affect the
private letter rulings previously issued by the IRS. The March 30, 1999 ruling
and the supplemental rulings are based upon the accuracy of representations as
to numerous factual matters and as to certain intentions of HCA, our company
and LifePoint. The inaccuracy of any of those representations could cause the
IRS to revoke all or part of any of the rulings retroactively.

   If the spin-off were to fail to qualify for tax-free treatment, then, in
general, additional corporate tax, which would be substantial, would be payable
by the consolidated group of which HCA is the common parent. Each member of
HCA's consolidated group at the time of the spin-off, including our company,
would be jointly and severally liable for this tax liability. In addition, we
entered into a tax sharing and indemnification agreement with HCA and
LifePoint, which prohibits us from taking actions that could jeopardize the tax
treatment of either the spin-off or the restructuring transactions that
preceded the spin-off, and requires us to indemnify HCA and LifePoint for any
taxes or other losses that result from our actions, which amounts could be
substantial. If we are required to make any indemnity payments or otherwise are
liable for additional taxes relating to the spin-off, our results of operations
could be materially adversely affected.

                     Risks Relating to the Exchange Notes

Restrictions imposed by our credit agreement may lead to acceleration of
secured debt.

   Our credit agreement includes covenants that require us to meet certain
financial ratios and financial conditions that may require that we take action
to reduce debt or to act in a manner contrary to our business objectives. In
addition, our credit agreement restricts, among other things, our ability to
incur additional indebtedness and make acquisitions and capital expenditures
beyond a certain level. If we fail to comply with the restrictions contained in
our credit agreement, the lenders can declare the entire amount owed thereunder
immediately due and payable, and prohibit us from making payments of interest
and principal on the notes until the default is cured or all such debt is paid
or otherwise satisfied in full. If we were unable to repay such borrowings,
such lenders could proceed against the collateral securing our credit
agreement. If any secured debt is accelerated, our assets may not be sufficient
to repay in full such indebtedness and our other indebtedness, including the
notes, in which event the interests of the secured debt lenders may conflict
with the interests of the holders of the exchange notes.

We conduct most of our operations through, and depend on funds from, our
subsidiaries. Creditors of our subsidiaries will have priority as to our
subsidiaries' assets and creditors of our senior secured debt will have
priority as to the assets securing such debt.

   We are a holding company and hold most of our assets at, and conduct most of
our operations through, direct and indirect subsidiaries. As a holding company,
our results of operations depend on the results of operations of our
subsidiaries. Moreover, we are dependent on dividends or other intercompany
transfers of funds from our subsidiaries to meet our debt service and other
obligations, including payment of principal and interest on the exchange notes.
The ability of our subsidiaries to pay dividends or make other payments or
advances to us will depend on their operating results and will be subject to
applicable laws and restrictions contained in agreements governing the debt of
such subsidiaries.

                                      27



   The claims of creditors of our subsidiaries, including trade creditors, will
generally have priority as to the assets of such subsidiaries over the claims
of our creditors, including the noteholders. As of March 31, 2001, on a pro
forma basis after giving effect to the merger and the related financing, the
aggregate amount of debt and other obligations of our subsidiaries, including
trade payables, would have been approximately $2.1 billion, including the
guarantees of the exchange notes and the senior subordinated notes due 2009.

   In addition, creditors of our senior secured debt will have priority as to
the assets securing such debt over the claims of the noteholders. The exchange
notes are not secured and will not have the benefit of security arrangements
under our senior secured credit facility, including security added to the
credit facility in the future. As of March 31, 2001, on a pro forma basis after
giving effect to the merger and the related transactions, the aggregate amount
of our senior secured debt would have been approximately $1,040.8 million.

You may not receive a change in control payment.

   In the event of a change in control, we are required to make an offer for
cash to repurchase the exchange notes at 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereof to the repurchase date.
However, our credit agreement will prohibit the purchase of outstanding
exchange notes prior to repayment of the borrowings under the credit agreement
and any exercise by the holders of the exchange notes of their right to require
us to repurchase the exchange notes may cause an event of default under the
credit agreement. In the event a change of control occurs at a time when we are
prohibited from repurchasing the exchange notes, we could seek consent of the
lenders under the credit agreement to repurchase the exchange notes or could
attempt to refinance the borrowings thereunder. If we do not obtain such
consent or refinance such borrowings, we will remain prohibited from
repurchasing the exchange notes, which would constitute an event of default
under the indenture. In addition, we may not have the financial resources
necessary to repurchase the exchange notes upon a change in control. See
''Description of the Notes--Certain Covenants--Purchase of Notes Upon a Change
in Control'' for a more detailed description of the change in control
provision.

You may not be able to sell your exchange notes.

   There is no existing trading market for the exchange notes and no such
market may develop. The absence of such market adversely affects the liquidity
of an investment in such notes. If a market for the exchange notes does
develop, future trading prices will depend on many factors, including among
other things, prevailing interest rates and the market for similar securities,
general economic conditions and our prospects. We do not intend to apply for
listing of the exchange notes on any securities exchange or for quotation
through any over-the-counter market.

                                      28



                              THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

   The old notes were originally sold in a private offering by us on April 27,
2001 (the "Issue Date") to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Bank of America Securities LLC, Chase Securities Inc. and
UBS Warburg LLC, as initial purchasers. In connection with the private offering
of the old notes, Triad, the Guarantors and the initial purchasers entered into
a registration rights agreement in which we and the Guarantors agreed to:

      (1) use our reasonable best efforts to prepare and file a registration
   statement for the exchange notes not later than 90 days after the Issue Date
   covering our offer to exchange all of the old notes for a like principal
   amount of exchange notes;

      (2) use our reasonable best efforts to cause the registration statement
   to be declared effective not later than 180 days after the issue date of the
   old notes; and

      (3) use our best efforts promptly, but not later than 5 days after the
   registration statement becomes effective, to commence the exchange offer
   and, on or prior to 220 days after the Issue Date, issue exchange notes for
   all those old notes properly tendered prior to that time.

   We and the Guarantors also agreed to hold such exchange offer open for at
least 30 days after the date notice of the exchange offer is mailed to holders
(or longer if required by applicable law).

   The exchange notes will be issued without a restrictive legend and may be
reoffered and resold by the holder without restrictions or limitations under
the Securities Act, except as described below. This exchange offer is intended
to satisfy our exchange offer obligations under the registration rights
agreement.

   For each old note surrendered to us pursuant to the exchange offer, the
holder of such old note will receive an exchange note having a principal amount
equal to that of the surrendered old note. The term "holder" with respect to
the exchange offer means any person in whose name old notes are registered on
our books or any other person who has obtained a properly completed bond power
from the registered holder or any person whose old notes are held of record by
The Depository Trust Company ("DTC") who desires to deliver such old notes by
book-entry transfer through DTC.

   Under existing interpretations of the staff of the Commission contained in
several no-action letters to third parties, the exchange notes, including the
related guarantees, would in general be freely transferable by holders thereof
after the exchange offer without further registration under the Securities Act.
However, any purchaser of old notes who is either an "affiliate" of our company
or the Guarantors within the meaning of Rule 405 of the Securities Act or who
intends to participate in the exchange offer for the purpose of distributing
the exchange notes:

      (1) will not be able to tender its old notes in the exchange offer;

      (2) will not be able to rely on the interpretations of the staff of the
   Commission; and

      (3) must comply with the registration and prospectus delivery
   requirements of the Securities Act in connection with any sale or transfer
   of the old notes, unless such sale or transfer is made pursuant to an
   exemption from such requirements.

   Each holder that wishes to exchange its old notes for exchange notes will be
required to represent in a letter of transmittal that:

  .  any exchange notes received by it will be acquired in the ordinary course
     of its business;

  .  it has no arrangement or understanding with any person to participate in a
     distribution of the exchange notes in violation of the Securities Act;

                                      29



  .  it is not an affiliate of our company or the Guarantors;

  .  if such holder is not a broker-dealer, that it is not engaged in, and does
     not intend to engage in a distribution of the exchange notes; and

  .  if such holder is a broker-dealer (a "Participating Broker-Dealer") that
     will receive exchange notes for its own account in exchange for old notes
     that were acquired as a result of market-making or other trading
     activities, that it will deliver a prospectus in connection with any
     resale of such exchange notes.

   The Commission has taken the position that Participating Broker-Dealers may
fulfill their prospectus delivery requirements with respect to resales of the
exchange notes with the prospectus contained in the registration statement.
Each of our company and the Guarantors have agreed in the registration rights
agreement that it will make available, during the period required by the
Securities Act, a prospectus meeting the requirements of the Securities Act for
use by Participating Broker-Dealers and other persons, if any, with similar
prospectus delivery requirements for use in connection with any resale of
exchange notes. We will keep the registration statement effective for a period
of 180 days after the exchange offer has been completed (or such time as the
broker-dealers no longer own any old notes, if earlier) in order to permit
resales of exchange notes acquired by broker-dealers in after-market
transactions.

   However, the Commission has recently proposed that its interpretations
referred to above be repealed. We cannot predict whether the Commission will
act on this proposal prior to the completion of this exchange offer. If those
interpretations are repealed prior to completion of this exchange offer,
holders of old notes will not be able to receive exchange notes pursuant to an
exchange offer. Rather, as described below, we and the Guarantors will be
required to register the exchange notes pursuant to a shelf registration
statement in connection with resales by holders of the exchange notes. Holders
of exchange notes will be required to deliver a prospectus to purchasers and
will be subject to certain of the civil liability provisions under the
Securities Act in connection with such resales.

   If,

      (1) prior to completion of the exchange offer, existing Commission
   interpretations are changed such that the exchange notes would not in
   general be freely transferable under the Securities Act,

      (2) the exchange offer is not consummated within 220 days following the
   Issue Date,

      (3) any holder of old notes notifies our company prior to the 20th day
   following consummation of the exchange offer that:

          (a) due to a change in law or Commission policy such holder is not
       eligible to participate in the exchange offer;

          (b) due to a change in law or Commission policy such holder may not
       resell the exchange notes to be acquired by it in the exchange offer to
       the public without a prospectus and the prospectus contained in the
       exchange offer registration statement is not appropriate or available
       for such resales by such holder;

          (c) such holder is a broker-dealer and owns old notes acquired
       directly from us or an affiliate of our company; or

      (4) the holders of the old notes may not resell the exchange notes to be
   acquired in the exchange offer to the public without restriction under the
   Securities Act and without restriction under applicable blue sky or state
   securities laws,

then, in each case, we and the Guarantors will, at our cost, instead of, or in
the case of clause (3) above, in addition to completing the exchange offer,
file and use our reasonable best efforts to cause a registration statement
under the Securities Act relating to a shelf registration of the notes for
resale by holders (the "Resale

                                      30



Registration") to become effective and to remain effective until the earlier of
two years following the effective date of the shelf registration statement or
such earlier time as all securities covered by the shelf registration statement
have been sold pursuant to the shelf registration statement.

   We and the Guarantors will, in the event of a Resale Registration:

      (1) provide to the holders of the applicable notes, copies of the
   prospectus that is a part of the shelf registration statement filed in
   connection with the Resale Registration;

      (2) notify each such holder, that a shelf registration statement for the
   applicable notes will be filed and when such registration statement has
   become effective; and

      (3) take certain other actions as are required to permit unrestricted
   resales of the notes.

   A holder that sells its notes pursuant to the Resale Registration:

      (1) will be required to be named as a selling security holder in the
   related prospectus and to deliver a prospectus to the purchaser;

      (2) will be subject to certain of the civil liability provisions under
   the Securities Act in connection with such sales; and

      (3) will be bound by the provisions of the registration rights agreement
   that are applicable to such holder, including certain indemnification
   obligations.

   The registration rights agreement provides, among other things, that if:

      (1) we and the Guarantors have not filed any of the registration
   statements required by the registration rights agreement on or prior to the
   date specified for such filing;

      (2) any of such registration statements is not declared effective on or
   prior to the date specified for such effectiveness;

      (3) the exchange offer is not consummated within 30 business days after
   the effective date of the exchange offer registration statement; or

      (4) the shelf registration statement or the exchange offer registration
   statement is declared effective but thereafter ceases to be effective,
   except as specifically permitted therein, without being succeeded by an
   additional registration which was filed and declared effective (any such
   event referred to in these clauses (1)-(4), a "Registration Default"),

then, from the date that a Registration Default or Defaults occurs through, but
excluding the date when all Registration Defaults are cured, the interest rate
on the old notes will:

      (1) increase by 0.25% per annum for the first 90-day period (or portion
   thereof) immediately following the occurrence of such Registration Default
   or Defaults; and

      (2) thereafter increase by an additional 0.25% per annum at the beginning
   of each subsequent 90-day period (or portion thereof) while a Registration
   Default or Defaults is continuing.

   The additional interest on any affected old notes may not exceed 1.00% in
the aggregate. Following the cure of all Registration Defaults, the interest
rate on the notes will revert to the original rate. Additional interest will
not accrue and be payable as set forth above during any period when a shelf
registration statement is permitted to be suspended under the registration
rights agreement.

   Following the consummation of the exchange offer, holders of old notes who
were eligible to participate in the exchange offer but who did not tender their
old notes will not have any further registration rights, and the old

                                      31



notes will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market for the old notes could be adversely
affected.

   The above summary highlights the material provisions of the registration
rights agreement, but does not restate that agreement in its entirety. We urge
you to review all of the provisions of the registration rights agreement,
because it, and not this summary description, defines your rights as holders to
exchange your old notes for exchange notes. A copy of the registration rights
agreement has previously been filed with the Commission by Triad, and the
registration rights agreement is incorporated by reference to the registration
statement of which this prospectus forms a part.

Terms of the Exchange Offer

   This prospectus and the accompanying letter of transmittal contain the terms
and conditions for the exchange offer. Upon the terms and subject to the
conditions set forth in this prospectus and in the accompanying letter of
transmittal, we will accept for exchange all old notes which are properly
tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on the
expiration date. After authentication of the exchange notes by the trustee or
an authentication agent, we will issue and deliver $1,000 principal amount of
exchange notes in exchange for each $1,000 principal amount of outstanding old
notes accepted in the exchange offer. Holders may tender some or all of their
old notes in the exchange offer in denominations of $1,000 and integral
multiples thereof.

   The form and terms of the exchange notes are identical in all material
respects to the form and terms of the old notes, except that:

      (1) the offering of the exchange notes has been registered under the
   Securities Act;

      (2) the exchange notes will not be subject to transfer restrictions or
   registration rights; and

      (3) certain provisions relating to the payment of additional interest in
   connection with Registration Default will be eliminated.

   The exchange notes will evidence the same debt as the old notes. The
exchange notes will be issued under and entitled to the benefits of the
indenture.

   As of the date of this prospectus, $600,000,000 aggregate principal amount
of the old notes is outstanding. In connection with the issuance of the old
notes, arrangements were made for the old notes to be issued and transferable
in book-entry form through the facilities of DTC, acting as a depositary. The
exchange notes will also be issuable and transferable in book-entry form
through DTC.

   This prospectus, together with the accompanying letter of transmittal, is
initially being sent to all registered holders of the old notes as of the close
of business on [   ], 2001. The exchange offer is not conditioned upon any
minimum aggregate principal amount of old notes being tendered. However, our
obligation to accept old notes for exchange pursuant to the exchange offer is
subject to certain customary conditions that we describe under "--Conditions to
the Exchange Offer" below.

   We shall be deemed to have accepted validly tendered old notes when, as and
if we have given oral or written notice thereof to the exchange agent. The
exchange agent will act as agent for the tendering holders for the purpose of
receiving exchange notes from us and delivering exchange notes to such holders.

   If any tendered old notes are not accepted for exchange because of an
invalid tender or the occurrence of certain other events set forth herein,
certificates for any such unaccepted old notes will be returned, at our cost,
to the tendering holder thereof as promptly as practicable after the expiration
date.

   Holders who tender old notes in the exchange offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange of old notes
pursuant to the exchange offer. We will pay all charges and expenses, other
than certain applicable taxes, in

                                      32



connection with the exchange offer. See "--Solicitation of Tenders; Fees and
Expenses" for more detailed information regarding the expenses of the exchange
offer.

   By executing or otherwise becoming bound by the letter of transmittal, you
will be making the representations described under "--Procedures for Tendering"
below.

Expiration Date; Extensions; Amendments

   The term "expiration date" shall mean 5:00 p.m., New York City time, on [
], 2001, unless we, in our sole discretion, extend the exchange offer, in which
case the term "expiration date" shall mean the latest date to which the
exchange offer is extended.

   We expressly reserve the right, at any time, to extend the period of time
during which the exchange offer is open, and thereby delay acceptance of any
old notes, by giving oral or written notice of such extension to the exchange
agent and notice of such extension by timely public announcement to the holders
as described below. During any such extension, all old notes previously
tendered will remain subject to the exchange offer and may be accepted for
exchange by us. Any old notes not accepted for exchange for any reason will be
returned without expense to the tendering holder thereof as promptly as
practicable after the expiration or termination of the exchange offer.

   We expressly reserve the right to amend or terminate the exchange offer, and
not to accept for exchange any old notes that we have not yet accepted for
exchange, if any of the conditions set forth herein under "--Conditions to the
Exchange Offer" shall have occurred and shall not have been waived by us, if
such conditions are permitted to be waived by our company.

   We will give oral or written notice of any such extension, amendment,
termination or non-acceptance described above to holders of the old notes as
promptly as practicable. If the exchange offer is amended in a manner
determined by us to constitute a material change, we will promptly disclose
such amendment in a manner reasonably calculated to inform the holders of such
amendment and we will extend the exchange offer to the extent required by law.

   Without limiting the manner in which we may choose to make public
announcements of any extension, amendment, termination or non-acceptance of the
exchange offer, and subject to applicable law, we will have no obligation to
publish, advertise or otherwise communicate any such public announcement other
than by issuing a timely release to the Dow Jones News Service.

Interest on the Exchange Notes

   Interest on the exchange notes will accrue from the last interest payment
date on which interest was paid on the old notes surrendered in exchange
therefor or, if no interest has been paid on the old notes, from the issue date
of the old notes. Interest on the exchange notes will be payable biannually on
May 1 and November 1 of each year, commencing November 1, 2001.

Procedures for Tendering

What to submit and how

   Each holder of old notes wishing to accept the exchange offer must complete,
sign and date the letter of transmittal, or a facsimile thereof, in accordance
with the instructions contained in the letter of transmittal and this
prospectus. Each holder shall then mail or otherwise deliver such letter of
transmittal, or such facsimile, together with the old notes to be exchanged and
any other required documentation, to Citibank, N.A., as exchange agent, at the
address set forth below under "--Exchange Agent" on or prior to the expiration
date. A

                                      33



holder may also effect a tender of old notes pursuant to the procedures for
book-entry transfer as provided for in the letter of transmittal and this
prospectus. By executing the letter of transmittal, each holder will represent
to our company that, among other things:

      (1) the exchange notes acquired pursuant to the exchange offer are being
   acquired in the ordinary course of business of the person receiving such
   exchange notes, whether or not such person is the holder;

      (2) that neither the holder nor any such other person has any arrangement
   or understanding with any person to participate in the distribution of such
   exchange notes; and

      (3) that neither the holder nor any such other person is an "affiliate,"
   as defined in Rule 405 under the Securities Act, of our company or the
   Guarantors.

   Any financial institution that is a participant in DTC's Book-Entry Transfer
Facility system may make book-entry delivery of the old notes by causing DTC to
transfer such old notes into the exchange agent's account in accordance with
DTC's procedure for such transfer. Although delivery of old notes may be
effected through book-entry transfer into the exchange agent's account at DTC,
the letter of transmittal, or a manually signed facsimile thereof, with any
required signature guarantees and any other required documents, must, in any
case, be transmitted to and received by the exchange agent at its address set
forth herein under "--Exchange Agent" prior to 5:00 p.m., New York City time,
on the expiration date. Delivery of documents to DTC in accordance with its
procedures does not constitute delivery to the exchange agent.

   Only a holder may tender its old notes in the exchange offer. To tender in
the exchange offer, a holder must:

      (1) complete, sign and date the letter of transmittal or a facsimile
   thereof;

      (2) have the signatures thereof guaranteed if required by the letter of
   transmittal; and

      (3) unless such tender is being effected pursuant to the procedure for
   book-entry transfer, mail or otherwise deliver such letter of transmittal or
   such manually signed facsimile thereof, together with the old notes and
   other required documents, to the exchange agent, prior to 5:00 p.m., New
   York City time, on the expiration date.

   The tender by a holder will constitute an agreement between such holder, our
company and the exchange agent in accordance with the terms and subject to the
conditions set forth herein and in the letter of transmittal. If less than all
of the old notes are being tendered, a tendering holder should fill in the
amount of old notes being tendered in the appropriate box on the letter of
transmittal. The entire amount of old notes delivered to the exchange agent
will be deemed to have been tendered unless otherwise indicated.

   The method of delivery of old notes and the letter of transmittal and all
other required documents to the exchange agent is at the election and risk of
the holders. Instead of delivery by mail, it is recommended that holders use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to ensure delivery to the exchange agent prior to the expiration date.
No letter of transmittal or old notes should be sent to Triad.

   Any beneficial owner whose old notes are registered in the name of his
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder promptly and instruct such
registered holder to tender on his behalf. If such beneficial owner wishes to
tender on his own behalf, such beneficial owner must, prior to completing and
executing the letter of transmittal and delivering his old notes, either make
appropriate arrangements to register ownership of the old notes in such owner's
name or obtain a properly completed bond power from the registered holder. The
transfer of record ownership may take considerable time.

                                      34



Required representations in letter of transmittal

   The letter of transmittal will include representations to our company that,
among other things:

      (1) the exchange notes acquired pursuant to the exchange offer are being
   acquired in the ordinary course of business of the person receiving such
   exchange notes, whether or not such person is the holder;

      (2) neither the holder nor any such other person is engaged in, intends
   to engage in or has any arrangement or understanding with any person to
   participate in the distribution of such exchange notes;

      (3) neither the holder nor any such other person is an "affiliate," as
   defined in Rule 405 under the Securities Act, of our company or the
   Guarantors; and

      (4) if the tendering holder is a broker or dealer as defined in the
   Exchange Act, then:

          (a) it acquired the old notes for its own account as a result of
       market-making activities or other trading activities; and

          (b) it has not entered into any arrangement or understanding with our
       company or any "affiliate" of our company within the meaning of Rule 405
       under the Securities Act to distribute the exchange notes to be received
       in the exchange offer.

   In the case of a broker-dealer that receives exchange notes for its own
account in exchange for old notes which were acquired by it as a result of
market-making or other trading activities, the letter of transmittal will also
include an acknowledgement that the broker-dealer will deliver a copy of this
prospectus in connection with the resale by it of exchange notes received
pursuant to the exchange offer; however, by so acknowledging and by delivering
a prospectus, such holder will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. See "Plan of
Distribution."

How to sign your letter of transmittal and other documents

   Signatures on a letter of transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (each an "Eligible Institution"), unless the old
notes tendered pursuant thereto are tendered:

      (1) by a registered holder who has not completed the box entitled
   "Special Registration Instructions" or "Special Delivery Instructions" on
   the letter of transmittal; or

      (2) for the account of an Eligible Institution.

   If the letter of transmittal is signed by a person other than the registered
holder of old notes, such old notes must be endorsed or accompanied by
appropriate bond powers which authorize such person to tender the old notes on
behalf of the registered holder, in either case signed as the name of the
registered holder or holders appears on the old notes. If the letter of
transmittal or any old notes or bond powers are signed or endorsed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by us, evidence
satisfactory to us of their authority to so act must be submitted with such
letter of transmittal.

Important rules concerning the exchange offer

   You should note that:

 .  All questions as to the validity, form, eligibility, including time of
   receipt, acceptance and withdrawal of the tendered old notes will be
   determined by us in our sole discretion and such determination will be final
   and binding.

                                      35



 .  We reserve the absolute right to reject any and all old notes not properly
   tendered or any old notes the acceptance of which would, in our judgment or
   the judgment of our counsel, be unlawful.

 .  We also reserve the absolute right to waive any irregularities or conditions
   of tender as to particular old notes. Our company's interpretation of the
   terms and conditions of the exchange offer, including the instructions in
   the letter of transmittal, will be final and binding on all parties. Unless
   waived, any defects or irregularities in connection with tenders of old
   notes must be cured within such time as we shall determine.

 .  Although we intend to notify holders of defects or irregularities with
   respect to any tender of old notes, neither our company, the exchange agent
   nor any other person shall be under any duty to give notification of any
   defect or irregularity with respect to tenders of old notes, nor shall any
   of them incur any liability for failure to give such notification.

 .  Tenders of old notes will not be deemed to have been made until such
   irregularities have been cured or waived. Any old notes received by the
   exchange agent that we determine are not properly tendered or the tender of
   which is otherwise rejected by us and as to which the defects or
   irregularities have not been cured or waived by us will be returned by the
   exchange agent to the tendering holder unless otherwise provided in the
   letter of transmittal, as soon as practicable following the expiration date.

Book-Entry Transfer

   We understand that the exchange agent will make a request promptly after the
date of this prospectus to establish accounts with respect to the old notes at
DTC for the purpose of facilitating the exchange offer. Subject to the
establishment thereof, any financial institution that is a participant in DTC's
system may make book-entry delivery of old notes by causing DTC to transfer
such old notes into the exchange agent's account with respect to the old notes
in accordance with DTC's Automated Tender Offer Program procedures for such
transfer. However, the exchange for the old notes so tendered will only be made
after timely confirmation of such book-entry transfer of old notes into the
exchange agent's account, and timely receipt by the exchange agent of an
agent's message and any other documents required by the letter of transmittal.
The term "agent's message" means a message, transmitted by DTC and received by
the exchange agent and forming a part of the confirmation of a book-entry
transfer, which states that DTC has received an express acknowledgment from a
participant that is tendering old notes that such participant has received the
letter of transmittal and agrees to be bound by the terms of the letter of
transmittal, and that we may enforce such agreement against the participant.

   Although delivery of old notes may be effected through book-entry transfer
into the exchange agent's account at DTC, an appropriate letter of transmittal
properly completed and duly executed with any required signature guarantee and
all other required documents must in each case be transmitted to and received
or confirmed by the exchange agent at its address set forth below on or prior
to the expiration date, or you must comply with the guaranteed delivery
procedures described below. Delivery of documents to DTC does not constitute
delivery to the exchange agent.

Guaranteed Delivery Procedures

   If you are a registered holder of old notes and you wish to tender such old
notes but your old notes are not immediately available, or time will not permit
your old notes or other required documents to reach the exchange agent before
the expiration date, or the procedure for book-entry transfer cannot be
completed on a timely basis, you may effect a tender if:

      (1) the tender is made through an Eligible Institution;

      (2) prior to the expiration date, the exchange agent receives from such
   Eligible Institution a properly completed and duly executed notice of
   guaranteed delivery, by facsimile transmittal, mail or hand delivery:

          (a) stating the name and address of the holder, the certificate
       number or numbers of such holder's old notes and the principal amount of
       such old notes tendered,

                                      36



          (b) stating that the tender is being made thereby, and

          (c) guaranteeing that, within three New York Stock Exchange trading
       days after the expiration date, the letter of transmittal or facsimile
       thereof, together with the certificate(s) representing the old notes to
       be tendered in proper form for transfer, or confirmation of a book-entry
       transfer into the exchange agent's account at DTC of old notes delivered
       electronically, and any other documents required by the letter of
       transmittal, will be deposited by the Eligible Institution with the
       exchange agent, and

      (3) such properly completed and executed letter of transmittal, or
   facsimile thereof, together with the certificate(s) representing all
   tendered old notes in proper form for transfer, or confirmation of a
   book-entry transfer into the exchange agent's account at DTC of old notes
   delivered electronically and all other documents required by the letter of
   transmittal are received by the exchange agent within three New York Stock
   Exchange trading days after the expiration date.

   Upon request to the exchange agent, a notice of guaranteed delivery will be
sent to holders who wish to tender their old notes according to the guaranteed
delivery procedures set forth above.

Withdrawal of Tenders

   Except as otherwise provided herein, tenders of old notes may be withdrawn
at any time prior to 5:00 p.m. New York City time, on the expiration date.

   For a withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be received by the exchange agent at its address set forth
herein prior to 5:00 p.m., New York City time, on the expiration date. Any such
notice of withdrawal must:

      (1) specify the name of the person having deposited the old notes to be
   withdrawn (the "Depositor");

      (2) identify the old notes to be withdrawn, including the certificate
   number or numbers and principal amount of such old notes or, in the case of
   old notes transferred by book-entry transfer, the name and number of the
   account at DTC to be credited;

      (3) be signed by the Depositor in the same manner as the original
   signature on the letter of transmittal by which such old notes were
   tendered, including any required signature guarantee, or be accompanied by
   documents of transfer sufficient to permit the trustee with respect to the
   old notes to register the transfer of such old notes into the name of the
   Depositor withdrawing the tender; and

      (4) specify the name in which any such old notes are to be registered, if
   different from that of the Depositor.

   Please note that all questions as to the validity, form and eligibility,
including time of receipt, of such withdrawal notices will be determined by us,
and our determination shall be final and binding on all parties. Any old notes
so withdrawn will be deemed not to have been validly tendered for purposes of
the exchange offer, and no exchange notes will be issued with respect thereto
unless the old notes so withdrawn are validly retendered. Properly withdrawn
old notes may be retendered by following one of the procedures described above
under "--Procedures for Tendering" at any time prior to the expiration date.

Conditions to the Exchange Offer

   Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or to issue exchange notes in exchange for,
any old notes, and may terminate or amend the exchange offer as provided herein
before the acceptance of such old notes if, in our company's judgment, any of
the following conditions has occurred or exists or has not been satisfied:

      (1) that the exchange offer, or the making of any exchange by a holder,
   violates any applicable interpretation of the staff of the Commission;

                                      37



      (2) that any action or proceeding shall have been instituted or
   threatened in any court or by or before any governmental agency or body with
   respect to the exchange offer; or

      (3) that there has been proposed, adopted or enacted any law, statute,
   rule or regulation that, in the sole judgment of our company, might
   materially impair our ability to proceed with the exchange offer.

   If we determine that we may terminate the exchange offer for any of the
reasons set forth above, we may:

      (1) refuse to accept any old notes and return any old notes that have
   been tendered to the holders thereof;

      (2) extend the exchange offer and retain all old notes tendered prior to
   the expiration date of the exchange offer, subject to the rights of such
   holders of tendered old notes to withdraw their tendered old notes; or

      (3) waive such termination event with respect to the exchange offer and
   accept all properly tendered old notes that have not been withdrawn. If such
   waiver constitutes a material change in the exchange offer, we will disclose
   such change by means of a supplement to this prospectus that will be
   distributed to each registered holder, and we will extend the exchange offer
   for a period of five to ten business days, depending upon the significance
   of the waiver and the manner of disclosure to the registered holders, if the
   exchange offer would otherwise expire during such period.

   The above conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to such condition. Our failure at
any time to exercise the foregoing rights shall not be deemed to be a waiver by
us of any such right and each such right shall be deemed an ongoing right which
may be asserted at any time and from time to time.

Exchange Agent

   Citibank, N.A., the trustee under the indenture, has been appointed as
exchange agent for the exchange offer. All executed letters of transmittal
should be directed to the exchange agent at one of the addresses set forth
below. In such capacity, the exchange agent has no fiduciary duties and will be
acting solely on the basis of directions from our company. Questions, requests
for assistance and requests for additional copies of this prospectus or of the
letter of transmittal should be directed to the exchange agent addressed as
follows:

   By Courier:

      Citibank, N.A.
      Corporate Trust Window
      111 Wall Street, 5th Floor
      New York, New York 10043

   By Mail:

      Citibank, N.A.
      Corporate Trust Window
      111 Wall Street, 5th Floor
      New York, New York 10043

   By Hand Delivery:

      Citibank, N.A.
      Corporate Trust Window
      111 Wall Street, 5th Floor
      New York, New York 10043

                                      38



   Facsimile for Eligible Institutions:

      (212) 505-2248
      Attention: Customer Service

   To Confirm by Telephone:

      (800) 270-0808

   Delivery to an address or facsimile number other than those listed above
will not constitute a valid delivery.

Solicitation of Tenders; Fees and Expenses

   We will pay all expenses of soliciting tenders pursuant to the exchange
offer. The principal solicitation pursuant to the exchange offer is being made
by mail. Additional solicitations may be made by officers and regular employees
of our company and our affiliates in person, by telegraph, telephone or
telecopier.

   We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker, dealers or other persons
soliciting acceptances of the exchange offer. We will, however, pay the
exchange agent reasonable and customary fees for its services and will
reimburse the exchange agent for its reasonable out-of-pocket costs and
expenses in connection therewith and will indemnify the exchange agent for all
losses and claims incurred by it as a result of the exchange offer.

   We may also pay brokerage houses and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in
forwarding copies of this prospectus, letters of transmittal and related
documents to the beneficial owners of the old notes and in handling or
forwarding tenders for exchange.

   The expenses to be incurred in connection with the exchange offer, including
fees and expenses of the exchange agent and trustee and accounting and legal
fees and printing costs, will be paid by our company.

   We will pay all transfer taxes, if any, applicable to the exchange of old
notes pursuant to the exchange offer. However, if certificates representing
exchange notes or old notes for principal amounts not tendered or accepted for
exchange are to be delivered to, or are to be registered or issued in the name
of, any person other than the registered holder of the old notes tendered, or
if tendered old notes are registered in the name of any person other than the
person signing the letter of transmittal, or if the transfer tax is imposed for
any reason other than the exchange of old notes pursuant to the exchange offer,
then the amount of any such transfer taxes, whether imposed on the registered
holder or any other persons, will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the letter of transmittal, the amount of such transfer taxes
will be billed by us directly to such tendering holder.

Accounting Treatment

   The exchange notes will be recorded at the same carrying value as the old
notes, as reflected in our accounting records on the date of the exchange.
Accordingly, no gain or loss for accounting purposes will be recognized by us
as a result of the consummation of the exchange offer. The expenses of the
exchange offer will be amortized by us over the term of the exchange notes.

Consequences of Failure to Exchange

   As a result of the making of, and upon acceptance for exchange of all
validly tendered old notes pursuant to the terms of, this exchange offer, we
will have fulfilled a covenant contained in the registration rights agreement.
Holders of the old notes who do not tender their old notes in the exchange
offer will continue to hold such old notes and will be entitled to all the
rights, and be subject to the limitations applicable thereto, under the
indenture

                                      39



and the registration rights agreement, except for any such rights under
registration rights agreement that by their terms terminate or cease to have
further effect as a result of making of this exchange offer. All untendered old
notes will continue to be subject to the restrictions on transfer set forth in
the indenture. Accordingly, such old notes may be resold only:

      (1) to our company;

      (2) pursuant to a registration statement which has been declared
   effective under the Securities Act;

      (3) in the United States to qualified institutional buyers within the
   meaning of Rule 144A in reliance upon the exemption from the registration
   requirements of the Securities Act provided by Rule 144A;

      (4) in the United States to Institutional Accredited Investors, as
   defined in Rule 502(a)(1), (2), (3) or (7) promulgated under the Securities
   Act, in transactions exempt from the registration requirements of the
   Securities Act;

      (5) outside the United States in transactions complying with the
   provisions of Regulation S under the Securities Act; or

      (6) pursuant to any other available exemption from the registration
   requirements under the Securities Act.

   To the extent that old notes are tendered and accepted in the exchange
offer, the liquidity of the trading market for untendered old notes could be
adversely affected.

                                      40



                                USE OF PROCEEDS

   The exchange offer is intended to satisfy certain of our obligations under
the registration rights agreement. We will not receive any cash proceeds from
the exchange offer.

                                CAPITALIZATION

   The following table sets forth our and Quorum's capitalization as of March
31, 2001 and combined as adjusted to reflect the merger, the issuance of the
old notes and the other related financing transactions. This table should be
read together with the ''Unaudited Pro Forma Condensed Combined Financial
Statements'' and our and Quorum's historical financial statements and the
related notes included in this prospectus.



                                                              Triad     Quorum       Pro
                                                            Historical Historical   Forma
                                                             --------   --------  --------
                                                                 (Dollars in millions)
                                                                         
Long-term debt, including amounts due in one year:
   Credit Agreement Term Debt.............................. $     --   $     --   $ 950.00
   Tranche A term loan.....................................     20.2         --         --
   Tranche B term loan.....................................    194.1         --         --
   Delay-draw loan.........................................     83.0         --         --
   Credit Agreement Revolving Debt.........................       --         --       81.1
   8 3/4% Senior Notes due 2009............................       --         --      600.0
   11% Senior Subordinated Notes due 2009, net of discount.    317.1         --      317.1
   Quorum Revolving Debt...................................       --      532.7         --
   Quorum 8 3/4% Senior Subordinated Notes due 2005........       --      150.0         --
   Quorum 6% Convertible Subordinated Debentures...........       --      150.0         --
   Other...................................................      6.1        3.6        9.7
                                                            --------   --------   --------
       Total Long-term debt................................    620.5      836.3    1,957.9
Stockholders' Equity:
Common Stock...............................................      0.4        0.7        0.8
Additional paid-in capital.................................    662.1      263.7    1,763.2
Unearned ESOP compensation.................................    (35.9)        --      (35.9)
Other comprehensive income.................................       --       (4.2)        --
Retained earnings (deficit)................................    (41.5)     396.2      (45.7)
                                                            --------   --------   --------
       Total Stockholders' Equity..........................    585.1      656.4    1,682.4
                                                            --------   --------   --------
       Total Capitalization................................ $1,205.6   $1,492.7   $3,640.3
                                                            ========   ========   ========


                                      41



                      SELECTED HISTORICAL FINANCIAL DATA

   The selected historical financial information presented below has been
derived from financial statements which are contained elsewhere in this
prospectus.

   The historical information is derived from:

  .  our audited consolidated financial statements as of and for each of the
     years ended December 31, 1997, 1998, 1999 and 2000 and our audited income
     statement for the year ended December 31, 1996, our unaudited consolidated
     balance sheet of December 31, 1996 and our unaudited consolidated
     financial statements as of and for the three months ended March 31, 2000
     and 2001; and

  .  the audited consolidated financial statements of Quorum as of and for each
     of the fiscal years ended June 30, 1996, 1997, 1998, 1999 and 2000 and
     unaudited consolidated financial statements of Quorum as of and for the
     nine months ended March 31, 2000 and 2001.

   The following selected historical financial information should be read in
conjunction with our and Quorum's historical consolidated financial statements
and related notes included elsewhere in this prospectus and in the annual
reports and other information that our company files and Quorum filed with the
Commission. See ''Available Information'' for information on where you can
obtain copies of information filed by our company and Quorum with the
Commission.

                                      42



                    SELECTED CONSOLIDATED FINANCIAL DATA OF
                             TRIAD HOSPITALS, INC.



                                                                                                        As of and for the
                                                                                                          three months
                                                         As of and for the Year Ended December 31,       ended March 31,
                                                     ------------------------------------------------- -------------------
                                                       1996      1997      1998      1999      2000      2000      2001
                                                     --------  --------  --------  --------  --------  --------  --------
                                                             (in millions, except per share and statistical data)
                                                                                            
Summary of Operations:
Revenues............................................ $1,600.5  $1,609.3  $1,588.7  $1,329.1  $1,235.5  $  311.6  $  365.8
Income (loss) from continuing operations............     68.3     (19.0)    (85.5)    (95.6)      4.4       8.0       7.8
Net income (loss) (a)...............................     74.7     (19.8)    (87.1)    (95.6)      4.4       8.0       7.8
Basic earnings (loss) per share:
  Income (loss) from continuing operations.......... $   2.23  $  (0.62) $  (2.80) $  (3.12) $   0.14  $   0.26  $   0.24
  Net income (loss)................................. $   2.44  $  (0.65) $  (2.85) $  (3.12) $   0.14  $   0.26  $   0.24
  Shares used in computing basic earnings per share
   (in millions)....................................     30.6      30.6      30.6      30.6      31.7      31.3      32.5
Diluted earnings (loss) per share:
  Income (loss) from continuing operations.......... $   2.21  $  (0.62) $  (2.80) $  (3.12) $   0.13  $   0.25  $   0.22
  Net income (loss)................................. $   2.42  $  (0.65) $  (2.85) $  (3.12) $   0.13  $   0.25  $   0.22
  Shares used in computing diluted earnings per
   share (in millions)..............................     30.9      30.6      30.6      30.6      34.1      32.6      35.6

Financial Position:
Assets.............................................. $1,426.3  $1,410.5  $1,371.3  $1,341.1  $1,400.5  $1,317.6  $1,456.8
Long-term debt, including amounts due within one
 year...............................................     17.1      15.4      14.3     555.4     590.7     550.0     620.5
Intercompany balances payable to HCA--The
 Healthcare Company.................................    521.7     525.0     613.7        --        --        --        --
Working capital.....................................    156.5     150.3     184.9     187.6     191.9     232.7     201.1
Capital expenditures................................     94.4     120.1     114.9     132.7      94.4      15.2      23.0

Operating Data:
EBITDA (b).......................................... $  294.5  $  187.8  $  149.0  $  124.5  $  174.0  $   50.6  $   58.5
Number of hospitals at end of period (c)............       39        39        39        30        29        29        29
Number of licensed beds at end of period (d)........    5,872     5,859     5,902     3,722     3,533     3,610     3,698
Weighted average licensed beds (e)..................    5,882     5,860     5,905     4,745     3,633     3,610     3,698
Number of available beds at end of period (f).......    5,052     5,230     5,199     3,280     3,146     3,177     3,291
Admissions (g)......................................  171,265   172,926   170,159   145,889   128,645    33,716    37,582
Adjusted admissions (h).............................  266,660   275,125   276,771   241,547   220,590    56,339    61,528
Average length of stay (days) (i)...................      5.0       4.9       4.9       4.5       4.4       4.5       4.4

Selected Ratios:
Ratio of earnings to fixed charges (j)..............      3.0x       --        --        --       1.3x      1.9x      1.8x

--------
(a) Includes charges related to impairment of long-lived assets of $13.7
    million ($8.2 million after tax benefit), $55.1 million ($32.9 million
    after tax benefit), $69.2 million ($55.8 million after tax benefit) and
    $8.0 million ($4.7 million after tax benefit) for the years ended December
    31, 1997, 1998, 1999 and 2000, respectively and $0.9 million (0.4 million
    after tax benefit) for the three months ended March 31, 2000.
(b) EBITDA is defined as income from continuing operations before depreciation
    and amortization, interest expense, ESOP expense, management fees, gain on
    sales of assets, impairment of long-lived assets, minority interests in
    earnings of consolidated entities and income taxes. EBITDA is commonly used
    as an analytical indicator within the health care industry and also serves
    as a measure of leverage capacity and debt service ability. EBITDA should
    not be considered as a measure of financial performance under generally
    accepted accounting principles, and the items excluded from EBITDA are
    significant components in understanding and assessing financial
    performance. EBITDA should not be considered in isolation or as an
    alternative to net income, cash flows generated by operating, investing or
    financing activities or other financial statement data presented in the
    consolidated financial statements as an indicator of financial performance
    or liquidity. Because EBITDA is not a measurement determined in accordance
    with generally accepted accounting

                                      43



    principles and is thus susceptible to varying calculations, EBITDA as
    presented may not be comparable to other similarly titled measures of other
    companies.
(c) This table does not include any operating statistics for facilities leased
    to others and joint ventures.
(d) Licensed beds are those beds for which a facility has been licensed by the
    appropriate state agency, regardless of whether the beds are actually
    available for patient use.
(e) Represents the average number of licensed beds, weighted based on periods
    owned.
(f) Available beds are those beds that are readily available for patient use.
(g) Represents the total number of patients admitted (in the facility for a
    period in excess of 23 hours) to our hospitals and is used by management
    and certain investors as a general measure of inpatient volume.
(h) Adjusted admissions are used by management and certain investors as a
    general measure of combined inpatient and outpatient volume. Adjusted
    admissions are computed by multiplying admissions (inpatient volume) by the
    sum of gross inpatient revenue and gross outpatient revenue and then
    dividing the resulting amount by gross inpatient revenue. The adjusted
    admissions computation ''adjusts'' outpatient revenue to the volume measure
    (admissions) used to measure inpatient volume resulting in a general
    measure of combined inpatient and outpatient volume.
(i) Represents the average number of days admitted patients stay in our
    hospitals. Average length of stay has declined due to the continuing
    pressures from managed care and other payers to restrict admissions and
    reduce the number of days that are covered by the payers for certain
    procedures, and by technological and pharmaceutical improvements.
(j) Our earnings were insufficient to cover fixed charges for the years ended
    December 31, 1997, 1998 and 1999 by $15.1 million, $115.6 million and
    $112.4 million, respectively.

