Sec Form 3 Filing - ELTON ROSALYN S @ 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 ELTON ROSALYN S 2. Issuer Name and Ticker or Trading Symbol HCA INC/TN [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP - Operations Finance (Last) (First) (Middle) ONE PARK PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 04/29/2008 (Street) NASHVILLE, TN37203 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 14,721 D

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 Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 1 ) 03/22/2011 Common Stock 6,039 D Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 3 ) 01/24/2012 Common Stock 7,184 D Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 3 ) 01/29/2013 Common Stock 6,941 D Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 3 ) 01/29/2014 Common Stock 3,359 D Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 4 ) 01/27/2015 Common Stock 818 D Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 4 ) 01/27/2015 Common Stock 184 D Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 4 ) 01/27/2015 Common Stock 529 D Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 4 ) 01/26/2016 Common Stock 129 D Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 4 ) 01/26/2016 Common Stock 696 D Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 4 ) 01/26/2016 Common Stock 164 D Non-Qualified Stock Option (right to buy) $ 12.75 ( 2 ) ( 4 ) 01/26/2016 Common Stock 77 D Non-Qualified Stock Option (right to buy) $ 51 ( 5 ) 01/30/2017 Common Stock 11,655 D Non-Qualified Stock Option (right to buy) $ 51 02/27/2008 01/30/2017 Common Stock 2,331 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ELTON ROSALYN S ONE PARK PLAZA NASHVILLE, TN37203 SVP - Operations Finance Signatures /s/ Natalie Harrison Cline, Attorney-in-Fact 04/29/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vested in four equal annual installments beginning on March 22, 2002. ( 2 )This option was assumed by the issuer, as the surviving corporation in the merger of Hercules Acquisition Corporation with and into the issuer, effective November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding II, LLC, Hercules Acquisition corporation and the issuer, and adjusted so that the option would retain the same "spread value" (as defined below) as immediately prior to the merger, but the new per share exercise price for the option would be $12.75. The term "spread value" means the difference between (x) the aggregate fair market value of the common stock (determined using the merger consideration of $51.00 per share) subject to the outstanding options held by the participant immediately prior to the merger that were assumed by the surviving corporation, and (y) the aggregate exercise price of those options. ( 3 )On December 16, 2004, HCA announced the acceleration of vesting of all unvested options awarded to employees and officers under the HCA 2000 Equity Incentive Plan which had exercise prices greater than the closing price of HCA's common stock on December 14, 2004 of $40.89 per share, as reported by the New York Stock Exchange. ( 4 )Immediately before the effective time of the merger, all unvested options became fully vested and immediately exercisable. ( 5 )The option vests in five equal annual installments beginning on January 30, 2008. ( 6 )On January 30, 2007, the reporting person was granted an option to purchase 11,655 shares of common stock. The option vests in equal increments of 20% at the end of fiscal years 2007, 2008, 2009, 2010 and 2011 if certain annual EBITDA performance targets are achieved, subject to "catch up" vesting if at the end of any year noted above or at the end of fiscal year 2012, the cumulative total EBITDA earned in all prior years exceeds the cumulative EBITDA target at the end of such fiscal year). The EBITDA performance criteria for 2007 was met, resulting in vesting of the option as to 2,331 shares.

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