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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________.

COMMISSION FILE NUMBER: 333-106612-02

ODESSA REGIONAL HOSPITAL, LP

(Exact Name of Registrant as Specified in Its Certificate of Limited Partnership)

|                                |  |                     
|------------------------------- |  | --------------------
|DELAWARE                        |  | 76-0450619          
|(State or Other Jurisdiction of |  | (I.R.S. Employer    
|Incorporation or Organization)  |  | (Identification No.)

113 SEABOARD LANE, SUITE A-200
FRANKLIN, TENNESSEE 37067
(Address of Principal Executive Offices)

(615) 844-2747
(Registrants Telephone Number, Including Area Code)

Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

Indicate
by check mark ü whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. YES o NO þ

Indicate by check mark ü whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YES o NO þ

The Registrant meets the conditions set forth in General
Instruction (H)(1)(a) and (b) of Form 10-Q (as modified by grants of
no-action relief) and is therefore filing this form using the
reduced disclosure format specified therein.





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|                                            |                                                                                               |                                                   |  |  |  |  |  | 
|------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION              
|                                            | Item 1. Financial Statements                                                                 
|                                            |                                                                                               | CONDENSED BALANCE SHEETS                         
|                                            |                                                                                               | CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)   
|                                            |                                                                                               | CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)   
|                                            |                                                                                               | NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|                                            | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                            | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                            | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                 
|                                            | Item 6. Exhibits and Reports on Form 8-K                                                     
|                                            | SIGNATURES                                                                                   
|EX-31.1  SECTION 302 CEO CERTIFICATION     
|EX-31.2  SECTION 302 CFO CERTIFICATION     
|EX-32.1 SECTION 906 CEO & CFO CERTIFICATION



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TABLE OF CONTENTS

|                              |  |                                                                                               |                                                                                                                 |  |    |   | 
|----------------------------- |  | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- |  | -- | - | 
|PART I. FINANCIAL INFORMATION |  |                                                                                               |                                                                                                                 | 
|                              |  | Item 1. Financial Statements:                                                                 |                                                                                                                 |  |    |  
|                              |  |                                                                                               | Condensed Balance Sheets at June 30, 2003 (unaudited) and September 30, 2002                                    |  |    | 1 | 
|                              |  |                                                                                               | Condensed Statements of Operations for the Three Months and Nine Months Ended
June 30, 2003 and 2002(unaudited) |  |    | 2 | 
|                              |  |                                                                                               | Condensed Statements of Cash Flows for the Nine Months Ended June 30, 2003
and 2002 (unaudited)                 |  |    | 3 | 
|                              |  |                                                                                               | Notes to Unaudited Condensed Financial Statements                                                               |  |    | 4 | 
|                              |  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                                 |  | 6  |  
|                              |  | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                 |  | 9  |  
|                              |  | Item 4. Controls and Procedures                                                               |                                                                                                                 |  | 9  |  
|PART II. OTHER INFORMATION    |  |                                                                                               | 10                                                                                                              | 
|                              |  | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                 |  | 10 |  

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PART I.

FINANCIAL INFORMATION




Item 1. Financial Statements




ODESSA REGIONAL HOSPITAL, LP
CONDENSED BALANCE SHEETS(In thousands)