                                      44



                    SELECTED CONSOLIDATED FINANCIAL DATA OF
                           QUORUM HEALTH GROUP, INC.



                                                                                                    As of and for the
                                                                 As of and for the                  Nine Months Ended
                                                            Fiscal Year Ended June 30,                  March 31,
                                                 ------------------------------------------------- -------------------
                                                   1996      1997      1998      1999      2000      2000      2001
                                                 --------- --------- --------- --------- --------- --------- ---------
                                                         (in millions, except per share and statistical data)
                                                                                        
Summary of Operations:
Revenues........................................ $1,098.5  $1,413.9  $1,572.4  $1,652.6  $1,762.8  $1,319.8  $1,393.6
Income (loss) before extraordinary item (a).....     69.2      84.1      86.7      38.9      55.5      40.6     (29.5)
Net income (loss)...............................     69.2      75.9      86.7      38.9      55.5      40.6     (29.5)
Basic earnings (loss) per share:
  Income (loss) before extraordinary item....... $   0.96  $   1.14  $   1.16  $   0.53  $   0.78  $   0.57  $  (0.41)
  Net income (loss)............................. $   0.96  $   1.03  $   1.16  $   0.53  $   0.78  $   0.57  $  (0.41)
  Shares used in computing basic earnings per
   share (in millions)..........................     72.2      73.4      74.7      73.5      71.5      71.7      71.6
Diluted earnings (loss) per share:
  Income (loss) before extraordinary item (b)... $   0.93  $   1.11  $   1.12  $   0.52  $   0.72  $   0.53  $  (0.41)
  Net income (loss)............................. $   0.93  $   1.00  $   1.12  $   0.52  $   0.72  $   0.53  $  (0.41)
  Shares used in computing diluted earnings per
   share (in millions)..........................     74.6      75.7      77.2      74.4      83.0      82.3      71.6

Financial Position:
Assets.......................................... $1,020.6  $1,279.0  $1,491.0  $1,831.9  $1,856.4  $1,857.2  $1,933.5
Long-term debt, including amounts due within one
 year...........................................    433.3     521.8     618.7     873.1     851.9     879.0     836.3
Working capital.................................    160.4     180.5     191.0     235.2     253.9     258.1     196.0
Capital expenditures............................     62.1      83.0     131.8     124.0     100.8      79.1     114.3

Operating Data:
EBITDA (c)...................................... $  208.3  $  260.9  $  299.6  $  259.1  $  288.2  $  215.1  $  213.8
Number of hospitals at end of period............       14        19        17        21        21        21        20
Number of licensed beds at end of period (d)....    3,281     4,205     3,966     4,551     4,519     4,519     4,440
Weighted average licensed beds (e)..............    3,248     3,905     4,176     4,573     4,565     4,581     4,513
Number of available beds at end of period (f)...    2,691     3,481     3,240     3,932     3,850     3,870     3,759
Admissions (g)..................................   94,872   119,551   128,235   136,058   143,268   108,134   110,275
Adjusted admissions (h).........................  143,656   187,782   214,418   231,532   245,936   184,314   190,000
Average length of stay (days) (i)...............      5.8       5.6       5.6       5.6       5.5       5.6       5.4

Selected Ratios:
Ratio of earnings to fixed charges (j)..........      3.8x      3.6x      3.8x      2.0x      2.2x      2.1x       --

--------
(a)Excluding government settlements, investigation and litigation related
   costs, strategic alternatives and merger related costs, non-cash stock
   compensation, impairment of long-lived assets and gain on sale of assets,
   income before extraordinary item was $69.2 million, $84.1 million, $101.5
   million, $64.1 million and $60.7 million for the fiscal years ended June 30,
   1996, 1997, 1998, 1999 and 2000, respectively, and $44.5 million and $48.6
   million for the nine months ended March 31, 2000 and 2001, respectively.
(b)Excluding government settlements, investigation and litigation related
   costs, strategic alternatives and merger related costs, non-cash stock
   compensation, impairment of long-lived assets and gain on sale of assets,
   diluted earnings per share before extraordinary item was $0.93, $1.11,
   $1.32, $0.86 and $0.79 for the fiscal years ended June 30, 1996, 1997, 1998,
   1999 and 2000, respectively, and $0.53 and $0.62 for the nine months ended
   March 31, 2000 and 2001, respectively.
(c)EBITDA is defined as earnings before depreciation and amortization, interest
   expense, synthetic lease expense, gain on sales of assets, impairment of
   long-lived assets, minority interests in earnings of consolidated entities,
   income taxes, government settlements, investigation and litigation related
   costs, strategic alternatives and merger related costs and non-cash stock
   compensation expense. EBITDA is commonly used as an analytical indicator
   within the health care industry and also serves as a measure of leverage
   capacity and debt service ability. EBITDA should not be considered as a
   measure of financial performance under generally accepted accounting
   principles, and the items excluded from EBITDA are

                                      45



    significant components in understanding and assessing financial
    performance. EBITDA should not be considered in isolation or as an
    alternative to net income, cash flows generated by operating, investing or
    financing activities or other financial statement data presented in the
    consolidated financial statements as an indicator of financial  performance
    or liquidity. Because EBITDA is not a measurement determined in accordance
    with generally accepted accounting principles and is thus susceptible to
    varying calculations, EBITDA as presented may not be comparable to other
    similarly titled measures of other companies.
(d) Licensed beds are those beds for which a facility has been licensed by the
    appropriate state agency, regardless of whether the beds are actually
    available for patient use.
(e) Represents the average number of licensed beds, weighted based on periods
    owned.
(f) Available beds are those beds that are readily available for patient use.
(g) Represents the total number of patients admitted (in the facility for a
    period in excess of 23 hours) to Quorum's hospitals and is used by
    management and certain investors as a general measure of inpatient volume.
(h) Adjusted admissions are used by management and certain investors as a
    general measure of combined inpatient and outpatient volume. Adjusted
    admissions are computed by multiplying admissions (inpatient volume) by the
    sum of gross inpatient revenue and gross outpatient revenue and then
    dividing the resulting amount by gross inpatient revenue. The adjusted
    admissions computation ''adjusts'' outpatient revenue to the volume measure
    (admissions) used to measure inpatient volume resulting in a general
    measure of combined inpatient and outpatient volume.
(i) Represents the average number of days admitted patients stay in Quorum's
    hospitals. Average length of stay has declined due to the continuing
    pressures from managed care and other payers to restrict admissions and
    reduce the number of days that are covered by the payers for certain
    procedures, and by technological and pharmaceutical improvements.
(j) Earnings were insufficient to cover fixed charges for the nine months ended
    March 31, 2001 by $45.8 million, due to government settlements.

                                      46



          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

   The merger was accounted for under the purchase method of accounting, which
means that for accounting and financial reporting purposes the assets and
liabilities of Quorum were recorded on our books at their fair market values,
with the excess, if any, allocated to goodwill. We were the acquiror for
accounting purposes based on several considerations, including, in particular,
that after the merger the former Quorum stockholders are not be able to replace
a majority of our board of directors until at least the 2003 annual meeting of
stockholders.

   We have presented the unaudited pro forma condensed combined financial
statements to provide you with a better picture of what our businesses might
have looked like had they always been combined, i.e., giving effect to, among
other things, the merger of Quorum into our company and the related financing
and other transactions as if they had occurred on January 1 of each period for
purposes of Unaudited Pro Forma Condensed Combined Financial Statements and as
of March 31, 2001 for purposes of the Unaudited Pro Forma Condensed Combined
Balance Sheet:

   This information should be read in conjunction with the:

  .  Accompanying notes to the Unaudited Pro Forma Condensed Combined Financial
     Statements;

  .  Separate historical financial statements of our company for the year ended
     December 31, 2000, which are contained in our Annual Report on Form 10-K
     for the fiscal year ended December 31, 2000;

  .  Separate historical financial statements of our company for the three
     months ended March 31, 2001 which are contained in our Quarterly Report on
     Form 10-Q for the three months ended March 31, 2001; and

  .  Separate historical financial statements of Quorum, for the fiscal year
     ended June 30, 2000, which are contained in Quorum's Annual Report on Form
     10-K for the fiscal year ended June 30, 2000 and for the nine months ended
     March 31, 2001, which are included in this prospectus.

   Quorum's unaudited three months ended March 31, 2001 results of operations
was derived from Quorum's consolidated financial statements for the three
months ended March 31, 2001. Quorum's unaudited twelve months ended December
31, 2000 results of operations was derived from Quorum's consolidated financial
statements for the six months ended December 31, 2000 and 1999 and for the
fiscal year ended June 30, 2000.

   The pro forma data is not necessarily indicative of the financial position
and results of operations that would have been achieved had the merger been
consummated on the dates indicated or of future operations of the combined
company.

                                      47



             UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

                                March 31, 2001
                                 (in millions)



                                                                 Triad      Quorum    Pro Forma        Pro
                                                               Historical Historical Adjustments      Forma
                                                               ---------- ---------- ------------   ---------
                                                                                        
                           Assets
Current Assets
  Cash and cash equivalents...................................  $   16.0   $   13.2    $     --     $   29.2
  Restricted cash.............................................       5.7         --          --          5.7
  Accounts receivable, net....................................     178.1      352.8          --        530.9
  Inventories.................................................      37.3       43.7          --         81.0
  Income taxes................................................      36.8        9.0          --         45.8
  Other.......................................................      70.8       72.0          --        142.8
                                                                --------   --------    --------     --------
Total current assets..........................................     344.7      490.7          --        835.4
Property and equipment, at cost:
  Land........................................................      74.8       92.9        12.4 (b)    180.1
  Buildings...................................................     581.2      494.9      (167.4)(a)    993.2
                                                                                           84.5 (b)
  Equipment...................................................     716.5      691.1      (251.1)(a)  1,203.0
                                                                                           46.5 (b)
  Construction in progress....................................      61.6       79.5          --        141.1
                                                                --------   --------    --------     --------
                                                                 1,434.1    1,358.4      (275.1)     2,517.4
  Accumulated depreciation....................................    (592.9)    (460.2)      460.2 (a)   (592.9)
                                                                --------   --------    --------     --------
                                                                   841.2      898.2       185.1      1,924.5
Intangible assets, net of accumulated amortization............     225.9      219.2       694.2 (a)  1,139.3
Investment in equity of affiliates............................      30.9      248.1       (85.8)(a)    193.2
Other.........................................................      14.1       77.3        47.4 (c)    134.6
                                                                                           (4.2)(g)
                                                                --------   --------    --------     --------
Total assets..................................................  $1,456.8   $1,933.5    $  836.7     $4,227.0
                                                                ========   ========    ========     ========
                   Liabilities and Equity
Current liabilities
  Accounts payable............................................  $   60.5   $   99.2          --     $  159.7
  Accrued salaries............................................      30.1       75.5                    105.6
  Current portion of long-term debt...........................       9.1        0.6        (9.7)(c)     10.0
                                                                                           10.0 (d)
  Accrued government settlements..............................        --       82.5       (82.5)(c)       --
  Other current liabilities...................................      43.9       36.9       (33.2)(c)     64.9
                                                                                           17.3 (a)
                                                                --------   --------    --------     --------
Total current liabilities.....................................     143.6      294.7       (98.1)       340.2
Long-term debt................................................     611.4      835.7      (980.0)(c)  1,947.9
                                                                                        1,630.8 (d)
                                                                                         (150.0)(e)
Other liabilities.............................................      12.6       55.3        (6.9)(c)     61.0
Deferred taxes................................................      52.9       30.6          --         83.5
Minority interests in equity of consolidated entities.........      51.2       60.8          --        112.0
Stockholders' Equity
 Common stock.................................................       0.4        0.7         0.4 (f)      0.8
                                                                                           (0.7)(a)
  Additional paid-in capital..................................     662.1      263.7     1,069.7 (f)  1,763.2
                                                                                         (413.7)(a)
                                                                                           31.4 (a)
                                                                                          150.0 (e)
  Other comprehensive income..................................        --       (4.2)        4.2 (a)       --
  Unearned ESOP compensation and stockholder notes receivable.     (35.9)        --          --        (35.9)
  Retained earnings...........................................     (41.5)     396.2      (396.2)(a)    (45.7)
                                                                                           (4.2)(g)
                                                                --------   --------    --------     --------
Total stockholders' equity....................................     585.1      656.4       440.9      1,682.4
                                                                --------   --------    --------     --------
Total liabilities and equity..................................  $1,456.8   $1,933.5    $  836.7     $4,227.0
                                                                ========   ========    ========     ========


The accompanying notes are an integral part of the unaudited pro forma
                   condensed combined financial statements.

                                      48



                    UNAUDITED PRO FORMA CONDENSED COMBINED
                            STATEMENT OF OPERATIONS

                   For the Three Months Ended March 31, 2001
                (dollars in million, except per share amounts)



                                                                                    Triad        Quorum         Pro Forma
                                                                                  Historical   Historical      Adjustments
                                                                                 ------------ ------------ -------------------
                                                                                                  
Revenues........................................................................ $     365.8  $     481.1  $            --
Operating expenses:
  Salaries and benefits.........................................................       143.9        206.0             (4.7)(h)
  Reimbursable expenses.........................................................          --         16.0               --
  Supplies......................................................................        57.0         72.3               --
  Other operating expenses......................................................        70.2         89.1             (2.6)(b)
  Provision for doubtful accounts...............................................        36.2         31.4               --
  Depreciation..................................................................        21.4         24.1              2.1 (b)
  Amortization..................................................................         2.0          1.8              5.8 (a)
  Interest expense, net.........................................................        16.3         14.8             12.7 (d)
  Government settlements, investigation, litigation, strategic alternatives and
   merger related costs.........................................................          --         10.9               --
  Non-cash stock compensation...................................................          --          0.7               --
  ESOP expense..................................................................         2.3           --               --
  Gain on sale of assets........................................................        (0.4)          --               --
                                                                                 -----------  -----------    ---------------
Total operating expenses........................................................       348.9        467.1             13.3
                                                                                 -----------  -----------    ---------------
Income before minority interests, equity in earnings and income tax provision...        16.9         14.0            (13.3)
  Minority interests............................................................        (1.7)         1.1               --
  Equity in earnings of affiliates..............................................          --          4.5               --
                                                                                 -----------  -----------    ---------------
Income before income tax provision..............................................        15.2         19.6            (13.3)
Income tax provision............................................................        (7.4)        (7.8)             3.1 (i)
                                                                                 -----------  -----------    ---------------
Net income...................................................................... $       7.8  $      11.8  $         (10.2)
                                                                                 ===========  ===========    ===============
Income per share:
  Basic......................................................................... $      0.24  $      0.16
  Diluted....................................................................... $      0.22  $      0.15
Shares used in basic earnings per share calculations (j)........................  32,456,931   71,900,000
Shares used in diluted earnings per share calculations (j)......................  35,577,642   86,969,000




                                                                                  Pro Forma
                                                                                 ------------
                                                                              
Revenues........................................................................ $     846.9
Operating expenses:
  Salaries and benefits.........................................................       345.2
  Reimbursable expenses.........................................................        16.0
  Supplies......................................................................       129.3
  Other operating expenses......................................................       156.7
  Provision for doubtful accounts...............................................        67.6
  Depreciation..................................................................        47.6
  Amortization..................................................................         9.6
  Interest expense, net.........................................................        43.8
  Government settlements, investigation, litigation, strategic alternatives and
   merger related costs.........................................................        10.9
  Non-cash stock compensation...................................................         0.7
  ESOP expense..................................................................         2.3
  Gain on sale of assets........................................................        (0.4)
                                                                                 -----------
Total operating expenses........................................................       829.3
                                                                                 -----------
Income before minority interests, equity in earnings and income tax provision...        17.6
  Minority interests............................................................        (0.6)
  Equity in earnings of affiliates..............................................         4.5
                                                                                 -----------
Income before income tax provision..............................................        21.5
Income tax provision............................................................       (12.1)
                                                                                 -----------
Net income...................................................................... $       9.4
                                                                                 ===========
Income per share:
  Basic......................................................................... $      0.14
  Diluted....................................................................... $      0.13
Shares used in basic earnings per share calculations (j)........................  68,243,311
Shares used in diluted earnings per share calculations (j)......................  71,364,022



The accompanying notes are an integral part of the unaudited pro forma
                   condensed combined financial statements.

                                      49



                    UNAUDITED PRO FORMA CONDENSED COMBINED
                            STATEMENT OF OPERATIONS

                 For the Twelve Months Ended December 31, 2000
                (dollars in millions, except per share amounts)



                                                                                    Triad        Quorum      Pro Forma
                                                                                  Historical   Historical   Adjustments
                                                                                 ------------ ------------ -----------
                                                                                                         
Revenues........................................................................ $   1,235.5  $   1,811.3  $     --
Operating expenses:
  Salaries and benefits.........................................................       511.1        755.1     (19.0) (h)
  Reimbursable expenses.........................................................          --         63.1        --
  Supplies......................................................................       185.6        261.6        --
  Other operating expenses......................................................       259.8        343.6     (11.5) (b)
  Provision for doubtful accounts...............................................       103.6        124.7        --
  Depreciation..................................................................        76.1        100.2       8.1  (b)
  Amortization..................................................................         7.1          7.5      23.0  (a)
  Interest expense, net.........................................................        57.3         67.3      47.7  (d)
  Government settlements, investigation, litigation, strategic alternatives and
   merger related costs.........................................................          --        103.3        --
  Non-cash stock compensation...................................................          --         12.3        --
  ESOP expense..................................................................         7.1           --        --
  Gain on sale of assets........................................................        (7.9)          --        --
  Impairment of long-lived assets...............................................         8.0           --        --
                                                                                 -----------  -----------  --------
Total operating expenses........................................................     1,207.8      1,838.7      48.3
                                                                                 -----------  -----------  --------
Income (loss) before minority interests, equity in earnings and income tax
 (provision) benefit............................................................        27.7        (27.4)    (48.3)
  Minority interests............................................................        (9.0)        (2.0)       --
  Equity in earnings of affiliates..............................................        (1.4)        20.9        --
                                                                                 -----------  -----------  --------
Income (loss) before income tax (provision) benefit.............................        17.3         (8.5)    (48.3)
Income tax (provision) benefit..................................................       (12.9)        (0.5)     14.1  (i)
                                                                                 -----------  -----------  --------
Net income (loss)............................................................... $       4.4  $      (9.0) $  (34.2)
                                                                                 ===========  ===========  ========
Income (loss) per share:
  Basic......................................................................... $      0.14  $     (0.13)
  Diluted....................................................................... $      0.13  $     (0.13)
Shares used in basic earnings per share calculations (j)........................  31,743,403   71,242,000
Shares used in diluted earnings per share calculations (j)......................  34,133,410   71,242,000




                                                                                  Pro Forma
                                                                                 ------------
                                                                              
Revenues........................................................................ $   3,046.8
Operating expenses:
  Salaries and benefits.........................................................     1,247.2
  Reimbursable expenses.........................................................        63.1
  Supplies......................................................................       447.2
  Other operating expenses......................................................       591.9
  Provision for doubtful accounts...............................................       228.3
  Depreciation..................................................................       184.4
  Amortization..................................................................        37.6
  Interest expense, net.........................................................       172.3
  Government settlements, investigation, litigation, strategic alternatives and
   merger related costs.........................................................       103.3
  Non-cash stock compensation...................................................        12.3
  ESOP expense..................................................................         7.1
  Gain on sale of assets........................................................        (7.9)
  Impairment of long-lived assets...............................................         8.0
                                                                                 -----------
Total operating expenses........................................................     3,094.8
                                                                                 -----------
Income (loss) before minority interests, equity in earnings and income tax
 (provision) benefit............................................................       (48.0)
  Minority interests............................................................       (11.0)
  Equity in earnings of affiliates..............................................        19.5
                                                                                 -----------
Income (loss) before income tax (provision) benefit.............................       (39.5)
Income tax (provision) benefit..................................................         0.7
                                                                                 -----------
Net income (loss)............................................................... $     (38.8)
                                                                                 ===========
Income (loss) per share:
  Basic......................................................................... $     (0.57)
  Diluted....................................................................... $     (0.57)
Shares used in basic earnings per share calculations (j)........................  67,529,783
Shares used in diluted earnings per share calculations (j)......................  67,529,783



The accompanying notes are an integral part of the unaudited pro forma
                   condensed combined financial statements.

                                      50



                         NOTES TO UNAUDITED PRO FORMA
                    CONDENSED COMBINED FINANCIAL STATEMENTS

1. Forward-Looking Statements

   This prospectus and the documents that are incorporated by reference in this
prospectus contain disclosures which are ''forward-looking statements'' within
the meaning of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include all statements that do not relate solely to historical or current
facts, and can be identified by the use of words such as ''may,'' ''believe,''
''will,'' ''expect,'' ''project,'' ''estimate,'' ''anticipate,'' ''plan'' or
''continue.'' These forward-looking statements are based on the current plans
and expectations of our company and are subject to a number of uncertainties
and risks that could significantly affect current plans and expectations and
the future financial condition and results of Triad. Our company does not
undertake any obligation to update publicly or revise any forward-looking
statements. For a more complete discussion of the risks and uncertainties which
may affect such forward-looking statements, please refer to the section
entitled ''Forward-Looking Statements.''

2. Basis of Presentation

   The pro forma condensed combined financial statements reflect the
combination of historical financial information of our company and Quorum and
the pro forma adjustments described in Notes 3 and 4.

3. Pro Forma Adjustments

(a)To adjust fixed assets, goodwill and equity to reflect the purchase price
   allocation at March 31, 2001 and adjust the related goodwill amortization in
   the three months ended March 31, 2001 and the twelve months ended December
   31, 2000 results of operations as described below (in millions). The
   allocation of the purchase price is subject to revision based on final
   determination of appraised and other fair values.


                                              
                     Working capital............ $  196.0
                     Fixed assets...............    939.9
                     Goodwill...................    930.7
                     Other long-term assets.....    239.6
                     Severance payments.........    (17.3)
                     Long-term debt.............   (685.7)
                     Other long-term liabilities   (146.7)
                                                 --------
                     Total purchase price....... $1,456.5
                                                 ========


   The average estimated depreciable lives on the fixed assets acquired is 8.7
   years. Goodwill is being amortized on a straight line basis over 30 years.

(b)To eliminate the Quorum Synthetic Lease Expense and increase depreciation
   expense in the three months ended March 31, 2001 and the twelve months ended
   December 31, 2000 results of operations, as part of the refinancing of
   Quorum indebtedness, from an operating lease to a purchase of the related
   assets for $143.4 million at March 31, 2001.

(c)To record the payments to be made from the proceeds of the new indebtedness
   referred to in (d). The payments include payoff of existing indebtedness of
   $989.7 million, except for our Senior Subordinated Notes, cash consideration
   for the merger of $305.0 million, purchased leased assets described in (b),
   litigation accruals (including accrued interest) of $88.7 million, severance
   of $17.3 million, interest rate swap payoff of $6.9 million and transaction
   costs of $80.1 million. Transaction costs include investment banker fees,
   attorney fees and accounting fees.

(d)To record the issuance of long-term debt of $1,640.8 million at March 31,
   2001 and adjust interest expense at a composite annual rate of 8.4% to $43.8
   million in the three months ended March 31, 2001 and $172.3 million in the
   twelve months ended December 31, 2000 results of operations.

                                      51



(e)To reflect the conversion of Quorum convertible indebtedness of $150.0
   million to Quorum common stock.

(f)To record the issuance of our common stock in connection with the merger.

(g)To reflect the write off of deferred loan costs associated with the
   refinancing of our existing indebtedness.

(h)To adjust operating expenses in the three months ended March 31, 2001 and
   the twelve months ended December 31, 2000 results of operations for
   estimated decreases in corporate overhead. Approximately 140 positions will
   be eliminated at the Quorum corporate office for an estimated annual savings
   of $31.4 million. Additionally, approximately 48 new positions will be
   created at our corporate office for an estimated annual cost of $12.4
   million.

(i)To adjust income tax (provision) benefit for the estimated impact of the pro
   forma adjustments.

(j)To increase our weighted average shares by 35,786,380 shares of stock issued
   in connection with the merger.

                                      52



                                   BUSINESS

General

   We are the third-largest publicly owned hospital company in the United
States and provide health care services through hospitals and ambulatory
surgery centers located in small cities and selected urban markets primarily in
the southern, midwestern and western United States. Our hospital facilities
include 49 general, acute care hospitals and 14 ambulatory surgery centers
located in the states of Alabama, Arizona, Arkansas, California, Indiana,
Kansas, Louisiana, Mississippi, Missouri, New Mexico, Ohio, Oklahoma, Oregon,
South Carolina, Texas and West Virginia. One hospital included among these
facilities is operated through a 50/50 joint venture that is not consolidated
for financial reporting purposes. We are also a minority investor in three
joint ventures that own seven general, acute care hospitals in Georgia and
Nevada. On April 27, 2001, we completed the merger of Quorum with and into our
company.

   Our general, acute care hospitals typically provide a full range of services
commonly available in hospitals, such as internal medicine, general surgery,
cardiology, oncology, neurosurgery, orthopedics and obstetrics, diagnostic and
emergency services. These hospitals also generally provide outpatient and
ancillary health care services such as outpatient surgery, laboratory,
radiology, respiratory therapy, cardiology and physical therapy. Outpatient
services also are provided by ambulatory surgery centers operated by us. In
addition, some of our general, acute care hospitals have a limited number of
licensed psychiatric beds and provide psychiatric skilled nursing services.

   In addition to providing capital resources, we make available a variety of
management services to our health care facilities. These services include
ethics and compliance programs, national supply and equipment purchasing and
leasing contracts, accounting, financial and clinical systems, governmental
reimbursement assistance, information systems, legal support, personnel
management and internal audit, access to regional managed care networks, and
resource management.

Our Markets

   Most of our facilities are located in two distinct types of markets,
primarily in the southern, midwestern and western United States. Approximately
78% of our hospitals are located in small cities, generally with populations of
less than 150,000 residents and located more than 60 miles from a major urban
center. Our hospitals are usually either the only hospital or one of two or
three hospitals in the community. Approximately 22% of our hospitals are
located in urban areas. The urban areas where we operate are typically
characterized by a high rate of population growth, such as Phoenix and Tucson,
Arizona. Approximately half of our facilities are located in the states of
Alabama, Indiana and Texas. After giving pro forma effect to the merger, for
the year ended December 31, 2000, approximately 46.6% of our revenues would
have been derived from our facilities in Texas, Alabama and Indiana and for the
three months ended March 31, 2001 approximately 45.9% of our revenues would
have been derived from our facilities in Texas, Alabama and Indiana.

  Small Cities

   We believe that the small cities of the southern, midwestern and western
United States are attractive to health care service providers as a result of
favorable demographic and economic trends. Thirty-eight of the 49 general,
acute care hospitals that we operated as of May 31, 2001 were located in these
markets. Of these hospitals, 19 hospitals were located in communities where
they were the sole hospital and 19 hospitals were located in communities where
they were one of only two or three hospitals. We believe that small city and
urban markets can support increased specialty services which produce relatively
higher revenues than other health care services. In addition, in small city
markets, managed care penetration is generally lower than in urban areas, and
we believe that we are in a better position to negotiate more favorable managed
care contracts in these markets.


                                      53



   While our hospitals located in these small cities are more likely to face
direct competition than facilities located in smaller non-urban markets, that
competition usually is limited to a single competitor in the relevant market.
We believe that the smaller populations and relative strength of the one or two
acute care hospitals in these markets also limit the entry of alternate
non-hospital providers, such as outpatient surgery centers or rehabilitation or
diagnostic imaging centers, as well as managed care plans.

  Urban Markets

   Eleven of the 49 general, acute care hospitals that we operated as of May
31, 2001 are located in larger urban markets of the southern, midwestern and
western United States.

   In addition to the direct competition we face from other health care
providers in our markets, there are higher levels of managed care penetration
in the larger urban markets (a higher relative proportion of the market
population enrolled in managed care programs such as HMOs and PPOs).

Business Strategy

   Our primary objectives are to provide quality health care services and to
enhance our financial performance by increasing utilization of our facilities
and improving operating efficiencies, using the following strategies:

  .  Develop and Maintain Strong Physician Relations. We are committed to
     developing and maintaining strong relationships with the physicians in our
     communities because we believe physicians are of vital importance to our
     long term success. We believe that hospitals and physicians, by working
     cooperatively, can develop a model for effective health care service
     delivery that results in improved quality of care and improved performance
     for both sets of providers. We have established, or are establishing, a
     Physician Leadership Group made up of leading physicians practicing at our
     hospitals who work with corporate and hospital management to establish
     local priorities. Corporate objectives are addressed by a national
     Physician Leadership Group consisting of representatives of local
     Physician Leadership Groups and members of our management. To further
     improve communication with our physicians, we have appointed a senior
     manager, who is an experienced physician, to oversee physician relations.

  .  Maximize Community Involvement. Our community philosophy is a simple one:
     our stockholders generally own the bricks and mortar, but the hospitals
     and surgery centers effectively ''belong'' to the communities we serve. We
     seek to have each community embrace its hospital or surgery center as a
     local asset in order to make the facility successful. To this end, we are
     strengthening our local Boards of Trustees with the addition and inclusion
     of more community leaders. We have also empowered each local Board of
     Trustees to take responsibility for strategic planning, assessment of
     capital needs, and overall supervision of the care provided in the
     community.

  .  Increase Volume by Adding Services and Physicians. We believe that many of
     our markets are large enough to support additional specialty services,
     such as women's centers, orthopedic facilities, oncology centers and
     neurology care, and we intend to selectively increase these services in
     order to reduce patient outmigration to urban hospitals. To support this
     expansion of specialty services, we are actively recruiting additional
     specialists to certain of our facilities. We also believe that the shift
     from inpatient to outpatient care recently experienced by the health care
     industry is likely to continue. We are continuing to enhance the access to
     and the convenience of our outpatient service capabilities by improving
     our free-standing ambulatory surgery centers, restructuring our hospital
     facilities and surgery capacities to better accommodate outpatient
     treatment, and improving our emergency room facilities. At Northwest
     Hospital in Tucson, Arizona, we recently completed a 46-bay expansion of
     our emergency room and added two outpatient surgical suites. At El Dorado
     Hospital, also in Tucson, we recently completed an adjoining, but
     separately licensed, outpatient surgical center with five surgical suites,
     four endoscopy suites, and four pain management areas. We also continue to
     actively recruit additional primary care physicians. We believe that a
     primary care physician is frequently the first contact point for a
     patient.


                                      54



  .  Improve Operating Margins. We have initiated several measures to improve
     the financial performance of our facilities through greater control of
     operating expenses. We continue to focus on optimizing the efficiency and
     productivity of our human resources, the largest component of operating
     expenses. We have instituted a financial training program for our hospital
     managers to teach effective management of hospital revenues and expenses.
     In addition, in connection with the integration of Quorum's business and
     assets following the Quorum merger, we expect to increase profitability
     through cost savings and operating efficiencies resulting from the
     elimination of redundant services and functions. We estimate that the
     Quorum merger will provide pre-tax cost savings of between $15.0 and $20.0
     million per year, although there can be no assurance that we will actually
     realize these savings.

  .  Grow Through Same-Facility Expansion, New Facility Development and
     Selective Acquisitions. We are identifying expansion opportunities in
     areas where management perceives that demand is not being adequately met
     due to rapid population growth or insufficient existing health care
     services. We are selectively expanding our existing hospitals by adding
     clinical facilities or medical office buildings. We have begun
     construction of a new hospital in 2001, have completed construction of an
     ambulatory surgery center during 2000 and another in 2001. We made two
     acquisitions in 2000, acquired the remaining interest in one of our joint
     ventures in 2001, and may seek to make additional acquisitions in select
     markets. We believe that potential acquisition opportunities may arise
     when other health care providers choose to divest facilities or when
     independent hospitals believe that they can benefit from becoming part of
     a larger hospital company. In evaluating opportunities for new
     developments or acquisitions in our markets, we place a high priority on
     having a strong, competitive market position, either on our own or in
     conjunction with a compatible partner such as another hospital provider.
     We have a number of relationships with other provider organizations which
     we believe are mutually beneficial and we will continue to seek other such
     opportunities, including those with quality, not-for-profit providers.

                                      55



Properties

   The following table lists the hospitals we owned (except as otherwise
indicated) by us, as of May 31, 2001.



                                                                     Number of
   State                      Name                     Location    Licensed Beds
-----       ----                                     --------      -------------
                                                          
Alabama     Crestwood Medical Center                 Huntsville         120
            Flowers Hospital                         Dothan             400
            Gadsden Regional Medical Center          Gadsden            346
            Jacksonville Hospital                    Jacksonville        89
            Medical Center Enterprise                Enterprise         131

Arkansas    Medical Center of South Arkansas(1)      El Dorado          166
            Medical Park Hospital                    Hope                91
            Northwest Health System
             Bates Medical Center                    Bentonville         63
             Northwest Medical Center                Springdale         222

Arizona     Paradise Valley Hospital                 Phoenix            159
            El Dorado Hospital                       Tucson             166
            Northwest Medical Center                 Tucson             193

California  San Leandro Hospital                     San Leandro        122

Indiana     Bluffton Regional Medical Center         Bluffton            96
            Kosciusko Community Hospital             Warsaw              72
            Lutheran Hospital of Indiana             Fort Wayne         403
            St. Joseph Hospital                      Fort Wayne         191
            DuPont Hospital(2)                       Fort Wayne          86

Kansas      Overland Park Regional Medical Center(3) Overland Park       --

Louisiana   Summit Hospital(4)                       Baton Rouge        201
            Women & Children's Hospital              Lake Charles        80

Mississippi River Region Health System(5)
             Park View Regional Medical
              Center(5)                              Vicksburg          231
             Vicksburg Medical Center(5)             Vicksburg          154
            Wesley Medical Center                    Hattiesburg        211

Missouri    Independence Regional Health Center(3)   Independence        --

New Mexico  Carlsbad Medical Center                  Carlsbad           127
            Lea Regional Medical Center              Hobbs              250

Ohio        Barberton Citizens Hospital(6)           Barberton          347
            Doctors Hospital of Stark County(6)      Massillon          166

Oklahoma    Claremore Regional Hospital              Claremore           89
            SouthCrest Hospital                      Tulsa              116

Oregon      Willamette Valley Medical Center         McMinnville         80


                                      56





                                                                   Number of
     State                    Name                  Location     Licensed Beds
 -----          ----                             --------        -------------
                                                        

 South Carolina Carolinas Hospital System--
                Florence                         Florence             372
                Carolinas Hospital System--
                Lake City(7)                     Lake City             48
                Mary Black Memorial Hospital(8)  Spartanburg          209

 Texas          Abilene Regional Medical Center  Abilene              187
                Alice Regional Medical Center    Alice                114
                Brownwood Regional
                Medical Center                   Brownwood            218
                College Station Medical Center   College Station      119
                Navarro Regional Hospital        Corsicana            162
                Denton Community Hospital        Denton               122
                Longview Regional Medical Center Longview             164
                Woodland Heights Medical Center  Lufkin               138
                Pampa Regional Medical Center    Pampa                115
                San Angelo Community
                Medical Center                   San Angelo           162
                Medical Center at Terrell(9)     Terrell              130
                DeTar Healthcare System
                 DeTar Hospital Navarro          Victoria             211
                 DeTar Hospital North            Victoria             148
                Gulf Coast Medical Center        Wharton              161

 West Virginia  Greenbrier Valley Medical Center Lewisburg            122

--------
(1)We hold a 50% equity interest in a non-consolidated joint venture which owns
   and operates this facility.
(2)DuPont Hospital is owned by a limited liability company in which we own an
   81.5% interest and are the manager.
(3)We continue to own the assets related to this hospital, but have transferred
   the exclusive rights to use and control the hospital's operations to a
   separate, independent entity pursuant to a long-term lease agreement
   effective as of January 1, 1999.
(4)Owned by a limited liability company in which we own a 62% interest and are
   the manager.
(5)Owned by a limited liability company in which our majority-owned subsidiary
   owns a 65% interest and is the manager.
(6)Owned by limited liability companies in which we own a 95% interest and are
   the manager.
(7)Carolinas Hospital System--Lake City is held pursuant to operating leases
   with initial terms of ten years and two renewal options of five years each.
(8)Owned by a limited liability company in which we own an 89% interest and are
   the manager.
(9)We currently lease this hospital pursuant to a long-term lease which
   provides that we have the exclusive right to use and control the hospital
   operations.

   In addition to the hospitals listed in the table above, as of May 31, 2001,
we operated 14 ambulatory surgery centers, including three surgery centers that
are operated by an unaffiliated third-party pursuant to a long-term lease.
Medical office buildings also are operated in conjunction with our hospitals.
These office buildings are primarily occupied by physicians who practice at our
hospitals.

                                      57



   Our headquarters are located in approximately 63,000 square feet of space in
one office building in Dallas, Texas. We sub-lease this space from HCA.
Following the Quorum merger, we closed its headquarters in Brentwood,
Tennessee, although we temporarily maintain a data center and retain employees
at this location.

   Our hospitals and other facilities are suitable for their respective uses
and are, in general, adequate for our present needs.

   The following table lists the hospitals owned by joint venture entities in
which we are the minority owner, and our percentage ownership interest as of
May 31, 2001. Information on licensed beds was provided by the majority owner
and manager of each joint venture. Universal Health Systems is the majority
owner of the Las Vegas, Nevada joint ventures. HCA is the majority owner of the
Macon, Georgia joint venture.



                                                            Number of
State                    Name                   Location  Licensed Beds
-----   ----                                    --------  -------------
                                                 
Georgia Coliseum Medical Center (38%)           Macon          250
        Coliseum Psychiatric Center (38%)       Macon           60
        Macon Northside Hospital (38%)          Macon          103
        Middle Georgia Hospital (38%)           Macon          119

Nevada  Desert Springs Hospital (28%)           Las Vegas      233
        Summerlin Hospital Medical Center (26%) Las Vegas      166
        Valley Hospital Medical Center (28%)    Las Vegas      417


Operations

   Our general, acute care hospitals typically provide a full range of services
commonly available in hospitals, such as internal medicine, general surgery,
cardiology, oncology, neurosurgery, orthopedics and obstetrics, as well as
diagnostic and emergency services. These hospitals also generally provide
outpatient and ancillary health care services such as outpatient surgery,
laboratory, radiology, respiratory therapy, cardiology and physical therapy.
Outpatient services also are provided by ambulatory surgery centers operated by
us. In addition, certain of our general, acute care hospitals have a limited
number of licensed psychiatric beds.

   Each of our hospitals is generally governed by a Board of Trustees, which
generally includes members of the hospital's medical staff as well as members
of the community served by the hospital. The Board of Trustees establishes
policies concerning the medical, professional and ethical practices at the
hospitals, monitors such practices, and is responsible for ensuring that these
practices conform to established standards. We maintain quality assurance
programs to support and monitor quality of care standards and to meet
accreditation and regulatory requirements. Patient care evaluations and other
quality of care assessment activities are monitored on a continuing basis.

   In addition to providing capital resources we make available a variety of
management services to our health care facilities. These services include
ethics and compliance programs, national supply and equipment purchasing and
leasing contracts, accounting, financial and clinical systems, governmental
reimbursement assistance, information systems, legal support, personnel
management and internal audit, access to regional managed care networks, and
resource management.

Services and Utilization

   Hospital revenues depend upon inpatient occupancy levels, the volume of
outpatient procedures and the charges or negotiated payment rates for such
services. Charges and reimbursement rates vary significantly depending on the
type of service, such as medical/surgical, intensive care or psychiatric, the
payer and the geographic location of the hospital.

                                      58



   We believe that important factors relating to the overall utilization of a
hospital include the quality and market position of the hospital and the
number, quality and specialties of physicians providing patient care within the
facility. Generally, we believe that the ability of a hospital to meet the
health care needs of its community is determined by its breadth of services,
level of technology, emphasis on quality of care and convenience for patients
and physicians. Other factors which impact utilization include the growth in
local population, local economic conditions, market penetration of managed care
programs and the availability of reimbursement programs such as Medicare and
Medicaid. Utilization across the industry also is being affected by improved
treatment protocols as a result of advances in medical technology and
pharmacology.

   The following tables set forth certain operating statistics for hospitals
owned by us and those acquired through the Quorum merger, respectively, for
each of the past five years and for the periods ended March 31, 2000 and 2001.
Medical/surgical hospital operations are subject to certain seasonal
fluctuations, including decreases in patient utilization during holiday periods
and increases in patient utilization during the cold weather months.



