Sec Form 3 Filing - MERRILL LYNCH & CO INC @ HCA INC/TN - 2008-04-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MERRILL LYNCH & CO INC 2. Issuer Name and Ticker or Trading Symbol HCA INC/TN [ HCA INC.] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER 3. Date of Earliest Transaction (MM/DD/YY) 04/29/2008 (Street) NEW YORK, NY10080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, par value $0.01 per share 21,145,716 I Held through Hercules Holding II, LLC and ML Global Private Equity Fund, L.P. ( 1 ) ( 2 ) ( 3 ) ( 6 ) Common stock, par value $0.01 per share 1,247,225 I Held through Hercules Holding II, LLC and ML HCA Co-Invest, LP ( 1 ) ( 2 ) ( 4 ) ( 6 ) Common stock, par value $0.01 per share 980,392 I Held through Hercules Holding II, LLC and Merrill Lynch Ventures, L.P. 2001 ( 1 ) ( 2 ) ( 5 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X ML Global Private Equity Fund, L.P. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X X ML Hca Co-Invest LP 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X X ML HCA Co-Invest Ltd 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X Merrill Lynch Ventures LP 2001 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X X MERRILL LYNCH VENTURES LLC 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X MLGPE Ltd. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X ML Global Private Equity Partners, L.P. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X Merrill Lynch GP, Inc. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X Merrill Lynch Group, Inc. 4 WORLD FINANCIAL CENTER NEW YORK, NY10080 X Signatures /s/ Frank J. Marinaro by Power of Attorney for Reporting Person 04/29/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Hercules Holding II, LLC holds 91,845,692 shares, or 97.5%, of the common stock of HCA Inc. Hercules Holding II, LLC is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global Private Equity, and affiliates of HCA, Inc. founder Dr. Thomas F. Frist, Jr. Each of the Reporting Persons may be deemed to be a member of a group exercising voting and investment control over the shares of common stock held by HCA Inc. (continued in footnote (2)) ( 2 )However, each Reporting Person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein. ML Global Private Equity Fund, L.P. ("Global Private Equity Fund") and its affiliates collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of HCA Inc. Each of Global Private Equity Fund and its affiliates disclaims that it is a director of HCA Inc. ( 3 )Global Private Equity Fund directly owns 21,145,716 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of Global Private Equity Fund, MLGPE Ltd. may be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by Global Private Equity Fund. MLGPE Ltd. is a wholly-owned subsidiary of ML Global Private Equity Partners, L.P., the general partner of which is Merrill Lynch GP Inc., which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. Each such person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. ( 4 )ML HCA Co-Invest, LP directly owns 1,247,225 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. The general partner of ML HCA Co-Invest, LP is ML HCA Co-Invest, Ltd. ML HCA Co-Invest, Ltd. is a wholly-owned subsidiary of ML Global Private Equity Fund, L.P. The sole general partner of Global Private Equity Fund is MLGPE Ltd, a wholly-owned subsidiary of ML Global Private Equity Partners, L.P., the general partner of which is Merrill Lynch GP Inc., which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. Each such person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. ( 5 )Merrill Lynch Ventures L.P. 2001 ("Ventures") directly owns 980,392 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of Ventures, Merrill Lynch Ventures, LLC may be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by Ventures. Merrill Lynch Ventures is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. Each such person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. ( 6 )The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of the Reporting Persons is the beneficial owner of all such equity securities covered by this statement.

Remarks: Exhibit 24 - Powers of Attorney.

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