|                                                                  |                                                                                                |   |             |       |               |   |        |        |  
|----------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | - | ----------- | ----- | ------------- | - | ------ | ------ | -
|                                                                  |                                                                                                |   | (unaudited) |       |               |   |       
|                                                                  |                                                                                                |   | June 30,    |       | September 30,
|                                                                  |                                                                                                |   | 2003        |       | 2002         
|                                                                  |                                                                                                |   |             |       |              
|Assets                                                            |                                                                                                |   |             |       |               |   |        |       
|Current assets:                                                   |                                                                                                |   |             |       |               |   |        |       
|                                                                  | Accounts receivable, net of allowance for doubtful
accounts of $2,801 and $1,746, respectively |   | $           | 9,238 |               |   | $      | 8,749  |  
|                                                                  | Due (to) from affiliate                                                                        |   |             | 8,930 |               |   |        | (3,426 | )
|                                                                  | Inventories                                                                                    |   |             | 1,448 |               |   |        | 1,690  |  
|                                                                  | Prepaid expenses and other current assets                                                      |   |             | 625   |               |   |        | 905    |  
|                                                                  |                                                                                                |   |             |       |               |   |        |        |  
|Total current assets                                              |                                                                                                |   | 20,241      |       |               |   | 7,918  |       
|Property and equipment, net                                       |                                                                                                |   | 23,782      |       |               |   | 23,456 |       
|Goodwill, net                                                     |                                                                                                |   | 28,827      |       |               |   | 28,827 |       
|Other assets, net                                                 |                                                                                                |   | 988         |       |               |   | 664    |       
|                                                                  |                                                                                                |   |             |       |               |   |        |        |  
|Total assets                                                      |                                                                                                | $ | 73,838      |       |               | $ | 60,865 |       
|                                                                  |                                                                                                |   |             |       |               |   |        |       
|Liabilities and partners capital                                 |                                                                                                |   |             |       |               |   |        |       
|Current liabilities:                                              |                                                                                                |   |             |       |               |   |        |       
|                                                                  | Accounts payable                                                                               |   | $           | 1,955 |               |   | $      | 1,934  |  
|                                                                  | Salaries and benefits payable                                                                  |   |             | 1,082 |               |   |        | 1,047  |  
|                                                                  | Accrued expenses and other accrued liabilities                                                 |   |             | 331   |               |   |        | 199    |  
|                                                                  | Current portion of long term debt and capital lease obligations                                |   |             | 831   |               |   |        | 470    |  
|                                                                  |                                                                                                |   |             |       |               |   |        |        |  
|Total current liabilities                                         |                                                                                                |   | 4,199       |       |               |   | 3,650  |       
|Long term portion of debt allocated from IASIS and capital leases |                                                                                                |   | 40,646      |       |               |   | 32,590 |       
|                                                                  |                                                                                                |   |             |       |               |   |        |        |  
|Total liabilities                                                 |                                                                                                |   | 44,845      |       |               |   | 36,240 |       
|Partners capital                                                 |                                                                                                |   | 28,993      |       |               |   | 24,625 |       
|                                                                  |                                                                                                |   |             |       |               |   |        |        |  
|Total liabilities and partners capital                           |                                                                                                | $ | 73,838      |       |               | $ | 60,865 |       
|                                                                  |                                                                                                |   |             |       |               |   |        |       

See accompanying notes.

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ODESSA REGIONAL HOSPITAL, LP
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)(In thousands)

|                         |                               |   |              |       |              |   |             |       |             |   |        |        |  |   |        |        | 
|------------------------ | ----------------------------- | - | ------------ | ----- | ------------ | - | ----------- | ----- | ----------- | - | ------ | ------ |  | - | ------ | ------ | 
|                         |                               |   | Three Months |       | Three Months |   | Nine Months |       | Nine Months
|                         |                               |   | Ended        |       | Ended        |   | Ended       |       | Ended      
|                         |                               |   | June 30,     |       | June 30,     |   | June 30,    |       | June 30,   
|                         |                               |   | 2003         |       | 2002         |   | 2003        |       | 2002       
|                         |                               |   |              |       |              |   |             |       |            
|Net revenue              |                               | $ | 17,209       |       |              | $ | 12,448      |       |             | $ | 51,199 |        |  | $ | 35,461 |       
|Costs and expenses:      |                               |   |              |       |              |   |             |       |             |   |        |        |  |   |        |       
|                         | Salaries and benefits         |   |              | 5,282 |              |   |             | 4,523 |             |   |        | 16,121 |  |   |        | 12,254 | 
|                         | Supplies                      |   |              | 2,327 |              |   |             | 1,328 |             |   |        | 7,122  |  |   |        | 3,630  | 
|                         | Other operating expenses      |   |              | 2,431 |              |   |             | 2,114 |             |   |        | 7,607  |  |   |        | 5,980  | 
|                         | Provision for bad debts       |   |              | 1,754 |              |   |             | 1,180 |             |   |        | 4,534  |  |   |        | 3,156  | 
|                         | Interest, net                 |   |              | 1,259 |              |   |             | 598   |             |   |        | 3,775  |  |   |        | 2,768  | 
|                         | Depreciation and amortization |   |              | 535   |              |   |             | 352   |             |   |        | 1,567  |  |   |        | 1,047  | 
|                         | Management fees               |   |              | 357   |              |   |             | 243   |             |   |        | 1,019  |  |   |        | 693    | 
|                         |                               |   |              |       |              |   |             |       |             |   |        |        |  |   |        |       
|Total costs and expenses |                               |   | 13,945       |       |              |   | 10,338      |       |             |   | 41,745 |        |  |   | 29,528 |       
|                         |                               |   |              |       |              |   |             |       |             |   |        |        |  |   |        |       
|Net earnings             |                               | $ | 3,264        |       |              | $ | 2,110       |       |             | $ | 9,454  |        |  | $ | 5,933  |       
|                         |                               |   |              |       |              |   |             |       |             |   |        |        |  |   |        |       