                                                                                       Three Months
                                                   Year Ended December 31,            Ended March 31,
                                         -------------------------------------------- ---------------
Triad                                      1996     1997     1998     1999     2000    2000    2001
-----                                    -------- -------- -------- -------- -------- ------- -------
                                                                         
Number of hospitals at end of period (a)      39       39       39       30       29      29      29
Number of licensed beds at end of
  period (b)............................   5,872    5,859    5,902    3,722    3,533   3,610   3,698
Weighted average licensed beds (c)......   5,882    5,860    5,905    4,745    3,633   3,610   3,698
Admissions (d).......................... 171,265  172,926  170,159  145,889  128,645  33,716  37,582
Adjusted admissions (e)................. 266,660  275,125  276,771  241,547  220,590  56,339  61,528
Average length of stay (days) (f).......     5.0      4.9      4.9      4.5      4.4     4.5     4.4
Average daily census (g)................   2,338    2,326    2,263    1,818    1,532   1,663   1,832
Occupancy rate (h)......................      46%      44%      44%      55%      49%     52%     56%

--------
(a)This table does not include any operating statistics for joint ventures and
   facilities leased for others included in the number of hospitals.
(b)Licensed beds are those beds for which a facility has been granted approval
   to operate from the applicable state licensing agency.
(c)Represents the average number of licensed beds weighted based on periods
   owned.
(d)Represents the total number of patients admitted (in the facility for a
   period in excess of 23 hours) to our hospitals and is used by management and
   certain investors as a general measure of inpatient volume.
(e)Adjusted admissions are used by management and certain investors as a
   general measure of combined inpatient and outpatient volume. Adjusted
   admissions are computed by multiplying admissions (inpatient volume) by the
   sum of gross inpatient revenue and gross outpatient revenue and then
   dividing the resulting amount by gross inpatient revenue. The adjusted
   admissions computation ''adjusts'' outpatient revenue to the volume measure
   (admissions) used to measure inpatient volume resulting in a general measure
   of combined inpatient and outpatient volume.
(f)Represents the average number of days admitted patients stay in our
   hospitals. Average length of stay has declined due to the continuing
   pressures from managed care and other payers to restrict admissions and
   reduce the number of days that are covered by the payers for certain
   procedures, and by technological and pharmaceutical improvements.
(g)Represents the average number of patients in our hospital beds each day.
(h)Represents the percentage of hospital licensed beds occupied by patients.
   Both average daily census and occupancy rate provide measures of the
   utilization of inpatient rooms.

                                      59





                                                                                      Nine Months Ended
                                                        Year Ended June 30,               March 31,
                                              --------------------------------------- -----------------
Quorum                                         1996    1997    1998    1999    2000     2000     2001
------                                        ------- ------- ------- ------- ------- -------  -------
                                                                          
Number of hospitals at end of period.........      14      19      17      21      21       21       20
Number of licensed beds at end of period (a).   3,281   4,205   3,966   4,551   4,519    4,519    4,440
Weighted average licensed beds (b)...........   3,248   3,905   4,176   4,573   4,565    4,581    4,513
Number of available beds at end of period (c)   2,691   3,481   3,240   3,932   3,850    3,870    3,759
Admissions (d)...............................  94,872 119,551 128,235 136,058 143,268  108,134  110,275
Adjusted admissions (e)...................... 143,656 187,782 214,418 231,532 245,936  184,314  190,000
Average length of stay (days) (f)............     5.8     5.6     5.6     5.6     5.5      5.6      5.4

--------
(a)Licensed beds are those beds for which a facility has been licensed by the
   appropriate state agency, regardless of whether the beds are actually
   available for patient use.
(b)Represents the average number of licensed beds, weighted based on periods
   owned.
(c)Available beds are those beds that are readily available for patient use.
(d)Represents the total number of patients admitted (in the facility for a
   period in excess of 23 hours) to Quorum's hospitals and is used by
   management and certain investors as a general measure of inpatient volume.
(e)Adjusted admissions are used by management and certain investors as a
   general measure of combined inpatient and outpatient volume. Adjusted
   admissions are computed by multiplying admissions (inpatient volume) by the
   sum of gross inpatient revenue and gross outpatient revenue and then
   dividing the resulting amount by gross inpatient revenue. The adjusted
   admissions computation ''adjusts'' outpatient revenue to the volume measure
   (admissions) used to measure inpatient volume resulting in a general measure
   of combined inpatient and outpatient volume.
(f)Represents the average number of days admitted patients stay in Quorum's
   hospitals.

   Our hospitals have experienced shifts from inpatient to outpatient care as
well as decreases in average lengths of inpatient stay, primarily as a result
of improvements in technology and clinical practices and hospital payment
changes by Medicare, insurance carriers and self-insured employers. These
hospital payment changes generally encourage the utilization of outpatient,
rather than inpatient, services whenever possible, and shortened lengths of
stay for inpatient care. We have responded to the outpatient trend by enhancing
our hospitals' outpatient service capabilities, including:

  .  dedicating resources to our freestanding ambulatory surgery centers at or
     near certain of our hospital facilities;

  .  reconfiguring certain hospitals to more effectively accommodate outpatient
     treatment by, among other things, providing more convenient registration
     procedures and separate entrances; and

  .  restructuring existing surgical capacity to allow a greater number and
     range of procedures to be performed on an outpatient basis.

   Although inpatient growth exceeded our outpatient growth in 2000, we expect
the growth in outpatient services to continue in the future. Our facilities
will continue to emphasize those outpatient services that can be provided on a
quality, cost-effective basis and that we believe will experience increased
demand.

                                      60



Sources of Revenue

   We receive payment for patient services from the Federal government
primarily under the Medicare program, state governments under their respective
Medicaid programs, HMOs, PPOs and other private insurers as well as directly
from patients. The approximate percentages of net patient revenues from
continuing operations of our facilities and the facilities operated by Quorum
prior to the merger respectively, from such sources during the periods
specified below were as follows:




                   Years Ended December 31,
                   ------------------------
Triad                1998    1999    2000
-----              ------   ------  ------
                           
Medicare..........    35.2%   31.9%   29.6%
Medicaid..........     6.6     6.9     6.4
Managed care plans    27.0    32.7    31.0
Other sources.....    31.2    28.5    33.0
                   -----    -----   -----
   Total..........   100.0%  100.0%  100.0%
                   =====    =====   =====


                     Year Ended June 30,
                   ------------------------
Quorum               1998    1999    2000
------             ------   ------  ------
                           
Medicare..........    39.1%   36.6%   36.6%
Medicaid..........     5.7     6.0     5.8
Other sources.....    55.2    57.4    57.6
                   -----    -----   -----
   Total..........   100.0%  100.0%  100.0%
                   =====    =====   =====


   Medicare is a Federal program that provides certain hospital and medical
insurance benefits to persons age 65 and over, some disabled persons and
persons with end-stage renal disease. Medicaid is a Federal-state program
administered by the states which provides hospital benefits to qualifying
individuals who are unable to afford care. All of our hospitals are certified
as providers of Medicare and Medicaid services. Amounts received under the
Medicare and Medicaid programs are generally significantly less than the
hospital's customary charges for the services provided. See ''Reimbursement.''

   To attract additional volume, most of our hospitals offer discounts from
established charges to certain large group purchasers of health care services,
including private insurance companies, employers, HMOs, PPOs and other managed
care plans. These discount programs limit our ability to increase charges in
response to increasing costs. See ''--Competition.''

   Patients are generally not responsible for any difference between customary
hospital charges and amounts reimbursed for such services under Medicare,
Medicaid, some private insurance plans, HMOs or PPOs, but are responsible for
services not covered by such plans, exclusions, deductibles or co-insurance
features of their coverage. The amount of such exclusions, deductibles and
co-insurance has generally been increasing each year. Collection of amounts due
from individuals is typically more difficult than from governmental or business
payers. For more information on the reimbursement programs on which our
revenues are dependent, see ''Reimbursement.''

Our Hospital Management Services

   Quorum Health Resources, LLC (''QHR'') is a leading provider of management
services to acute care hospitals, providing management services to 205
hospitals as of March 31, 2001. QHR believes that its industry reputation and
leading market position provide it with a competitive advantage in seeking
additional management contracts.

                                      61



   Most of the hospitals for which QHR performs management, consulting or
support services are not-for-profit hospitals. These hospitals are generally
located in non-urban areas. Sixty-three percent (63%) of these hospitals have
less than 100 beds.

   QHR provides management services to hospitals under management contracts and
provides selected consulting, educational and related services. QHR assists
hospitals in improving their financial performance and the scope of their
services.

   Upon entering into a management contract, QHR first assesses the operations
of the hospital, including the hospital's financial management, the economic
and population related factors affecting the hospital's market, physician
relationships and staffing requirements. Then, based on its assessment, QHR
develops and recommends a management plan to the hospital's governing board.

   To implement the management plan adopted for each hospital, QHR provides the
hospital with people who serve as the hospital's chief executive officer and,
typically, a chief financial officer. Although these people are QHR employees,
they remain under the direction and control of the hospital's governing body,
and the balance of the hospital staff remains employees of the hospital under
the control and supervision of the hospital. QHR's hospital-based team is
supported by its regional and corporate management staff. QHR currently has 24
regional offices located throughout the United States. QHR's regional office
staff has broad experience in providing management services to hospitals of all
sizes in diverse markets throughout the United States. Each regional office is
responsible for the management services provided within its geographic area.
The national presence of QHR's regional offices and its staff's knowledge of
the economic, population-related and regulatory factors affecting local markets
are significant marketing assets in responding to new business opportunities.

   QHR's hospital management contracts generally have a term of three to five
years. QHR's management contract fees are based on amounts agreed upon by QHR
and the hospital's governing body, and generally are not related to the
hospital's revenues or other variables. Under QHR's hospital management
contracts, QHR is not responsible for hospital licensure, liability coverage,
capital expenditures or for other functions which are normally the
responsibility of a hospital's governing body. QHR is not responsible for
funding any hospital expenses. In providing its management services, QHR is not
considered a health care provider for hospital licensure and certificate of
need purposes. The number of management contracts terminated prior to the
agreed upon termination date has averaged approximately 16% of total hospitals
managed by QHR during each year for the two fiscal years ended June 30, 2000.
This percentage represents an increase from 10.9% for the two fiscal years
ended June 30, 1999 and the 8.3% rate reported for the two fiscal years ended
June 30, 1998. The increase in contract termination contributed to the reduced
earnings from QHR's management services business in fiscal 2000.

   QHR offers consulting and related educational and management services to
hospitals that are not part of its contract management program. QHR's
consulting services are directed at many of the operational needs of hospitals,
including accounts receivable management, health information management, human
resources, facilities design and various operational services. QHR also
provides consulting services to large, sophisticated medical institutions that
need hospital management advice for specific issues.

   We have engaged our financial advisor, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, to assist us in exploring strategic alternatives with respect to
QHR, including a possible sale. Our financial advisor has contacted a number of
parties to explore their interest in acquiring QHR and has received several
indications of interest, including from certain former members of Quorum's
board of directors. We believe that the aggregate value to be received for QHR
would be approximately $170 million. We cannot state whether any transaction
involving QHR will be reached, what the purchase price, form of consideration
and other terms and structure of any transaction would be, or when any such
transaction would occur if at all.

                                      62



   QHR contributed:

  .  $142.4 million of Quorum's $1,762.8 million net operating revenue for the
     fiscal year ended June 30, 2000 and $108.2 million of Quorum's $1,393.6
     million net operating revenue for the nine months ended March 31, 2001;
     and

  .  $29.9 million of Quorum's $288.2 million EBITDA for the fiscal year ended
     June 30, 2000, and $22.7 million of Quorum's $213.8 million EBITDA for the
     nine months ended March 31, 2001.

Employees and Medical Staff

   At May 31, 2001, we had approximately 33,500 employees, including
approximately 9,500 part-time employees, as well as approximately 600 employees
providing hospital management and consulting services. Employees at two
hospitals are currently represented by a labor union. We consider our employee
relations to be good. While our non-union hospitals experience union
organizational activity from time to time, we do not expect such efforts to
materially affect future operations. Our hospitals, like most hospitals, have
experienced labor costs rising faster than the general inflation rate,
primarily in nursing. There can be no assurance as to future availability and
cost of qualified medical personnel.

   Our hospitals are staffed by licensed physicians who have been admitted to
the medical staff of individual hospitals. With certain exceptions, physicians
generally are not employees of our hospitals. However, some physicians provide
services in our hospitals under contracts, which generally describe a term of
service, provide and establish the duties and obligations of such physicians,
require the maintenance of certain performance criteria and fix compensation
for such services. Any licensed physician may apply to be admitted to the
medical staff of any of our hospitals, but admission to the staff must be
approved by the hospital's medical staff and the appropriate governing board of
the hospital in accordance with established credentialing criteria. Members of
the medical staff of our hospitals located in areas where there are other
hospitals often also serve on the medical staff of other hospitals and may
terminate their affiliation with a hospital at any time.

Our Ethics and Compliance Program

   It is our policy that our business be conducted with integrity and in
compliance with the law. We have developed a corporate-wide ethics and
compliance program, which focuses on all areas of regulatory and policy
compliance, including physician recruitment, reimbursement and cost reporting
practices and laboratory operations.

   This ethics and compliance program is intended to assure that high standards
of conduct are maintained in the operation of our business and to help assure
that policies and procedures are implemented so that employees act in full
compliance with all applicable laws, regulations and company policies. Under
the ethics and compliance program, we provide initial and periodic legal
compliance and ethics training to every employee, review various areas of our
operations, and develop and implement policies and procedures designed to
foster compliance with the law. We regularly monitor our ongoing compliance
efforts. The program also includes a mechanism for employees to report, without
fear of retaliation, any suspected legal or ethical violations to their
supervisors or designated compliance officers in our hospitals, as well as a
national ''hotline'' to which employees can report, on an anonymous basis if
preferred, any suspected violations. We intend to integrate the compliance
program formerly operated by Quorum into ours and develop unified policies and
procedures to assure full legal compliance and maintain high standards of
business conduct.

   On April 23, 2001, in connection with the settlement of a qui tam lawsuit
against Quorum, Quorum entered into a five-year corporate integrity agreement
with the Office of the Inspector General and agreed to maintain its compliance
program in accordance with the corporate integrity agreement. Violations of the
integrity agreement could subject our hospitals formerly operated by Quorum to
substantial monetary penalties and/or exclusion from Medicare, Medicaid and
other governmental reimbursement programs. The compliance measures and
reporting

                                      63



and auditing requirements for our hospitals formerly operated by Quorum
contained in the integrity agreement include:

  .  Continuing the duties and activities of corporate compliance officers and
     committees and maintaining a written code of conduct and written policies
     and procedures;

  .  Providing general training on the compliance policy in the agreement and
     specific training for the appropriate personnel on billing, coding and
     cost report issues;

  .  Having an independent third party conduct periodic audits of inpatient DRG
     coding;

  .  Continuing a confidential disclosure program and compliance hotline and
     implementing enhanced screening to ensure ineligible employees and
     contractors are not hired;

  .  Reporting material deficiencies resulting in an overpayment by a federal
     healthcare program and probable violations of certain laws, rules and
     regulations; and

  .  Submitting annual reports to the Inspector General describing the
     operations of the Quorum corporate compliance program for the past year.

   Pursuant to the distribution agreement governing our spin-off from HCA, we
are participating with HCA in negotiating compliance agreements with the Office
of the Inspector General, including a corporate integrity agreement relating to
our hospitals.

Competition

   The hospital industry is highly competitive. We compete with other hospitals
and health care providers for patients. The competition among hospitals and
other health care providers for patients has intensified in recent years. In
some cases, competing hospitals are more established than our hospitals.
Certain of these competing facilities, particularly in our urban markets, offer
services, including extensive medical research and medical education programs,
which are not offered by our facilities. In addition, in certain of the markets
where we operate, there are large teaching hospitals which provide highly
specialized facilities, equipment and services which may not be available at
our hospitals. Although some of our hospitals are located in geographic areas
where they are currently the sole provider of general, acute care hospital
services in their communities, these hospitals also face competition from other
hospitals, including larger tertiary care centers. Despite the fact that these
competing hospitals may be as far as 30 to 50 miles away, patients in these
markets increasingly may migrate to these competing facilities as a result of
local physician referrals, managed care incentives or personal choice.

   In addition, some of the hospitals that compete with us are owned by
tax-supported governmental agencies or not-for-profit entities supported by
endowments and charitable contributions. These hospitals can make capital
expenditures without paying sales, property and income taxes. We also face
competition from other specialized care providers, including outpatient
surgery, orthopedic, oncology and diagnostic centers.

   State certificate of need laws, which place limitations on a hospital's
ability to expand hospital services and add new equipment, also may have the
effect of restricting competition. Five states in which we operate, Alabama,
Mississippi, Ohio, South Carolina and West Virginia, have certificate of need
laws ("CON laws"). The application process for approval of covered services,
facilities, changes in operations and capital expenditures in these states is,
therefore, highly competitive. In those states which have no CON laws or which
set relatively high thresholds before expenditures become reviewable by state
authorities, competition in the form of new services, facilities and capital
spending is more prevalent.

   The number and quality of the physicians on a hospital's staff is an
important factor in a hospital's competitive advantage. Physicians decide
whether a patient is admitted to the hospital and the procedures to be
performed. We believe that physicians refer patients to a hospital primarily on
the basis of the quality of services it renders to patients and physicians, the
quality of other physicians on the medical staff, the location of the hospital
and the quality of the hospital's facilities, equipment and employees.
Admitting physicians may be on the medical staff of other hospitals in addition
to those of our hospitals.

                                      64



   One element of our business strategy is expansion through the acquisition of
acute care hospitals in select markets. The competition to acquire hospitals is
significant. We intend to acquire, on a selective basis, hospitals that are
similar to those we currently own and operate. However, we may not find
suitable acquisitions that can be accomplished on terms favorable to us.

   Another major factor in the competitive position of a hospital is
management's ability to negotiate service contracts with purchasers of group
health care services, such as HMOs and PPOs, which attempt to direct and
control the use of hospital services through managed care programs and to
obtain discounts from hospitals' established charges. Employers and traditional
health insurers are also increasingly interested in containing costs through
negotiations with hospitals for managed care programs and discounts from
established charges. Generally, hospitals compete for service contracts with
group health care service purchasers on the basis of price, market reputation,
geographic location, quality and range of services, quality of the medical
staff and convenience. The importance of obtaining contracts with managed care
organizations varies from market to market depending on the market strength of
such organizations.

   QHR also faces competitive challenges in the area of management services. In
seeking management services, hospitals have a variety of alternatives.
Hospitals managed by hospital management companies represent less than 10% of
the total acute care hospitals in the United States. Most hospitals have their
own management staff. Some hospitals choose to obtain management services from
large, tertiary care facilities that create referral networks with smaller
surrounding hospitals.

Legal Proceedings

   We are, and Quorum was, from time to time, subject to claims and suits
arising in the ordinary course of business, including claims for damages for
personal injuries, breach of management contracts or for wrongful restriction
of or interference with physician's staff privileges. In certain of these
actions, plaintiffs may request punitive or other damages against us that may
not be covered by insurance. Other than as described below, we are currently
not a party to any such proceeding which, in management's opinion, would have a
material adverse effect on the business, financial condition or results of
operations of our company.

   Stockholder Class Action Lawsuit Regarding the Merger. On October 20, 2000,
a purported class action, Samuel Brand v. Colleen Conway Welch, et al., Case
No.: OCC-3066, was filed against us and members of the board of directors of
Quorum in the Circuit Court of Davidson County, Tennessee, on behalf of all
public stockholders of Quorum. The complaint alleges, among other things, that
Quorum's directors breached their fiduciary duties to Quorum and its
stockholders in agreeing to the merger at an unfair price. We believe the
claims asserted in the complaint are without merit.

   In April 2001, the parties subsequently negotiated a settlement that will
result in the dismissal of the action. The settlement is subject to a number of
conditions, including completion of definitive documentation relating to the
settlement, and Court approval.

   False Claims Act Litigation. At a meeting in September 1998, Quorum learned
from the government that the government would likely join in a lawsuit filed
against Quorum under the False Claims Act. The suit was filed in January 1993
by a former employee of a hospital managed by a Quorum subsidiary. These
lawsuits, commonly known as qui tam actions, are filed ''under seal.'' That
means that the claims are kept secret until the government decides whether to
join the case. The person who files the lawsuit is called a ''relator.'' The
government joined the case against Quorum in October 1998. The relator's
lawsuit named Quorum, QHR, HCA and all hospitals that Quorum or HCA owned,
operated or managed from 1984 through 1997, as defendants. The unsealed
complaint, prepared by the relator, alleged that Quorum knowingly prepared and
caused to be filed cost reports which claimed payments from Medicare and other
government payment programs greater than the amounts due.

                                      65



   On February 24, 1999, the government filed its own complaint in the case.
The new complaint alleged that Quorum, on behalf of hospitals it managed
between 1985 and 1995 and hospitals it owned from 1990 to the date of the
complaint, violated the False Claims Act by knowingly submitting or causing to
be submitted false Medicare cost reports, resulting in the submission of false
claims to Federal health care programs.

   The government asserted that the false claims in the cost reports are, in
part, reflected in ''reserve analyses'' created by Quorum. The complaint also
alleged that these cost report filings were prepared as the result of company
policy.

   This qui tam action sought three times the amount of damages caused to the
United States by Quorum's submission of any alleged false claims to the
government, civil penalties of not less than $5,000 nor more than $10,000 for
each claim, and the relator's attorneys' fees and costs.

   On April 23, 2001, a settlement agreement was signed and a stipulation of
dismissal was filed with the court dismissing all claims against Quorum, QHR
and the other Quorum subsidiaries named in the lawsuit. The settlement provides
for a payment of $82.5 million to the government, plus interest accruing on
$77.5 million at 7.25% per annum from October 2, 2000 and was paid on April 30,
2001 (the date on which an understanding with the government to settle this
lawsuit was reached) to the payment date. The settlement agreement also
provides, on certain conditions, for a release of all hospitals currently or
formerly managed by QHR electing to participate in the settlement.

   In connection with the settlement, Quorum entered into a corporate integrity
agreement with the Office of the Inspector General containing, among other
things, an affirmative obligation to report certain violations of applicable
laws and regulations. This obligation could result in greater scrutiny by
regulatory authorities. Complying with the corporate integrity agreement may
impose expensive and burdensome requirements on certain of our operations which
could have a material adverse impact on us. Failure to comply with the terms of
the corporate integrity agreement could subject our hospitals formerly owned by
Quorum to significant monetary penalties and/or exclusion from Medicare,
Medicaid and other governmental reimbursement programs.

   Other Qui Tam Actions and Related Investigations. In May 1998, Quorum was
informed that it was a defendant in another qui tam action involving home
health services provided by two of its owned hospitals and alleging that Quorum
had violated Medicare laws. This action was filed under seal in June 1996 by a
former employee, whom Quorum fired in April 1996. The United States Attorney's
Office allowed Quorum an opportunity to review the results of the government's
investigations and discuss the allegations made in the action prior to the
government making a decision to intervene as a plaintiff. Quorum cooperated
fully with the United States Attorney's Office and provided additional
information and made employees available for interviews.

   On October 26, 2000, Quorum completed settlement of a qui tam lawsuit which
primarily involved allegedly improper allocation of costs at Flowers Hospital,
Dothan, Alabama, to its home health agency (CV-96-P1638-S, N.D. Alabama).
Quorum paid to the government on October 26, 2000 approximately $18 million in
connection with this settlement. In addition to the settlement agreement,
Quorum entered into a five year corporate integrity agreement covering Flowers
Hospital with the Office of the Inspector General which was terminated upon the
effective date of the corporate integrity agreement entered into in connection
with the False Claims Act litigation discussed above. The government always
reserves the right to investigate and pursue other allegations made by the
relator under the complaint. However, under the settlement agreement, the
relator is prohibited from pursuing these additional allegations.

   As a result of its ongoing discussions with the government, prior to the
merger Quorum learned that there are two additional unrelated qui tam
complaints against it alleging violations of the False Claims Act for claims
allegedly submitted to the government involving one owned and two managed
hospitals. Quorum accrued $3.5 million on these items prior to the merger. Both
matters remain under seal. With respect to the matter involving

                                      66



two managed hospitals, the government has requested that Quorum conduct a self
audit with respect to one Medicare cost report for one managed hospital and
three other specific issues. The government could undertake additional
investigative efforts. The government has stated that it intends to investigate
certain other allegations. As Quorum's successor, we are also a defendant in
certain other qui tam complaints, in which the government has declined to
intervene.

   At this time we cannot take a position on how we will respond to these
matters.

   We from time to time may be the subject of additional investigations or a
party to additional litigation which alleges violations of law. We may not know
about such investigations, or about qui tam actions filed against us.

   Stockholder Class Action Regarding Securities Exchange Act of 1934. In
October and November 1998, some of Quorum's stockholders filed lawsuits against
Quorum in the U.S. District Court for the Middle District of Tennessee. In
January 1999, the court consolidated these cases into a single lawsuit (M.D.
Tenn. No. 3-98-1004). The plaintiffs filed an amended complaint in March 1999.
The plaintiffs seek to represent a class of plaintiffs who purchased Quorum's
common stock from October 25, 1995 through October 21, 1998, except for
Quorum's insiders and their immediate families. The consolidated complaint
names Quorum, several of Quorum's officers, and one of Quorum's outside
directors, as defendants.

   The complaint alleges that defendants violated the Securities Exchange Act
of 1934. The plaintiffs claim that Quorum materially inflated Quorum's net
revenues during the class period by including in those net revenues amounts
received from the settlement of cost reports that had allegedly been filed in
violation of applicable Medicare regulations years earlier and that, because of
this practice, this statement, which first appeared in Quorum's Form 10-K filed
in September 1996, was false: ''The Company believes that its owned hospitals
are in substantial compliance with current federal, state, local, and
independent review body regulations and standards.'' In May 1999, Quorum filed
a motion to dismiss the complaint. On November 13, 2000, the judge denied
Quorum's motion to dismiss the complaint against Quorum and James E. Dalton,
Jr., Quorum's President/CEO. He granted Quorum's motion to dismiss as to all
other defendants. The judge has heard oral argument on Mr. Dalton's motion to
reconsider the judge's denial of Mr. Dalton's motion to dismiss and on April
19, 2001 granted Mr. Dalton's motion to dismiss. Quorum intends to vigorously
defend the claims and allegations in this action.

   We cannot at this time predict the final effect or outcome of any of the
ongoing investigations, settlement negotiations or the class or qui tam
actions. If Quorum's hospitals are found to have violated Federal or state laws
relating to Medicare, Medicaid or other government programs, then we may be
required to pay substantial fines and civil and criminal penalties and also may
be excluded from participation in the Medicare and Medicaid programs and other
government programs. Similarly, the amount of damages sought in the qui tam
actions are or in the future may be substantial. We could be subject to
substantial costs resulting from defending, or from an adverse outcome in any
current or future investigations, administrative proceedings or litigation. In
an effort to resolve one or more of these matters, we may choose to negotiate a
settlement. Amounts we pay to settle any of these matters may be material.
Agreements we enter into as a part of any settlement could also materially
adversely affect our company. Any current or future investigations or actions
could have a material adverse effect on our results or operations or financial
position.

   Governmental Investigation of HCA and Related Litigation. HCA has been the
subject of various Federal and state investigations, qui tam actions,
shareholder derivative and class action suits filed in Federal court,
stockholder derivative actions filed in state courts, patient/payer actions and
general liability claims. These investigations, actions and claims relate to
HCA and its subsidiaries, including subsidiaries that, prior to our spin-off
from HCA, owned our facilities. See ''Risk Factors'' for more information.

   On May 18, 2000, HCA announced that it had reached an understanding with
attorneys of the Civil Division of the Department of Justice to recommend an
agreement to settle, subject to certain conditions, the civil claims actions
against HCA relating to diagnosis related group coding, outpatient laboratory
billing and home health

                                      67



issues. The understanding with the Department of Justice attorneys would
require HCA to pay $745 million in compensation to the government, with
interest accruing at a fixed rate of 6.5% per annum (beginning May 18, 2000),
and would reduce HCA's existing letter of credit agreement with the government
from $1 billion to $250 million at the time of the payment of the settlement.
On December 14, 2000, HCA announced that it had entered into a settlement
agreement with the Civil Division of the Department of Justice and that payment
of the amounts required by the settlement agreement would be made upon court
approval of the settlement. HCA also entered into a corporate integrity
agreement with the Office of Inspector General. HCA is in continuing
discussions with the government regarding civil issues relating to cost
reporting and physician relations.

   On December 14, 2000, HCA announced that it had signed an agreement with
four U.S. attorneys' offices and the Criminal Division of the Department of
Justice resolving all pending Federal criminal issues in the government's
investigation. The criminal agreement is conditioned upon entry of pleas in
Federal district court, and necessary court approvals. These agreements relate
only to conduct that was the subject of the Federal investigations resolved in
the agreements, and HCA has stated publicly that it continues to discuss
additional civil claims relating to cost reporting and physician relations with
the government.

   In addition to other claims not covered by these agreements, the government
also reserved its rights under these agreements to pursue any claims it may
have for:

  .  any civil, criminal or administrative liability under the Internal Revenue
     Code;

  .  any other criminal liability;

  .  any administrative liability, including mandatory exclusions from Federal
     health care programs;

  .  any liability to the United States (or its agencies) for any conduct other
     than the conduct covered in the government's investigation;

  .  any express or implied warranty claims or other claims for defective or
     deficient products or services, including quality of goods and services,
     provided by HCA;

  .  any claims for personal injury or property damage or for other similar
     consequential damages arising from the conduct subject to the
     investigation; and

  .  any civil or administrative claims of the United States against
     individuals.

   In addition, 14 of our current and former hospitals received notices in
early 2001 from CMS that it was re-opening for examination cost reports for
Medicare and Medicaid reimbursement filed by these hospitals for periods
between 1993 and 1998, which pre-dates our spin-off from HCA. Furthermore, two
of our hospitals formerly owned by Quorum have received such notices. HCA or
its predecessors owned our two hospitals formerly owned by Quorum during the
period covered by the notices. HCA is obligated to indemnify us for liabilities
arising out of cost reports filed during these periods.

   Furthermore, these agreements with the government do not resolve various qui
tam actions filed against HCA, or any pending state actions.

   Pursuant to the distribution agreement entered into by and among HCA and us,
HCA agreed to indemnify us for any losses (other than consequential damages)
arising from the pending governmental investigations of HCA's business
practices prior to the date of the spin-off and losses (other than
consequential damages) arising from legal proceedings, present or future,
related to the investigation or actions engaged in prior to the spin-off that
relate to the investigation. However, we could be held responsible for any
claims that are not covered by the agreements HCA reaches with the Federal
government or for which HCA is not required to, or fails to, indemnify us. In
addition, we may also be affected by the initiation of any additional
investigations against HCA in the future and the related media coverage. It is
possible that these matters could have a material adverse effect on our future
financial condition and results of operations.

                                      68



                                 REIMBURSEMENT

   Medicare. Under the Medicare program, acute care hospitals generally receive
reimbursement under a prospective payment system (''PPS'') for inpatient
hospital services. Psychiatric, long-term care, rehabilitation, specially
designated children's hospitals and certain designated cancer research
hospitals, as well as psychiatric or rehabilitation units that are distinct
parts of a hospital and meet CMS criteria for exemption, are currently exempt
from PPS and are reimbursed on a cost-based system, subject to certain cost
limits known as TEFRA limits.

   Under PPS, fixed payment amounts per inpatient discharge are established
based on the patient's assigned diagnosis related group (''DRG''). DRGs
classify treatments for illnesses according to the estimated intensity of
hospital resources necessary to furnish care for each principal diagnosis. DRG
rates have been established for each hospital participating in the Medicare
program and are based upon a statistically normal distribution of severity, are
adjusted for area wage differentials but do not consider a specific hospital's
costs. DRG rates are updated and re-calibrated annually and have been affected
by several recent Federal enactments. The index used to adjust the DRG rates,
known as the ''market basket index,'' gives consideration to the inflation
experienced by hospitals (and entities outside of the health care industry) in
purchasing goods and services. Although for several years the percentage
increases to the DRG rates have been lower than the percentage increases in the
costs of goods and services purchased by hospitals, the Benefits Improvement
Protection Act of 2000 (''BIPA'') has updated the rates hospitals receive so
that hospitals generally will receive the market basket index minus 1.1% for
discharges occurring on or after October 1, 2000 and before March 31, 2001 or
the market basket index plus 1.1% for discharges occurring on or after April 1,
2001 and before October 1, 2001. We currently estimate an additional $13.0 to
$16.0 million of reimbursement will result from BIPA. For Federal fiscal years
2002 and 2003, hospitals generally will receive the market basket index minus
0.55%. For Federal fiscal year 2004, hospitals generally will receive the full
market basket. Future legislation may decrease the rate of increase for DRG
payments, which could make it more difficult for our company to grow net
revenue and to maintain or improve our operating margin.

   Until August 1, 2000, outpatient services provided at general, acute care
hospitals typically were reimbursed by Medicare based on a fee schedule. The
Balanced Budget Act of 1997 (''BBA'') contains provisions that affect
outpatient hospital services, including a requirement that CMS adopt a PPS
system for outpatient hospital services, which became effective August 1, 2000.
We currently estimate the effect of the new payment system will reduce current
outpatient reimbursement by approximately $2.0 million annually. The fiscal
intermediaries have had some difficulties processing payments timely and
accurately under outpatient PPS. CMS identified certain information system
issues relating to the processing of payments for outpatient PPS claims. Based
on provisions of BIPA, the fee schedule is to be updated by the market basket
minus 0.8% and 1.0% for Federal fiscal years 2001 and 2002, respectively, and
market basket for Federal fiscal years 2003 and beyond. Similarly, effective
January 1, 1999, therapy services rendered by hospitals to outpatients and
inpatients not reimbursed under Medicare are reimbursed according to the
Medicare Physician fee schedule.

   Payments for Medicare skilled nursing facility services and home health
services historically have been paid based on costs, subject to certain
adjustments and limits. Although BBA mandates a PPS system for skilled nursing
facility services, home health services and inpatient rehabilitation hospital
services, BIPA has made adjustments to the PPS payments for these health care
service providers. Specifically, for skilled nursing facilities, BBA set the
annual inflation update at the market basket index minus 1.0% for 2001 and
2002. However, BIPA adjusts the update to the full market basket index in 2001
and the market basket index minus 0.5% in 2002 and 2003. In addition to the
creation of a PPS system for skilled nursing, the BBA also institutes
consolidated billing for skilled nursing facility services, under which
payments for most non-physician services for beneficiaries no longer eligible
for skilled nursing facility care will be made to the facility, regardless of
whether the item or service was furnished by the facility, by others under
arrangement, or under any other contracting or consulting arrangement.
Consolidated billing is being implemented on a transition basis. As of December
31, 2000, 18 of our hospitals operated skilled nursing facilities.

                                      69



   In addition to establishing a PPS system for home health services, BBA
requires a 15% payment reduction in payment limits to home health agencies.
However, BIPA delayed the implementation of this reduction until 2002. Prior to
the Quorum merger, Triad did not offer home health services. As of December 31,
2000, less than 2% of Quorum's revenues were derived from home health services.

   Payments to PPS-exempt hospitals and units, such as inpatient psychiatric,
rehabilitation and long-term hospital services, are based upon reasonable cost,
subject to a cost per discharge target. These limits are updated annually by a
market basket index. Significantly, BIPA increases payments to PPS-exempt
hospitals. In particular, total payments for rehabilitation hospitals in 2002
are to equal the amounts of payments that would have been made if the
rehabilitation PPS system had not been enacted and rehabilitation facilities
are able to make a one-time election before the start of the PPS to be paid
based on a fully phased-in PPS rate. In addition, BIPA increases the incentive
payments paid for inpatient psychiatric services from 2% to 3%, raises the
national cap on long term care hospital reimbursement by 2% and increases the
individual long-term care hospital target amounts by 35%.

   Currently, physicians are paid by Medicare according to the physician fee
schedule. However, physicians working in rural health clinics, such as those
maintained by us, are reimbursed for their professional and administrative
services through the rural health clinic subject to per visit limits unless the
rural health clinic is based at a rural hospital with less than 50 beds. There
are 20 rural health clinics affiliated with our hospitals.

   Medicare has special payment provisions for ''sole community hospitals.'' A
sole community hospital is generally the only hospital in at least a 35-mile
radius. Eight of our facilities qualify as sole community hospitals under
Medicare regulations. Special payment provisions related to sole community
hospitals include a higher reimbursement rate, which is based on a blend of
hospital-specific costs and the national reimbursement rate, and a 90% payment
''floor'' for capital costs which guarantees the sole community hospital
capital reimbursement equal to 90% of capital cost. In addition, the TRICARE
program has special payment provisions for hospitals recognized as sole
community hospitals for Medicare purposes.

   On November 19, 1999, Congress passed the Balanced Budget Refinement Act of
1999 (the ''Refinement Act'') to reduce certain of the perceived adverse
effects of the BBA on various health care providers. Among other things, the
Refinement Act did reduce certain outpatient PPS reimbursement reductions
proposed by CMS as a part of its implementation of a PPS for outpatient
hospital services by attempting to limit certain losses sustained through the
implementation of such system during the first three years of implementation.
The Refinement Act also provided certain reimbursement increases for certain
skilled nursing facilities, in part by allowing such facilities the option of
choosing to be reimbursed at the new Federal PPS rate for certain cost
reporting periods beginning after December 15, 1999, as opposed to the
three-year phase-in described above. We received approximately $1.0 million in
additional reimbursement from the Refinement Act in 2000 and estimate total
annual effect to be approximately $3.0 million to $4.0 million in additional
reimbursement in the future.

   Medicaid. Most state Medicaid payments are made under a PPS or under
programs which negotiate payment levels with individual hospitals. Medicaid
reimbursement is often less than a hospital's cost of services. Medicaid is
currently funded jointly by the state and the Federal governments. The Federal
government and many states are currently considering significant reductions in
the level of Medicaid funding while at the same time expanding Medicaid
benefits, which could adversely affect future levels of Medicaid reimbursement
received by our hospitals.

   Annual Cost Reports. All hospitals participating in the Medicare program,
whether paid on a reasonable cost basis or under PPS, are required to meet
certain financial reporting requirements. Federal regulations require
submission of annual cost reports covering medical costs and expenses
associated with the services provided by each hospital to Medicare
beneficiaries. Review of previously submitted annual cost reports and the cost
report preparation process are areas included in the ongoing government
investigations of HCA. The investigations,

                                      70



actions and claims affecting HCA relate to HCA and its subsidiaries, including
subsidiaries that prior to our spin-off from HCA, owned facilities now owned by
us. It is too early to predict the outcome of these investigations, but if our
company, or any of our facilities, were found to be in violation of Federal or
state laws relating to Medicare, Medicaid or similar programs, we could be
subject to substantial monetary fines, civil and criminal penalties and
exclusion from participation in the Medicare and Medicaid programs. Any such
sanctions could have a material adverse effect on our financial position and
results of operations. HCA has agreed to indemnify us in respect of losses
arising from such government investigations for the period prior to the
spin-off. See ''Business--Legal Proceedings--Governmental Investigation of HCA
and Related Litigation'' for more information regarding such arrangement.

   Annual cost reports required under the Medicare and Medicaid programs are
subject to routine audits, which may result in adjustments to the amounts
ultimately determined to be due to us under these reimbursement programs. These
audits often require several years to reach the final determination of amounts
earned under the programs. Providers also have rights of appeal, and it is
common to contest issues raised in audits of prior years' reports. Pursuant to
the terms of the distribution agreement, we will be responsible for the
Medicare, Medicaid and Blue Cross cost reports, and associated receivables and
payables, for our facilities for all periods ending after the spin-off. HCA has
agreed to indemnify us for any payments which it is required to make with
respect to the Medicare, Medicaid and Blue Cross cost reports for facilities we
operated prior to the spin-off relating to periods ending on or prior to the
spin-off and we agreed to indemnify HCA for and pay to HCA any payments
received by us relating to such cost reports under periods ending on or prior
to the spin-off.

   Managed Care. Pressures to control the cost of health care have resulted in
a 7% increase in admissions attributable to managed care payers. The percentage
of our net revenues attributable to managed care payers were 32.7% for the year
ended December 31, 1999 and 31.0% for the year ended December 31, 2000. We
expect that the trend toward increasing percentages related to managed care
payers will continue in the future. We generally receive lower payments from
managed care payers than from traditional commercial/indemnity insurers.

   Commercial Insurance. Our hospitals provide services to individuals covered
by private health care insurance. Private insurance carriers make direct
payments to such hospitals or, in some cases, reimburse their policy holders,
based upon the particular hospital's established charges and the particular
coverage provided in the insurance policy.

   Commercial insurers are continuing efforts to limit the payments for
hospital services by adopting discounted payment mechanisms, including
prospective payment or DRG based payment systems, for more inpatient and
outpatient services. To the extent that such efforts are successful and reduce
the insurers' reimbursement to hospitals for the costs of providing services to
their beneficiaries, such reduced levels of reimbursement may have a negative
impact on the operating results of our hospitals.

                                      71



                    GOVERNMENT REGULATION AND OTHER FACTORS

   Licensure, Certification and Accreditation. Health care facilities are
subject to Federal, state and local regulations relating to the adequacy of
medical care, equipment, personnel, operating policies and procedures, fire
prevention, rate-setting and compliance with building codes and environmental
protection laws. Facilities are subject to periodic inspection by governmental
and other authorities to assure continued compliance with the various standards
necessary for licensing and accreditation. All of our health care facilities
are properly licensed under appropriate state laws.

   All of the hospitals affiliated with us are certified under the Medicare and
Medicaid programs and all are accredited by the Joint Commission on
Accreditation of Healthcare Organizations ("JCAHO"). Should any facility lose
its accreditation by JCAHO, or otherwise lose its certification under the
Medicare program, the facility would be unable to receive reimbursement from
the Medicare and Medicaid programs. Our facilities are in substantial
compliance with current applicable Federal, state, local and independent review
body regulations and standards. The requirements for licensure, certification
and accreditation are subject to change and, in order to remain qualified, it
may be necessary for us to effect changes in our facilities, equipment,
personnel and services.

   Certificates of Need. The construction of new facilities, the acquisition of
existing facilities, and the addition of new beds or services may be subject to
review by state regulatory agencies under a certificate-of-need (''CON'')
program. However, we have not experienced any material adverse effects from
state CON requirements or from the imposition, elimination or relaxation of
such requirements.

   State Rate Review. The state of Arizona adopted legislation mandating rate
review for hospitals. In the aggregate, state rate review and indigent tax
provisions have not materially adversely affected our results of operations. We
are not able to predict whether any additional state rate review or indigent
tax provisions will be adopted and, accordingly, are not able to assess the
effect thereof on our results of operations or financial condition.

   Utilization Review. Federal law contains numerous provisions designed to
ensure that services rendered by hospitals to Medicare and Medicaid patients
meet professionally recognized standards, are medically necessary and that
claims for reimbursement are properly filed. These provisions include a
requirement that a sampling of admissions of Medicare and Medicaid patients
must be reviewed by peer review organizations, which review the appropriateness
of Medicare and Medicaid patient admissions and discharges, the quality of care
provided, the validity of DRG classifications and the appropriateness of cases
of extraordinary length of stay or cost. Peer review organizations may deny
payment for services provided, may assess fines and also have the authority to
recommend to the Department of Health and Human Services (''HHS'') that a
provider which is in substantial noncompliance with the standards of the peer
review organization be excluded from participation in the Medicare program.
Utilization review is also a requirement of most non-governmental managed care
organizations.

   The Federal False Claims Act and Similar State Laws. A trend affecting the
health care industry today is the increased use of the Federal False Claims
Act, and, in particular, actions being brought by individuals on the
government's behalf under the False Claims Act's qui tam, or whistleblower,
provisions. Whistleblower provisions allow private individuals to bring actions
on behalf of the government alleging that the defendant has defrauded the
Federal government.

   When a defendant is determined by a court of law to be liable under the
False Claims Act, the defendant must pay three times the actual damages
sustained by the government, plus mandatory civil penalties of between $5,000
to $10,000 for each separate false claim. Settlements entered into prior to
litigation usually involve a less severe damages methodology. There are many
potential bases for liability under the False Claims Act. Liability often
arises when an entity knowingly submits a false claim for reimbursement to the
Federal government. In

                                      72



addition, a number of states have adopted their own false claims provisions as
well as their own whistleblower provisions whereby a private party may file a
civil lawsuit in state court. From time to time, companies in the health care
industry, including our company, may be subject to actions under the False
Claims Act. For a more complete discussion of litigation brought against us
under the False Claims Act, see ''Business--Legal Proceedings--Governmental
Investigation of HCA and Related Litigation.''

   Federal and State Fraud and Abuse. Participation in the Medicare program is
heavily regulated by Federal statute and regulation. If a hospital fails
substantially to comply with the numerous conditions of participation in the
Medicare program or performs certain prohibited acts, such hospital's
participation in the Medicare program may be terminated or civil or criminal
penalties may be imposed upon it under certain provisions of the Social
Security Act. For example, the Social Security Act prohibits providers and
others from soliciting, receiving, offering or paying, directly or indirectly,
any remuneration intended to induce referrals of patients to receive goods or
services covered by a Federal health care program (the ''Anti-Kickback
Statute''). In addition to felony criminal penalties (fines of up to $25,000
and imprisonment), the Social Security Act establishes civil monetary penalties
and the sanction of excluding violators from participation in the Federal
health care programs.

   The Anti-Kickback Statute has been interpreted broadly by Federal regulators
and certain courts to prohibit the intentional payment of anything of value if
even one purpose of the payment is to influence the referral of Medicare or
Medicaid business. Therefore, many commonplace commercial arrangements between
hospitals and physicians could be considered by the government to violate the
Anti-Kickback Statute.

   As authorized by Congress, the Office of the Inspector General has published
final safe harbor regulations that outline categories of activities that are
deemed protected from prosecution under the Anti-Kickback Statute. Currently,
there are safe harbors for various activities, including, but not limited to:
investment interests, space rental, equipment rental, practitioner recruitment,
personal services and management contracts, sale of practice, discounts,
employees, investments in group practices, and ambulatory surgery centers. The
fact that conduct or a business arrangement does not fall within a safe harbor
does not automatically render the conduct or business arrangement illegal under
the Anti-Kickback Statute. The conduct and business arrangements, however, do
risk increased scrutiny by government enforcement authorities.

   We have a variety of financial relationships with physicians who refer
patients to our hospitals. We also have contracts with physicians providing for
a variety of financial arrangements, including employment contracts, leases,
and professional service agreements. We also provide financial incentives,
including loans and minimum revenue guarantees, to recruit physicians into the
communities served by our hospitals. Several of our freestanding surgery
centers have physician investors and physicians own interests in certain of our
hospitals. Some of our arrangements with physicians do not expressly meet
requirements for safe harbor protection. It cannot be assured that regulatory
authorities that enforce the Anti-Kickback Statute will not determine that any
of these arrangements violate the Anti-Kickback Statute or other Federal or
state laws.

   The Social Security Act also imposes criminal and civil penalties for
submitting false claims to Medicare and Medicaid. False claims include, but are
not limited to, billing for services not rendered, misrepresenting actual
services rendered in order to obtain higher reimbursement and cost report
fraud. Like the Anti-Kickback Statute, these provisions are very broad.
Further, the Health Insurance Portability and Accountability Act of 1996
(''HIPAA'') created civil penalties for conduct including improper coding and
billing for unnecessary goods and services. HIPAA also broadened the scope of
the fraud and abuse laws by adding several criminal provisions for health care
fraud offenses that apply to all health benefit programs.

   The Social Security Act also includes a provision commonly known as the
''Stark Law.'' This law prohibits physicians from referring Medicare and
Medicaid patients to entities with which they or any of their immediate family
members have a financial relationship if these entities provide certain
designated health services that are reimbursable by Medicare, including
inpatient and outpatient hospital services. Sanctions for violating the Stark
Law include civil money penalties up to $15,000 per prohibited service
provided, assessments equal to twice the

                                      73



dollar value of each such service provided and exclusion from the Federal
health care programs. There are a number of exceptions to the self-referral
prohibition, including an exception for a physician's ownership interest in an
entire hospital as opposed to an ownership interest in a hospital department.
There are also exceptions for many of the customary financial arrangements
between physicians and providers, including employment contracts, leases and
recruitment agreements.

   On January 4, 2001, CMS issued final regulations subject to comment intended
to clarify parts of the Stark Law and some of the exceptions to it. These
regulations are considered Phase I, of a two-phase process, with the remaining
regulations to be published at an unknown future date. Phase I of the
regulations become effective January 4, 2002, or in the case of some of the
provisions relating to home health agencies, April 6, 2001. CMS is accepting
comments on Phase I of the regulations until June 4, 2001, which may lead to
further changes. Consequently, we cannot predict the final form that these
regulations will take or the effect that they will have on our operations.

   Many of the states in which we operate also have adopted laws that prohibit
payments to physicians in exchange for referrals similar to the Anti-Kickback
Statute and the Stark Law, some of which apply regardless of the source of
payment for care. These statutes typically provide criminal and civil penalties
as well as loss of licensure. Little precedent exists for the interpretation or
enforcement of these state laws.

   Corporate Practice of Medicine. Some of the states in which we operate have
laws that prohibit corporations and other entities from employing physicians or
that prohibit certain direct and indirect payments or fee-splitting
arrangements between health care providers. In addition, some states restrict
certain business relationships between physicians and pharmacies. Possible
sanctions for violation of these restrictions include loss of a physician's
license and civil and criminal penalties. These statutes vary from state to
state, are often vague and have seldom been interpreted by the courts or
regulatory agencies. Although we exercise care to structure our arrangements
with health care providers to comply with the relevant state law, and believe
such arrangements comply with applicable laws in all material respects, there
can be no assurance that governmental officials charged with responsibility for
enforcing these laws will not assert that our company, or certain transactions
in which we are involved, are in violation of such laws, or that such laws
ultimately will be interpreted by the courts in a manner consistent with our
interpretations.

   Health Care Reform. Health care, as one of the largest industries in the
United States, continues to attract much legislative interest and public
attention. In recent years, an increasing number of legislative proposals have
been introduced or proposed in Congress and in some state legislatures that
would effect major changes in the health care system, either nationally or at
the state level. Proposals that have been considered include cost controls on
hospitals, insurance market reforms to increase the availability of group
health insurance to small businesses, patients' bill of rights and requirements
that all businesses offer health insurance coverage to their employees. The
costs of certain proposals would be funded in significant part by reductions in
payments by governmental programs, including Medicare and Medicaid, to health
care providers such as hospitals. There can be no assurance that future health
care legislation or other changes in the administration or interpretation of
governmental health care programs will not have a material adverse effect on
our business, financial condition or results of operations.

   Administrative Simplification. The Administrative Simplification Provisions
of HIPAA require the use of uniform electronic data transmission standards for
health care claims and payment transactions submitted or received
electronically. On August 17, 2000, CMS published final regulations
establishing electronic data transmission standards that all health care
providers must use when submitting or receiving certain health care
transactions electronically. Compliance with these regulations is required by
October 2002, but we cannot yet predict the impact that these final regulations
will have on us.

   HIPAA also requires CMS to adopt standards to protect the security and
privacy of health-related information. Regulations were proposed on August 12,
1998, but have not yet been finalized. However, as

                                      74



proposed, these regulations would require health care providers to implement
organizational and technical practices to protect the security of
electronically maintained or transmitted health-related information. In
addition, CMS released final regulations containing privacy standards in
December 2000 and which require compliance by February 2003. As currently
drafted, the privacy regulations will extensively regulate the use and
disclosure of individually identifiable health-related information. The
security regulations, as proposed, and the privacy regulations, if they become
effective, could impose significant costs on our facilities in order to comply
with these standards. Violations of the Administrative Simplification
provisions of HIPAA could result in civil penalties of up to $25,000 per type
of violation in each calendar year and criminal penalties of up to $250,000 per
violation.

   In addition, our facilities will continue to remain subject to any state
laws that are more restrictive than the regulations issued under HIPAA, which
vary by state and could impose additional penalties.

   Conversion Legislation. Many states have enacted or are considering enacting
laws affecting the conversion or sale of not-for-profit hospitals. These laws,
in general, include provisions relating to attorney general approval, advance
notification and community involvement. In addition, state attorneys general in
states without specific conversion legislation may exercise authority over
these transactions based upon existing law. In many states there has been an
increased interest in the oversight of not-for-profit conversions. The adoption
of conversion legislation and the increased review of not-for-profit hospital
conversions may increase the cost and difficulty or prevent the completion of
transactions with not-for-profit organizations in certain states in the future.

   Revenue Ruling 98-15. During March 1998, the IRS issued guidance regarding
the tax consequences of joint ventures between for-profit and not-for-profit
hospitals. We have not determined the impact of the tax ruling on the
development of future ventures. The tax ruling could limit future joint venture
development with not-for-profit hospitals and could influence the exercise of
''put agreements''--agreements that require the purchase of the partner's
interest in the joint venture--by our existing joint venture partner.

   Environmental Matters. We are subject to various Federal, state and local
statutes and ordinances regulating the discharge of materials into the
environment. We do not expect that we will be required to expend any material
amounts in order to comply with these laws and regulations or that compliance
will materially affect our capital expenditures, earnings or competitive
position.

   Insurance. As is typical in the health care industry, we are subject to
claims and legal actions by patients in the ordinary course of business. To
cover these claims, we maintain professional malpractice liability insurance
and general liability insurance in amounts which we believe to be sufficient
for our operations, although some claims may exceed the scope of the coverage
in effect. We also maintain umbrella coverage. At various times in the past,
the cost of malpractice and other liability insurance has risen significantly.
Therefore, there can be no assurance that such insurance will continue to be
available at reasonable prices which will allow us to maintain adequate levels
of coverage. Substantially all losses in periods prior to the spin-off are
insured through a wholly-owned insurance subsidiary of HCA and excess loss
policies maintained by HCA. HCA has agreed to indemnify us in respect of claims
covered by such insurance policies, and workers compensation claims arising
prior to the spin-off. Subsequent to the spin-off, we obtained insurance
coverage on a claims incurred basis from HCA's wholly-owned insurance
subsidiary which is subject to certain deductibles which we consider to be
reasonable.

   No reserves were recorded at December 31, 1999 because substantially all
liability for general and professional liability claims incurred prior to that
date was insured through a wholly-owned insurance subsidiary of HCA. As of
January 1, 2000, we changed our general and professional liability insurance
coverage to a self insured plan, with excess loss policies. We have a reserve
for general and professional liability risks of $9.5 million at December 31,
2000. Any losses incurred in excess of amounts maintained under such insurance
will be funded from working capital. There can be no assurance that our cash
flow will be adequate to provide for professional and general liability claims
in the future.

                                      75



                                  MANAGEMENT

Directors and Executive Officers

   The following table sets forth information regarding the individuals who are
the company's directors and executive officers.



           Name             Age Position with Triad
----                        --- -------------------
                          
James D. Shelton........... 47  Chairman of the Board, President and Chief Executive
                                Officer; Director
Michael J. Parsons......... 45  Executive Vice President and Chief Operating Officer;
                                Director
Burke W. Whitman........... 45  Executive Vice President and Chief Financial Officer
Donald P. Fay.............. 57  Executive Vice President, Secretary and General Counsel
Christopher A. Holden...... 37  Division President
Nicholas J. Marzocco....... 46  Division President
G. Wayne McAlister......... 54  Division President
William L. Anderson........ 51  Division President
Marsha D. Powers........... 47  Division President
W. Stephen Love............ 50  Senior Vice President of Finance/Controller
William R. Huston.......... 46  Senior Vice President of Finance
Thomas H. Frazier, Jr...... 44  Senior Vice President of Administration
Thomas G. Loeffler, Esq.... 54  Director
Gale E. Sayers............. 57  Director
Thomas F. Frist III........ 32  Director
Marvin T. Runyon........... 76  Director
Uwe E. Reinhardt, Ph.D..... 61  Director
Dale V. Kesler............. 62  Director
Barbara A. Durand, Ed.D.... 63  Director
Donald B. Halverstadt, M.D. 66  Director
Russell L. Carson.......... 57  Director
James E. Dalton, Jr........ 58  Director
Nancy-Ann DeParle.......... 44  Director


   Our certificate of incorporation provides that the Board of Directors will
be divided into three classes, with the classes to be as nearly equal in number
as possible. One-third will continue to serve until the 2002 annual meeting of
stockholders, one-third will continue to serve until the 2003 annual meeting of
stockholders and one-third will continue to serve until the 2004 annual meeting
of stockholders. Mr. Loeffler, Mr. Parsons, Dr. Reinhardt and Mr. Carson will
serve until the 2002 annual meeting of stockholders; Mr. Kesler, Dr. Durand,
Dr. Halverstadt and Mr. Dalton will serve until the 2003 annual meeting of
stockholders; and Mr. Runyon, Mr. Sayers, Mr. Frist, Ms. DeParle and Mr.
Shelton will serve until the 2004 annual meeting of stockholders. One class of
directors will be elected each year for a three-year term.

   James D. Shelton is the Chairman of the Board, President and Chief Executive
Officer and a Director of Triad. From January 1, 1998, through May 11, 1999, he
served as the President of the Pacific Group of HCA. Prior to that time, Mr.
Shelton served as President of the Central Group of HCA from June 1994 until
January 1, 1998; Executive Vice President of the Central Division of National
Medical Enterprises, Inc. (presently called Tenet Healthcare Corporation) from
May 1993 to June 1994; and Senior Vice President of Operations of National
Medical Enterprises, Inc. prior thereto.

   Michael J. Parsons is an Executive Vice President and Chief Operating
Officer and a Director of Triad. From January 1, 1998, through May 11, 1999, he
served as the Chief Operating Officer of the Pacific Group of HCA. Prior to
that time, Mr. Parsons served as Chief Financial Officer of the Central Group
of HCA from July

                                      76



1994 until January 1, 1998; and Chief Financial Officer of the Central Group of
National Medical Enterprises, Inc. prior thereto.

   Burke W. Whitman is an Executive Vice President, Chief Financial Officer and
Treasurer of Triad. From February 1, 1999, through May 11, 1999, he served as
Chief Financial Officer of the Pacific Group of HCA. From May 1994 until
January 31, 1999, he served as President, Chief Financial Officer, Director and
Co-founder of Deerfield Health Corporation. Prior to such time, Mr. Whitman
served as Vice President, Development and Finance of Almost Family, Inc., a
wholly-owned subsidiary of Caretenders Healthcorp.

   Donald P. Fay is an Executive Vice President, Secretary and the General
Counsel of Triad. From January 1, 1998, through May 11, 1999, he served as
Senior Vice President of the Pacific Group of HCA. Prior to that time, Mr. Fay
served as Vice President--Legal of HCA from February 1994 through December
1997, and Senior Counsel of HCA prior thereto.

   Christopher A. Holden is a Division President of Triad. From January 1,
1998, through May 11, 1999, he served as President--West Division of the
Pacific Group of HCA. Prior to such time, Mr. Holden was President of the West
Texas Division of the Central Group of HCA from September 1997 until January 1,
1998; Vice President of Administration for the Central Group of HCA from August
1994 until September 1997; and Assistant Vice President--Administration of the
Central Group of National Medical Enterprises, Inc. prior thereto.

   Nicholas J. Marzocco is a Division President of Triad. From January 1, 1998
through May 11, 1999, he served as President--East Division of the Pacific
Group of HCA. Prior to that time, Mr. Marzocco served as Chief Operating
Officer of the Louisiana Division of HCA from September 1996 until January 1,
1998; and Chief Executive Officer of North Shore Regional Medical Center (a
310-bed hospital owned by National Medical Enterprises, Inc. and located in
Slidell, Louisiana) prior thereto.

   G. Wayne McAlister is a Division President of Triad. From March 15, 1999
through May 11, 1999, he served as President--Central Division of the Pacific
Group of HCA. Prior to such time Mr. McAlister was an independent senior
hospital management consultant from June 1997 until March 15, 1999; Regional
Vice President of Paracelsus Healthcare Corporation from June 1995 until May
1997; Vice President, Operations, of Tenet Healthcare Corporation from August
1993 until May 1995; and President/Chief Operating Officer and Vice President
of Operations of Healthcare International from February 1988 until November
1992.

   William L. Anderson is a Division President of Triad. From October 1997
through April 27, 2001, he served as President, Midwest Region, for Quorum.
From September 1995 until October 1997 he served as Chief Executive Officer of
Lutheran Hospital of Indiana (a 437-bed hospital owned by Quorum and situated
in Fort Wayne, Indiana). From September 1987 until September 1995, he served as
Chief Executive Officer of Medical Center of Baton Rouge, a 371-bed hospital
then owned by Healthtrust, Inc. and situated in Baton Rouge, Louisiana.

   Marsha D. Powers is a Division President of Triad. From March 1996 through
April 27, 2001, she served as President, Southwest Region, for Quorum. From
January 1994 through March 1996 she served as Vice President,
Physician/Hospital Integration, of Quorum. From May 1989 through December 1993,
she served as Chief Executive Officer of Fort Bend Hospital (a 65-bed hospital
then owned by Epic Healthcare Group, Inc. and situated in Missouri City,
Texas).

   W. Stephen Love is a Senior Vice President of Finance and the Controller of
Triad. From March 1, 1999, through May 11, 1999, he served as Senior Vice
President of Finance/Controller of the Pacific Group of HCA. Prior to that time
he served as Senior Vice President/Corporate Chief Financial Officer-Operations
of Charter Behavioral Health Systems, L.L.C. (formerly Charter Medical System)
from December 1997 until March 1, 1999; Senior Vice President/Corporate Chief
Financial Officer of Charter Behavioral Health Systems, L.L.C. from June 1997
until December 1997; and Vice President, Financial and Hospital Operations of
Charter Medical System prior thereto.

   William R. Huston is a Senior Vice President of Finance of Triad. From
January 1999, through May 11, 1999, he served as Senior Vice President of
Finance of the Pacific Group of HCA. Prior to that time he served as Division
Chief Financial Officer of various divisions of the Central Group of HCA from
April 1995 to December 1998; and Division Chief Financial Officer of Tenet
Healthcare Corporation prior thereto.


                                      77



   Thomas H. Frazier, Jr. is a Senior Vice President of Administration of
Triad. From May 11, 1999 through April 27, 2001 he served as a Vice President
of Finance of Triad. From July 1998 through May 11, 1999 he served as a Vice
President of Finance of Pacific Group of HCA. From January 1998 through July
1998 he served as interim chief executive officer of Arizona Physicians Center
and then of Roseburg Medical Center (both facilities then owned by HCA), and
from November 1996 through January 1998 he served as chief executive officer of
a hospital development project for HCA located in Mesquite, Texas.

   Thomas G. Loeffler, Esq. has served as a Partner at the law firm of
Loeffler, Jonas and Tuggey LLP since May 1, 2001, and as a Partner at the law
firm of Arter & Hadden LLP from June 1993 until April 2001; he was an attorney
and a consultant prior thereto. Mr. Loeffler served as a member of the U.S.
Congress from 1979 to 1987. Mr. Loeffler is a Director of New Century Equity
Holdings Corp., is Chairman of the Board of Regents of the University of Texas
System and serves as a member of the Board of Directors of the University of
Texas School of Law Foundation.

   Gale E. Sayers is President and CEO of Sayers, a value-added technology
provider, which he co-founded in 1984. Mr. Sayers manages Sayers and Sayers
Enterprises, a sports marketing and public relations firm. Mr. Sayers is a
director of American Century Mutual Funds.

   Thomas F. Frist III is the Co-founder of FS Partners, LLC, an private
investment firm founded in 1994. Prior to such time, he was assistant to a
principal at Rainwater, Inc., a private investment firm.

   Marvin T. Runyon served as the 70th Postmaster General of the United States
from 1992 through 1998. Mr. Runyon was Chairman of the Board of the Tennessee
Valley Authority from 1988 to 1992 and President and Chief Executive Officer of
Nissan Motor Manufacturing Corporation U.S.A. prior thereto. Mr. Runyon is a
Director of Stamps.com and several private entities.

   Uwe E. Reinhardt, Ph.D. is the James Madison Professor of Political Economy
and Professor of Economics and Public Affairs at Princeton University. Mr.
Reinhardt is a Trustee of Duke University Health Center, H&Q Healthcare
Investors and H&Q Life Sciences Investors, a Member of the Board of the Center
for Healthcare Strategies, Inc. and a Member of the External Advisory Panel for
Health, Nutrition and Population, The World Bank.

   Dale V. Kesler served as a partner at Arthur Andersen LLP until April 1996
and as Managing Partner of Arthur Andersen's Dallas/Fort Worth office from 1983
to 1994. Mr. Kesler is a director of CellStar Corporation, Elcor Corporation,
New Millenium Homes and Resource Services, Inc.

   Barbara A. Durand, Ed.D. has served as a Professor and Dean of the Arizona
State University College of Nursing since 1993. Prior to such time, she was
Professor and Chairperson in the Department of Maternal-Nursing Rush
University, Rush-Presbyterian-St. Luke's Medical Center. Dr. Durand is a fellow
of the American Academy of Nursing.

   Donald B. Halverstadt, M.D. has served as Chief, Pediatric Urology Service,
Children's Hospital of Oklahoma, University of Oklahoma Health Science Center,
since 1967. He is also the Chairman of the University Board of Regents. Dr.
Halverstadt is a member of the corporate board of trustees of the Presbyterian
Health Foundation and the Board of Directors of Lincoln National Bank.

   Russell L. Carson served as the Chairman of the Board and a director of
Quorum from July 1989 through April 27, 2001. Since 1979, he has been a general
partner of Welsh, Carson, Anderson & Stowe, an investment firm that specializes
in the acquisition of companies in the information services and health care
industries. Mr. Carson serves on the board of directors of U.S. Oncology, Inc.,
a physician practice management company that focuses on cancer services, and
several private companies.

   James E. Dalton, Jr. served as the President, Chief Executive Officer and a
director of Quorum from May 1, 1990 through April 27, 2001. Prior to joining
Quorum, he served as Regional Vice President, Southwest Region

                                      78



for HealthTrust, Inc., division Vice President of HCA, and Regional Vice
President of HCA Management Company. Mr. Dalton is on the board of directors
and is past chairman of the Nashville Health Care Council and the Federation of
American Health Systems. He is a trustee of the American Hospital Association
and Universal Health Realty Income Trust. He also serves on the board of
directors of AmSouth Bancorporation, Select Medical Corporation, and U.S.
Oncology, Inc. Mr. Dalton is a Fellow of the American College of Healthcare
Executives.

   Nancy-Ann DeParle is a health care consultant in Washington, D.C., a Senior
Advisor to J.P. Morgan Partners LLC and an Adjunct Professor of Wharton School
of the University of Pennsylvania. Ms. DeParle serves on the Advisory Boards of
the Comptroller General; U.S. General Accounting Office and the Division of
Health Care Practice of the Harvard Center for Business and Government, and she
is a director of the Board of Health Research and Educational Trust, Guidant
Corporation, Cerner Corporation, Specialty Laboratories, Inc. and DaVita Inc.
From October 2000 through May 2001, Ms. DeParle was a joint Fellow of Harvard
University's Kennedy School of Government and Interfaculty Health Policy Forum.
From November 1997 through October 2000, Ms. DeParle served as Administrator of
the Health Care Financing Administration, now known as the Centers for Medicare
and Medicaid Services, and prior thereto served as Associate Director for
Health and Personnel at the White House Office of Management and Budget from
1993 through 1997 and as Tennessee Commissioner of Human Services from 1987
through 1989.

Committees of the Board of Directors

   The Board of Directors has a number of standing committees, including an
Executive Committee, an Audit Committee, a Compliance Committee, a Quality
Committee, a Special Operations Committee and a Compensation Committee. The
Board of Directors does not have a standing nominating committee, but rather
acts as a committee of the whole to screen candidates to be nominated for
election thereto by the stockholders or chosen to fill newly created
directorships or vacancies on the Board of Directors.

   The Executive Committee may exercise certain powers of the Board of
Directors regarding the management and direction of the business and affairs of
the company when the Board of Directors is not in session. All action taken by
the Executive Committee is reported to and reviewed by the Board of Directors.
The members of the Executive Committee are Mr. Loeffler, Mr. Kesler and Mr.
Shelton, with Mr. Shelton serving as Chair.

   The Audit Committee of the Board of Directors reviews and makes reports and
recommendations to the Board of Directors with respect to the selection of the
company and its subsidiaries' independent auditors, the arrangements for and
the scope of the audits to be performed by them and the internal audit
activities, accounting procedures and controls of the company, and reviews our
annual consolidated financial statements. The members of the Audit Committee
are Mr. Frist, Mr. Kesler and Mr. Runyon, with Mr. Kesler serving as Chair.

   The Compliance Committee of the Board of Directors monitors the adherence to
our ethics and compliance programs and our performance under the corporate
integrity agreement executed in connection with the settlement by Quorum of
certain qui tam litigation. See "Business--Our Ethics and Compliance Program."
The members of the Compliance Committee are Ms. DeParle, Dr. Halverstadt, Mr.
Kesler, and Dr. Reinhardt, with Dr. Halverstadt serving as Chair.

   The Quality Committee of the Board of Directors is responsible for reviewing
the quality of services provided to patients at various health care facilities
operated by the company's subsidiaries. The members of the Quality Committee
are Mr. Parsons, Mr. Dalton and Dr. Durand and Dr. Jim Magary, president of the
Company's National Physician Leadership Group in an ex officio capacity.

   The Compensation Committee of the Board of Directors is responsible for
approving compensation arrangements for executive management of the company,
reviewing compensation plans relating to officers, grants of options and other
benefits under our employee benefit plans and reviewing generally our employee
compensation policy. The members of the Compensation Committee are Mr. Sayers,
Mr. Carson and Mr. Loeffler, with Mr. Loeffler serving as Chair.

   The Special Operations Committee of the Board of Directors is responsible
for certain day-to-day matters under the trust indentures pertaining to the
notes and to our 11% Senior Subordinated Notes Due 2009. The members of the
Special Operations Committee are Mr. Shelton and Mr. Parsons, with Mr. Shelton
serving as Chair.

                                      79



                DESCRIPTION OF SENIOR SECURED CREDIT FACILITIES

Senior Secured Credit Facilities

   The senior secured credit facilities we entered into in connection with the
Quorum merger aggregate up to $1.2 billion. Our obligations are guaranteed by
our subsidiaries, with certain limited exceptions, and are secured by security
interests granted in all of our and our subsidiaries' personal and real
property, with certain limited exceptions. The senior secured credit facilities
consists of three term loan tranches and a revolving credit tranche.

   The term loan tranches totaling $950 million consists of:

  .  a $250 million Term Loan A maturing on approximately the sixth anniversary
     of the closing of the senior secured credit facilities;

  .  a $150 million Asset Sale Term Loan maturing on approximately the second
     anniversary of the closing; and

  .  a $550 million Term Loan B maturing on approximately the seven and
     one-half year anniversary of the closing.

   The revolving credit tranche, which includes letter of credit and swingline
subtranches, totaling up to $250 million, will mature on the sixth anniversary
of the closing of the senior secured credit facilities.

   The senior secured credit facilities, other than the Asset Sale Term Loan,
are subject to scheduled amortization as specified in the definitive loan
agreements. In addition, the senior secured credit facilities are required to
be repaid with (a) 75% of annual excess cash flow, which is defined in the
definitive loan agreement (or 50% of annual excess cash flow after the Asset
Sale Term Loan is repaid in full), for each fiscal year when the consolidated
total leverage ratio is greater than or equal to 3.25 to 1, (b) 100% of net
proceeds from any debt issuance, except for certain permitted indebtedness, (c)
100% of the net proceeds from certain asset sales, with limited exceptions as
specified in the definitive loan agreements and (d) 100% of the net proceeds
from any equity issuance (or 50% after the Asset Sale Term Loan is repaid in
full). The senior secured credit facilities may be voluntarily prepaid in whole
or in part without premium; minimum permissible prepayment amounts are
specified in the definitive loan agreements.

   The interest rate applicable to the senior secured credit facilities will
be, at our option, the alternate base rate plus a margin or the initial London
interbank offered rate or LIBOR, plus a margin. The initial alternate base rate
margin is:

  .  in the case of Revolving Loans, Term Loan A and Asset Sale Term Loan, 2%
     per annum; and

  .  in the case of Term Loan B, 2% per annum.

   The initial London interbank offered rate margin is expected to be no
greater than:

  .  in the case of Revolving Loans, Term Loan A and Asset Sale Term Loan, 3%
     per annum; and

  .  in the case of Term Loan B, 3% per annum.

   The interest rate margins on the Revolving Loans and Term Loan A and
commitment fee on the Revolving Loan are subject to reductions specified in the
definitive loan agreements.

   The credit documents evidencing the senior secured credit facilities will
contain, among other things:

  .  representations and warranties;

  .  affirmative, negative and financial covenants, including the requirement
     to enter into interest rate hedging agreements; and

                                      80



  .  events of default.

   We have also agreed to indemnify the lenders for costs, expenses and
liabilities, including fees and expenses of counsel, relating to the senior
secured credit facilities and the transactions contemplated by the credit
documents.

                                      81



                           DESCRIPTION OF THE NOTES

   You can find definitions of certain terms used in this description under the
subheading ''--Certain Definitions.'' In this description, the word ''Triad''
or the ''Company'' refers only to Triad Hospitals, Inc. and not to any of its
subsidiaries.

   The notes were issued under an indenture dated as of April 27, 2001 between
Triad and Citibank, N.A. as trustee.

   The following summary highlights certain material terms of the indenture.
Because this is a summary, it does not contain all of the information that is
included in the indenture. You should read the entire indenture, including the
definitions of certain terms used below, because it, and not this summary,
defines your rights as holders of the notes. The terms of the notes include
those stated in the indenture and those made part of the indenture by reference
to the Trust Indenture Act of 1939, as amended (the ''TIA'').

   A copy of the indenture has previously been filed with the Commission by
Triad, and the indenture is incorporated by reference into the registration
statement of which this prospectus forms part.

Brief Description of the Exchange Notes

   These notes:

  .  are our unsecured obligations;

  .  are equal in right of payment to all existing and future unsecured
     unsubordinated Indebtedness of Triad;

  .  are senior in right of payment to all Indebtedness of Triad expressly
     subordinated in right of payment to the notes;

  .  mature on May 1, 2009;

  .  bear interest at the rate of 8 3/4% per year from April 27, 2001, or from
     the most recent interest payment date to which interest has been paid or
     provided for; and

  .  are unconditionally guaranteed by the Guarantors.

Principal, Maturity and Interest

   The notes will mature on May 1, 2009. Triad will pay interest semiannually
on May 1 and November 1 every year, beginning November 1, 2001, to the Person
in whose name the note or any predecessor note is registered at the close of
business on the April 15 or October 15 next preceding such interest payment
date.

   Interest on the notes will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

   Triad will pay principal of, premium, if any, and interest on the notes at
the office of Triad in New York City maintained for such purposes, which is
currently the corporate trust office of the trustee. You may exchange your
notes or register any transfer of notes at that office as well. At the option
of Triad, interest may be paid by check mailed to the registered address of the
holder of the notes.

   The notes will be issued only in registered form without coupons, in
denominations of $1,000 and integral multiples of $1,000. No service charge
will be made for any registration of transfer or exchange or redemption of
notes, but Triad may require payment of an amount sufficient to cover any tax
or other governmental charge that may be imposed in connection therewith.

                                      82



Redemption

   Optional Redemption. Triad may, at its option, redeem all or any portion of
the notes at the following redemption prices, expressed as percentages of their
principal amounts, at any time on or after May 1, 2005, if redeemed during the
twelve-month period beginning on May 1 of the year set forth below, plus, in
each case, any accrued and unpaid interest:



     Redemption
Year   Price
---- ----------
  
2005  104.375%
2006  102.917%
2007  101.458%
2008  100.000%


   Optional Redemption upon Qualified Equity Offerings. At any time and from
time to time prior to May 1, 2004, Triad may use the net proceeds of one or
more Qualified Equity Offerings to redeem up to 35% of the aggregate principal
amount of the notes originally issued at a redemption price equal to 108.75% of
the principal amount thereof, plus accrued interest, if any, to the date of
redemption; provided:

    (1)at least 65% of the aggregate principal amount of the notes originally
       issued plus 65% of the aggregate principal amount of any notes issued
       pursuant to a supplemental indenture remains outstanding after the
       redemption; and

    (2)the redemption occurs within 60 days of the closing of the Qualified
       Equity Offering.

Selection and Notice of Redemption

   If less than all the notes are to be redeemed at any time, the trustee will
select the particular notes to be redeemed not more than 60 days prior to the
redemption date by such method as the trustee will deem fair and appropriate.
No notes of a principal amount of $1,000 or less shall be redeemed in part.
Notice of redemption will be mailed by first-class mail, at least 30 but not
more than 60 days before the redemption date, to each holder of notes to be
redeemed at its registered address. On and after the redemption date, interest
will cease to accrue on notes or portions of notes called for redemption.

Sinking Fund

   The notes will not be entitled to the benefit of any sinking fund.

Note Guarantees

   Except as described below, Triad shall cause each of its domestic Restricted
Subsidiaries, including any domestic Restricted Subsidiary which becomes a
Restricted Subsidiary after the date of the Indenture, to become a Guarantor
under the Indenture and shall cause each such domestic Restricted Subsidiary to
(a) execute and deliver to the Trustee a supplemental indenture in form
reasonably satisfactory to the Trustee pursuant to which such Restricted
Subsidiary shall unconditionally guarantee all of Triad's obligations under the
notes and the indenture on the terms set forth in the Indenture and (b) deliver
to the Trustee an Opinion of Counsel that such supplemental indenture has been
duly authorized, executed and delivered by such Restricted Subsidiary and
constitutes a legal, valid, binding and enforceable obligation of such
Restricted Subsidiary, subject to normal exceptions; provided, however, that so
long as no Default then exists or would arise therefrom, Triad may, by an
Officers' Certificate delivered to the Trustee, designate any non-wholly-owned
domestic Restricted Subsidiary as being exempted from the requirements of this
Section (each such Restricted Subsidiary in respect of which such exemption is
then in effect, an ''Exempt Subsidiary''), if at the date of the giving such
notice the total consolidated assets of such Restricted Subsidiary and each
other Exempt Subsidiary (calculated on the date of the giving of such notice in
accordance with GAAP on a consolidated basis for such proposed Exempt
Subsidiary

                                      83



and all other Exempt Subsidiaries) does not exceed 20% of Total Assets of Triad
on the date of the giving of such notice (and upon delivery of such Officers'
Certificate to the Trustee such Restricted Subsidiary shall thereupon be so
exempted); provided, further, however, that no such designation shall be
effective (and any such effective designation shall be automatically rescinded
and annulled) if such Restricted Subsidiary is then, directly or indirectly, an
obligor (whether by guarantee, assumption or any other manner of becoming
liable in respect of any Indebtedness) in respect of Indebtedness which, when
added to the Indebtedness (other than Redeemable Capital Stock issued in the
ordinary course of business (i) that existed prior to the Merger Date or (ii)
in an amount not to exceed $10.0 million since the Merger Date) of all other
Exempt Subsidiaries, exceeds in the aggregate $10.0 million at any time
outstanding. Thereafter, such Restricted Subsidiary shall be a Guarantor for
all purposes of the Indenture.

   The Guarantors jointly and severally guarantee Triad's obligations under the
notes on an unsecured senior basis. Each guarantee will be equal in right of
payment to all existing and future unsecured unsubordinated Indebtedness of
each guarantor and senior in right of payment to all Indebtedness of each
guarantor expressly subordinated in right of payment to the notes. The
obligations of each guarantor under its guarantee will be limited as necessary
to prevent that guarantee from constituting a fraudulent conveyance or
fraudulent transfer under applicable law.

   Each guarantor that makes a payment or distribution of more than its
proportionate share under a guarantee shall be entitled to a contribution from
each other such guarantor which has not paid its proportionate share of such
payment or distribution.

   Under certain circumstances, Triad will be able to designate current or
future subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries
will not be subject to the restrictive covenants set forth in the indenture.

   The indenture provides that so long as no Default exists or would exist, the
note guarantee issued by any note guarantor and any Liens securing such
guarantee shall be automatically and unconditionally released and discharged
upon:

      (a) any sale, exchange or transfer to any Person that is not an Affiliate
   of Triad of all of Triad's Capital Stock in, or all or substantially all of
   the assets of, such guarantor, which transaction is otherwise in compliance
   with the indenture; or

      (b)  the designation of such Restricted Subsidiary as an Unrestricted
   Subsidiary or Exempt Subsidiary in accordance with the terms of the
   indenture.

Ranking

   The notes will be general unsecured obligations of Triad. The notes will
rank senior in right of payment to all existing and future obligations of Triad
that are, by their terms, expressly subordinated in right of payment to the
notes and pari passu in right of payment with all existing and future unsecured
obligations of Triad that are not so subordinated. Each guarantee will be a
general unsecured obligation of the guarantor thereof and will rank senior in
right of payment to all existing and future obligations of such guarantor that
are, by their terms, expressly subordinated in right of payment to such
guarantee and pari passu in right of payment with all existing and future
unsecured obligations of such guarantor that are not so subordinated.

   The notes and each guarantee will be effectively subordinated to secured
Indebtedness of Triad and the applicable guarantor to the extent of the value
of the assets securing such Indebtedness. The senior secured credit agreement
will be secured by and will have a negative pledge on substantially all of the
assets of Triad.

   The notes will also be effectively subordinated to all existing and future
obligations (including Indebtedness) of any Unrestricted Subsidiaries and
Exempt Subsidiaries. Claims of creditors of these subsidiaries, including trade
creditors, will generally have priority as to the assets of these subsidiaries
over the claims of Triad and the holders of Triad's Indebtedness, including the
notes.

                                      84



   At March 31, 2001, on a pro forma basis, after giving effect to the private
offering of notes, the senior secured credit facility and the Transactions:

      (a) outstanding senior Indebtedness of Triad would have been
   approximately $1.8 billion, of which $600.0 million would have been
   unsecured, $1,031.1 million would have been drawn and $168.9 million would
   have been undrawn borrowings available under the senior secured credit
   agreement; and

      (b) Restricted Subsidiaries would have had approximately $169.4 million
   of indebtedness and other obligations, including trade payables and lease
   obligations and excluding the guarantees of the notes and our senior
   subordinated notes.

   Although the indenture limits the amount of Indebtedness that Triad and its
Restricted Subsidiaries may incur, such Indebtedness may be substantial and
some of it may be secured Indebtedness.

Certain Covenants

  Limitation on Indebtedness

   Other than Permitted Indebtedness, Triad will not, and will not permit any
of its Restricted Subsidiaries to, create, issue, assume, guarantee or in any
manner become directly or indirectly liable for the payment of, or otherwise
incur (collectively, ''incur''), any Indebtedness, including any Acquired
Indebtedness. However, if no Default or Event of Default has occurred and is
continuing, Triad or any guarantor may incur Indebtedness, including Acquired
Indebtedness, if at the time of the incurrence of such Indebtedness, the
Consolidated Fixed Charge Coverage Ratio of Triad would have been at least 2.25
to 1 for the four full fiscal quarters immediately preceding the incurrence of
such Indebtedness, taken as one period, after giving pro forma effect to:

      (1) the incurrence of such Indebtedness and, if applicable, the
   application of the net proceeds from the Indebtedness, including to
   refinance other Indebtedness, as if such Indebtedness was incurred, and the
   application of such proceeds occurred, on the first day of such four-quarter
   period;

      (2) the incurrence, repayment or retirement of any other Indebtedness by
   Triad and its Restricted Subsidiaries since the first day of such
   four-quarter period as if such Indebtedness was incurred, repaid or retired
   on the first day of such four-quarter period, except that, in making such
   computation, the amount of Indebtedness under any revolving credit facility
   shall be computed based upon the average daily balance of such Indebtedness
   during such four-quarter period; and

      (3) the acquisition, whether by purchase, merger or otherwise, or
   disposition, whether by sale, merger or otherwise, of any company, entity or
   business, including, without limitation, a Hospital, acquired or disposed of
   by Triad or its Restricted Subsidiaries, as the case may be, since the first
   day of such four-quarter period, as if such acquisition or disposition
   occurred on the first day of such four-quarter period.

   For purposes of determining compliance with this covenant, in the event that
an item of proposed Indebtedness meets the criteria of more than one of the
categories described in clauses (a) through (n) of the definition of Permitted
Indebtedness as of the date of incurrence thereof or is entitled to be incurred
pursuant to the first paragraph of this covenant as of the date of incurrence
thereof, Triad may, in its sole discretion, classify or reclassify such item of
Indebtedness in any manner that complies with this covenant; provided however,
that Indebtedness under the senior secured credit agreement outstanding on the
date on which the notes are first issued shall always be deemed incurred and
outstanding under clause (a) of the definition of Permitted Indebtedness and
Triad may not change the classification of such Indebtedness.

   For purposes of this covenant:

      (1) accrual of interest, the accretion of accreted value and the payment
   of interest in the form of additional Indebtedness will not be deemed to be
   an incurrence of Indebtedness; and

                                      85



      (2) the payment of dividends on Redeemable Capital Stock in the form of
   additional shares of the same class of Redeemable Capital Stock will not be
   deemed an issuance of Redeemable Capital Stock.

  Limitation on Restricted Payments

   (a) Triad will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, take any of the following actions:

      (1) declare or pay any dividend on, or make any distribution to direct or
   indirect holders of, any shares of the Capital Stock of Triad, other than
   dividends or distributions payable solely in shares of Qualified Capital
   Stock of Triad or options, warrants or other rights to acquire such shares
   of Qualified Capital Stock;

      (2) purchase, redeem or otherwise acquire or retire for value any shares
   of Capital Stock of Triad or any Affiliate of Triad, or any options,
   warrants or other rights to acquire such shares of Capital Stock other than
   any Capital Stock owned by Triad or any wholly owned Restricted Subsidiary;

      (3) declare or pay any dividend, or make any distribution to holders of,
   any shares of Capital Stock of any Restricted Subsidiary, other than to
   Triad or any of its wholly owned Restricted Subsidiaries or to all holders
   of Capital Stock of such Restricted Subsidiary on a pro rata basis;

      (4) make any principal payment on, or repurchase, redeem, defease or
   otherwise acquire or retire for value, prior to any scheduled principal
   payment, sinking fund payment or maturity, any Indebtedness of Triad or any
   guarantor or any guarantee of the notes that is subordinate in right of
   payment to the notes; or

      (5) make any Investment, other than any Permitted Investment, in any
   Person.

All such payments and other actions described in clauses (1) through (5) (other
than any exception thereof) are collectively referred to as ''Restricted
Payments.''