See accompanying notes.

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ODESSA REGIONAL HOSPITAL, LP
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)(In thousands)

|                                                                                              |                                              |                                                                               |        |             |      |             |        |       |      |  
|--------------------------------------------------------------------------------------------- | -------------------------------------------- | ----------------------------------------------------------------------------- | ------ | ----------- | ---- | ----------- | ------ | ----- | ---- | -
|                                                                                              |                                              |                                                                               |        | Nine Months |      | Nine Months
|                                                                                              |                                              |                                                                               |        | Ended       |      | Ended      
|                                                                                              |                                              |                                                                               |        | June 30,    |      | June 30,   
|                                                                                              |                                              |                                                                               |        | 2003        |      | 2002       
|                                                                                              |                                              |                                                                               |        |             |      |            
|Cash flows from operating activities                                                          |                                              |                                                                               |        |             |      |             |        |      
|Net earnings                                                                                  |                                              | $                                                                             | 9,454  |             |      | $           | 5,933  |      
|Adjustments to reconcile net earnings to net cash provided by (used in)
operating activities: |                                              |                                                                               |        |             |      |             |        |      
|                                                                                              | Depreciation and amortization                |                                                                               |        | 1,567       |      |             |        | 1,047 |     
|                                                                                              | Changes in operating assets and liabilities: |                                                                               |        |             |      |             |        |       |     
|                                                                                              |                                              | Accounts receivable                                                           |        |             | (489 | )           |        |       | (832 | )
|                                                                                              |                                              | Inventories, prepaid expenses and other current assets                        |        |             | 522  |             |        |       | (811 | )
|                                                                                              |                                              | Accounts payable, salaries and benefits payable and
other accrued liabilities |        |             | 188  |             |        |       | (595 | )
|                                                                                              |                                              |                                                                               |        |             |      |             |        |      
|Net cash provided by operating activities                                                     |                                              |                                                                               | 11,242 |             |      |             | 4,742  |      
|Cash flows from investing activities                                                          |                                              |                                                                               |        |             |      |             |        |      
|Purchases of property and equipment                                                           |                                              |                                                                               | (1,053 | )           |      |             | (7,900 | )    
|Change in other assets                                                                        |                                              |                                                                               | (276   | )           |      |             | (29    | )    
|                                                                                              |                                              |                                                                               |        |             |      |             |        |      
|Net cash used in investing activities                                                         |                                              |                                                                               | (1,329 | )           |      |             | (7,929 | )    
|Cash flows from financing activities                                                          |                                              |                                                                               |        |             |      |             |        |      
|Change in due to/from affiliate, net                                                          |                                              |                                                                               | (9,272 | )           |      |             | 3,439  |      
|Payment of capital leases                                                                     |                                              |                                                                               | (73    | )           |      |             |       |      
|Distribution to physician partners                                                            |                                              |                                                                               | (568   | )           |      |             | (252   | )    
|                                                                                              |                                              |                                                                               |        |             |      |             |        |      
|Net cash provided by (used in) financing activities                                           |                                              |                                                                               | (9,913 | )           |      |             | 3,187  |      
|                                                                                              |                                              |                                                                               |        |             |      |             |        |      
|Change in cash                                                                                |                                              |                                                                               |       |             |      |             |       |      
|Cash at beginning of period                                                                   |                                              |                                                                               |       |             |      |             |       |      
|                                                                                              |                                              |                                                                               |        |             |      |             |        |      
|Cash at end of period                                                                         |                                              | $                                                                             |       |             |      | $           |       |      
|                                                                                              |                                              |                                                                               |        |             |      |             |        |      