   However, Triad or a Restricted Subsidiary may make a Restricted Payment if,
at the time of and immediately after giving effect to, such Restricted Payment:

      (A) no Default or Event of Default shall have occurred and be continuing;

      (B) Triad would, after giving pro forma effect to such Restricted Payment
   as if it had been made at the beginning of the applicable four-quarter
   period, have been permitted to incur at least $1.00 of additional
   Indebtedness, other than Permitted Indebtedness, pursuant to the
   ''Limitation on Indebtedness'' covenant; and

      (C) the aggregate amount of all Restricted Payments (as defined both
   herein and in the Existing Indenture for purposes of calculating this clause
   (c), other than any Restricted Payment under the Existing Indenture which
   would not pursuant to the terms of the Existing Indenture be included in the
   aggregate amount of Restricted Payments), including proposed Restricted
   Payments, made after the date of the Existing Indenture shall not exceed the
   sum of:

          (1) 50% of the cumulative Consolidated Adjusted Net Income, or if
       such cumulative Consolidated Adjusted Net Income shall be a loss, minus
       100% of such loss, of Triad accrued during the period beginning on the
       first day of Triad's first fiscal quarter after the date of the Existing
       Indenture and ending on the last day of Triad's last fiscal quarter
       ending prior to the date of such proposed Restricted Payment; plus

          (2) 100% of the aggregate net cash proceeds received after the date
       of the Existing Indenture by Triad from the issuance or sale, other than
       to any Restricted Subsidiary, of shares of Qualified Capital Stock of
       Triad, including upon the exercise of options, warrants or rights, or
       warrants, options or rights to purchase shares of Qualified Capital
       Stock of Triad; plus

          (3) the aggregate net cash proceeds received after the date of the
       Existing Indenture by Triad from the issuance or sale, other than to any
       Restricted Subsidiary, of debt securities or Redeemable Capital

                                      86



       Stock that have been converted into or exchanged for Qualified Capital
       Stock of Triad, to the extent such securities were originally sold for
       cash, together with the aggregate net cash proceeds received by Triad at
       the time of such conversion or exchange; plus

          (4) without duplication of any amounts included in clause (C)(1)
       above, to the extent that any Investment constituting a Restricted
       Payment that was made after the date of the Existing Indenture is sold
       or is otherwise liquidated or repaid, an amount equal to the lesser of:

             (x) the cash proceeds with respect to such Investment, less the
          cost of the disposition of such Investment and net of taxes, and

             (y) the initial amount of such Investment; plus

          (5) without duplication, an amount equal to the sum of

             (x) the net reduction in Investments (other than Permitted
          Investments) in Unrestricted Subsidiaries or Exempt Subsidiaries
          resulting from cash dividends, repayments of loans or advances or
          other transfers of assets, in each case to Triad or any Restricted
          Subsidiary from Unrestricted Subsidiaries or Exempt Subsidiaries,
          plus

             (y) the portion, proportionate to Triad's equity interest in such
          subsidiary, of the fair market value of the net assets of an
          Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
          designated a Restricted Subsidiary, in each case since January 1,
          1999;

       provided, however, that the sum of clauses (5)(x) and (5)(y) above shall
       not exceed, in the case of any Unrestricted Subsidiary, the amount of
       Investments previously made by Triad or any Restricted Subsidiary in
       such Unrestricted Subsidiary; plus

          (6) other Restricted Payments in an aggregate amount not to exceed
       $20.0 million.

   (b) So long as, with respect to clauses (2), (3), (4), (5), (6) and (8)
below, no Default or Event of Default has occurred and is continuing or would
be caused thereby, the preceding provision will not prohibit:

      (1) the payment of any dividend within 60 days after the date of
   declaration thereof, if at such date of declaration such payment would have
   complied with the provisions of paragraph (a) above;

      (2) the acquisition of any shares of Capital Stock of Triad either:

          (x) in exchange for, shares of Qualified Capital Stock of Triad; or

          (y) out of the net cash proceeds of a substantially concurrent
       issuance and sale, other than to a Restricted Subsidiary, of shares of
       Qualified Capital Stock of Triad;

      (3) the acquisition of any Indebtedness that is subordinate to the notes
   either:

          (x) in exchange for shares of Qualified Capital Stock of Triad; or

          (y) out of the net cash proceeds of a substantially concurrent
       issuance and sale, other than to a Restricted Subsidiary, of, shares of
       Qualified Capital Stock of Triad;

      (4) the purchase of any Indebtedness that is subordinate to the notes at
   a purchase price no greater than 101% of the principal amount thereof in the
   event of a Change in Control in accordance with provisions similar to the
   ''Purchase of Notes upon a Change in Control'' covenant; provided that prior
   to such purchase Triad has made the Change in Control Offer as provided in
   such covenant and has purchased all notes validly tendered for payment in
   connection with such Change in Control Offer;

      (5) the purchase of any Indebtedness that is subordinate to the notes
   from Net Cash Proceeds to the extent permitted by the ''Limitation on Sale
   of Assets'' covenant; provided, however, that such purchase will be excluded
   in subsequent calculations in the amount of Restricted Payments;

                                      87



      (6) the acquisition or retirement for value of any Indebtedness that is
   subordinate to the notes, other than Redeemable Capital Stock, in exchange
   for, or out of the Net Cash Proceeds of a substantially concurrent
   incurrence, other than to a Restricted Subsidiary, of, new Indebtedness that
   is subordinate to the notes so long as:

          (x) the principal amount of such new subordinated Indebtedness does
       not exceed the principal amount, or, if such subordinated Indebtedness
       being refinanced provides for an amount less than the principal amount
       thereof to be due and payable upon a declaration of acceleration
       thereof, such lesser amount as of the date of determination, of

             (A) the Indebtedness being so purchased, redeemed, defeased,
          acquired or retired, plus

             (B) the lesser of the amount of any premium required to be paid in
          connection with such refinancing pursuant to the terms of the
          Indebtedness as refinanced or the amount of any premium reasonably
          determined as necessary to accomplish such refinancing, plus,

             (C) in either case, the amount of reasonable expenses of Triad
          incurred in connection with such refinancing, and

          (y) such new subordinated Indebtedness is subordinated to the notes
       to the same extent as such Indebtedness so purchased, redeemed,
       defeased, acquired or retired, and

          (z) such new Indebtedness has an Average Life longer than the Average
       Life of the notes and a final stated maturity date of principal later
       than the final stated maturity date of principal of the notes;

      (7) repurchases by Triad of its Capital Stock pursuant to any
   stockholder's agreement, management equity subscription plan or agreement,
   stock option plan or agreement or employee benefit plan of Triad, in an
   aggregate amount not to exceed $2.0 million in any fiscal year, with any
   unused amounts in any fiscal year being carried over to the next fiscal
   year;

      (8) the redemption, repurchase, acquisition or retirement of equity
   interests in any Restricted Subsidiary or any Permitted Joint Venture of
   Triad or a Restricted Subsidiary; provided that if Triad or any Restricted
   Subsidiary incurs Indebtedness in connection with such redemption,
   repurchase, acquisition or retirement, after giving effect to such
   incurrence and such redemption, repurchase, acquisition or retirement, Triad
   would have been permitted to incur $1.00 of additional Indebtedness pursuant
   to the first paragraph of ''--Limitation on Indebtedness'' above;

      (9) transactions contemplated by the Transactions; and

      (10) the prepayment or conversion of not more than $8.0 million of the 6%
   Convertible Subordinated Debentures Due 2009 of Quorum Health Group, Inc. in
   accordance with the terms thereof.

   The actions described in clauses (1), (2), (3) and (7), to the extent not
related to the ESOP, shall be Restricted Payments that shall be permitted to be
taken in accordance with this paragraph (b) but shall reduce the amount that
would otherwise be available for Restricted Payments under paragraph (a) above.
The actions described in all other clauses of this paragraph (b), including
without limitation clause (7) to the extent related to the ESOP, shall be
Restricted Payments that shall be permitted to be taken in accordance with this
paragraph (b), but shall not reduce the amount that would otherwise be
available for Restricted Payments under paragraph (a).

   The amount of all Restricted Payments other than cash shall be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by Triad or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined in good
faith by the board of directors of Triad or such Restricted Subsidiary, as
applicable, whose determination with respect thereto shall be conclusive. If
Triad or a Restricted Subsidiary makes a Restricted Payment which, at the time
of the making of such Restricted Payment would in the good faith determination
of Triad be permitted under the provisions of the indenture, such Restricted
Payment

                                      88



shall be deemed to have been made in compliance with the indenture
notwithstanding any subsequent adjustments made in good faith to Triad's
financial statements affecting Consolidated Adjusted Net Income of Triad for
any period.

  Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries

   Triad will not permit:

      (1) any Restricted Subsidiary to issue any Capital Stock, other than to
   Triad or a wholly owned Restricted Subsidiary; and

      (2) any Person, other than Triad or a wholly owned Restricted Subsidiary,
   to own any Capital Stock of any Restricted Subsidiary;

  provided, however, that this covenant shall not prohibit:

      (a) the issuance or any sale, transfer, lease, conveyance, or other
   disposition of all, but not less than all, of the issued and outstanding
   Capital Stock of any Restricted Subsidiary owned by Triad or any of its
   Restricted Subsidiaries in compliance with the other provisions of the
   indenture, so long as the Net Cash Proceeds, if any, from such sale,
   transfer, lease, conveyance or other disposition is applied in accordance
   with the ''Limitation on Sale of Assets'' covenant;

      (b) the ownership by other Persons of Qualified Capital Stock issued
   prior to the time such Restricted Subsidiary became a subsidiary of Triad
   that was neither issued in contemplation of such subsidiary becoming a
   subsidiary nor acquired at that time;

      (c) the ownership by directors of director qualifying shares or the
   ownership by foreign nationals of Capital Stock of any Restricted
   Subsidiary, to the extent mandated by applicable law;

      (d) arrangements existing on the original issuance date of the notes;

      (e) any issuance, sale or other disposition of Capital Stock, other than
   preferred stock, of a Restricted Subsidiary if, immediately after giving
   effect thereto, such Restricted Subsidiary would remain a Restricted
   Subsidiary; or

      (f) any issuance, sale or other disposition of Capital Stock of a
   Restricted Subsidiary if, immediately after giving effect thereto, such
   Person would no longer constitute a Restricted Subsidiary and any Investment
   in such Person remaining after giving effect thereto would have been
   permitted to be made, and shall be deemed to have been made, under the
   ''Limitation on Restricted Payments'' covenant on the date of such issuance,
   sale or other disposition.

  Limitation on Transactions with Affiliates

   Triad will not, and will not permit any Restricted Subsidiary to, directly
or indirectly, enter into, amend or permit to exist any agreement, loan
advance, guarantee or other transaction or series of related transactions,
including, without limitation, the sale, purchase, exchange or lease of assets,
property or services, with, or for the benefit of, any Affiliate of Triad or
any Restricted Subsidiary, other than Triad or a Restricted Subsidiary, unless:

      (1) such transaction or series of transactions are on terms that are no
   less favorable to Triad or such Restricted Subsidiary, as the case may be,
   than would have been able to be obtained at such time in a comparable
   transaction on an arm's-length basis with an unrelated third-party;

      (2) with respect to any transaction or series of related transactions
   involving aggregate consideration equal to or greater than $5.0 million
   Triad has delivered to the trustee an officers' certificate certifying that
   such transaction or series of transactions complies with clause (1) above
   and such transaction or series of related transactions shall have been
   approved by the Board of Directors of Triad, including a majority of the
   disinterested directors of Triad; and

                                      89



      (3) with respect to any transaction or series of related transactions
   involving aggregate consideration equal to or greater than $20.0 million,
   Triad has obtained a written opinion as to the fairness to Triad or such
   Restricted Subsidiary of such transaction or series of related transactions,
   from a financial point of view.

   The restrictions set forth in the above paragraph shall not apply to:

      (a) reasonable and customary directors' fees, indemnification and similar
   arrangements, consulting fees, employee salaries, bonuses or employment
   agreements, compensation or employee benefit arrangements and incentive
   arrangements with any officer, director or employee of Triad or a Restricted
   Subsidiary entered into in the ordinary course of business;

      (b) any transactions made in compliance with the ''Limitation on
   Restricted Payments'' covenant;

      (c) loans and advances to officers, directors and employees of Triad or
   any Restricted Subsidiary in the ordinary course of business of Triad or any
   Restricted Subsidiary not exceeding $25.0 million in the aggregate
   outstanding at any time; or

      (d) any transactions made in accordance with and pursuant to the
   Transaction Agreements.

  Limitations on Liens

   (1) Triad will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create or permit to exist any Lien securing
Indebtedness of Triad that ranks pari passu in right of payment with the notes
or Indebtedness of Triad that is subordinate to the notes upon or against any
of its property or assets including any shares of stock or Indebtedness of any
Restricted Subsidiary or any proceeds therefrom, or assign or otherwise convey
any right to receive income thereon, unless:

      (a) in the case of any Lien securing Indebtedness of Triad that ranks
   pari passu in right of payment with the notes, the notes are secured by a
   Lien on such property, assets or proceeds that is senior in priority to or
   pari passu with such Lien; and

      (b) in the case of any Lien securing Indebtedness of Triad that is
   subordinate to the notes, the notes are secured by a Lien on such property,
   assets or proceeds that is senior in priority to such Lien;

  provided, however, that the preceding restrictions will not apply to
  Permitted Liens.

   (2) Triad will not permit any guarantor to, directly or indirectly, create,
or permit to exist any Lien securing Indebtedness of such guarantor that ranks
pari passu in right of payment with the notes guarantee or Indebtedness of such
guarantor that is subordinate to the notes guarantee or with respect to such
Restricted Subsidiary's properties or assets, including any shares of stock or
Indebtedness of any subsidiary or such guarantor, or any proceeds therefrom, or
assign or otherwise convey any right to receive income thereon, unless:

      (a) in the case of any Lien securing Indebtedness of the guarantor that
   ranks pari passu in right of payment to the notes guarantee, the note
   guarantee of such guarantor is secured by a Lien or such property, assets or
   proceeds that is senior in priority to or pari passu with such Lien; and

      (b) in the case of any Lien securing Indebtedness of such guarantor that
   is subordinate to such guarantor's note guarantee, the note guarantee of
   such guarantor is secured by a Lien on such property, assets or proceeds
   that is senior in priority to such Lien; provided, however, that the
   preceding restrictions will not apply to Permitted Liens.

  Purchase of Notes upon a Change in Control

   If a Change in Control occurs, each holder of notes will have the right to
require Triad to repurchase all or any part of that holder's notes pursuant to
the offer described below (the ''Change of Control Offer''), at a purchase
price in cash equal to 101% of the aggregate principal amount of notes
purchased, plus accrued and unpaid interest thereon, if any, to the date of
purchase.

                                      90



   Within 30 days following any Change in Control, Triad will notify the
trustee thereof and give written notice of the Change in Control to each holder
of notes by first-class mail, describing the transaction or transactions that
constitute the Change in Control and stating, among other things:

      (1) the Change in Control purchase price and the purchase date, which
   must be a business day no earlier than 30 days nor more than 60 days from
   the date such notice is mailed, other than as may be required by law;

      (2) that any note not tendered will continue to accrue interest;

      (3) that, unless Triad defaults in the payment of the Change in Control
   purchase price, any notes accepted for payment pursuant to the Change in
   Control Offer shall cease to accrue interest after the Change in Control
   purchase date; and

      (4) the procedures that a holder of notes must follow to accept a Change
   in Control Offer or to withdraw such acceptance.

   On the Change in Control purchase date, Triad will, to the extent lawful:

      (1) accept for payment all notes or portions of notes properly tendered
   pursuant to the Change in Control Offer;

      (2) deposit with the paying agent an amount equal to the Change in
   Control purchase price in respect of all notes or portions of notes so
   tendered; and

      (3) deliver or cause to be delivered to the trustee the notes so accepted
   together with an officers' certificate stating the aggregate principal
   amount of notes or portions of notes being purchased by Triad.

   The paying agent will promptly mail to each holder of notes so tendered the
Change in Control purchase price for such notes, and the trustee will promptly
authenticate and mail, or cause to be transferred by book entry, to each holder
a new note equal in principal amount to any unpurchased portion of the notes
surrendered, provided that each such new note will be issued in an original
principal amount in denominations of $1,000 or an integral multiple thereof.

   Within 90 days following any Change in Control, but prior to the repurchase
of notes as provided above, Triad will either repay all outstanding
Indebtedness under the senior secured credit agreement or obtain the requisite
consents, if any, under all agreements governing Indebtedness under the senior
secured credit agreement to permit the repurchase of notes as provided above.
If a Change of Control Offer is made, there can be no assurance that Triad will
have available funds sufficient to pay for all or any of the notes that might
be delivered by holders seeking to accept the Change of Control Offer.

   Triad will publicly announce the results of the Change in Control Offer on
or as soon as practicable after the Change of Control purchase date. Triad
shall not be required to make a Change in Control Offer upon a Change in
Control if a third party makes the Change in Control Offer in compliance with
the Change in Control Offer requirements and purchases all notes validly
tendered under such Change in Control Offer.

   The Change in Control provisions described above will be applicable whether
or not any other provisions of the indenture are applicable. Except as
described above with respect to a Change in Control, the indenture does not
contain provisions that permit the holders of the notes to require Triad to
repurchase or redeem the notes in the event of a takeover, recapitalization or
similar transaction.

   The senior secured credit agreement prohibits Triad from purchasing any
notes following a Change in Control and provides that certain Change in Control
events with respect to Triad would constitute a default under such agreements.
If a Change in Control occurs at a time when Triad is prohibited from
purchasing notes, Triad could seek the consent of its lenders to the purchase
of notes or could attempt to refinance the borrowings that

                                      91



contain such prohibition. If Triad does not obtain such a consent or repay such
borrowings, Triad will remain prohibited from purchasing notes. Triad's failure
to purchase tendered notes following a Change in Control would constitute an
Event of Default under the indenture which, in turn, would constitute a default
under the senior secured credit agreement. One of the events which constitutes
a Change in Control under the indenture is the disposition of ''all or
substantially all'' of Triad's assets. With respect to the disposition of
property or assets, the phrase ''all or substantially all'' as used in the
indenture varies according to the facts and circumstances of the subject
transaction, has no clearly established meaning under relevant law and is
subject to judicial interpretation. Accordingly, in certain circumstances,
there may be a degree of uncertainty in ascertaining whether a particular
transaction would involve a disposition of ''all or substantially all'' of the
property or assets of an entity, and therefore it may be unclear whether a
Change in Control has occurred and whether Triad is required to make a Change
in Control Offer.

   The existence of a holder's right to require Triad to purchase such holder's
notes upon a Change in Control may deter a third party from acquiring Triad in
a transaction that constitutes a Change in Control.

   Triad will comply with the applicable tender offer rules, including Rule
14e-1 under the Exchange Act, and any other applicable securities laws and
resolutions in connection with a Change in Control Offer.

  Limitation on Sale of Assets

   (a) Triad will not, and will not permit any of its Restricted Subsidiaries
to, engage in any Asset Sale unless:

      (1) Triad or the Restricted Subsidiary, as the case may be, receives
   consideration at the time of such Asset Sale at least equal to the fair
   market value of the assets sold; and

      (2) at least 75% of such consideration is in the form of cash or Cash
   Equivalents or Replacement Assets.

   For purposes of this provision each of the following shall be deemed to be
cash:

      (A) Indebtedness, other than subordinated Indebtedness, of Triad or a
   Restricted Subsidiary that is assumed by the transferee in such Asset Sale
   and from which Triad and the Restricted Subsidiaries are fully released; and

      (B) notes, securities or other similar obligations received by Triad or
   any Restricted Subsidiary from such transferee that are converted into cash
   within 30 days of the related Asset Sale by Triad or the Restricted
   Subsidiaries to the extent of the cash received in the conversion.

   Notwithstanding the foregoing, the 75% limitation referred to in clause (2)
will not apply to (i) any Asset Sale in which the cash or Cash Equivalents
portion of the consideration received is equal to or greater than what the
after-tax proceeds would have been had such Asset Sale complied with the 75%
limitation or (ii) the QHR Disposition.

   (b) Within 12 months after the receipt of any Net Cash Proceeds from an
Asset Sale, Triad may use such Net Cash Proceeds to:

      (1) prepay any then outstanding loans under the senior secured credit
   agreement, including a permanent reduction in commitment thereunder; or

      (2) invest, or enter into a legally binding agreement to invest, in:

          (A) other properties or assets to replace the properties or assets
       that were the subject of the Asset Sale; or

          (B) in properties and assets that will be used in businesses of Triad
       or its Restricted Subsidiaries, as the case may be, existing at the time
       such assets are sold; or

                                      92



          (C) in any Related Business or in Capital Stock of a Person, the
       principal portion of whose assets consist of such property or assets,
       provided that Triad or such Restricted Subsidiary shall acquire at least
       the same percentage of equity and voting interest in such Person as
       Triad or such Restricted Subsidiary held with respect to the assets
       disposed of in such Asset Sale.

   The assets referred to in clauses (A), (B) and (C) constitute ''Replacement
Assets.''

   Pending the final application of any such Net Cash Proceeds, Triad may
temporarily reduce amounts outstanding under the senior secured credit
agreement or otherwise invest such Net Cash Proceeds in any manner that is not
prohibited by the indenture. If any such legally binding agreement to invest
such Net Cash Proceeds is terminated, then Triad may, within 90 days of such
termination or within 12 months of such Asset Sale, whichever is later, invest
such Net Cash Proceeds as provided in clause (1) or (2). The amount of Net Cash
Proceeds not used as set forth above in this paragraph (b) constitutes ''Excess
Proceeds.''

   (c) When the aggregate amount of Excess Proceeds exceeds $15.0 million,
Triad shall, within 30 business days, make an offer to purchase (an ''Excess
Proceeds Offer'') from all holders of notes, on a pro rata basis, the maximum
principal amount of notes that may be purchased with the Excess Proceeds. The
offer price as to each note shall be payable in cash in an amount equal to 100%
of the principal amount of such note plus accrued and unpaid interest thereon,
if any, to the date of purchase. To the extent that the aggregate principal
amount of notes tendered pursuant to an Excess Proceeds Offer is less than the
Excess Proceeds, Triad may use such deficiency for any lawful purpose not
prohibited by the indenture. If the aggregate principal amount of notes
tendered by holders of notes exceeds the Excess Proceeds, notes to be purchased
will be selected on a pro rata basis.

   Notwithstanding the foregoing, if Triad is required to commence an Excess
Proceeds Offer at any time when the terms of any outstanding securities of
Triad ranking pari passu in right of payment with the notes provide that a
similar offer must be made with respect to such other securities, then:

      (1) the Excess Proceeds Offer for the notes shall be made concurrently
   with such other offers; and

      (2) securities of each issue will be accepted on a pro rata basis in
   proportion to the aggregate principal amount of securities of each issue
   which the holders thereof elect to have purchased.

   Any Excess Proceeds Offer will be made only to the extent permitted under,
and subject to prior compliance with, the terms of agreements governing
Indebtedness under the senior secured credit agreement. Upon completion of an
Excess Proceeds Offer, the amount of Excess Proceeds shall be reset to zero.

  Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

   (a) Triad will not permit any Restricted Subsidiary, directly or indirectly,
to guarantee, assume or in any other manner become liable with respect to any
Indebtedness of Triad that is pari passu in right of payment with the notes or
indebtedness of Triad that is subordinate to the notes unless, with respect to
any guarantee by a Restricted Subsidiary of pari passu Indebtedness of Triad,
any such guarantee shall be pari passu with such Restricted Subsidiary's note
guarantee, and with respect to any guarantee by a Restricted Subsidiary of
subordinated Indebtedness of Triad, any such guarantee shall be subordinated to
such Restricted Subsidiary's note guarantee at least to the same extent as such
guaranteed Indebtedness is subordinated to the notes.

   (b) Notwithstanding the foregoing, any guarantee of the notes created
pursuant to the provisions described in the foregoing paragraph (a) will
provide by its terms that it will automatically and unconditionally be released
and discharged upon:

      (1) any sale, exchange or transfer to any Person not an Affiliate of
   Triad of all of the Capital Stock of such Restricted Subsidiary held
   directly or indirectly by Triad, which sale, exchange or transfer is
   otherwise in compliance with the indenture; or

                                      93



      (2) the designation of such Restricted Subsidiary as an Unrestricted
   Subsidiary or Exempt Subsidiary in accordance with the terms of the
   indenture.

  Limitation on Dividends and Other Payment Restrictions Affecting Restricted
  Subsidiaries

   Triad will not, and will not permit any Restricted Subsidiary to, directly
or indirectly, create or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to:

      (a) pay dividends or make any other distributions on its Capital Stock or
   with respect to any other interest or participation in, or measured by, its
   profits to Triad or any other Restricted Subsidiary;

      (b) pay any Indebtedness owed to Triad or any other Restricted
   Subsidiary;

      (c) make loans or advances to Triad or any other Restricted Subsidiary;

      (d) transfer any of its properties or assets to Triad or any other
   Restricted Subsidiary; or

      (e) guarantee any Indebtedness of Triad or any other Restricted
   Subsidiary.

   However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

      (1) applicable law;

      (2) customary provisions restricting subletting or assignment of any
   lease or assignment of any other contract to which Triad or any Restricted
   Subsidiary is a party or to which any of their respective properties or
   assets are subject;

      (3) any agreement or other instrument of a Person acquired by Triad or
   any Restricted Subsidiary in existence at the time of such acquisition, but
   not created in contemplation thereof, which encumbrance or restriction is
   not applicable to any Person, or the properties or assets of any Person,
   other than the Person, or the property or assets of the Person, so acquired,
   so long as the agreement containing the restriction does not violate any
   other provision of the indenture;

      (4) encumbrances and restrictions in effect on the issuance date of the
   notes;

      (5) encumbrances and restrictions pursuant to the senior secured credit
   agreement and its related documentation;

      (6) any encumbrance or restriction contained in contracts for sales of
   assets permitted by the ''Limitation on Sale of Assets'' covenant with
   respect to the assets to be sold pursuant to such contract;

      (7) in the case of clause (4) above, restrictions contained in security
   agreements or mortgages securing Indebtedness of a Restricted Subsidiary
   permitted under the indenture to the extent such restrictions restrict the
   transfer of the property subject to such security agreements or mortgages;
   and

      (8) any encumbrance or restriction existing under any agreement that
   extends, renews, refinances or replaces the agreements containing the
   encumbrances or restrictions in the foregoing clauses (3) and (4), provided
   that the terms and conditions of any such encumbrances or restrictions are
   no more restrictive than those contained in such agreement.

  Limitation on Unrestricted Subsidiaries

   Triad will not make, and will not permit any of its Restricted Subsidiaries
to make, any Investments in Unrestricted Subsidiaries if, at the time thereof,
the aggregate amount of such Investments would exceed the amount of Restricted
Payments then permitted to be made pursuant to the ''Limitation on Restricted
Payments'' covenant. Any Investments in Unrestricted Subsidiaries permitted to
be made pursuant to this covenant:

      (1) will be treated as the making of a Restricted Payment in calculating
   the amount of Restricted Payments made by Triad or a Restricted Subsidiary;
   and

                                      94



      (2) may be made in cash or property.

  Reports

   For as long as the notes are outstanding, Triad will file on a timely basis
with the Commission, to the extent such filings are accepted by the Commission
and whether or not Triad has a class of securities registered under the
Exchange Act, the annual reports, quarterly reports and other documents
specified in Section 13 or 15(d) of the Exchange Act, as applicable. Triad will
also deliver to the trustee, and mail to each holder of notes, copies of such
reports and documents within 15 days after the date on which Triad files such
reports and documents with the Commission or the date on which Triad would be
required to file such reports and documents if Triad were so required. If
filing such reports and documents with the Commission is not accepted by the
Commission or is prohibited under the Exchange Act, Triad will supply copies of
reports and documents to any prospective holder of notes promptly upon written
request.

  Consolidation, Merger and Sale of Assets

   Triad will not, in a single transaction or through a series of transactions:

      (A) consolidate with or merge with or into another Person;

      (B) sell, assign, convey, transfer, lease or otherwise dispose of all or
   substantially all of its assets to another Person; or

      (C) permit any of its Restricted Subsidiaries to enter into any
   transaction or series of transactions which would, in the aggregate, result
   in the sale, assignment, conveyance, transfer, lease or other disposition of
   all or substantially all of the assets of Triad and its Restricted
   Subsidiaries on a consolidated basis to another Person, unless:

          (1) either:

             (a) Triad will be the continuing corporation; or

             (b) the Person, if other than Triad, formed by or surviving any
          such consolidation merger or to which such sale, assignment,
          conveyance, transfer, lease or disposition shall have been made:

                 (x) is a corporation organized and existing under the laws of
              the United States, any state thereof or the District of Columbia;
              and

                 (y) expressly assumes, by a supplemental indenture in form
              reasonably satisfactory to the trustee, Triad's obligation for
              the due and punctual payment of the principal of, premium, if
              any, Additional Interest, if any, and interest on all the notes
              and the performance and observance of every covenant of the
              indenture on the part of Triad to be performed or observed;

          (2) immediately before and immediately after giving effect to such
       transaction or series of transactions on a pro forma basis, and treating
       any obligation of Triad or any Restricted Subsidiary incurred in
       connection with or as a result of such transaction as having been
       incurred at the time of the transaction, no Default or Event of Default
       will have occurred and be continuing;

          (3) immediately before and immediately after giving effect to such
       transaction or series of transactions on a pro forma basis, on the
       assumption that the transaction or series of transactions occurred on
       the first day of the four-quarter period immediately prior to the
       consummation of such transaction or series of transactions with the
       appropriate adjustments with respect to the transaction or series of
       transactions being included in such pro forma calculation, Triad, or the
       surviving entity if Triad is not the continuing obligor under the
       indenture, shall be able to incur at least $1.00 of additional
       Indebtedness, other than Permitted Indebtedness, under the provisions of
       the ''Limitation on Indebtedness'' covenant;

                                      95



          (4) immediately after giving effect to such transaction on a pro
       forma basis, the Consolidated Net Worth of Triad, or the surviving
       entity if Triad is not the continuing obligor under the indenture, is
       equal to or greater than the Consolidated Net Worth of Triad immediately
       prior to such transaction; and

          (5) either each guarantor, unless it is the other party to the
       transactions described above, shall have by supplemental indenture or
       Triad, by delivering an opinion of counsel to Triad addressed to the
       Trustee shall have confirmed that the guarantees of each guarantor will
       apply to the obligations of Triad or the surviving entity, as the case
       may be, under the indenture and the notes.

   In connection with any such consolidation, merger, sale, assignment,
conveyance, transfer, lease or other disposition, Triad or the surviving entity
will deliver to the trustee, in form and substance reasonably satisfactory to
the trustee, an officers' certificate and an opinion of counsel, each stating
that such consolidation, merger, sale, assignment, conveyance, transfer, lease
or other disposition, and, if applicable, such supplemental indenture, comply
with the requirements of the indenture and that all conditions precedent
provided for in the indenture relating to such transaction have been complied
with.

   Each guarantor, other than any subsidiary whose guarantee is being released
in connection with a transaction pursuant to the provisions of ''--Note
Guarantees'' or ''--Certain Covenants--Limitation on Guarantees of Indebtedness
by Restricted Subsidiaries,'' will not, and Triad will not permit a guarantor
to:

      (A) merge or consolidate with or into any other entity, other than Triad
   or any other guarantor; or

      (B) sell, assign, convey, transfer, lease or otherwise dispose of its
   properties and assets on a consolidated basis substantially as an entirety
   to any entity, other than Triad or any guarantor; unless

      (1) either:

          (a) such guarantor is the continuing corporation or partnership, or

          (b) the Person, if other than such guarantor, formed by such
       consolidation or merger or to which such sale, assignment, conveyance,
       transfer, lease or disposition of all or substantially all of the
       properties and assets of such guarantor shall have been made,

             (x) is a corporation or partnership organized and existing under
          the laws of the United States, any state thereof or the District of
          Columbia, and

             (y) expressly assumes, by a supplemental indenture, in form
          satisfactory to the trustee, all the obligations of such guarantor
          under the notes and the indenture;

      (2) immediately before and immediately after giving effect to such
   transaction on a pro forma basis, no Default or Event of Default shall have
   occurred and be continuing; and

      (3) such guarantor shall have delivered to the trustee an officers'
   certificate and an opinion of counsel, each stating that such consolidation,
   merger, sale, assignment, conveyance, transfer, lease or disposition and
   such supplemental indenture comply with the indenture.

   Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties
and assets of Triad or any guarantor in accordance with the immediately
preceding paragraphs, the successor Person formed by such consolidation or into
which Triad or such guarantor, as the case may be, is merged or to which such
sale, assignment, conveyance, transfer, lease or disposition is made, shall
succeed to, and be substituted for, and may exercise every right and power of,
Triad or such guarantor, as the case may be, under the indenture and/or the
guarantees, as the case may be, with the same effect as if such successor had
been named as Triad or such guarantor, as the case may be, therein and/or in
the

                                      96



guarantee, as the case may be. When a successor assumes all the obligations of
its predecessor under the indenture, the notes or a guarantee, as the case may
be, the predecessor shall be released from those obligations; provided that in
the case of a transfer by lease, the predecessor shall not be released from the
payment of principal and interest on the notes or a guarantee, as the case may
be.

Events of Default

   Each of the following is an ''Event of Default'':

      (1) default for 30 days in the payment when due of any interest on any
   note;

      (2) default in the payment of the principal of or premium, if any, on any
   note at its maturity, upon acceleration, optional redemption, mandatory
   redemption, required purchase or otherwise;

      (3) default in the performance, or breach, of the provisions described in
   ''Consolidation, Merger and Sale of Assets,'' the failure to make or
   consummate a Change in Control Offer in accordance with the provisions of
   the ''Purchase of Notes upon a Change in Control'' covenant or the failure
   to make or consummate an Excess Proceeds Offer in accordance with the
   provisions of the ''Limitation on Sale of Assets'' covenant;

      (4) without duplication, default in the performance, or breach, of any
   covenant or warranty Triad or any guarantor contained in the indenture or
   any guarantee, which default or breach continues for a period of 30 days
   after Triad receives written notice specifying the default from the trustee
   or the holders of at least 25% of the outstanding principal amount of the
   notes;

      (5) Either:

          (A) one or more defaults in the payment when due of the principal of
       or premium, if any, on Indebtedness of Triad or any Restricted
       Subsidiary aggregating $25.0 million or more, which default continues
       after any applicable grace period and is not cured or waived; or

          (B) Indebtedness of Triad or any Restricted Subsidiary aggregating
       $25.0 million or more shall have been accelerated or otherwise declared
       due and payable, or required to be prepaid or repurchased, other than by
       regularly scheduled required prepayment, prior to the stated maturity
       date thereof;

      (6) failure by Triad or any of its Restricted Subsidiaries to pay final,
   judgments aggregating in excess of $25.0 million which judgments are not
   discharged, paid or stayed for a period of 60 days;

      (7) except as permitted by the indenture, any guarantee of a Material
   Subsidiary or group of Restricted Subsidiaries that, taken together, would
   constitute a Material Subsidiary ceases to be in full force and effect or is
   declared null and void or any Material Subsidiary or group of Restricted
   Subsidiaries that, taken together, would constitute a Material Subsidiary
   denies that it has any further liability under any guarantee, or gives
   notice to such effect; or

      (8) certain events of bankruptcy, insolvency or reorganization with
   respect to Triad or any of its Material Subsidiaries or group of Restricted
   Subsidiaries that, taken together, would constitute a Material Subsidiary.

   If an Event of Default other than an event of bankruptcy or insolvency
occurs and is continuing, the trustee or the holders of at least 25% in
principal amount of the notes then outstanding may declare all of the notes to
be due and payable by notice in writing to Triad, and the same shall become
immediately due and payable.

   If an Event of Default due to an event of bankruptcy or insolvency occurs
and is continuing, then the notes shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the trustee
or any holder of notes.

                                      97



   At any time after a declaration of acceleration under the indenture, but
before a judgment or decree for payment of the money due has been obtained by
the trustee, the holders of a majority in principal amount of the outstanding
notes, by written notice to Triad and the trustee, may rescind such declaration
and its consequences if:

      (1) Triad has paid or deposited with the trustee a sum sufficient to pay:

          (a) all overdue interest on all outstanding notes;

          (b) all unpaid principal of and premium, if any, on any outstanding
       notes that has become due otherwise than by such declaration of
       acceleration and interest thereon at the rate borne by the notes;

          (c) to the extent that payment of such interest is lawful, interest
       on overdue interest and overdue principal at the rate borne by the
       notes;

          (d) all sums paid or advanced by the trustee under the indenture and
       the reasonable compensation, expenses, disbursements and advances of the
       trustee, its agents and counsel; and

      (2) all Events of Default, other than the non-payment of amounts of
   principal of, premium, if any, or interest on the notes that has become due
   solely by such declaration of acceleration, have been cured or waived.

   No such rescission shall affect any subsequent default or impair any right
consequent thereto.

   No individual holder of any of the notes has any right to institute any
proceeding with respect to the indenture or any remedy thereunder, unless:

      (1) the holders of at least 25% in aggregate principal amount of the
   outstanding notes have made written request, and offered reasonable
   indemnity, to the trustee to institute such proceeding;

      (2) the trustee has failed to institute such proceeding within 60 days
   after receipt of such notice; and

      (3) the trustee, within such 60-day period, has not received directions
   inconsistent with such written request by holders of a majority in principal
   amount of the outstanding notes.

   Such limitations do not apply, however, to a suit instituted by a holder of
a note for the enforcement of the payment of the principal of, premium, if any,
or interest on such note when due.

   The holders of at least a majority in principal amount of the outstanding
notes may, on behalf of the holders of all the notes, waive any past Defaults
under the indenture, except a Default in the payment of the principal of,
premium, if any, or interest on any note, or in respect of a covenant or
provision which under the indenture cannot be modified or amended without the
consent of the holder of each note outstanding.

   If a Default or an Event of Default occurs and is continuing and is known to
the trustee, the trustee will mail to each holder of the notes notice of the
Default or Event of Default within 10 days after the occurrence thereof. Except
in the case of a Default or an Event of Default in payment of any notes, the
trustee may withhold the notice to the holders of such notes if a committee of
its trust officers in good faith determines that withholding the notice is in
the interests of the holders of the notes.

   Triad is required to furnish to the trustee annual and quarterly statements
as to the performance by Triad and the Guarantors of their respective
obligations under the indenture. Triad is also required to notify the trustee
within five business days of the occurrence of any Default or Event of Default.

Legal Defeasance or Covenant Defeasance of Indenture

   Triad may, at its option and at any time, elect to have its obligations and
the obligations of the Guarantors with respect to the outstanding notes
discharged (''legal defeasance''). Such legal defeasance means that Triad

                                      98



will be deemed to have paid and discharged the entire indebtedness represented
by the outstanding notes except for:

      (1) the rights of holders of the outstanding notes to receive payments in
   respect of the principal of, premium, if any, and interest on the notes when
   such payments are due;

      (2) Triad's obligations to issue temporary notes, register the transfer
   or exchange of any notes, replace mutilated, destroyed, lost or stolen
   notes, maintain an office or agency for payments in respect of the notes and
   segregate and hold such payments in trust;

      (3) the rights, powers, trusts, duties and immunities of the trustee; and

      (4) the legal defeasance provisions of the indenture.

   In addition, Triad may, at its option and at any time, elect to have the
obligations of Triad and any guarantor released with respect to certain
covenants set forth in the indenture (''covenant defeasance''), and thereafter
any omission to comply with such obligations will not constitute a Default or
an Event of Default with respect to the notes. In the event covenant defeasance
occurs, certain events, not including non-payment, bankruptcy, receivership,
reorganization and insolvency events described under ''Events of Default,''
will no longer constitute an Event of Default with respect to the notes.

   In order to exercise either legal defeasance or covenant defeasance:

      (1) Triad must irrevocably deposit with the trustee, in trust,
   specifically for the benefit of the holders of the notes, money,
   non-callable U.S. government obligations or a combination thereof, in an
   amount sufficient, in the opinion of a nationally recognized firm of
   independent public accountants, to pay the principal of, premium, if any,
   and interest on the outstanding notes on the stated date for payment thereof
   or on the applicable redemption date as the case may be;

      (2) no Default or Event of Default will have occurred and be continuing
   on the date of such deposit or, insofar as an Event of Default from an event
   of bankruptcy or insolvency is concerned, at any time during the period
   ending on the 91st day after the date of deposit;

      (3) such legal defeasance or covenant defeasance will not result in a
   breach or violation of, or constitute a default under, the indenture, the
   senior secured credit agreement or any other material agreement or
   instrument to which Triad or any guarantor is a party or by which it is
   bound;

      (4) in the case of legal defeasance, Triad shall have delivered to the
   trustee an opinion of counsel stating that:

          (A) Triad has received from, or there has been published by, the IRS
       a ruling; or

          (B) since the date of the final prospectus, there has been a change
       in applicable Federal income tax law;

          (C) in either case to the effect that, and based thereon such opinion
       shall confirm that the holders of the outstanding notes will not
       recognize income, gain or loss for Federal income tax purposes as a
       result of such legal defeasance and will be subject to Federal income
       tax on the same amounts, in the same manner and at the same times as
       would have been the case if such legal defeasance had not occurred;

      (5) in the case of covenant defeasance, Triad shall have delivered to the
   trustee an opinion of counsel to the effect that the holders of the notes
   outstanding will not recognize income, gain or loss for Federal income tax
   purposes as a result of such covenant defeasance and will be subject to
   Federal income tax on the same amounts, in the same manner and at the same
   times as would have been the case if such covenant defeasance had not
   occurred;

                                      99



      (6) in the case of legal defeasance or covenant defeasance, Triad shall
   have delivered to the trustee an opinion of counsel to the effect that,
   after the 91st day following the deposit or after the date such opinion is
   delivered, the trust funds will not be subject to the effect of any
   applicable bankruptcy, insolvency, reorganization or similar laws affecting
   creditors' rights generally;

      (7) Triad shall have delivered to the trustee an officers' certificate
   stating that the deposit was not made by Triad with the intent of preferring
   the holders of the notes or any guarantee over the other creditors of either
   Triad or any guarantor with the intent of hindering, delaying or defrauding
   creditors of either Triad or any guarantor; and

      (8) Triad shall have delivered to the trustee an officers' certificate
   and an opinion of counsel, each stating that all conditions precedent
   relating to either the legal defeasance or the covenant defeasance, as the
   case may be, have been complied with.

Satisfaction and Discharge

   The indenture will cease to be of further effect when:

      (1) either:

          (a) all the notes theretofore authenticated and delivered, other than
       destroyed, lost or stolen notes which have been replaced or paid and
       notes for whose payment money has been deposited in trust or segregated
       and held in trust by Triad and thereafter repaid to Triad or discharged
       from such trust, have been delivered to the trustee for cancellation; or

          (b) all notes not theretofore delivered to the trustee for
       cancellation:

             (x) have become due and payable;

             (y) will become due and payable at the applicable date of maturity
          within one year; or

             (z) are to be called for redemption within one year under
          arrangements satisfactory to the trustee, and Triad has irrevocably
          deposited with the trustee funds in an amount sufficient to pay and
          discharge the entire Indebtedness on the notes not theretofore
          delivered to the trustee for cancellation, for principal of, premium,
          if any, and interest on the notes to the date of deposit, the
          applicable date of maturity or the redemption date, as the case may
          be;

      (2) Triad has paid or caused to be paid all sums payable under the
   indenture by Triad; and

      (3) Triad has delivered to the trustee an officers' certificate and an
   opinion of counsel, each stating that all conditions precedent under the
   indenture relating to the satisfaction and discharge of the indenture have
   been complied with.

   This satisfaction and discharge shall not apply to surviving rights of
registration or transfer or exchange of the notes, as expressly provided for in
the indenture.

Transfer and Exchange

   A holder may transfer or exchange notes in accordance with the indenture.
The registrar and the trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and Triad may require a
holder to pay any taxes and fees required by law or permitted by the indenture.
Triad is not required to transfer or exchange any note selected for redemption.
Also, Triad is not required to transfer or exchange any note for a period of 15
days before a selection of notes to be redeemed. The registered holder of a
note will be treated as the owner of it for all purposes.

                                      100



Amendments and Waivers

   With certain exceptions, modifications and amendments of the indenture may
be made by a supplemental indenture entered into by Triad, the Guarantors and
the trustee with the consent of the holders of a majority in aggregate
outstanding principal amount of the notes then outstanding; provided, however,
that no such modification or amendment may, without the consent of the holder
of each outstanding note affected thereby:

      (1) change the stated maturity date of the principal of, or any
   installment of interest on, any note;

      (2) reduce the principal of, or premium, if any, or the rate of interest
   on any notes;

      (3) make any notes payable in money other than that stated in the notes;

      (4) impair the right to institute suit for the enforcement of any such
   payment after the stated maturity date of any note, or, in the case of
   redemption, on or after the redemption date;

      (5) following the occurrence of an Asset Sale, amend, change or modify
   the obligation of Triad to make and consummate an Excess Proceeds Offer with
   respect to any Asset Sale in accordance with the ''Limitation on Sale of
   Assets'' covenant, including amending, changing or modifying any definition
   relating thereto in any manner materially adverse to the holders of the
   notes affected thereby;

      (6) following the occurrence of a Change in Control, amend, change or
   modify the obligation of Triad to make and consummate a Change in Control
   Offer in the event of a Change in Control in accordance with the ''Purchase
   of Notes Upon a Change in Control'' covenant, including amending, changing
   or modifying any definition relating thereto in any manner materially
   adverse to the holders of the notes affected thereby;

      (7) reduce the amount of notes whose holders must consent to any
   supplemental indenture or any waiver of compliance with provisions of the
   indenture;

      (8) modify any of the provisions relating to supplemental indentures
   requiring the consent of holders or relating to the waiver of past defaults
   or relating to the waiver of certain covenants, except:

          (a) to increase the percentage of outstanding notes required for such
       actions; or

          (b) to provide that certain other provisions of the indenture cannot
       be modified or waived without the consent of the holder of each note
       affected thereby; or

      (9) amend or modify any of the provisions of the indenture relating to
   any guarantee in any manner adverse to the holders of the notes.

   Notwithstanding the foregoing, without the consent of any holder of the
notes, Triad, any guarantor and the trustee may modify or amend the indenture:

      (1) to evidence the succession of another Person to Triad, a guarantor or
   any other obligor on the notes, and the assumption by any such successor of
   the covenants of Triad or such obligor or guarantor in the indenture and in
   the notes and in any guarantee in accordance with ''--Consolidation, Merger
   and Sale of Assets'';

      (2) to add to the covenants of Triad, any guarantor or any other obligor
   upon the notes for the benefit of the holders of the notes or to surrender
   any right or power conferred upon Triad or any other obligor upon the notes,
   as applicable, in the indenture, in the notes or in any guarantee;

      (3) to cure any ambiguity, or to correct or supplement any provision in
   the indenture, the notes or any guarantee which may be defective or
   inconsistent with any other provision in the indenture, the notes or any
   guarantee or make any other provisions with respect to matters or questions
   arising under the indenture, the notes or any guarantee; provided that, in
   each case, such provisions shall not adversely affect the interest of the
   holders of the notes;

      (4) to comply with the requirements of the Commission in order to effect
   or maintain the qualification of the indenture under the Trust Indenture
   Act;

                                      101



      (5) to add a guarantor under the indenture;

      (6) to evidence and provide the acceptance of the appointment of a
   successor trustee under the indenture;

      (7) to mortgage, pledge, hypothecate or grant a security interest in
   favor of the trustee for the benefit of the holders of the notes as
   additional security for the payment and performance of Triad's and any
   guarantor's obligations under the indenture, in any property or assets.

   The holders of a majority in principal amount of the notes outstanding may
waive compliance with certain restrictive covenants and provisions of the
indenture.

The Trustee

   The indenture provides that, except during the continuance of an Event of
Default, the trustee will perform only such duties as are specifically set
forth in the indenture. If an Event of Default has occurred and is continuing,
the trustee will exercise such rights and powers vested in it by the indenture
and use the same degree of care and skill in its exercise as a prudent Person
would exercise under the circumstances in the conduct of such Person's own
affairs. Subject to such provisions, the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of notes, unless such holder shall have offered to the trustee security
and indemnity satisfactory to it against any loss, liability or expense.

   If the trustee becomes a creditor of Triad or any guarantor, the indenture
limits its rights to obtain payment of claims in certain cases or to realize on
certain property received by it in respect of any such claims, as security or
otherwise. The trustee is permitted to engage in other transactions; however,
if it acquires any conflicting interest it must eliminate such conflict or
resign.

Governing Law

   The indenture, the notes and the guarantees will be governed by, and
construed in accordance with, the laws of the State of New York.

Certain Definitions

   Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

   ''Acquired Indebtedness'' means Indebtedness of a Person:

      (a) existing at the time such Person becomes a Restricted Subsidiary; or

      (b) assumed in connection with the acquisition of assets constituting
   substantially all the assets of such Person, any division or line of
   business of such Person or any other properties or assets of such Person
   other than in the ordinary course of business from such Person.

   Acquired Indebtedness shall be deemed to be incurred on the date of the
related acquisition of assets from any Person or the date the acquired Person
becomes a Restricted Subsidiary.

   ''Additional Interest'' has the meaning set forth in the Registration Rights
Agreement.

   ''Affiliate'' means, with respect to any specified Person:

      (a) any other Person directly or indirectly controlling or controlled by
   or under direct or indirect common control with such specified Person; or

                                      102



      (b) any other Person that owns, directly or indirectly, 10% or more of
   such specified Person's Capital Stock; or

      (c) any executive officer or director of any such specified Person or
   other Person.

   For the purposes of this definition, ''control,'' when used with respect to
any specified Person, means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.

   ''Asset Sale'' means any sale, issuance, conveyance, transfer, lease or
other disposition, including, without limitation, by way of merger,
consolidation or sale and leaseback transaction (collectively, a ''transfer''),
directly or indirectly, in one of a series of related transactions, of:

      (a) any Capital Stock of any Restricted Subsidiary;

      (b) all or substantially all of the properties and assets of any division
   or line of business of Triad or any Restricted Subsidiary; or

      (c) any other properties or assets of Triad or any Restricted Subsidiary
   other than in the ordinary course of business.

   For the purposes of this definition, the term ''Asset Sale'' shall not
include any transfer of properties or assets:

      (1) that is governed by the provisions of the indenture described under
   ''--Consolidation, Merger and Sale of Assets;''

      (2) between or among Triad and Restricted Subsidiaries in accordance with
   the terms of the indenture;

      (3) a Hospital Swap;

      (4) with an aggregate fair market value of less than $10.0 million per
   transaction and not to exceed $50.0 million in the aggregate in any twelve
   month period;

      (5) long-term leases, in effect on the date the notes were issued, of
   Hospitals to another Person;

      (6) long-term leases of Hospitals to another Person; provided that the
   aggregate book value of the properties subject to such leases at any one
   time outstanding does not exceed 15% of the Total Assets of Triad at the
   time any such lease is entered into;

      (7) that are obsolete, damaged or worn out equipment or inventory that is
   no longer useful in the conduct of Triad's or its subsidiaries' business and
   that is disposed of in the ordinary course of business;

      (8) that constitutes a sale or other disposition of accounts receivable
   in the ordinary course of business, including for purposes of financing, for
   cash and in an amount at least equal to the fair market value of such
   accounts receivable; or

      (9) that is made the subject of an Investment consummated in compliance
   with ''Certain Covenants--Limitation on Restricted Payments.''

   ''Attributable Debt'' of any Person in respect of a sale and leaseback
transaction means, at the time of determination, the present value of the
obligation of such Person as lessee for net rental payments, excluding all
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water, utilities and similar charges to the extent included
in such rental payments, during the remaining term of the lease included in
such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of
interest implicit in such transaction, determined in accordance with GAAP.

                                      103



   ''Average Life'' means, as of the date of determination with respect to any
Indebtedness, the quotient obtained by dividing:

      (a) the sum of the products of (1) the number of years from the date of
   determination to the date or dates of each successive scheduled principal
   payment, including, without limitation, any sinking fund requirements, of
   such Indebtedness multiplied by (2) the amount of each such principal
   payment by;

      (b) the sum of all such principal payments.

   ''Capital Stock'' means, with respect to any Person, any and all shares,
interests, partnership interests, participation, rights in or other
equivalents, however designated, of such Person's capital stock, and any
rights, other than debt securities convertible into capital stock, warrants or
options exchangeable for or convertible into such capital stock, whether now
outstanding or issued after the date of the indenture.

   ''Capitalized Lease Obligation'' means, with respect to any Person, any
obligation of such Person under a lease of, or other agreement conveying the
right to use, any property, whether real, personal or mixed, that is required
to be classified and accounted for as a capital lease obligation under GAAP,
and, for the purpose of the indenture, the amount of such obligation at any
date shall be the capitalized amount thereof at such date, determined in
accordance with GAAP.

   ''Cash Equivalents'' means:

      (a) any evidence of Indebtedness with a maturity of one year or less
   issued or directly and fully guaranteed or insured by the United States or
   any agency or instrumentality thereof, provided that the full faith and
   credit of the United States is pledged in support thereof;

      (b) certificates of deposit or acceptances with a maturity of one year or
   less of any financial institution that is a member of the Federal Reserve
   System having combined capital and surplus and undivided profits of not less
   than $500.0 million;

      (c) commercial paper with a maturity of one year or less issued by a
   corporation that is not an Affiliate of Triad and is organized under the
   laws of any state of the United States or the District of Columbia and rated
   at least A-1 by S&P or any successor rating agency or at least P-1 by
   Moody's or any successor rating agency;

      (d) repurchase obligations with a term of not more than seven days for
   underlying securities of the types described in clauses (a) and (b) above;

      (e) demand and time deposits with a domestic commercial bank that is a
   member of the Federal Reserve System having combined capital and surplus and
   undivided profits of not less than $500.0 million; and

      (f) investments in funds investing solely in investments of the types
   described in clauses (a) through (e) above.

   ''Change in Control'' means the occurrence of any of the following events:

      (a) any ''person'' or ''group'' (as such terms are used in Sections 13(d)
   and 14(d) of the Exchange Act) is or becomes the ''beneficial owner'' (as
   defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
   Person shall be deemed to have ''beneficial ownership'' of all securities
   that such Person has the right to acquire, whether such right is exercisable
   immediately or only after the passage of time), directly or indirectly, of
   more than 35% of the total outstanding voting stock of Triad; provided that
   if the ESOP is the ''beneficial owner'' of more than 35% of the total
   outstanding voting stock of Triad such event shall not constitute a Change
   in Control under this clause (a):

      (b) Triad consolidates with, or merges with or into, another Person or
   conveys, transfers, leases or otherwise disposes of all or substantially all
   of its assets to any Person, or any Person consolidates with, or

                                      104



   merges with or into, Triad, in any such event pursuant to a transaction in
   which the outstanding voting stock of Triad is converted into or exchanged
   for cash, securities or other property, other than any such transaction:

          (x) where the outstanding voting stock of Triad is not converted or
       exchanged at all, except to the extent necessary to reflect a change in
       the jurisdiction of incorporation of Triad, or is converted into or
       exchanged for:

             (A) voting stock, other than Redeemable Capital Stock, of the
          surviving or transferee corporation and/or

             (B) cash, securities and other property, other than Capital Stock
          of the surviving or transferee corporation, in an amount that could
          be paid by Triad as a Restricted Payment as described under, or is
          otherwise not prohibited by, the ''Limitation on Restricted
          Payments'' covenant and

             (C) immediately after such transaction, no ''person'' or ''group''
          (as such terms are used in Sections 13(d) and 14(d) of the Exchange
          Act) is the ''beneficial owner'' (as defined in Rules 13d-3 and 13d-5
          under the Exchange Act, except that a Person shall be deemed to have
          ''beneficial ownership'' of all securities that such Person has the
          right to acquire, whether such right is exercisable immediately or
          only after the passage of time), directly or indirectly, of more than
          35% of the total outstanding voting stock of the surviving or
          transferee corporation;

      (c) during any consecutive two year period, individuals who at the
   beginning of such period constituted the board of directors of Triad,
   together with any new directors whose election to such board of directors,
   or whose nomination for election by the stockholders of Triad, was approved
   by a vote of 66 2/3% of the directors then still in office who were either
   directors at the beginning of such period or whose election or nomination
   for election was previously so approved, cease for any reason to constitute
   a majority of the board of directors of Triad then in office; or

      (d) Triad is liquidated or dissolved or adopts a plan of liquidation or
   dissolution other than in a transaction which complies with the provisions
   described under ''Consolidation, Merger and Sale of Assets.''

   ''Consolidated Adjusted Net Income'' means, for any period, the consolidated
net income (or loss) of Triad and all Restricted Subsidiaries for such period
as determined in accordance with GAAP, adjusted by excluding, without
duplication:

      (a) any net after-tax extraordinary gains or losses, less all fees and
   expenses relating thereto;

      (b) any net after-tax gains or losses, less all fees and expenses
   relating thereto, attributable to asset dispositions other than in the
   ordinary course of business;

      (c) the portion of net income (or loss) of any Person, other than Triad
   or a Restricted Subsidiary, including Unrestricted Subsidiaries, in which
   Triad or any Restricted Subsidiary has an ownership interest, except to the
   extent of the amount of dividends or other distributions actually paid to
   Triad or any Restricted Subsidiary in cash dividends or distributions during
   such period;

      (d) for purposes of ''Certain Covenants--Limitation on Restricted
   Payments'' above, the net income (or loss) of any Person combined with Triad
   or any Restricted Subsidiary on a ''pooling of interests'' basis
   attributable to any period prior to the date of combination;

      (e) the net income of any Restricted Subsidiary to the extent that the
   declaration or payment of dividends or similar distributions by such
   Restricted Subsidiary is not at the date of determination permitted,
   directly or indirectly, by operation of the terms of its charter or any
   agreement, instrument, judgment, decree, order, statute, rule or
   governmental regulation applicable to such Restricted Subsidiary or its
   stockholders, except to the extent of the amount of cash dividends or other
   distributions actually paid to

                                      105



   Triad or a Restricted Subsidiary not subject to such restriction by such
   Restricted Subsidiary during such period; and

      (f) for purposes of calculating Consolidated Adjusted Net Income under
   the ''Limitation on Restricted Payment'' covenant any net income (or loss)
   from any Restricted Subsidiary while it was an Unrestricted Subsidiary at
   any time during such period other than any amounts actually received from
   such Restricted Subsidiary during such period.

   ''Consolidated Fixed Charge Coverage Ratio'' of Triad means, for any period,
the ratio of:

      (a) the sum of Consolidated Adjusted Net Income and, to the extent
   deducted in computing Consolidated Adjusted Net Income, Consolidated
   Interest Expense, Consolidated Income Tax Expense and Consolidated Non-Cash
   Charges, less all non-cash items increasing Consolidated Adjusted Net
   Income, in each case, for such period to

      (b) the sum of (1) Consolidated Interest Expense and (2) cash dividend
   payments on preferred stock of Triad or any Restricted Subsidiary and
   non-cash dividends due on preferred stock of any Restricted Subsidiary for
   such period.

   ''Consolidated Income Tax Expense'' means, for any period, the provision for
federal, state, local and foreign income taxes of Triad and all Restricted
Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP.

   ''Consolidated Interest Expense'' means, for any period, without
duplication, the sum of:

      (a) the interest expense of Triad and its Restricted Subsidiaries for
   such period, including, without limitation,

          (1) amortization of debt discount,

          (2) the net cost/benefit of Interest Rate Agreements, including
       amortization of discounts,

          (3) the interest portion of any deferred payment obligation,

          (4) commissions, discounts, and other fees and charges owed with
       respect to letters of credit and bankers acceptance financing and
       similar transactions, and

          (5) amortization of debt issuance costs, plus

      (b) the interest component of Capitalized Lease Obligations of Triad and
   its Restricted Subsidiaries during such period; plus

      (c) the interest of Triad and its Restricted Subsidiaries that was
   capitalized during such period; plus

      (d) interest on Indebtedness of another Person that is guaranteed by
   Triad or any Restricted Subsidiary or secured by a Lien on assets of Triad
   or a Restricted Subsidiary, to the extent such interest is actually paid by
   Triad or such Restricted Subsidiary, in each case as determined on a
   consolidated basis in accordance with GAAP;

   provided that

      (x) the Consolidated Interest Expense attributable to interest on any
   Indebtedness computed on a pro forma basis and bearing a floating interest
   rate shall be computed as if the rate in effect on the date of computation
   had been the applicable rate for the entire period, and

      (y) in making such computation, the Consolidated Interest Expense
   attributable to interest on any Indebtedness under a revolving credit
   facility computed on a pro forma basis shall be computed based upon the
   average daily balance of such Indebtedness during the applicable period.

                                      106



   Notwithstanding the foregoing, the interest rate with respect to any
Indebtedness covered by any Interest Rate Agreement shall be deemed to be the
effective interest rate with respect to such Indebtedness after taking into
account such Interest Rate Agreement.

   ''Consolidated Net Worth'' means the total of the amounts shown on the
balance sheet of Triad and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of Triad ending prior to the taking of any action for the
purpose of which the determination is being made, as:

      (a) the aggregate paid-in capital relating to such Capital Stock; plus

      (b) any retained earnings or earned surplus less (1) any accumulated
   deficit and (2) any amounts attributable to Redeemable Capital Stock.

   ''Consolidated Non-Cash Charges'' means, for any period, the aggregate
depreciation, amortization, depletion and other non-cash expenses of Triad and
any Restricted Subsidiary reducing Consolidated Adjusted Net Income for such
period, determined on a consolidated basis in accordance with GAAP, excluding
any such non-cash charge that requires an accrual of or reserve for cash
charges for any future period.

   ''Currency Agreements'' means any spot or forward foreign exchange
agreements and currency swap, currency option or other similar financial
agreements or arrangements entered into by Triad or any of its Restricted
Subsidiaries in the ordinary course of business and designated to protect
against or manage exposure to fluctuations in foreign currency exchange rates.

   ''Default'' means any event that is, or after notice or passage of time or
both would be, an Event of Default.

   ''ESOP'' means the Triad Hospitals, Inc. Retirement Savings Plan.

   ''ESOP Loans'' means loans to the ESOP by Triad or guarantees by Triad of
loans to the ESOP by a third party lender, in either case in connection with
the purchase as promptly as practicable of shares of Triad common stock by the
ESOP.

   ''Existing 11% Senior Subordinated Notes'' means the 11% Senior Subordinated
Notes due 2009 of Triad.

   ''Existing Indenture'' means the indenture governing the Existing 11% Senior
Subordinated Notes.

   ''fair market value'' means, with respect to any asset or property, the sale
value that would be obtained in an arm's-length transaction between an informed
and willing seller under no compulsion to sell and an informed and willing
buyer under no compulsion to buy. Fair market value shall be determined by the
Board of Directors of Triad in good faith.

   ''Generally Accepted Accounting Principles'' or ''GAAP'' means generally
accepted accounting principles in the United States, consistently applied, that
are in effect on the date of determination.

   ''guarantee'' means, as applied to any obligation:

      (a) a guarantee, other than by endorsement of negotiable instruments for
   collection in the ordinary course of business, direct or indirect, in any
   manner, of any part or all of such obligation; and

      (b) an agreement, direct or indirect, contingent or otherwise, the
   practical effect of which is to assure in any way the payment or
   performance, or payment of damages in the event of non-performance, of all
   or any part of such obligation, including, without limiting the foregoing,
   the payment of amounts drawn by letters of credit.

                                      107



   ''guarantor'' means each Restricted Subsidiary that executes the indenture
and any other Restricted Subsidiary that incurs a note guarantee; provided that
upon the release and discharge of any Person from its note guarantee in
accordance with the indenture, such Person shall cease to be a guarantor.

   ''Hospital'' means a hospital, outpatient clinic, long-term care facility,
medical office building or other facility or business that is used or useful in
or related to the provision of healthcare services.

   ''Hospital Swap'' means an exchange of assets and, to the extent necessary
to equalize the value of the assets being exchanged, cash by Triad or a
Restricted Subsidiary for one or more hospitals and/or one or more Related
Businesses, or for 100% of the Capital Stock of any Person owning or operating
one or more Hospitals and/or one or more Related Businesses, provided that cash
does not exceed 20% of the sum of the amount of the cash and the fair market
value of the Capital Stock or assets received or given by Triad or a Restricted
Subsidiary in such transaction.

   ''Indebtedness'' means, with respect to any Person, without duplication:

      (a) all liabilities of such Person for borrowed money, including
   overdrafts, or for the deferred purchase price of property or services,
   excluding any trade payables and other accrued current liabilities incurred
   in the ordinary course of business, but including, without limitation, all
   obligations, contingent or otherwise, of such Person in connection with any
   letters of credit and acceptances issued under letter of credit facilities,
   acceptance facilities or other similar facilities;

      (b) all obligations of such Person evidenced by bonds, notes, debentures
   or other similar instruments;

      (c) indebtedness of such Person created or arising under any conditional
   sale or other title retention agreement with respect to property acquired by
   such Person, even if the rights and remedies of the seller or lender under
   such agreement in the event of default are limited to repossession or sale
   of such property, but excluding trade payables arising in the ordinary
   course of business;

      (d) all Capitalized Lease Obligations of such Person;

      (e) all obligations of such Person under or in respect of Interest Rate
   Agreements or Currency Agreements;

      (f) all indebtedness referred to in the preceding clauses of other
   Persons and all dividends of other Persons, the payment of which is secured
   by, or for which the holder of such Indebtedness has an existing right,
   contingent or otherwise, to be secured by, any Lien or with respect to
   property, including, without limitation, accounts and contract rights, owned
   by such Person, even though such Person has not assumed or become liable for
   the payment of such Indebtedness, the amount of such obligation being deemed
   to be the lesser of the value of such property or asset or the amount of the
   obligation so secured;

      (g) all guarantees by such Person of Indebtedness referred to in this
   definition or any other Person;

      (h) all Redeemable Capital Stock of such Person valued at the greater of
   its voluntary or involuntary maximum fixed repurchase price plus accrued and
   unpaid dividends; and

      (i) all Attributable Debt of such Person.

   For purposes of this definition, the ''maximum fixed repurchase price'' of
any Redeemable Capital Stock which does not have a fixed repurchase price shall
be calculated in accordance with the terms of such Redeemable Capital Stock as
if such Redeemable Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to the indenture, and
if such price is based upon, or measured by, the fair market value of such
Redeemable Capital Stock, such fair market value shall be determined in good
faith by the board of directors of the issuer of such Redeemable Capital Stock.

                                      108



   ''Interest Rate Agreements'' means any interest rate protection agreements
and other types of interest rate hedging agreements, including, without
limitation, interest rate swaps, caps, floors, collars and similar agreements,
designed to protect against or manage exposure to fluctuations in interest
rates.

   ''Investment'' means, with respect to any Person, any direct or indirect
advance, loan, guarantee or other extension of credit or capital contribution
to, by means of any transfer of cash or other property to others or any payment
for property or services for the account or use of others, or any purchase,
acquisition or ownership by such Person of any Capital Stock, bonds, notes,
debentures or other securities or evidences of Indebtedness issued or owned by,
any other Person and all other items that would be classified as investments on
a balance sheet prepared in accordance with GAAP.

   In addition, the portion, proportionate to Triad's or a Restricted
Subsidiary's equity interest in each of their respective subsidiaries, of the
fair market value of the net assets of any Restricted Subsidiary at the time
that such Restricted Subsidiary is designated an Unrestricted Subsidiary shall
be deemed to be an ''Investment'' made by Triad in such Unrestricted Subsidiary
at such time. Upon a redesignation of such subsidiary as a Restricted
Subsidiary, Triad shall be deemed to continue to have a permanent
''Investment'' in an Unrestricted Subsidiary equal to an amount (if positive)
equal to:

      (x) Triad's or one of its subsidiaries' ''Investment'' in such subsidiary
   at the time of such redesignation less

      (y) the portion, proportionate to Triad,' or one of its subsidiaries'
   equity interest in such subsidiary, of the fair market value of the net
   assets of such subsidiary at the time of such redesignation.

   ''Investment'' shall exclude extensions of trade credit on commercially
reasonable terms in accordance with normal trade practices.

   ''Lien'' means any mortgage, charge, pledge, lien (statutory or otherwise),
security interest, hypothecation, assignment for security, claim, or preference
of priority or other encumbrance upon or with respect to any property of any
kind, real or personal, movable or immovable, now owned or hereafter acquired.
A Person shall be deemed to own subject to a Lien any property which such
Person has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement having substantially the same economic effect as the foregoing.

   ''Material Subsidiary'' of a Person means any Restricted Subsidiary that
would be a significant subsidiary of such person, as defined in rule 1-02 of
Regulation S-X promulgated by the Commission.

   ''Merger Agreement'' means, the Agreement and Plan of Merger dated as of
October 18, 2000 by and between Quorum Health Group, Inc. and Triad, as
amended, supplemented or otherwise modified from time to time.

   ''Net Cash Proceeds'' means, with respect to any Asset Sale, the proceeds
thereof in the form of cash or cash equivalents including payments in respect
of deferred payment obligations when received in the form of, or stock or other
assets when disposed for, cash or cash equivalents, except to the extent that
such obligations are financed or sold with recourse to Triad or any Restricted
Subsidiary, net of:

      (a) brokerage commissions and other fees and expenses, including, without
   limitation, fees and expenses of legal counsel and investment banks,
   recording fees, transfer fees and appraiser fees, related to such Asset
   Sale;

      (b) provisions for all taxes payable as a result of such Asset Sale;

                                      109



      (c) payments made to retire Indebtedness where payment of such
   Indebtedness is secured by the assets or properties which are the subject of
   such Asset Sale or where such Indebtedness must by its terms, or as required
   by applicable law, be repaid out of the proceeds of such Asset Sale;

      (d) amounts required to be paid to any Person, other than Triad or any
   Restricted Subsidiary owning a beneficial interest in or having a Lien on
   the assets subject to the Asset Sale;

      (e) all distributions and other payments required to be made to
   non-majority interest holders in the subsidiaries of Triad or Permitted
   Joint Ventures as a result of such Asset Sale; and

      (f) appropriate amounts to be provided by Triad or any Restricted
   Subsidiary, as the case may be, as a reserve required in accordance with
   GAAP against any liabilities associated with such Asset Sale and retained by
   Triad or any Restricted Subsidiary, as the case may be, after such Asset
   Sale, including, without limitation, pension and other post-employment
   benefit liabilities, liabilities related to environmental matters and
   liabilities under any indemnification obligations associated with such Asset
   Sale, all as reflected in an officers' certificate delivered to the trustee.

   ''Note Guarantee'' means any guarantee of the obligations of Triad under the
Indenture and the notes by any Restricted Subsidiary in accordance with the
provisions of the Indenture.

   ''Permitted Indebtedness'' means any of the following:

      (a) Indebtedness of Triad or any Restricted Subsidiary under the senior
   secured credit agreement in an aggregate principal amount at any one time
   outstanding not to exceed $1.2 billion;

      (b) Indebtedness of Triad pursuant to the notes or of any Restricted
   Subsidiary pursuant to a Note Guarantee;

      (c) without duplication, Indebtedness of Triad or any Restricted
   Subsidiary outstanding on the date of the indenture and immediately
   following consummation of the Transactions in an amount not to exceed $350
   million (including the Existing 11% Senior Subordinated Notes);

      (d) Indebtedness of Triad owing to any Restricted Subsidiary; provided
   that any disposition, pledge or transfer of any such Indebtedness to a
   Person, other than a disposition, pledge or transfer to Triad or another
   Restricted Subsidiary, shall be deemed to be an incurrence of such
   Indebtedness by Triad not permitted by this clause (d);

      (e) Indebtedness of a Restricted Subsidiary owing to Triad or to another
   Restricted Subsidiary; provided that any disposition, pledge or transfer of
   any such Indebtedness to a Person, other than a disposition, pledge or
   transfer to Triad or a Restricted Subsidiary, shall be deemed to be an
   incurrence of such Indebtedness by such Restricted Subsidiary not permitted
   by this clause (e);

      (f) guarantees of any Restricted Subsidiary made in accordance with the
   provisions of the ''Limitation on Guarantees of Indebtedness by Restricted
   Subsidiaries'' covenant;

      (g) obligations of Triad or any guarantor entered into in the ordinary
   course of business:

          (1) pursuant to Interest Rate Agreements designed to protect Triad or
       any Restricted Subsidiary against fluctuations in interest rates in
       respect of Indebtedness of Triad or any Restricted Subsidiary, which
       obligations do not exceed the aggregate principal amount of such
       Indebtedness; and

          (2) pursuant to Currency Agreements entered into by Triad or any of
       its Restricted Subsidiaries in respect of its assets or obligations, as
       the case may be, denominated in a foreign currency;

      (h) Indebtedness of Triad or any guarantor in respect of Purchase Money
   Obligations and Capitalized Lease Obligations of Triad or any guarantor in
   an aggregate amount which does not exceed $40.0 million at any one time
   outstanding;

                                      110



      (i) Indebtedness of Triad or any guarantor consisting of guarantees,
   indemnities, hold backs or obligations in respect of purchase price
   adjustments in connection with the acquisition or disposition of assets,
   including, without limitation, shares of Capital Stock of Restricted
   Subsidiaries, or contingent payment obligations incurred in connection with
   the acquisition of assets which are contingent on the performance of the
   assets acquired, other than guarantees of Indebtedness incurred by any
   Person acquiring all or any portion of such assets of shares of Capital
   Stock of such Restricted Subsidiary for the purpose of financing such
   acquisition; provided that the maximum allowable liability in respect of all
   such Indebtedness shall at no time exceed the gross proceeds actually
   received by Triad and its Restricted Subsidiaries;

      (j) Indebtedness of Triad or any guarantor represented by:

          (1) letters of credit for the account of Triad or any Restricted
       Subsidiary; or

          (2) other obligations to reimburse third parties pursuant to any
       surety bond or other similar arrangements, which letters of credit or
       other obligations, as the case may be, are intended to provide security
       for workers' compensation claims, payment obligations in connection with
       self-insurance or other similar requirements in the ordinary course of
       business;

      (k) any renewals, extensions, substitutions, refinancing or replacements
   (each, for purposes of this clause, a ''refinancing'') of any Indebtedness
   incurred pursuant to the first paragraph under ''Certain
   Covenants--Limitation on Indebtedness'' or referred to in clauses (b) or (c)
   of this definition, including any successive refinancings, so long as:

          (1) any such new indebtedness shall be in a principal amount that
       does not exceed the principal amount so refinanced, plus the lesser of
       the amount of any premium required to be paid in connection with such
       refinancing pursuant to the terms of the Indebtedness refinanced or the
       amount of any premium reasonably determined as necessary to accomplish
       such refinancing;

          (2) in the case of any refinancing by Triad of Indebtedness that is
       pari passu in right of payment with the notes or Indebtedness that is
       subordinate to the notes, such new Indebtedness is made pari passu with
       or subordinate to the notes at least to the same extent as the
       Indebtedness being refinanced;

          (3) in the case of any refinancing by any guarantor of Indebtedness
       that is pari passu in right of payment with its Note Guarantee or
       Indebtedness that is subordinate to its Note Guarantee, such new
       Indebtedness is made pari passu with or subordinate to its Note
       Guarantee at least to the same extent as the Indebtedness being
       refinanced;

          (4) such new Indebtedness has an Average Life no shorter than the
       Average Life of the Indebtedness being refinanced and final stated
       maturity date of principal no earlier than the final stated maturity
       date of principal of the Indebtedness being refinanced; and

          (5) Indebtedness of Triad or a guarantor may only be refinanced with
       Indebtedness of Triad or a guarantor, as the case may be;

      (l) payments to or by Triad to fund the payment of or payment by Triad of
   dividends, loans, distributions or annual contributions calculated in
   accordance with the requirements of Section 415 of the Internal Revenue Code
   to the ESOP in amounts equal to amounts expended by Triad or Triad to
   repurchase shares of its Capital Stock from deceased or retired employees in
   accordance with the terms of the ESOP as in effect on the date of the
   indenture and from employees whose employment with Triad or any of its
   subsidiaries has terminated for any reason, in each case contemplated by
   this clause (1) only to the extent mandatorily required by the ESOP as in
   effect on the date of the indenture, the Internal Revenue Code or ERISA;
   and, provided, further, that in each such case Triad has deferred making any
   cash payments in respect of such repurchase obligations to the maximum
   extent possible under the ESOP as in effect on the date of the indenture or
   as modified from time to time to comply with law;

      (m) Physician Support Obligations incurred by Triad or any Restricted
   Subsidiary;

                                      111



      (n) Indebtedness of Triad or any guarantor not otherwise permitted by the
   foregoing clauses (a) through (m) or clause (o) below in an aggregate
   principal amount not in excess of $80.0 million at any one time outstanding;
   and

      (o) the 8 3/4% Senior Subordinated Notes due 2005 of Quorum Health Group,
   Inc., as long as the QHGI Notes Redemption has been mailed to holders of
   such notes, and a dollar amount sufficient to cover the outstanding
   principal and interest and any applicable redemption premium has been
   deposited with the appropriate trustee on or before the Issue Date, and all
   of outstanding the 8 3/4% Senior Subordinated Notes due 2005 of Quorum Health
   Group, Inc. have been redeemed within 60 days after the Issue Date.

   ''Permitted Investments'' means any of the following:

      (a) Investments in Cash Equivalents;

      (b) Investments in Triad or any Guarantor;

      (c) intercompany Indebtedness to the extent permitted under clauses (d)
   or (e) of the definition of ''Permitted Indebtedness;

      (d) Investments in an amount not to exceed $20.0 million at any one time
   outstanding;

      (e) Investments by Triad or any Restricted Subsidiary in another Person,
   if as a result of such Investment:

          (1) such other Person becomes a Restricted Subsidiary; or

          (2) such other Person is merged or consolidated with or into, or
       transfers or conveys all or substantially all of its assets to, Triad or
       a Restricted Subsidiary;

      (f) Investments acquired in the Transactions;

      (g) bonds, notes, debentures and other securities received as
   consideration for Assets Sales to the extent permitted under the
   ''Limitation on Sale of Assets'' covenant;

      (h) any Investment in a Person engaged principally in a Related Business
   prior to such Investment if:

          (1) Triad would, at the time of such Investment and after giving pro
       forma effect thereto as if such Investment had been made at the
       beginning of the most recently ended four full fiscal quarter period for
       which consolidated financial statements are available immediately
       preceding the date of such Investment, have been permitted to incur at
       least $1.00 of additional Indebtedness pursuant to the Consolidated
       Fixed Charge Coverage Ratio test set forth in the first paragraph under
       the ''Limitation on Indebtedness'' covenant; and

          (2) the aggregate amount, including cash and the book value of
       property other than cash, as determined by the board of directors, of
       all Investments made pursuant to this clause (h) by Triad and its
       Restricted Subsidiaries does not exceed in the aggregate 20% of the
       Total Assets of Triad at the time the Investment is made; provided that
       Investments of up to $40.0 million shall be permitted under this
       paragraph (h) without regard to the requirements of clause (1) of this
       paragraph (h);

      (i) Physician Support Obligations made by Triad or any Restricted
   Subsidiary;

      (j) in the event Triad or a Restricted Subsidiary shall establish a
   subsidiary for the purpose of insuring the healthcare businesses or
   facilities owned or operated by Triad, any subsidiary, any Permitted Joint
   Venture or any physician employed by or on the medical staff of any such
   business or facility (the ''Insurance Subsidiary''), Investments in an
   amount which do not exceed the minimum amount of capital required under the
   laws of the jurisdiction in which the Insurance Subsidiary is formed, and
   any Investment by such Insurance Subsidiary which is a legal investment for
   an insurance company under the laws of the jurisdiction in which the
   Insurance Subsidiary is formed and made in the ordinary course of business
   and rated in one of the four highest rating categories;

                                      112



      (k) Investments made in connection with Hospital Swaps;

      (l) Investments in prepaid expenses, negotiable instruments held for
   collection and lease, utility and workers' compensation, performance and
   other similar deposits made in the ordinary course of business;

      (m) loans and advances to officers, directors and employees made in the
   ordinary course of business of less than $15.0 million in the aggregate at
   any one time outstanding;

      (n) Interest Rate Agreements and Currency Agreements permitted under
   ''Certain Covenants--Limitation on Indebtedness'';

      (o) Investments represented by accounts receivable created or acquired in
   the ordinary course of business;

      (p) Investments existing on the date on which the notes were originally
   issued and any renewal or replacement thereof on terms and conditions no
   less favorable than that being renewed or replaced;

      (q) any Investment to the extent that the consideration therefor is
   Qualified Capital Stock;

      (r) shares of Capital Stock or other securities received in settlement of
   debts owed to Triad or any Restricted Subsidiary as a result of foreclosure,
   perfection or enforcement of any Lien or indebtedness or in connection with
   any good faith settlement of a bankruptcy proceeding;

      (s) the ESOP Loans; or

      (t) any Investment in an Exempt Subsidiary if the aggregate amount
   (including cash and the book value of property other than cash, as
   determined by the Board of Directors of Triad) of all investments made
   pursuant to this paragraph (t) by Triad and its Restricted Subsidiaries
   (determined as of the time made), when added to the total consolidated
   assets of all Exempt Subsidiaries, does not exceed in the aggregate 20% of
   the Total Assets of Triad at the time the investment is made.

   ''Permitted Joint Venture'' means, with respect to any Person:

      (a) any corporation, association, limited liability company or other
   business entity (other than a partnership) of which 50% or more of the total
   voting power of shares of Capital Stock entitled, without regard to the
   occurrence of any contingency, to vote in the election of directors,
   managers or trustees thereof and 50% or more of the total equity interests
   is at the time of determination owned or controlled, directly or indirectly,
   by such Person or one or more of the Restricted Subsidiaries of that Person
   or a combination thereof; and

      (b) any partnership of which 50% or more of the general or limited
   partnership interests are owned or controlled, directly or indirectly, by
   such Person or one or more of the Restricted Subsidiaries of that Person or
   a combination thereof, which in the case of each of clauses (a) and (b) is
   engaged in a Related Business.

   ''Permitted Liens'' means:

      (a) Liens existing on the Issue Date;

      (b) Liens securing any Interest Rate Agreements of Triad or any
   Restricted Subsidiary;

      (c) Liens securing any Indebtedness incurred under clause (k) of the
   definition of ''Permitted Indebtedness,'' the proceeds of which are used to
   refinance Indebtedness of Triad or any Restricted Subsidiary; provided that
   such Liens extend to or cover only the assets currently securing the
   Indebtedness being refinanced;

      (d) Liens securing Acquired Indebtedness incurred by Triad and any
   Restricted Subsidiary and permitted under the ''Limitation on Indebtedness''
   covenant, provided that such Liens attach solely to the assets acquired;

      (e) Liens securing Indebtedness owing to Triad or a Restricted
   Subsidiary;

                                      113



      (f) Liens securing Purchase Money Obligations incurred in accordance with
   the indenture;

      (g) Liens for taxes, assessments or governmental charges or claims
   either:

          (1) not delinquent; or

          (2) contested in good faith by appropriate proceedings and as to
       which Triad or its Restricted Subsidiaries shall have set aside on its
       books such reserves as required pursuant to GAAP;

      (h) statutory Liens and other Liens imposed by law incurred in the
   ordinary course of business for sums not yet delinquent or being contested
   in good faith, if Triad or its Restricted Subsidiaries shall have made such
   reserves, as required by GAAP;

      (i) Liens incurred or deposits made in the ordinary course of business in
   connection with workers' compensation, unemployment insurance and other
   types of social security, or to secure the performance of tenders, statutory
   obligations, surety and appeal bonds, bids, leases, government contracts,
   performance and return-of-money bonds and other similar obligations;

      (j) judgment Liens not giving rise to an Event of Default so long as such
   Lien is adequately bonded and any appropriate legal proceedings which may
   have been duly initiated for the review of such judgment shall not have been
   finally terminated or the period within which such proceedings may be
   initiated shall not have expired;

      (k) easements, rights-of-way, zoning restrictions and other similar
   charges or encumbrances in respect of real property not interfering in any
   material respect with the conduct of the business of Triad or any of its
   Restricted Subsidiaries;

      (l) any interest or title of a lessor in assets or property subject to
   Capitalized Lease Obligations or an operating lease of Triad or any
   Restricted Subsidiary;

      (m) Liens securing Indebtedness incurred under the senior secured credit
   agreement; or

      (n) Liens acquired in the Transactions.

   ''Person'' means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

   ''Physician Support Obligation'' means a loan to or on behalf of, or a
guarantee of indebtedness of, a physician or healthcare professional providing
service to patients in the service area of a Hospital or other health care
facility operated by Triad or any of its Restricted Subsidiaries made or given
by Triad or any Subsidiary of Triad:

      (a) in the ordinary course of its business; and

      (b) pursuant to a written agreement having a period not to exceed four
   years.

   ''Public Equity Offering'' means an offer and sale of common stock which is
Qualified Capital Stock of Triad made on a primary basis by Triad pursuant to a
registration statement that has been declared effective by the Commission
pursuant to the Securities Act, other than a registration statement on Form S-8
or otherwise relating to equity securities issuable under any employee benefit
plan of Triad.

   ''Purchase Money Obligations'' means any Indebtedness of Triad or any
Restricted Subsidiary incurred to finance the acquisition or construction of
any property or business, including Indebtedness incurred within 90 days
following such acquisition or construction, including Indebtedness of a Person
existing at the time such Person becomes a subsidiary of Triad or is assumed by
Triad or a subsidiary of Triad in connection with the acquisition of assets
from such person; provided, however, that any Lien on such Indebtedness shall
not extend to any property other than the property so acquired or constructed.

                                      114



   ''QHGI Notes Redemption'' means the optional redemption of the 83/4% Senior
Subordinated Notes due 2005 of Quorum Health Group, Inc.

   ''QHR Disposition'' means the sale, or contribution in connection with
formation of a joint venture, directly or indirectly, of all or a portion of
the assets, business or membership interests of Quorum Health Resources LLC (or
any successors thereto) as it exists on the date of the merger of Quorum Health
Group, Inc. with and into Triad (the ''Merger Date''), as it is developed
consistent with the business it conducts on the Merger Date, and of any
business or assets reasonably related or ancillary thereto, consummated within
12 months after the Merger Date; provided however, that no such transaction
shall be permitted (i) if Triad or any of its Restricted Subsidiaries shall
have invested more than $10 million in Quorum Health Resources, LLC since the
Merger Date (net of reduction in such investments); (ii) unless Triad or a
Guarantor shall have received consideration of at least $50 million in cash or
Cash Equivalents plus the aggregate amount of Investments made in Quorum Health
Resources, LLC since the Merger Date by Triad or any of its Restricted
Subsidiaries; and (iii) if any joint venture created in connection with such
transaction is a Subsidiary immediately after consummation of such transaction.