See accompanying notes.

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ODESSA REGIONAL HOSPITAL, LP
NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS

1.     Organization

Odessa Regional Hospital, LP, a Delaware limited partnership (the
Partnership) was formed on September 24, 1999 to own and operate Odessa
Regional Hospital (the Hospital) in Odessa, Texas. The Partnerships general
partner is IASIS Healthcare Holdings, Inc. (General Partner) and the limited
partners consist of IASIS Healthcare Corporation (IASIS) and other third
party investors. The General Partner is an indirect wholly-owned subsidiary of
IASIS. IASIS is a for-profit hospital management company that owns and operates
14 general, acute care hospitals in four states. IASIS also owns a Medicaid
managed health plan in Arizona. Odessa Regional Hospital is a 121-bed acute
care hospital that provides inpatient, outpatient and emergency care services
to residents in the Odessa-Midland region of Texas.

The unaudited condensed financial statements include the accounts of the
Partnership and have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial reporting and in
accordance with Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and notes required by accounting principles generally
accepted in the United States for complete financial statements. The balance
sheet at September 30, 2002 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. For further information, refer to
the financial statements and footnotes thereto included as Exhibit 99.1 to
IASIS Annual Report on Form 10-K for the fiscal year ended September 30, 2002.

In the opinion of management, the accompanying unaudited condensed
financial statements contain all material adjustments (consisting of normal
recurring items) necessary for a fair presentation of results for the interim
periods presented. The results of operations for any interim period are not
necessarily indicative of results for the full year.

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the accompanying
unaudited condensed financial statements and notes. Actual results could differ
from those estimates.

2.     Debt Allocated from IASIS

In conjunction with the acquisition of the Hospital, the Partnership
entered into a promissory note (the Note) with IASIS in the amount of
$31,387,041. Under the provisions of the Note, interest of 13% per annum is due
and payable on October 1 of each year until October 1, 2004, at which time the
entire outstanding principal balance, together with all accrued and unpaid
interest, would be immediately due and payable in full. The Note may be
prepaid in whole or in part without premium or penalty and may reborrow up to
the stated principal amount.

During 2001, the Partnership entered into a new promissory note (the New
Note) with IASIS in the amount of $33,761,000. The New Note replaces the Note
and is a five-year note at 13% interest per annum on a twenty-year amortization
schedule.

In October 2002, the partnership entered into an additional promissory
note with IASIS in the amount of $8,113,346. The note is a five-year note at
9% interest per annum on a twenty-year amortization schedule.

3.     Goodwill

Goodwill represents cost in excess of the fair value of acquired tangible
net assets of the Hospital and is evaluated for impairment according to
Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets.The Partnership adopted SFAS No. 142 effective October
1, 2001, which resulted in no goodwill impairment.

4.     Commitments and Contingencies

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

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ODESSA REGIONAL HOSPITAL, LP
NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS (Continued)

provisions. In the opinion of management, adequate provision has been made
for adjustments that may result from such routine audits and appeals.

The Partnership is subject to claims and legal actions arising in the
ordinary course of business. The Partnership is currently not a party to any
such proceedings that, in the Partnerships opinion, would have a material
adverse effect on the Partnerships business, financial condition or results of
operations.