   ''Qualified Capital Stock'' of any Person means any and all Capital Stock of
such Person other than Redeemable Capital Stock.

   ''Qualified Equity Offering'' means:

      (a) any Public Equity Offering; or

      (b) an offering of Qualified Capital Stock of Triad or Triad to
   non-Affiliates with gross proceeds to Triad or Triad in excess of $50.0
   million.

   ''Redeemable Capital Stock'' means any class of Capital Stock that, either
by its terms, by the terms of any securities into which it is convertible or
exchangeable or by contract or otherwise, is, or upon the happening of an event
or passage of time would be, required to be redeemed, whether by sinking fund
or otherwise, prior to the date that is 91 days after the final stated maturity
date of the notes or is redeemable at the option of the holder thereof at any
time prior to such date, or is convertible into or exchangeable for debt
securities at any time prior to such date, unless it is convertible or
exchangeable solely at the option of Triad.

   ''Related Business'' means a healthcare business affiliated or associated
with a Hospital or any business related or ancillary to the provision of
healthcare services or information or the investment in, or the management,
leasing or operation of, a Hospital.

   ''Restricted Subsidiary'' means any subsidiary other than an Unrestricted
Subsidiary.

   ''sale and leaseback transaction'' means any transaction or series of
related transactions pursuant to which Triad or a Restricted Subsidiary sells
or transfers any property or assets in connection with the leasing of such
property or asset to the seller or transferor.

   ''senior secured credit agreement'' means the credit agreement dated April
27, 2001 among Triad, the lenders party thereto, Merrill Lynch & Co. and Banc
of America Securities LLC as Co-Lead Arrangers, Merrill Lynch & Co. as
Syndication Agent and Bank America, N.A., as Administrative Agent, together
with the documents related thereto (including without limitation any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity, refinancing, replacing or otherwise restructuring (including
increasing the available amount of borrowings thereunder or adding Subsidiaries
of Triad as additional borrowers or Guarantors thereunder) all or any portion
of the Indebtedness under such agreements or any successor or replacement
agreements and whether by the same or any other agent, lender or group of
lenders.

                                      115



   ''stated maturity'' means, when used with respect to any note or any
installment of interest thereon, the date specified in such note as the fixed
date on which the principal of such note or such installment of interest is due
and payable, and, when used with respect to any other Indebtedness, means the
date specified in the instrument governing such indebtedness as the fixed date
on which the principal of such indebtedness or any installment of interest
thereon is due and payable.

   ''subsidiary'' means any Person a majority of the equity ownership or voting
stock of which is at the time owned, directly or indirectly, by Triad or by one
or more other subsidiaries. For purposes of this definition, any directors'
qualifying shares shall be disregarded in determining the ownership of a
subsidiary.

   ''Total Assets'' of Triad means the total consolidated assets of Triad and
its Restricted Subsidiaries as shown on the most recent balance sheet of Triad.

   ''Transaction Agreements'' means the collective reference to the:

      (a) Merger Agreement;

      (b) senior secured credit agreement; and

      (c) agreements relating to the QHR Disposition.

   ''Transactions'' means the merger of Quorum with and into Triad, the related
financing transactions, the QHR Disposition and the QHGI Notes Redemption.

   ''Unrestricted Subsidiary'' means:

      (a) any direct or indirect subsidiary that at the time of determination
   shall be an Unrestricted Subsidiary, as designated by the board of directors
   of Triad, as provided below; and

      (b) any subsidiary of any Unrestricted Subsidiary; provided, however,
   that in no event shall any guarantor be an Unrestricted Subsidiary. The
   board of directors of Triad may designate any subsidiary to be an
   Unrestricted Subsidiary so long as:

          (1) neither Triad nor any Restricted Subsidiary is directly or
       indirectly liable for any Indebtedness of such subsidiary;

          (2) no default with respect to any Indebtedness of such subsidiary
       would permit, upon notice, lapse of time or otherwise, any holder of any
       other Indebtedness of Triad or any Restricted Subsidiary, except any
       nonrecourse guarantee given solely to support the pledge by Triad or a
       Restricted Subsidiary of the Capital Stock of an Unrestricted
       Subsidiary, to declare a default on such other Indebtedness or cause the
       payment thereof to be accelerated or payable prior to its stated
       maturity; and

          (3) any Investment in such subsidiary made as a result of designating
       such subsidiary an Unrestricted Subsidiary will not violate the
       provisions of the ''Limitation on Unrestricted Subsidiaries'' covenant.
       Any such designation by the board of directors of Triad shall be
       evidenced to the trustee by filing a board resolution with the trustee
       giving effect to such designation. The board of directors of Triad may
       designate any Unrestricted Subsidiary as a Restricted Subsidiary if
       immediately after giving effect to such designation, there would be no
       Default or Event of Default under the indenture and Triad would be
       permitted to incur $1.00 of additional Indebtedness, other than
       Permitted Indebtedness, pursuant to the ''Limitation on Indebtedness''
       covenant.

   ''U.S. Government Obligations'' means securities that are:

      (a) direct obligations of the United States of America for the timely
   payment of which its full faith and credit is pledged; or

                                      116



      (b) obligations of a Person controlled or supervised by and acting as an
   agency or instrumentality of the United States of America the timely payment
   of which is unconditionally guaranteed as a full faith and credit obligation
   by the United States of America, which, in either case, are not callable or
   redeemable at the option of the issuer thereof, and shall also include a
   depository receipt issued by a bank (as defined in Section 3(a)(2) of the
   Securities Act), as custodian with respect to any such U.S. Government
   Obligation or a specific payment of principal of or interest on any such
   U.S. Government Obligation held by such custodian for the account of the
   holder of such depository receipt, provided that, except as required by law,
   such custodian is not authorized to make any deduction from the amount
   payable to the holder of such depository receipt from any amount received by
   the custodian in respect of the U.S. Government Obligation or the specific
   payment of principal of or interest on the U.S. Government Obligation
   evidenced by such depository receipt.

                                      117



                         BOOK ENTRY; DELIVERY AND FORM

   Except as set forth below, the exchange notes will be issued in the form of
one or more fully registered notes in global form without coupons (each a
"Global Note"). The Global Notes will be deposited with, or on behalf of, The
Depositary Trust Company, New York, New York ("DTC") and registered in the name
of DTC or a nominee thereof. The old notes, to the extent validly tendered and
accepted and directed by their holders in their letters of transmittal, will be
exchanged through book-entry electronic transfer for interests in the Global
Notes.

Global Notes

   Pursuant to procedures established by DTC, interests in the Global Notes
will be shown on, and the transfer of such interest will be effected only
through, records maintained by DTC or its nominee with respect to interests of
persons who have accounts with DTC ("participants") and the records of
participants with respect to interests of persons other than participants.

   So long as DTC or its nominee is the registered owner or holder of the
exchange notes, DTC or such nominee will be considered the sole owner or holder
of the exchange notes represented by such Global Notes for all purposes under
the indenture. No beneficial owner of an interest in the Global Notes will be
able to transfer such interest except in accordance with DTC's procedures, in
addition to those provided for under the indenture with respect to the exchange
notes.

   The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, your ability to
transfer your beneficial interests in a Global Note to such persons may be
limited to that extent. Because DTC can act only on behalf of its participants,
which in turn act on behalf of indirect participants and certain banks, your
ability to pledge your interests in a Global Note to persons or entities that
do not participate in the DTC system, or otherwise take actions in respect of
such interests, may be affected by the lack of a physical certificate
evidencing such interests.

   We will make payments of the principal of, premium, if any, and interest on
Global Notes to DTC or its nominee as the registered owner thereof. Neither we
nor the trustee nor any of their respective agents will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in the Global Notes or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

   We expect that DTC or its nominee, on receipt of any payment of principal or
interest in respect of a Global Note representing any exchange notes held by it
or its nominee, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Note for such exchange notes as shown on the records of
DTC or its nominee. We also expect that payments by participants to owners of
beneficial interests in such Global Note held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name."
Such payment will be the responsibility of such participants.

   Transfers between participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds.

   Exchange notes that are issued as described below under "Certificated Notes"
will be issued in registered definitive form without coupons (each, a
"Certificated Note"). Upon transfer of Certificated Notes, such Certificated
Notes may, unless the Global Note has previously been exchanged for
Certificated Notes, be exchanged for an interest in the Global Note
representing the principal amount of notes being transferred.

   DTC has advised us that it will take any action permitted to be taken by a
holder of old notes, including the presentation of notes for exchange as
described below and the conversion of notes, only at the direction of one or

                                      118



more participants to whose account with DTC interests in the Global Notes are
credited and only in respect of such portion of the aggregate principal amount
of the old notes as to which such participant or participants has or have given
such direction. However, if there is an Event of Default under the old notes,
the Global Notes will be exchanged for legended notes in certificated form, and
distributed to DTC's participants.

   DTC has advised us that it is:

      (1) a limited purpose trust company organized under the laws of the State
   of New York;

      (2) a member of the Federal Reserve System;

      (3) a "clearing corporation" within the meaning of the Uniform Commercial
   Code; and

      (4) a "Clearing Agency" registered pursuant to the provisions of Section
   17A of the Exchange Act.

   DTC was created to hold securities for its participants and facilitate the
clearance and settlement of securities transactions between participants
through electronic book-entry changes in accounts of its participants, thereby
eliminating the need for physical transfer and delivery of certificates.
Participants include securities brokers and dealers, banks, trust companies and
clearing corporations and may include certain other organizations. Indirect
access to the DTC system is available to other entities such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly ("indirect
participants").

   Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of beneficial ownership interests in the Global Notes among
participants of DTC, it is under no obligation to perform or continue to
perform such procedures, and such procedures may be discontinued at any time.
Neither we, nor the trustee nor any of their respective agents will have any
responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations, including maintaining, supervising or reviewing the
records relating to, or payments made on account of, beneficial ownership
interests in Global Notes.

Certificated Notes

   You may not exchange your beneficial interest in a Global Note for a note in
certificated form unless:

      (1) DTC notifies us that it is unwilling or unable to continue as
   depositary for the Global Note, or DTC ceases to be a "clearing agency"
   registered under the Exchange Act, and in either case, we thereupon fail to
   appoint a successor depositary within 120 days; or

      (2) we, at our option, notify the trustee in writing that we are electing
   to issue the notes in certificated form; or

      (3) an Event of Default shall have occurred and be continuing with
   respect to the notes.

   In all cases, Certificated Notes delivered in exchange for any Global Note
or beneficial interests therein will be registered in the names, and issued in
any approved denominations, requested by or on behalf of the depositary in
accordance with its customary procedures.

                                      119



                             PLAN OF DISTRIBUTION

   Each Participating Broker-Dealer that receives exchange notes for its own
account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a Participating Broker-Dealer in connection with resales of exchange notes
received in exchange for notes where such notes were acquired as a result of
market-making activities or other trading activities. We have agreed that, for
a period of 180 days after the expiration date, we will make this prospectus,
as it may be amended or supplemented, available to any Participating
Broker-Dealer for use in connection with any such resale.

   We will not receive any proceeds from any sale of exchange notes by
Participating Broker-Dealers.

   Exchange notes received by Participating Broker-Dealers for their own
account pursuant to the exchange offer may be sold from time to time in one or
more transactions:

  .  in the over-the-counter market;

  .  in negotiated transactions;

  .  through the writing of options on the exchange notes; or

  .  a combination of such methods of resale

at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices.

   Any such resale may be made:

  .  directly to purchasers; or

  .  to or through brokers or dealers who may receive compensation in the form
     of commissions or concessions from any such Participating Broker-Dealer or
     the purchasers of any such exchange notes.

   Any Participating Broker-Dealer that resells exchange notes that were
received by it for its own account pursuant to the exchange offer and any
broker or dealer that participates in a distribution of such new notes may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of exchange notes and any commission or concessions
received by any such persons may be deemed to be underwriting compensation
under the Securities Act. The letter of transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
Participating Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

   For a period of 180 days after the expiration date, we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any Participating Broker-Dealer that requests such documents in
the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer, including the expenses of one counsel for the holders of the
notes, other than commissions and concessions of any Participating
Broker-Dealer and will indemnify the holders of the notes, including any
Participating Broker-Dealers, against certain liabilities, including
liabilities under the Securities Act.

                                      120



                MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

   The following is a discussion of the material U.S. federal income tax
considerations relevant to the exchange of old notes for the exchange notes
pursuant to the exchange offer. This discussion is based upon currently
existing provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all as in effect on the date hereof and all of which
are subject to change, possibly on a retroactive basis. There can be no
assurance that the Internal Revenue Service will not take positions contrary to
those taken in this discussion, and no ruling from the Internal Revenue Service
has been or will be sought. This discussion does not address all of the U.S.
federal income tax considerations that may be relevant to particular holders of
notes in light of their individual circumstances, nor does it address the U.S.
federal income tax considerations that may be relevant to holders subject to
special rules, including, for example, banks and other financial institutions,
insurance companies, tax-exempt entities, dealers in securities, and persons
holding notes as part of a hedging or conversion transaction or a straddle.

   Holders are urged to consult their own tax advisors as to the particular
U.S. federal income tax consequences to them of exchanging old notes for
exchange notes, as well as the tax consequences under state, local, foreign and
other tax laws, and the possible effects of changes in tax laws.

   We believe that the exchange of old notes for the exchange notes pursuant to
the exchange offer will not be treated as an "exchange" for U.S. federal income
tax purposes. Consequently, we believe that a holder that exchanges old notes
for exchange notes pursuant to the exchange offer will not recognize taxable
gain or loss on such exchange, such holder's adjusted tax basis in the exchange
notes will be the same as its adjusted tax basis in the old notes exchanged
therefor immediately before such exchange, and such holder's holding period for
the exchange notes will include the holding period for the old notes exchanged
therefor.

                                      121



                                 LEGAL MATTERS

   The validity of the exchange notes offered hereby will be passed upon for us
by Dewey Ballantine LLP, New York, New York.

                                    EXPERTS

   The consolidated financial statements of Triad Hospitals, Inc. and
subsidiaries at December 31, 2000 and 1999, and for each of the three years in
the period ended December 31, 2000, incorporated by reference in this
Prospectus by reference to the annual report on Form 10-K have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference, and is included in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.

   The consolidated financial statements and schedule of Quorum Health Group,
Inc. and subsidiaries at June 30, 2000 and 1999, and for each of the three
years in the period ended June 31, 2000, incorporated by reference in the
Prospectus by reference to the annual report on Form 10-K have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference, and is included in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.

                             AVAILABLE INFORMATION

   We file, and Quorum filed, annual, quarterly and special reports, proxy
statements and other information with the Commission. You may read and copy any
reports, statements or other information we file at the Commission's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, and the
reference rooms at Seven World Trade Center, Suite 1300, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Please call the Commission at l-800-SEC-0330 for further
information on the public reference rooms. Our Commission filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the Commission at www.sec.gov.

   This prospectus incorporates by reference the documents set forth below that
our company and Quorum have previously filed with the Commission. These
documents contain important information about our company and Quorum. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information in, or incorporated by
reference in, this prospectus.



Triad Commission Filings (File No. 0-29816)                         Period
-------------------------------------------  ------
                                          
 Annual Report on Form 10-K................. Fiscal Year ended December 31, 2000.
 Quarterly Report on Form 10-Q.............. Quarter ended March 31, 2001.
 Current Reports on Form 8-K................ Dated January 2, 2001, January 17, 2001, April 16,
                                             2001, April 17, 2001, April 18, 2001, April 30, 2001,
                                             May 8, 2001 and May 11, 2001.


Quorum Commission Filings (File No. 0-22766)                        Period
-------------------------------------------- ------
                                          
 Annual Report on Form 10-K................. Fiscal Year ended June 30, 2000.
 Amendment to Annual Report on Form 10-K/A.. Dated January 8, 2001.
 Quarterly Report on Form 10-Q.............. Quarters ended September 30, 2000 and
                                             December 31, 2000.
 Current Reports on Form 8-K................ Dated October 2, 2000, October 20, 2000,
                                             November 3, 2000 and April 24, 2001.


                                      122



   Any filings we make pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act 1934 prior to the termination or expiration of the
exchange offering will also be incorporated by reference into this prospectus.

   If you are a stockholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through us or the
Commission. Documents incorporated by reference are available from us without
charge, excluding all exhibits unless we have specifically incorporated by
reference an exhibit in this prospectus. Stockholders may obtain documents
incorporated by reference in this prospectus by requesting them in writing or
by telephone from the appropriate party at the following address:

                             Triad Hospitals, Inc.
                                13455 Noel Road
                               Dallas, TX 75240
                        Attention: Corporate Secretary
                                 972-789-2700

   You can also get more information by visiting our web site at
www.triadhospitals.com. Web site materials are not part of this prospectus.

   Descriptions in this prospectus, including those contained in the documents
incorporated by reference, of contracts and other documents are not necessarily
complete and, in each instance reference is made to the copies of these
contracts and documents filed as exhibits to the documents incorporated by
reference in this prospectus.

                                      123



                         INDEX TO FINANCIAL STATEMENTS



                                                                                              Page
                                                                                              ----
                                                                                           
QUORUM HEALTH GROUP INC.

Condensed Consolidated Statements of Operations (Unaudited)--Nine Months Ended March 31, 2001
 and 2000.................................................................................... F-2

Condensed Consolidated Balance Sheets (Unaudited)--March 31, 2001 and December 31, 2000...... F-4

Condensed Consolidated Statements of Cash Flows (Unaudited)--Nine Months Ended March 31, 2001
  and 2000................................................................................... F-6

Notes to Consolidated Financial Statements (Unaudited)....................................... F-7


                                      F-1



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                   (In thousands, except per share amounts)



                                                                                Three Months Ended
                                                                                     March 31
                                                                                -------------------
                                                                                  2001      2000
                                                                                --------  --------
                                                                                    
Revenue:
   Net patient service revenue................................................. $444,767  $420,193
   Hospital management/professional services...................................   20,277    18,694
   Reimbursable expenses.......................................................   16,022    16,735
                                                                                --------  --------
Net operating revenue..........................................................  481,066   455,622
Salaries and benefits..........................................................  205,953   185,062
Reimbursable expenses..........................................................   16,022    16,735
Supplies.......................................................................   72,274    66,000
Fees...........................................................................   42,606    41,341
Other operating expenses.......................................................   43,915    40,471
Provision for doubtful accounts................................................   31,402    31,200
Equity in earnings of affiliates...............................................   (4,557)   (7,034)
Depreciation and amortization..................................................   25,935    28,468
Synthetic lease expense........................................................    2,594     2,735
Interest.......................................................................   14,841    17,079
Government settlements, investigation alternatives and merger related costs and
  write-down of assets.........................................................   10,888     3,485
Non-cash stock compensation....................................................      710        --
Minority interest..............................................................   (1,077)    1,612
                                                                                --------  --------
Income before income taxes.....................................................   19,560    28,468
Provision for income taxes.....................................................    7,804    11,131
                                                                                --------  --------
Net income..................................................................... $ 11,756  $ 17,337
                                                                                ========  ========
Earnings per share:
   Basic....................................................................... $   0.16  $   0.24
                                                                                ========  ========
   Diluted..................................................................... $   0.15  $   0.22
                                                                                ========  ========
Weighted average shares outstanding:
   Basic.......................................................................   71,900    70,849
                                                                                ========  ========
   Diluted.....................................................................   86,969    84,590
                                                                                ========  ========


                            See accompanying notes.


                                      F-2



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                   (In thousands, except per share amounts)



                                                                                    Nine Months
                                                                                  Ended March 31
                                                                              -----------------------
                                                                                 2001        2000
                                                                              ----------  ----------
                                                                                    
Revenue:
   Net patient service revenue............................................... $1,284,969  $1,214,235
   Hospital management/professional services.................................     62,066      58,526
   Reimbursable expenses.....................................................     46,595      47,000
                                                                              ----------  ----------
Net operating revenue........................................................  1,393,630   1,319,761
Salaries and benefits........................................................    589,331     543,918
Reimbursable expenses........................................................     46,595      47,000
Supplies.....................................................................    205,118     191,460
Fees.........................................................................    126,249     118,438
Other operating expenses.....................................................    127,287     115,694
Provision for doubtful accounts..............................................     97,412     100,060
Equity in earnings of affiliates.............................................    (12,200)    (11,922)
Depreciation and amortization................................................     78,312      81,713
Synthetic lease expense......................................................      8,382       7,865
Interest.....................................................................     48,560      50,692
Government settlements, investigation and litigation related costs, strategic
  alternatives and merger related costs and write-down of assets.............    108,638       6,420
Non-cash stock compensation..................................................     12,996          --
Minority interest............................................................     (1,105)      1,805
                                                                              ----------  ----------
Income (loss) before income taxes............................................    (41,945)     66,618
Provision (benefit) for income taxes.........................................    (12,397)     26,048
                                                                              ----------  ----------
Net income (loss)............................................................ $  (29,548) $   40,570
                                                                              ==========  ==========
Earnings (loss) per share:
   Basic..................................................................... $    (0.41) $     0.57
                                                                              ==========  ==========
   Diluted................................................................... $    (0.41) $     0.53
                                                                              ==========  ==========
Weighted average shares outstanding:
   Basic.....................................................................     71,600      71,652
                                                                              ==========  ==========
   Diluted...................................................................     71,600      82,277
                                                                              ==========  ==========


                            See accompanying notes.


                                      F-3



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                   (In thousands, except per share amounts)



                                                                                   March 31    June 30
                                                                                     2001        2000
                                                                                  ----------  ----------
                                                                                        
                                     ASSETS
Current assets:
   Cash.......................................................................... $   13,195  $   13,944
   Accounts receivable, less allowance for doubtful accounts of $77,651 at March
     31, 2001 and $88,239 at June 30, 2000.......................................    352,775     348,137
   Supplies......................................................................     43,695      41,072
   Other.........................................................................     81,049      47,984
                                                                                  ----------  ----------
       Total current assets......................................................    490,714     451,137
Property, plant and equipment, at cost:
   Land..........................................................................     92,919      88,922
   Buildings and improvements....................................................    494,841     468,963
   Equipment.....................................................................    691,109     657,400
   Construction in progress......................................................     79,521      29,888
                                                                                  ----------  ----------
                                                                                   1,358,390   1,245,173
   Less accumulated depreciation.................................................    460,237     392,256
                                                                                  ----------  ----------
                                                                                     898,153     852,917
   Cost in excess of net assets acquired, net....................................    219,228     222,191
   Investments in unconsolidated entities........................................    248,123     249,885
   Other.........................................................................     77,329      80,308
                                                                                  ----------  ----------
       Total assets.............................................................. $1,933,547  $1,856,438
                                                                                  ==========  ==========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses......................................... $   99,246  $   97,493
   Accrued salaries and benefits.................................................     75,455      72,495
   Accrued government settlements................................................     82,500          --
   Other current liabilities.....................................................     36,923      26,407
   Current maturities of long-term debt..........................................        584         817
                                                                                  ----------  ----------
       Total current liabilities.................................................    294,708     197,212
Long-term debt, less current maturities..........................................    835,691     851,045
Deferred income taxes............................................................     30,610      31,010
Professional liability risks and other liabilities and deferrals.................     55,309      44,940
Minority interests in consolidated entities......................................     60,807      64,142
Commitments and contingencies
Stockholders' equity:
   Common stock, $.01 par value; 300,000 shares authorized; issued and
     outstanding 72,339 and 71,281 at March 31, 2001 and June 30, 2000,
     respectively................................................................        723         713
   Accumulated other comprehensive loss..........................................     (4,226)         --
   Additional paid-in capital....................................................    263,763     241,667
   Retained earnings.............................................................    396,162     425,709
                                                                                  ----------  ----------
                                                                                     656,422     668,089
                                                                                  ----------  ----------
       Total liabilities and stockholders' equity................................ $1,933,547  $1,856,438
                                                                                  ==========  ==========


                            See accompanying notes.


                                      F-4





                        QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                      (In thousands)

                                                                            Nine Months
                                                                          Ended March 31
                                                                       ---------------------
                                                                          2001       2000
                                                                       ---------  ---------
                                                                            
Net cash provided by operating activities............................. $ 133,526  $  93,519
Investing activities:
   Purchase of property, plant and equipment..........................   (53,548)   (74,167)
   Hospital construction..............................................   (60,836)    (4,956)
   Purchase of acquired companies, net of working capital settlements.    (8,792)   (20,016)
   Proceeds from sale of assets.......................................        --      6,906
   Other..............................................................      (250)       790
                                                                       ---------  ---------
Net cash used in investing activities.................................  (123,426)   (91,443)
Financing activities:
   Borrowings under bank debt.........................................   266,200    279,800
   Repayments of bank debt............................................  (281,100)  (423,400)
   Borrowing under convertible subordinated debentures................        --    150,000
   Proceeds from issuance of common stock, net........................     4,700      5,374
   Repurchase of common stock.........................................        --    (18,636)
   Change in outstanding checks and overnight investment..............     2,312     (5,887)
   Other..............................................................    (2,961)     1,496
                                                                       ---------  ---------
   Net cash used in financing activities..............................   (10,849)   (11,253)
                                                                       ---------  ---------
   Decrease in cash...................................................      (749)    (9,177)
   Cash at beginning of period........................................    13,944     22,258
                                                                       ---------  ---------
   Cash at end of period.............................................. $  13,195  $  13,081
                                                                       =========  =========
Supplemental cash flow information:
   Interest paid...................................................... $ (45,225) $ (46,645)
                                                                       =========  =========
   Income taxes paid.................................................. $  (4,479) $ (24,049)
                                                                       =========  =========



                            See accompanying notes.


                                      F-5



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

1. BASIS OF PRESENTATION

   The accompanying unaudited condensed consolidated financial statements of
Quorum Health Group, Inc. and subsidiaries (the "Company") have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months and nine months ended
March 31, 2001 are not necessarily indicative of the results that may be
expected for the year ending June 30, 2001. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended June 30, 2000. Certain
prior year amounts have been reclassified to conform to the current year
presentation.

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

   In 1998, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities", as amended. This standard requires the Company to
recognize all derivatives on the balance sheet at fair value. The Company's
interest rate swaps are cash flow hedges which hedge the variability in
expected cash flows from a portion of its floating rate liabilities. The
Company believes that its hedges are highly effective with changes in
effectiveness expected to be reported in other comprehensive income. The
adoption of this new FASB standard on July 1, 2000, resulted in a cumulative
effect of an accounting change, net of tax, of approximately $5.7 million being
recognized as other comprehensive income for the increase in fair value of the
interest rate swaps. During the nine months ended March 31, 2001, the decrease
in fair value of interest rate swaps, net of tax, of approximately $4.2 million
was recognized through other comprehensive loss (See Note 11). At March 31,
2001, the fair value of the interest rate swaps was a liability of $6.9
million.

   On March 31, 2000, the FASB issued its interpretation of APB Opinion No. 25
"Accounting for Certain Transactions involving Stock Compensation." The
interpretation requires variable-award accounting for stock options granted six
months before or after the cancellation or settlement of options if the new
options have a lower exercise price. The interpretation was effective July 1,
2000 and covers certain events that occurred after December 15, 1998. No
adjustments were made to financial statements for periods prior to the
effective date and no expense was recognized for any additional compensation
costs attributable to periods before the effective date.

   During the three months ended March 31, 2001, the Company recorded $0.7
million in non-cash stock option compensation expense associated with the stock
options repriced in March 1999. This change was based on an increase in vested
options partially offset by the $0.57 decrease in the Company's stock price per
share since January 1, 2001. During the nine months ended March 31, 2001, the
Company recorded $13.0 million in non-cash stock option compensation expense
associated with the stock options repriced in March 1999. This charge was based
on the $4.88 increase in the Company's stock price per share since July 1,
2000. The number of options subject to variable award accounting is comprised
of 2.1 million vested options and a percentage of approximately 1.0 million
unvested options based on their vesting schedule. The number of options
affected will decrease for options exercised or canceled and will increase as
unvested options become vested.


                                      F-6



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                  (UNAUDITED)

3. SUBSEQUENT EVENT

   On April 27, 2001, the Company completed the previously announced merger
with Triad Hospitals Inc. ("Triad") for approximately $2.4 billion through a
combination of cash, stock and the assumption of debt. Under the terms of the
merger, the Company's shareholders received $3.50 in cash and 0.4107 shares of
Triad common stock for each outstanding share of the Company's common stock,
plus cash in lieu of fractional shares of Triad common stock. The transaction
was tax-free to the Company's shareholders with respect to the stock portion of
the consideration.

4. ACQUISITIONS AND TERMINATION/TRANSFER OF LEASES

   Lease Termination. Effective March 1, 2001, the Company terminated its lease
of Carolinas Hospital System--Kingstree Hospital and sold its property to the
landlord for approximately $2.9 million.

   Acquisitions. Effective July 1, 2000, the Company acquired Wells Community
Hospital in Bluffton, Indiana and other affiliated healthcare entities for
approximately $4.7 million.

   Lease Transfer. Effective March 1, 2000, the Company transferred its
operating lease of Clinton County Hospital in Frankfort, Indiana to an
Indianapolis, Indiana healthcare system for approximately $5.0 million.

   The consideration for hospital and affiliated business acquisitions totaled
$8.8 million for the nine months ended March 31, 2001. These acquisitions were
accounted for using the purchase method of accounting. The operating results of
the acquisitions and lease termination/transfer have been included in the
accompanying Condensed Consolidated Statements of Operations for periods
subsequent to acquisition and for periods prior to lease termination/transfer.
The pro forma effect of the acquisitions and lease termination/transfer on the
Company's results of operations for the periods prior to acquisition and for
periods after lease termination/transfer were not significant.

5. WRITE-DOWN OF ASSETS

   During the three months ended March 31, 2001, the Company recorded a $4.4
million write-down of assets related to the termination of its lease of
Carolinas Hospital System--Kingstree. The write-down was recorded to government
settlements, investigation and litigation related costs, strategic alternatives
and merger related costs, and write-down of assets on the condensed
consolidated statement of operations and resulted from the sale of the
Company's property to the landlord effective March 1, 2001 (See Note 4).

6. GOVERNMENT SETTLEMENTS, INVESTIGATION AND LITIGATION RELATED COSTS,
              STRATEGIC ALTERNATIVES AND MERGER RELATED COSTS

   During the nine months ended March 31, 2001, the Company recorded $100.5
million in government settlements in its Condensed Consolidated Statement of
Operations for tentative and final agreements reached with the Civil Division,
U.S. Department of Justice to settle two qui tam lawsuits. On October 26, 2000
the Company completed settlement of the first qui tam lawsuit which primarily
involved allegedly improper allocation of costs at Flowers Hospital, Dothan,
Alabama, to its home health agency. The Company paid to the government on
October 26, 2000 approximately $18 million in connection with this settlement.
The Company has accrued a current liability related to the governmental
settlement for the tentative agreement to settle the second qui tam lawsuit,
involving Medicare cost reports. Under the terms of the tentative agreement
announced

                                      F-7



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                  (UNAUDITED)

on October 2, 2000, the settlement amount to be paid to the government is $77.5
million, with interest accruing at 7.25% from October 2, 2000 until final
resolution of a settlement agreement and a corporate integrity agreement. The
tentative agreement was conditioned on negotiation and completion of a mutually
satisfactory settlement agreement and corporate integrity agreement. On April
5, 2001, the Company agreed in principle to increase the settlement amount by
$5.0 million in connection with the ongoing mediation of the settlement. This
settlement was accrued during the three months ended March 31, 2001 and was
paid subsequent to the merger (See Note 10).

   The Company incurred investigation and litigation related costs related
primarily to the qui tam and shareholder actions against the Company of $0.5
million and $3.5 million during the three months ended March 31, 2001 and 2000,
respectively, and $1.7 million and $6.4 million during the nine months ended
March 31, 2001 and 2000 (See Note 10).

   The Company incurred costs associated with exploring various strategic
alternatives and the proposed sale of the Company to Triad of $1.1 million
during the three months ended March 31, 2001 and $2.2 million during the nine
months ended March 31, 2001 (See Note 3).

7. INCOME TAXES

   The provision (benefit) for income taxes for the three months and nine
months ended March 31, 2001 and 2000 is different from that which would be
obtained by applying the statutory federal income tax rate to income before
income taxes due to permanent differences and the provision for state income
taxes.

8. EARNINGS (LOSS) PER SHARE

   Basic earnings (loss) per share is based on the weighted average number of
common shares outstanding. Diluted earnings (loss) per share is based on the
weighted average number of common shares outstanding, and the effect of
dilutive securities consisting of convertible subordinated debentures and stock
options. Outstanding options to purchase 0.2 million and 0.6 million shares of
common stock for the three months ended March 31, 2001 and 2000, respectively,
and 4.0 million shares of common stock for the nine months ended March 31, 2000
were not included in the computation of diluted earnings per share because the
options' exercise prices were greater than the average market price of the
common stock. The convertible debentures and outstanding options to purchase
6.8 million shares of common stock for the nine months ended March 31, 2001
were not included in the computation of diluted loss per share because the
effect would be anti-dilutive.

                                      F-8



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                  (UNAUDITED)


   The following table sets forth the computation of basic and diluted earnings
(loss) per share (in thousands, except per share amounts):



                                                                     Three Months      Nine Months
                                                                         Ended            Ended
                                                                       March 31         March 31
                                                                    --------------- -----------------
                                                                     2001    2000     2001     2000
                                                                    ------- ------- --------  -------
                                                                                  
Numerator:
   Net income (loss)............................................... $11,756 $17,337 $(29,548) $40,570
   Interest expense on convertible subordinated debentures, net of
     taxes.........................................................   1,375   1,370       --    3,198
                                                                    ------- ------- --------  -------
   Numerator for dilutive earnings (loss) per share................ $13,131 $18,707 $(29,548) $43,768
                                                                    ======= ======= ========  =======
Denominator:
   Shares used for basic earnings (loss) per share.................  71,900  70,849   71,600   71,652
   Effect of dilutive securities:
       Convertible subordinated debentures.........................  13,333  13,333       --   10,370
       Stock options...............................................   1,735     408       --      255
                                                                    ------- ------- --------  -------
   Shares used for dilutive earnings (loss) per share..............  86,969  84,590   71,600   82,277
                                                                    ======= ======= ========  =======
   Basic earnings (loss) per share................................. $  0.16 $  0.24 $  (0.41) $  0.57
                                                                    ======= ======= ========  =======
   Diluted earnings (loss) per share............................... $  0.15 $  0.22 $  (0.41) $  0.53
                                                                    ======= ======= ========  =======


9. COMMITMENTS

   The Company is constructing a replacement hospital in Vicksburg, Mississippi
and a new acute-care hospital in Ft. Wayne, Indiana. The Vicksburg hospital has
an estimated total project cost of approximately $108 million with an expected
completion date of February 2002. The Ft. Wayne hospital was opened on April 9,
2001 and has an estimated total project cost of approximately $44 million. In
connection with the construction, the Company has contracts outstanding for
approximately $85 million, of which approximately $54 million has been incurred
to date.

10. CONTINGENCIES

   Management continually evaluates contingencies based on the best available
evidence and believes that provision for losses has been provided to the extent
necessary.

  Net Patient Service Revenue

   Final determination of amounts earned under the Medicare and Medicaid
programs often occurs in subsequent years because of audits by the programs,
rights of appeal and the application of numerous technical provisions. In the
opinion of management, adequate provision has been made for adjustments that
may result from such routine audits and appeals.

  Income Taxes

   The IRS is in the process of conducting examinations of the Company's
federal income tax returns for the fiscal years ended June 30, 1996 through
1998. The IRS has proposed certain adjustments in connection with its prior
examination of the Company's federal income tax returns for the fiscal years
ending June 30, 1993 through

                                      F-9



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                  (UNAUDITED)

1995. The most significant adjustments involve the tax accounting methods
adopted for computing bad debt expense and the valuation of purchased hospital
property, plant and equipment and related depreciable lives. The Company has
protested substantially all of the proposed adjustments through the appeals
process of the IRS. In the opinion of management, the ultimate outcome of the
IRS examinations will not have a material effect on the Company's results of
operations or financial position.

  Litigation

   The Company is currently, and from time to time expects to be, subject to
claims and suits arising in the ordinary course of business, including claims
for personal injuries and breach of management contracts. Plaintiffs in these
matters may request punitive or other damages that may not be covered by
insurance. Except for the litigation described below and other litigation,
administrative proceedings or investigations which may arise under the False
Claims Act or similar laws, the Company is not aware that it is currently a
party to any such proceeding which, in management's opinion, if adversely
decided, would have a material effect on the Company's results of operations or
financial position.

   Professional Liability Judgment. On February 29, 2000, an amended final
trial judgment was entered against the Company's subsidiary, Quorum Health
Resources, LLC ("QHR"), in the amount of approximately $57 million in the case
of David X. and Veronica Rodriguez, Individually and as Next Friends of
Cristina Rodriguez, a minor v Quorum Health Resources, LLC, in the 365th
District Court, Maverick County, Texas. The lawsuit arose out of the treatment
provided beginning July 2, 1994 at Fort Duncan Medical Center, an acute care
hospital formerly managed by QHR. In February 2001, a settlement agreement and
releases were executed in the amount of $31 million. The Company's primary
insurer has funded this settlement.

   False Claims Act Litigation. At a meeting in September 1998, the Company
learned from the government that it would likely join in a lawsuit filed
against the Company under the False Claims Act. The suit was filed in January
1993 by a former employee of a hospital managed by a Company subsidiary. These
lawsuits, commonly known as qui tam actions, are filed "under seal." That means
that the claims are kept secret until the government decides whether to join
the case. The person who files the lawsuit is called a "relator". The
government joined the case against the Company in October 1998. The relator's
lawsuit named the Company and its subsidiary, Quorum Health Resources, LLC, HCA
and all hospitals that the Company or HCA owned, operated or managed from 1984
through 1997, as defendants. The unsealed complaint, prepared by the relator,
alleged that the Company knowingly prepared and caused to be filed cost reports
which claimed payments from Medicare and other government payment programs
greater than the amounts due.

   On February 24, 1999, the government filed its own complaint in the case.
The new complaint alleges that the Company, on behalf of hospitals it managed
between 1985 and 1995 and hospitals it owned from 1990 to the date of the
complaint, violated the False Claims Act by knowingly submitting or causing to
be submitted false Medicare cost reports, resulting in the submission of false
claims to the federal health care programs.

   The government asserts that the alleged false claims in the cost reports
are, in part, reflected in "reserve analyses" created by the Company. The
complaint also alleges that these cost report filings were prepared as the
result of Company policy.

   This qui tam action seeks three times the amount of damages caused to the
United States by the Company's submission of any alleged false claims to the
government, civil penalties of not less than $5,000 nor more than $10,000 for
each false claim, and the relator's attorneys' fees and costs.

                                     F-10



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                  (UNAUDITED)


   On October 2, 2000, the Company announced that it had reached an
understanding with the Civil Division, U.S. Department of Justice to recommend
an agreement to settle the Medicare cost report qui tam lawsuit. Under the
terms of the tentative agreement, the settlement amount to be paid to the
government is $77.5 million, with interest accruing at 7.25% from October 2,
2000 until final resolution of a settlement agreement and a corporate integrity
agreement. The tentative agreement is conditioned on negotiation and completion
of a mutually satisfactory settlement agreement and corporate integrity
agreement. If required to pay the settlement amount in a lump sum, the Company
may require a waiver under the Company's credit facilities.

   On April 5, 2001, the Company agreed in principle to increase the settlement
amount by $5.0 million in connection with the ongoing mediation of the
settlement.

   On April 23, 2001, a settlement agreement was signed and a stipulation of
dismissal was filed with the court dismissing all claims against the Company,
Quorum Health Resources, LLC and the other Company subsidiaries named in the
lawsuit. The settlement provided for a payment of $82.5 million to the
government, plus interest accruing on $77.5 million at 7.25% per annum from
October 2, 2000 (the date on which an understanding with the government to
settle this lawsuit was reached) to the payment date. The settlement was paid
on April 30, 2001. The settlement agreement also provides for a release, on
certain conditions, of all hospitals currently or formerly managed by Quorum
Health Resources, LLC electing to participate in the settlement.

   In connection with the settlement, the Company entered into a corporate
integrity agreement with the Office of Inspector General containing, among
other things, an affirmative obligation to report certain violations of
applicable laws and regulations. This obligation could result in greater
scrutiny by regulatory authorities. Complying with the corporate integrity
agreement may impose expensive and burdensome requirements on certain of
Triad's operations which could have a material adverse impact on Triad. Failure
to comply with the terms of the corporate integrity agreement could subject the
Company's hospitals to significant monetary penalties and/or exclusion from
Medicare, Medicaid and other governmental reimbursement programs.

   Other Qui Tam Actions and Related Investigations. In May 1998, the Company
was informed that it was a defendant in another qui tam action involving home
health services provided by two of the Company's owned hospitals and alleging
that the Company had violated Medicare laws. This action was filed under seal
in June 1996 by a former employee, whom the Company fired in April 1996. The
United States Attorney's Office allowed the Company an opportunity to review
the results of the government's investigations and discuss the allegations made
in the action prior to the government making a decision to intervene as a
plaintiff. The Company cooperated with the United States Attorney's Office and
provided additional information and made employees available for interviews.

   On October 26, 2000, the Company completed settlement of a qui tam lawsuit
which primarily involved allegedly improper allocation of costs at Flowers
Hospital, Dothan, Alabama, to its home health agency (CV-96-P1638-S, N.D.
Alabama). The Company paid to the government on October 26, 2000 approximately
$18 million in connection with this settlement. In addition to the settlement
agreement, the Company entered into a five year corporate integrity agreement
covering Flowers Hospital with the Department of Health and Human Services
Office of the Inspector General, which will be terminated upon the effective
date of the corporate integrity agreement entered into in connection with the
settlement of the qui tam lawsuit discussed above. The corporate integrity
agreement imposes certain oversight and reporting obligations that may be
costly and may have a material adverse effect on Flowers Hospital's operations.
The government always reserves the right to investigate and pursue other
allegations made by a relator under a complaint. However, under the settlement
agreement, the relator is prohibited from pursuing these additional
allegations.

                                     F-11



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                  (UNAUDITED)


   As a result of its ongoing discussions with the government, the Company has
learned that there are two additional unrelated qui tam complaints against it
alleging violations of the False Claims Act for claims allegedly submitted to
the government involving one owned and two managed hospitals. Both matters
remain under seal. With respect to the matter involving the two managed
hospitals, the government has requested that the Company conduct a self audit
with respect to one Medicare cost report for one managed hospital and three
other specific issues. The government could undertake additional investigative
efforts. The government has stated that it intends to investigate certain other
allegations. The Company is also a defendant in certain other qui tam
complaints, in which the government has declined to intervene.

   The Company from time to time may be the subject of additional
investigations or a party to additional litigation which alleges violations of
law. The Company may not know about such investigations, or about qui tam
actions filed against it.

   Stockholder Class Action. In October and November 1998, some of the
Company's stockholders filed lawsuits against the Company in the U.S. District
Court for the Middle District of Tennessee. In January 1999, the court
consolidated these cases into a single lawsuit (M.D. Tenn. No. 3-98-1004). The
plaintiffs filed an amended complaint in March 1999. The plaintiffs seek to
represent a class of plaintiffs who purchased the Company's common stock from
October 25, 1995 through October 21, 1998, except for insiders of the Company
and their immediate families. The consolidated complaint names the Company,
several of its officers and one of its outside directors, as defendants.

   The complaint alleges that defendants violated the Securities Exchange Act
of 1934. The plaintiffs claim that the Company materially inflated its net
revenues during the class period by including in those net revenues amounts
received from the settlement of cost reports that had allegedly been filed in
violation of applicable Medicare regulations years earlier and that, because of
this practice, this statement, which first appeared in the Company's Form 10-K
filed in September 1996, was false: "The Company believes that its owned
hospitals are in substantial compliance with current federal, state, local, and
independent review body regulations and standards." In May 1999, the Company
filed a motion to dismiss the complaint. On November 13, 2000, the judge denied
the Company's motion to dismiss the complaint against the Company and James E.
Dalton, Jr., the Company's President/CEO. The judge granted the Company's
motion to dismiss as to all other defendants. The judge has agreed to hear an
oral argument on Mr. Dalton's motion to reconsider the judge's denial of Mr.
Dalton's motion to dismiss. The Company intends to vigorously defend the claims
and allegations in this action.

   On October 20, 2000, a class action lawsuit, Samuel Brand v. Conway Welch,
et al., Case No., OCC-3066, was filed against Triad and members of the
Company's board of directors in the Circuit Court of Davidson County,
Tennessee, on behalf of all of the Company's public stockholders. The complaint
alleges, among other things, that the Company's directors breached their
fiduciary duties of loyalty and due care by failing to implement reasonable
procedures designed to maximize stockholder value and to obtain the highest
price reasonably available for the Company's stockholders. The complaint
alleges that Triad aided and abetted the Company's directors' breach of their
fiduciary duties. The complaint seeks an injunction preventing consummation of
the merger, or the Company's acquisition by or business combination with any
third party, until the Company adopts and implements a procedure or process,
such as an auction, to obtain the highest possible price for the Company's
business. Alternatively, the complaint seeks compensatory damages for the
merger of the Company with Triad. The complaint also seeks an award of costs
and attorneys' fees. Triad and the Company believe the claims are without merit
and will vigorously defend the action.

                                     F-12



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                  (UNAUDITED)


   In April 2001, the parties negotiated a settlement that will result in the
dismissal of the action. The settlement is subject to a number of conditions,
including completion of definitive documentation relating to the settlement and
court approval.

   The Company cannot at this time predict the final effect or outcome of any
of the ongoing investigations or the class or qui tam actions. If the Company
is found to have violated federal or state laws relating to Medicare, Medicaid
or other government programs, then it may be required to pay substantial fines
and civil and criminal penalties and also may be excluded from participating in
the Medicare and Medicaid programs and other government programs. Similarly,
the amount of damages sought in the qui tam actions are or in the future may be
substantial. The Company could be subject to substantial costs resulting from
defending, or from an adverse outcome in any current or future investigations,
administrative proceedings or litigation. In an effort to resolve one or more
of these matters, the Company may choose to negotiate a settlement. Amounts the
Company pays to settle any of these matters may be material. Agreements the
Company enters into as a part of any settlement could also materially adversely
affect it. Any current or future investigations or actions could have a
material adverse effect on the Company's results of operations or financial
position.

11. COMPREHENSIVE INCOME (LOSS)

   The components of comprehensive income (loss), net of related taxes are as
follows (in thousands):



                                                         Three Months Ended Nine Months Ended
                                                           March 31, 2001    March 31, 2001
                                                         ------------------ -----------------
                                                                      
Net income (loss).......................................      $11,756           $(29,548)
Cumulative effect of change in accounting principle-fair
  value of interest rate swaps..........................           --              5,661
Net change in fair value of interest rate swaps.........       (3,728)            (9,887)
                                                              -------           --------
Other comprehensive loss................................       (3,728)            (4,226)
                                                              -------           --------
Comprehensive income (loss).............................      $ 8,028           $(33,774)
                                                              =======           ========


   Accumulated other comprehensive loss, net of related taxes, at March 31,
2001 is comprised of approximately $4.3 million relating to the fair value of
interest rate swaps.


                                     F-13



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                  (UNAUDITED)

12. SEGMENT INFORMATION

   The Company's segments consist of (1) healthcare systems owned and operated
by the Company and (2) management of hospitals and healthcare systems for other
owners. The Company evaluates performance based on operating earnings of the
respective business units. All segment revenues are from external customers.

   The Company's net revenues, EBITDA, assets, depreciation and amortization
and capital expenditures are summarized in the following table (EBITDA is
defined as earnings before interest, synthetic lease expense, depreciation and
amortization, income taxes, minority interest, government settlements,
investigation and litigation related costs, strategic alternatives and merger
related costs and non-cash stock compensation expense) (in thousands):



                                       Three Months Ended March 31, 2001
                                         -----------------------------
                                        Owned        Management
                                       Hospitals     Service     Total
                                       --------       -------   --------
                                                       
           Net revenues............... $445,103      $35,963    $481,066
           EBITDA..................... $ 66,525      $ 6,926    $ 73,451
           Depreciation & amortization $ 25,516      $   419    $ 25,935
           Capital expenditures....... $ 42,900      $    60    $ 42,960
           

                                       Three Months Ended March 31, 2000
                                         -----------------------------
                                        Owned        Management
                                       Hospitals     Services    Total
                                       --------       -------   --------
                                                       
           Net revenues............... $420,193      $35,429    $455,622
           EBITDA..................... $ 74,847      $ 7,000    $ 81,847
           Depreciation & amortization $ 28,022      $   446    $ 28,468
           Capital expenditures....... $ 21,762      $    32    $ 21,794





                            Nine Months Ended March 31, 2001
                            --------------------------------
                              Owned    Management
                            Hospitals  Services     Total
                            ----------  --------  ----------
                                         
Net revenues............... $1,285,470 $108,160   $1,393,630
EBITDA..................... $  191,121 $ 22,717   $  213,838
Assets..................... $1,888,053 $ 45,494   $1,933,547
Depreciation & amortization $   77,068 $  1,244   $   78,312
Capital expenditures....... $  114,198 $    186   $  114,384


                            Nine Months Ended March 31, 2000
                            --------------------------------
                              Owned    Management
                            Hospitals  Services     Total
                            ----------  --------  ----------
                                         
Net revenues............... $1,214,235 $105,526   $1,319,761
EBITDA..................... $  193,313 $ 21,800   $  215,113
Assets..................... $1,811,346 $ 45,897   $1,857,243
Depreciation & amortization $   80,352 $  1,361   $   81,713
Capital expenditures....... $   78,499 $    624   $   79,123


   EBITDA for owned hospitals include equity in earnings of affiliates of $4.6
million and $7.0 million for the three months ended March 31, 2001 and 2000,
respectively. EBITDA for owned hospitals include equity in

                                     F-14



                  QUORUM HEALTH GROUP, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                  (UNAUDITED)

earnings of affiliates of $12.2 million and $11.9 million for the nine months
ended March 31, 2001 and 2000, respectively. Assets of owned hospitals include
investments in unconsolidated subsidiaries of $248.1 million and $250.5 million
at March 31, 2001 and 2000, respectively.

   A reconciliation of EBITDA to income (loss) before income taxes follows (in
thousands):



                                                                    Three Months Ended  Nine Months Ended
                                                                         March 31           March 31
                                                                    ------------------ -------------------
                                                                       2001     2000      2001      2000
                                                                    ---------  ------- ---------- --------
                                                                                      
Total EBITDA for reportable segments............................... $73,451    $81,847 $213,838   $215,113
Depreciation and amortization......................................    25,935   28,468    78,312    81,713
Synthetic lease expense............................................     2,594    2,735     8,382     7,865
Interest...........................................................    14,841   17,079    48,560    50,692
Government settlements, investigation and litigation related costs,
  strategic alternatives and merger related costs and write-down
  of assets........................................................    10,888    3,485   108,638     6,420
Non-cash stock compensation........................................       710       --    12,996        --
Minority interest..................................................    (1,077)   1,612    (1,105)    1,805
                                                                    --------   ------- ---------  --------
Income (loss) before income taxes..................................  $ 19,560  $28,468 $ (41,945) $ 66,618
                                                                    ========   ======= =========  ========


                                     F-15



--------------------------------------
--------------------------------------
   All tendered old notes, executed letters of transmittal and other related
documents should be directed to the exchange agent. Questions and requests for
assistance and requests for additional copies of the prospectus, the letter of
transmittal and other related documents should be addressed to the exchange
agent as follows:

                                  By Courier:

                                Citibank, N.A.
                            Corporate Trust Window
                          111 Wall Street, 5th Floor
                           New York, New York 10043

                                   By Mail:

                                Citibank, N.A.
                            Corporate Trust Window
                          111 Wall Street, 5th Floor
                           New York, New York 10043

                                   By Hand:

                                Citibank, N.A.
                            Corporate Trust Window
                          111 Wall Street, 5th Floor
                           New York, New York 10043

                     Facsimile for Eligible Institutions:
                                (212) 505-2248

                           To Confirm by Telephone:
                                (800) 270-0808

   Originals of all documents submitted by facsimile should be sent promptly by
hand, overnight delivery, or registered by certified mail.

   No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
exchange only the exchange notes offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.

--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
                             Triad Hospitals, Inc.

                                 $600,000,000

                          8 3/4% Series B Senior Notes

                                   due 2009

                               -----------------

                                  PROSPECTUS

                               -----------------
                               TABLE OF CONTENTS



                                                              Page
                                                              ----
                                                           
              Forward Look Statements........................   2
              Prospectus Summary.............................   3
              Risk Factors...................................  16
              The Exchange Offer.............................  29
              Use of Proceeds................................  41
              Capitalization.................................  41
              Selected Historical Financial Data.............  42
              Selected Consolidated Financial Data of Triad
                Hospitals, Inc...............................  43
              Selected Consolidated Financial Data of
                Quorum Health Group, Inc.....................  45
              Unaudited Pro Forma Condensed Combined
                Financial Statements.........................  47
              Unaudited Pro Forma Condensed Combined
                Balance Sheet................................  48
              Unaudited Pro Forma Condensed Combined
                Statement of Operations......................  49
              Unaudited Pro Forma Condensed Combined
                Statement of Operations......................  50
              Notes to Unaudited Pro Forma Condensed
                Combined Financial Statements................  51
              Business.......................................  53
              Reimbursement..................................  69
              Government Regulation and Other Factors........  72
              Management.....................................  76
              Description of Senior Secured Credit Facilities  80
              Description of the Notes.......................  82
              Book Entry; Delivery and Form.................. 118
              Plan of Distribution........................... 120
              Material U.S. Federal Income Tax
                Considerations............................... 121
              Legal Matters.................................. 122
              Experts........................................ 122
              Available Information.......................... 122
              Index to Financial Statements.................. F-1


                                 [     ], 2001

--------------------------------------
--------------------------------------



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

   Triad is a Delaware corporation. Reference is made to Section 145 of the
Delaware General Corporation Law as to indemnification by Triad of its officers
and directors. The general effect of such law is to empower a corporation to
indemnify any of its officers and directors against certain expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person to be indemnified in connection with certain
actions, suits or proceedings (threatened, pending or completed) if the person
to be indemnified acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful.

   Article Fourteenth of Triad's Certificate of Incorporation (which
Certificate of Incorporation is incorporated by reference to Exhibit 3.1 to
this Registration Statement) provides for the indemnification of Triad's
officers and directors in accordance with the Delaware General Corporation Law.
Article Tenth of Triad's Certificate of Incorporation includes, as permitted by
the Delaware General Corporation Law, certain limitations on the potential
personal liability of members of Triad's Board of Directors for monetary
damages as a result of actions taken in their capacity as Board members.

   The directors and officers of Triad are covered by insurance policies
indemnifying them against certain liabilities arising under the Securities Act,
which might by incurred by them in such capacities.

Item 21. Exhibits and Financial Statement Schedules.

   (a) Exhibits



Exhibit No.                                             Description
----------- -----------
         

    3.1       Certificate of Incorporation of the Company, as amended April 27, 2001, incorporated herein by
              reference from Exhibit 3.1 to the Company's Post Effective Amendment No. 1 on Form S-8 to the
              Registration Statement on Form S-4, filed with the Commission on April 27, 2001.

    3.2       Bylaws of the Company, as amended February 18, 2000, incorporated herein by reference from
              Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
              2000, filed with the Commission on March 1, 2001.

    4.1       Indenture (including form of 8 3/4% Senior Notes due 2009) dated as of April 27, 2001 among the
              Company, the Guarantors named therein and Citibank, N.A., as Trustee, incorporated herein by
              reference from Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q, for the quarter ended
              March 31, 2001, filed with the Commission on May 15, 2001.

    4.2       Registration Rights Agreement dated as of April 27, 2001 among the Company, the Guarantors
              named therein and the Initial Purchasers named therein, incorporated herein by reference from
              Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q, for the quarter ended March 31,
              2001, filed with the Commission on May 15, 2001.

    4.3       Indenture (including form of 11% Senior Subordinated Notes due 2009) dated as of May 11, 1999
              between Healthtrust and Citibank, N.A., as Trustee, incorporated herein by reference from Exhibit
              4.2(a) to the Company's Quarterly Report on Form 10-Q, for the quarter ended March 31, 1999,
              filed with the Commission on June 11, 1999.


                                     II-1





Exhibit No.                                           Description
----------- -----------
         

    4.4       Company Assumption Agreement dated as of May 11, 1999 between Healthtrust and the
              Company, incorporated herein by reference from Exhibit 4.4(b) to the Company's Quarterly
              Report on Form 10-Q, for the quarter ended March 31, 1999, filed with the Commission on
              June 11, 1999.

    4.5       Triad Hospitals Holdings, Inc. Assumption Agreement dated as of May 11, 1999 between the
              Company and Triad Hospitals Holdings, Inc., incorporated herein by reference from Exhibit
              4.4(c) to the Company's Quarterly Report on Form 10-Q, for the quarter ended March 31, 1999,
              filed with the Commission on June 11, 1999.

    4.6       Guarantor Assumption Agreements dated as of May 11, 1999 between Triad Hospitals
              Holdings, Inc. and the Guarantors signatory thereto, incorporated herein by reference from
              Exhibit 4.4(d) to Triad's Quarterly Report on Form 10-Q, for the quarter ended March 31, 1999,
              filed with the Commission on June 11, 1999.

    4.7       Form of 8 3/4% Senior Notes due 2009 (filed as part of Exhibit 4.1).

    4.8       Form of 11% Senior Subordinated Notes due 2009 (filed as part of Exhibit 4.3).

    5.1       Opinion of Dewey Ballantine LLP as to the legality of the securities being registered.

   12.1       Statement of Computation of Ratio of Earnings to Fixed Charges.

   23.1       Consent of Dewey Ballantine LLP (included as part of its opinion filed as Exhibit 5.1 hereto).

   23.2       Consent of Ernst & Young LLP with respect to the Company.

   23.3       Consent of Ernst & Young LLP with respect to Quorum Health Group, Inc.

   24.1       Power of Attorney (included in Part II of this Registration Statement).

   25.1       Form T-1 Statement of Eligibility of Trustee.*

   99.1       Form of Letter of Transmittal.*

   99.2       Form of Notice of Guaranteed Delivery.*

   99.3       Form of Letter to Clients.*

   99.4       Form of Letter to Brokers.*

   99.5       Form of Instructions to Registered Holders.*

--------
* To be filed by amendment.

Item 22. Undertakings.

   1. The undersigned registrant hereby undertakes:

      (a) To file, during any period in which offers or sales are being made, a
   post-effective amendment to this registration statement:

          (i) To include any prospectus required by section 10(a)(3) of the
       Securities Act of 1933;


                                     II-2



          (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth
       in the registration statement. Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered (if the total
       dollar value of securities offered would not exceed that which was
       registered) and any deviation from the low or high end of the estimated
       maximum offering range may be reflected in the form of prospectus filed
       with the Commission pursuant to Rule 424(b) if, in the aggregate, the
       changes in volume and price represent no more than a 20% change in the
       maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement.

      (b) That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof.

      (c) To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.

   2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

   3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

   4. The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

   5. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                     II-3



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          TRIAD HOSPITALS, INC.

                                             /S/ JAMES D. SHELTON
                                          By: _________________________________
                                             James D. Shelton
                                             Chief Executive Officer and
                                             Chairman of the Board

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signature                         Title                   Date
         ---------                         -----                   ----

    /S/ JAMES D. SHELTON     Chairman of the Board, Chief      July 16, 2001
----------------------------   Executive Officer, President
      James D. Shelton         and Director
                               (Principal Executive Officer)

   /S/ MICHAEL J. PARSONS    Executive Vice President, Chief   July 16, 2001
----------------------------   Operating Officer and Director
     Michael J. Parsons

    /S/ BURKE W. WHITMAN     Executive Vice President, Chief   July 16, 2001
----------------------------   Financial Officer and Treasurer
      Burke W. Whitman         (Principal Financial and
                               Accounting Officer)

/S/ THOMAS G. LOEFFLER, ESQ. Director                          July 16, 2001
----------------------------
  Thomas G. Loeffler, Esq.

  /S/ THOMAS F. FRIST III    Director                          July 16, 2001
----------------------------
    Thomas F. Frist III

    /S/ MARVIN T. RUNYON     Director                          July 16, 2001
----------------------------
      Marvin T. Runyon

                                     II-4



                        Signature             Title       Date
                        ---------             -----       ----

               /S/ UWE E. REINHARDT, PH.D.   Director July 16, 2001
             -------------------------------
                 Uwe E. Reinhardt, Ph.D.

             ------------------------------- Director
                     Dale V. Kesler

                   /S/ GALE E. SAYERS        Director July 16, 2001
             -------------------------------
                     Gale E. Sayers

             /S/ DONALD B. HALVERSTADT, M.D. Director July 16, 2001
             -------------------------------
               Donald B. Halverstadt, M.D.

              /S/ BARBARA A. DURAND, ED.D.   Director July 16, 2001
             -------------------------------
                Barbara A. Durand, Ed.D.

                  /S/ RUSSELL L. CARSON      Director July 16, 2001
             -------------------------------
                    Russell L. Carson

                /S/ JAMES E. DALTON, JR.     Director July 16, 2001
             -------------------------------
                  James E. Dalton, Jr.

                  /S/ NANCY-ANN DEPARLE      Director July 16, 2001
             -------------------------------
                    Nancy-Ann DeParle

                                     II-5



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          ALICE HOSPITAL, LLC

                                          By: ITS SOLE MEMBER

                                          APS MEDICAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President


   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                   Title                  Date
            ---------                   -----                  ----

       /S/ JAMES D. SHELTON President and Manager          July 16, 2001
       --------------------  (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,      July 16, 2001
       --------------------  Treasurer and Manager
         Burke W. Whitman    (Principal Financial and
                             Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,      July 16, 2001
       --------------------  Secretary and Manager
          Donald P. Fay

                                     II-6



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          ALICE SURGEONS, LLC

                                          By: ITS SOLE MEMBER

                                          APS MEDICAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                   Title                  Date
            ---------                   -----                  ----

       /S/ JAMES D. SHELTON President and Manager          July 16, 2001
       --------------------  (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,      July 16, 2001
       --------------------  Treasurer and Manager
         Burke W. Whitman    (Principal Financial and
                             Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,      July 16, 2001
       --------------------  Secretary and Manager
          Donald P. Fay

                                     II-7



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          AMERICAN HEALTH FACILITIES
                                            DEVELOPMENT, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



            Signature                   Title                  Date
            ---------                   -----                  ----
                                                     

       /S/ JAMES D. SHELTON President                      July 16, 2001
       --------------------  (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director         July 16, 2001
       --------------------  (Principal Financial and
         Burke W. Whitman    Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,      July 16, 2001
       --------------------  Secretary and Director
          Donald P. Fay


                                     II-8



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          APS MEDICAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-9



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          ARIZONA ASC MANAGEMENT, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



     Signature                    Title                  Date
     ---------                    -----                  ----
                                               

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President and    July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay


                                     II-10



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          ARIZONA DH, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS III, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President and    July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-11



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          ARIZONA MEDCO, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-12



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          BEAUCO, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President


   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                   Title                  Date
            ---------                   -----                  ----

       /S/ JAMES D. SHELTON President and Manager          July 16, 2001
       --------------------  (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,      July 16, 2001
       --------------------  Treasurer and Manager
         Burke W. Whitman    (Principal Financial and
                             Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,      July 16, 2001
       --------------------  Secretary and Manager
          Donald P. Fay

                                     II-13



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          BEAUMONT REGIONAL, LLC

                                          By: ITS SOLE MEMBER

                                          BEAUCO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay


                                     II-14



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          BLUFFTON HEALTH SYSTEM LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
       --------------------   (Principal Financial and
         Burke W. Whitman     Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                     II-15



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          BRAZOS MEDCO, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-16



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          BRAZOS VALLEY OF TEXAS, L.P.

                                          By: ITS GENERAL PARTNER

                                          BRAZOS VALLEY SURGICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-17



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          BRAZOS VALLEY SURGICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          BRAZOS MEDCO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-18



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          BROWNWOOD HOSPITAL, L.P.

                                          By: ITS GENERAL PARTNER

                                          BROWNWOOD MEDICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-19



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          BROWNWOOD MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          SOUTHERN TEXAS MEDICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-20



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          BVSC, LLC

                                          By: ITS SOLE MEMBER

                                          BRAZOS MEDCO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-21



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July16, 2001.

                                          CARLSBAD MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-22



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CAROLINAS MEDICAL ALLIANCE, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                   Title                  Date
            ---------                   -----                  ----

       /S/ JAMES D. SHELTON President and Manager          July 16, 2001
       --------------------  (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,      July 16, 2001
       --------------------  Treasurer and Manager
         Burke W. Whitman    (Principal Financial and
                             Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,      July 16, 2001
       --------------------  Secretary and Manager
          Donald P. Fay

                                     II-23



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CLAREMORE PHYSICIANS, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                   Title                  Date
     ---------                   -----                  ----

/S/ JAMES D. SHELTON President and Manager          July 16, 2001
--------------------  (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,      July 16, 2001
--------------------  Treasurer and Manager
  Burke W. Whitman    (Principal Financial and
                      Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,      July 16, 2001
--------------------  Secretary and Manager
   Donald P. Fay

                                     II-24



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CLAREMORE REGIONAL HOSPITAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                   Title                  Date
     ---------                   -----                  ----

/S/ JAMES D. SHELTON President and Manager          July 16, 2001
--------------------  (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,      July 16, 2001
--------------------  Treasurer and Manager
  Burke W. Whitman    (Principal Financial and
                      Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,      July 16, 2001
--------------------  Secretary and Manager
   Donald P. Fay

                                     II-25



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CLINICO, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                      Title                    Date
     ---------                      -----                    ----

/S/ JAMES D. SHELTON President and Manager (Principal    July 16, 2001
--------------------   Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President, Treasurer July 16, 2001
--------------------   and Manager (Principal Financial
  Burke W. Whitman     and Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President, Secretary July 16, 2001
--------------------   and Manager
   Donald P. Fay

                                     II-26



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CLINTON COUNTY HEALTH SYSTEM LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
       --------------------   (Principal Financial and
         Burke W. Whitman     Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                     II-27



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          COLLEGE STATION HOSPITAL, L.P.

                                          By: ITS GENERAL PARTNER

                                          COLLEGE STATION MEDICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                   Title                  Date
            ---------                   -----                  ----

       /S/ JAMES D. SHELTON President and Manager          July 16, 2001
       --------------------  (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,      July 16, 2001
       --------------------  Treasurer and Manager
         Burke W. Whitman    (Principal Financial and
                             Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,      July 16, 2001
       --------------------  Secretary and Manager
          Donald P. Fay

                                     II-28



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          COLLEGE STATION MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          COLLEGE STATION MERGER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                   Title                  Date
            ---------                   -----                  ----

       /S/ JAMES D. SHELTON President and Manager          July 16, 2001
       --------------------  (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,      July 16, 2001
       --------------------  Treasurer and Manager
         Burke W. Whitman    (Principal Financial and
                             Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,      July 16, 2001
       --------------------  Secretary and Manager
          Donald P. Fay

                                     II-29



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          COLLEGE STATION MERGER, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-30



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CORONADO HOSPITAL, LLC

                                          By: ITS SOLE MEMBER

                                          CORONADO MEDICAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-31



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CORONADO MEDICAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-32



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CRESTWOOD HEALTHCARE, L.P.

                                          By: ITS GENERAL PARTNER

                                          CRESTWOOD HOSPITAL & NURSING HOME,
                                            INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

         /S/ BURKE W. WHITMAN Executive Vice President,  July 16, 2001
         --------------------   Treasurer and Director
           Burke W. Whitman     (Principal Financial and
                                Accounting Officer)

          /S/ DONALD P. FAY   Executive Vice President,  July 16, 2001
         --------------------   Secretary and Director
            Donald P. Fay

                                     II-33



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CRESTWOOD HOSPITAL & NURSING HOME,
                                            INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                   Title                  Date
     ---------                   -----                  ----

/S/ JAMES D. SHELTON President                      July 16, 2001
--------------------  (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,      July 16, 2001
--------------------  Treasurer and Director
  Burke W. Whitman    (Principal Financial and
                      Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,      July 16, 2001
--------------------  Secretary and Director
   Donald P. Fay

                                     II-34



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CRESTWOOD HOSPITAL HOLDINGS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------  Treasurer and Director
         Burke W. Whitman    (Principal Financial and
                             Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------  Secretary and Director
          Donald P. Fay

                                     II-35



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CSDS, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS III, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Director
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                     II-36



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          CSMC, LLC

                                          By: ITS SOLE MEMBER

                                          COLLEGE STATION MERGER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-37



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          DALLAS PHY SERVICE, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-38



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          DALLAS PHYSICIAN PRACTICE, L.P.

                                          By: ITS GENERAL PARTNER

                                          DFW PHYSERV, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-39



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          DAY SURGERY, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-40



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          DETAR HOSPITAL, LLC

                                          By: ITS SOLE MEMBER

                                          VHC MEDICAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-41



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          DFW PHYSERV, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-42



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          DOCTORS MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          MID-PLAINS, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-43



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          DOCTORS OF LAREDO, LLC

                                          By: ITS SOLE MEMBER

                                          MID-PLAINS, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-44



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          DOUGLAS MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-45



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          E.D. CLINICS, LLC

                                          By:  ITS SOLE MEMBER

                                          ARIZONA MEDCO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-46



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          EL DORADO MEDICAL CENTER, LLC

                                          By:  ITS SOLE MEMBER

                                          ARIZONA MEDCO, LLC

                                             /S/ DONALD P. FAY
                                          By:__________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-47



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          EYE INSTITUTE OF SOUTHERN ARIZONA,
                                            LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-48



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          FRANKFORT HEALTH PARTNER, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-49



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          GADSDEN REGIONAL PRIMARY CARE, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay


                                     II-50



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          GCMC, LLC

                                          By:  ITS SOLE MEMBER

                                          WHARTON MEDCO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay


                                     II-51



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          GH TEXAS, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-52



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          GHC HOSPITAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-53



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          GRB REAL ESTATE, LLC

                                          By:  ITS SOLE MEMBER

                                          TRIAD HOLDINGS III, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Director
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                     II-54



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          GREENBRIER VMC, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS III, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Director
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                     II-55



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          GULF COAST HOSPITAL, L.P.

                                          By:  ITS GENERAL PARTNER

                                          GULF COAST MEDICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

      Signature                     Title                  Date
      ---------                     -----                  ----

 /S/ JAMES D. SHELTON  President and Manager           July 16, 2001
----------------------   (Principal Executive Officer)
   James D. Shelton

  /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
----------------------   Treasurer and Manager
   Burke W. Whitman      (Principal Financial and
                         Accounting Officer)

  /S/ DONALD P. FAY    Executive Vice President,       July 16, 2001
----------------------   Secretary and Manager
    Donald P. Fay

                                     II-56



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          GULF COAST MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          WHARTON MEDCO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-57



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                         HATTIESBURG AMBULATORY SURGERY CENTER,
                                           LLC

                                            /S/ DONALD P. FAY
                                         By: __________________________________
                                            Donald P. Fay
                                            Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-58



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          HDP DEQUEEN, LLC

                                          By:  ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-59



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          HDP WOODLAND HEIGHTS, L.P.

                                          By:  ITS GENERAL PARTNER

                                          HDP WOODLAND PROPERTY, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-60



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          HDP WOODLAND PROPERTY, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-61



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          HDPWH, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By:  ________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-62



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          HEALDSBURG OF CALIFORNIA, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-63



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          HOBBS MEDCO, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-64



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          HOBBS PHYSICIAN PRACTICE, LLC

                                          By: ITS SOLE MEMBER

                                          HOBBS MEDCO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-65



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          HOSPITAL OF BEAUMONT, LLC

                                          By: ITS SOLE MEMBER

                                          BEAUCO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-66



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          IOM HEALTH SYSTEM, L.P.

                                          By: ITS GENERAL PARTNER

                                          QHG OF INDIANA, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-67



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          IRHC, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-68



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          KENSINGCARE, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-69



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          LAKE AREA PHYSICIAN SERVICES, LLC

                                          By: ITS SOLE MEMBER

                                          WOMEN & CHILDREN'S HOSPITAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-70



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          LAREDO HOSPITAL, L.P.

                                          By: ITS GENERAL PARTNER

                                          DOCTORS OF LAREDO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-71



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          LAS CRUCES MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-72



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          LEA REGIONAL HOSPITAL, LLC

                                          By:  ITS SOLE MEMBER

                                          HOBBS MEDCO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-73



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          LONGVIEW MEDICAL CENTER, L.P.

                                          By:  ITS GENERAL PARTNER

                                          REGIONAL HOSPITAL OF LONGVIEW, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-74



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          LONGVIEW MERGER, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-75



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          LRH, LLC

                                          By:  ITS SOLE MEMBER

                                          LONGVIEW MERGER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-76



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          LS PSYCHIATRIC, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS III, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Director
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                     II-77



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          MCI PANHANDLE SURGICAL, L.P.

                                          By:  ITS GENERAL PARTNER

                                          PANHANDLE PROPERTY, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-78



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                       MEDICAL CENTER AT TERRELL, LLC

                                       By:  ITS SOLE MEMBER

                                       TRIAD-MEDICAL CENTER AT TERRELL
                                         SUBSIDIARY, LLC

                                          /S/ DONALD P. FAY
                                       By: ____________________________________
                                          Donald P. Fay
                                          Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-79



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          MEDICAL CENTER OF BROWNWOOD, LLC

                                          By:  ITS SOLE MEMBER

                                          SOUTHERN TEXAS MEDICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-80



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          MEDICAL HOLDINGS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-81



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          MEDICAL MANAGEMENT, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-82



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          MEDICAL PARK HOSPITAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

       Signature                     Title                  Date
       ---------                     -----                  ----

   /S/ JAMES D. SHELTON President and Manager           July 16, 2001
-----------------------   (Principal Executive Officer)
   James D. Shelton

 /S/ BURKE W. WHITMAN   Executive Vice President,       July 16, 2001
-----------------------   Treasurer and Manager
   Burke W. Whitman       (Principal Financial and
                          Accounting Officer)

   /S/ DONALD P. FAY    Executive Vice President,       July 16, 2001
-----------------------   Secretary and Manager
     Donald P. Fay

                                     II-83



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          MEDICAL PARK MSO, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-84



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          MEMORIAL HOSPITAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-85



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          MID-PLAINS, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-86



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          MISSION BAY MEMORIAL HOSPITAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-87



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          MISSOURI HEALTHSERV, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS III, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-88



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          NAVARRO HOSPITAL, L.P.

                                          By: ITS GENERAL PARTNER

                                          NAVARRO REGIONAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-89



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          NAVARRO REGIONAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD-NAVARRO REGIONAL HOSPITAL
                                            SUBSIDIARY, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-90



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          NC-CSH, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-91



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          NC-DSH, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


     Signature                    Title                  Date
---------                         -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-92



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          NC-SCHI, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                     II-93



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          NORTHWEST HOSPITAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-94



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          NORTHWEST RANCHO VISTOSO IMAGING
                                            SERVICES, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-95



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          NRH, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD-NAVARRO REGIONAL HOSPITAL
                                            SUBSIDIARY, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-96



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          OPRMC, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-97



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          OREGON HEALTHCORP, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                     II-98



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PACIFIC EAST DIVISION OFFICE, L.P.

                                          By: ITS GENERAL PARTNER

                                          TRIAD TEXAS, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                     II-99



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PACIFIC GROUP ASC DIVISION, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-100



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PACIFIC PHYSICIANS SERVICE, LLC

                                          By: ITS SOLE MEMBER

                                          SPROCKET MEDICAL MANAGEMENT, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-101



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PACIFIC WEST DIVISION OFFICE, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-102



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PALM DRIVE HOSPITAL, L.P.

                                          By: ITS GENERAL PARTNER

                                          PALM DRIVE MEDICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President


   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-103



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PALM DRIVE MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          SEBASTOPOL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-104



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PAMPA HOSPITAL, L.P.

                                          By: ITS GENERAL PARTNER

                                          PAMPA MEDICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-105



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PAMPA MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          CORONADO MEDICAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-106



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PDMC, LLC

                                          By: ITS SOLE MEMBER

                                          SEBASTOPOL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-107



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PECOS VALLEY OF NEW MEXICO, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-108



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PHOENIX AMDECO, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-109



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PHOENIX SURGICAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-110



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PHYSICIANS AND SURGEONS HOSPITAL OF
                                            ALICE, L.P.

                                          By: ITS GENERAL PARTNER

                                          ALICE HOSPITAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

          Signature                      Title                    Date
          ---------                      -----                    ----

     /S/ JAMES D. SHELTON President and Manager (Principal    July 16, 2001
     --------------------   Executive Officer)
       James D. Shelton

     /S/ BURKE W. WHITMAN Executive Vice President, Treasurer July 16, 2001
     --------------------   and Manager (Principal Financial
       Burke W. Whitman     and Accounting Officer)

      /S/ DONALD P. FAY   Executive Vice President, Secretary July 16, 2001
     --------------------   and Manager
        Donald P. Fay

                                    II-111



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PHYS-MED, LLC

                                          By:  ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-112



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PINEY WOODS HEALTHCARE SYSTEM, L.P.

                                          By: ITS GENERAL PARTNER

                                          WOODLAND HEIGHTS MEDICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
---------                         -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-113



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PRIMARY MEDICAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
---------                         -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-114



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PROCURE SOLUTIONS, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-115



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          PSYCHIATRIC SERVICES OF PARADISE
                                            VALLEY, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-116



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG GEORGIA HOLDINGS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-117



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG GEORGIA, LP

                                          By: ITS GENERAL PARTNER

                                          QHG GEORGIA HOLDINGS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-118



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF ALABAMA, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
       --------------------   (Principal Financial and
         Burke W. Whitman     Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                    II-119



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF BARBERTON, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
       --------------------   (Principal Financial and
         Burke W. Whitman     Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                    II-120



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF BATON ROUGE, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-121



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF BLUFFTON, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay


                                    II-122



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF CLINTON COUNTY, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-123



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF ENTERPRISE, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-124



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF FORREST COUNTY, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-125



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF FORT WAYNE, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-126



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF GADSDEN, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
       --------------------   (Principal Financial
         Burke W. Whitman     andAccounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                    II-127



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF HATTIESBURG, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-128



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF INDIANA, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-129



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF JACKSONVILLE, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
       --------------------   (Principal Financial and
         Burke W. Whitman     Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                    II-130



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF LAKE CITY, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-131



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF MASSILLON, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
       --------------------   (Principal Financial and
         Burke W. Whitman     Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                    II-132



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF OHIO, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-133



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF SOUTH CAROLINA, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-134



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF SPARTANBURG, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-135



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF SPRINGDALE, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-136



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF TEXAS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-137



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHG OF WARSAW, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-138



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QHR INTERNATIONAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-139



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QUORUM ELF, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-140



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QUORUM HEALTH GROUP OF VICKSBURG,
                                            INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
       --------------------   (Principal Financial and
         Burke W. Whitman     Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                    II-141



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QUORUM HEALTH RESOURCES, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
       --------------------   (Principal Financial and
         Burke W. Whitman     Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                    II-142



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QUORUM HEALTH SERVICES, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-143



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          QUORUM, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-144



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          REGIONAL HOSPITAL OF LONGVIEW, LLC

                                          By: ITS SOLE MEMBER

                                          LONGVIEW MERGER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-145



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          REHAB HOSPITAL OF FORT WAYNE GENERAL
                                            PARTNERSHIP

                                          By: ITS MANAGING PARTNER

                                          QHG OF FORT WAYNE, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-146



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SACMC, LLC

                                          By: ITS SOLE MEMBER

                                          SAN ANGELO MEDICAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-147



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SAN ANGELO COMMUNITY MEDICAL CENTER,
                                            LLC

                                          By: ITS SOLE MEMBER

                                          SAN ANGELO MEDICAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-148



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SAN ANGELO HOSPITAL, L.P.

                                          By: ITS GENERAL PARTNER

                                          SAN ANGELO COMMUNITY MEDICAL CENTER,
                                            LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

         /S/ DONALD P. FAY  Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-149



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SAN ANGELO MEDICAL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-150



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SAN DIEGO HOSPITAL, L.P.

                                          By: ITS GENERAL PARTNER

                                          MISSION BAY MEMORIAL HOSPITAL, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-151



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SAN LEANDRO HOSPITAL, L.P.

                                          By: ITS GENERAL PARTNER

                                          SAN LEANDRO MEDICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-152



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SAN LEANDRO MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          SAN LEANDRO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
      ---------------------   (Principal Executive Officer)
        James D. Shelton

      /S/ BURKE W. WHITMAN  Executive Vice President,       July 16, 2001
      ---------------------   Treasurer and Manager
        Burke W. Whitman      (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
      ---------------------   Secretary and Manager
          Donald P. Fay

                                    II-153



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SAN LEANDRO, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
      ---------------------   (Principal Executive Officer)
        James D. Shelton

      /S/ BURKE W. WHITMAN  Executive Vice President,       July 16, 2001
      ---------------------   Treasurer and Manager
        Burke W. Whitman      (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
      ---------------------   Secretary and Manager
          Donald P. Fay

                                    II-154



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SDH, LLC

                                          By: ITS SOLE MEMBER

                                          SILSBEE TEXAS, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-155



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SEBASTOPOL, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
      ---------------------   (Principal Executive Officer)
        James D. Shelton

      /S/ BURKE W. WHITMAN  Executive Vice President,       July 16, 2001
      ---------------------   Treasurer and Manager
        Burke W. Whitman      (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
      ---------------------   Secretary and Manager
          Donald P. Fay

                                    II-156



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SILSBEE TEXAS, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-157



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SLH, LLC

                                          By: ITS SOLE MEMBER

                                          SAN LEANDRO, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-158



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SOFTWARE SALES CORP.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-159



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SOUTH ALABAMA MANAGED CARE
                                            CONTRACTING, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-160



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SOUTH ALABAMA MEDICAL MANAGEMENT
                                            SERVICES, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-161



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SOUTH ALABAMA PHYSICIAN SERVICES,
                                            INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-162



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SOUTH ARKANSAS CLINIC, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-163



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SOUTHCREST, L.L.C.

                                          By: ITS SOLE MEMBER

                                          TRIAD-SOUTH TULSA HOSPITAL COMPANY,
                                            INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-164



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SOUTHERN TEXAS MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-165



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SPROCKET MEDICAL MANAGEMENT, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-166



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          ST. JOSEPH HEALTH SYSTEM LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President                       July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
       --------------------   (Principal Financial and
         Burke W. Whitman     Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Director
          Donald P. Fay

                                    II-167



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          ST. JOSEPH MEDICAL GROUP, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
-------------------- (Principal Financial and
  Burke W. Whitman   Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-168



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SURGICAL CENTER OF AMARILLO, LLC

                                          By:  ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-169



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SURGICARE OF INDEPENDENCE, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
---------                         -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-170



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SURGICARE OF SAN LEANDRO, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-171



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SURGICARE OF SOUTHEAST TEXAS I, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS III, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-172



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SURGICARE OF VICTORIA, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-173



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SURGICARE OF VICTORIA, LTD.

                                          By: ITS GENERAL PARTNER

                                          SURGICARE OF VICTORIA, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-174



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SURGICARE OUTPATIENT CENTER OF LAKE
                                            CHARLES, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-175



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SURGICENTER OF JOHNSON COUNTY, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-176



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          SURGICENTERS OF AMERICA, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-177



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          TERRELL HOSPITAL, L.P.

                                          By: ITS GENERAL PARTNER

                                          TERRELL MEDICAL CENTER, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-178



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          TERRELL MEDICAL CENTER, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD-MEDICAL CENTER AT TERRELL
                                            SUBSIDIARY, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-179



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          THE INTENSIVE RESOURCE GROUP, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-180



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          THE VICKSBURG CLINIC LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Treasurer and Director          July 16, 2001
--------------------   (Principal Financial and
  Burke W. Whitman     Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-181



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          TRIAD CORPORATE SERVICES, LIMITED
                                            PARTNERSHIP

                                          By: ITS GENERAL PARTNER

                                          TRIAD CSGP, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-182



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          TRIAD CSGP, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOLDINGS II, LLC

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President and Manager           July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Manager
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Manager
   Donald P. Fay

                                    II-183



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          TRIAD CSLP, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-184



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          TRIAD EL DORADO, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-185



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          TRIAD HEALTHCARE SYSTEM OF PHOENIX,
                                            LIMITED PARTNERSHIP

                                          By: ITS SOLE MEMBER

                                          TRIAD OF PHOENIX, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signature                    Title                  Date
     ---------                    -----                  ----

/S/ JAMES D. SHELTON President                       July 16, 2001
--------------------   (Principal Executive Officer)
  James D. Shelton

/S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
--------------------   Treasurer and Director
  Burke W. Whitman     (Principal Financial and
                       Accounting Officer)

 /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
--------------------   Secretary and Director
   Donald P. Fay

                                    II-186



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on July 16, 2001.

                                          TRIAD HOLDINGS II, LLC

                                          By: ITS SOLE MEMBER

                                          TRIAD HOSPITALS, INC.

                                             /S/ DONALD P. FAY
                                          By: _________________________________
                                             Donald P. Fay
                                             Executive Vice President

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Burke W. Whitman and Donald P.
Fay, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorneys-in-fact and agents
or any of them or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            Signature                    Title                  Date
            ---------                    -----                  ----

       /S/ JAMES D. SHELTON President and Manager           July 16, 2001
       --------------------   (Principal Executive Officer)
         James D. Shelton

       /S/ BURKE W. WHITMAN Executive Vice President,       July 16, 2001
       --------------------   Treasurer and Manager
         Burke W. Whitman     (Principal Financial and
                              Accounting Officer)

        /S/ DONALD P. FAY   Executive Vice President,       July 16, 2001
       --------------------   Secretary and Manager
          Donald P. Fay

                                    II-187



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the