The Partnerships assets and equity interests are pledged as a full and
unconditional guarantee of certain debt of IASIS, which totaled approximately
$654 million at June 30, 2003.

In order to recruit and retain physicians to the communities it serves,
the Partnership has committed to provide certain financial assistance in the
form of recruiting agreements with various physicians. Amounts advanced under
the recruiting agreements are generally forgiven prorata over a period of 24
months after one year of completed service and contingent upon the physician
continuing to practice in the respective community. The amounts advanced and
not repaid, in managements opinion, will not have a material adverse effect on
the Partnerships financial condition or results of operations.

5.     Income Taxes

No provision for income taxes has been reflected in the accompanying
unaudited condensed financial statements because the tax effect of the
Partnerships activities accrues to the individual partners. The Partnerships
tax returns and the amounts of distributable Partnership income or loss are
subject to examination by the federal and state taxing authorities. In the
event of an examination of the Partnerships tax return, the tax liability of
the partners could be changed if any adjustment to the Partnership taxable
income or loss is ultimately sustained by the taxing authorities.

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Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations

Pursuant to General Instruction (H)(2)(a) of Form 10-Q, the following
analysis of the results of operations is presented in lieu of Managements
Discussion and Analysis of Financial Condition and Results of Operations. The
following discussion should be read in conjunction with our unaudited condensed
financial statements, the notes to our unaudited condensed financial statements
and the other financial information appearing elsewhere in this report.

Overview

Odessa Regional Hospital, LP, also referred to as the Partnership, was
formed on September 24, 1999 to own and operate Odessa Regional Hospital in
Odessa, Texas. The hospital is a 121-bed acute care hospital that provides
inpatient, outpatient and emergency care services to residents in the
Odessa-Midland region of Texas. The Partnerships 1% general partner is IASIS
Healthcare Holdings, Inc., which is an indirect wholly-owned subsidiary of
IASIS Healthcare Corporation, also referred to as IASIS. IASIS is a for-profit
hospital management company that owns and operates 14 general, acute care
hospitals in four states. IASIS also owns a Medicaid managed health plan in
Arizona. The Partnerships initial 99% limited partner was IASIS. On February
1, 2001, IASIS sold 11.2% of its limited partner units in the Partnership to
third party investors, which reduced its ownership in the Partnership
accordingly.

On
June 6, 2003, IASIS issued $100.0 million of 8 1/2% senior
subordinated notes due 2009. On August 14, 2003, pursuant to an effective
registration statement on Form S-4 filed with the Securities and Exchange
Commission, IASIS exchanged all of its outstanding 8 1/2% senior subordinated
notes due 2009 for 8 1/2% senior subordinated notes due 2009 that are
registered under the Securities Act of 1933, as amended. The notes are
guaranteed by all of IASISs material subsidiaries other than Health Choice
Arizona, Inc., including the Partnership.

The Partnership, along with all of IASISs material subsidiaries, also
guarantees IASISs 13% senior subordinated notes due 2009 in the amount of
$230.0 million. The 13% senior subordinated notes due 2009 were issued on
October 13, 1999. On May 25, 2000, IASIS exchanged all of its outstanding 13%
senior subordinated notes due 2009 for 13% senior subordinated notes due 2009
that have been registered under the Securities Act of 1933, as amended.

Forward Looking Statements

Some of the statements we make in this report are forward-looking within
the meaning of the federal securities laws, which are intended to be covered by
the safe harbors created thereby. Those forward-looking statements include all
statements that are not historical statements of fact and those regarding our
intent, belief or expectations. Forward-looking statements involve known and
unknown risks and uncertainties that may cause actual results in future periods
to differ materially from those anticipated in the forward-looking statements.
Those risks and uncertainties include, among others, our ability to negotiate
favorable contracts with managed care plans; the highly competitive nature of
the healthcare industry; possible changes in Medicare and Medicaid
reimbursement levels and other federal or state healthcare reforms; future cost
containment initiatives undertaken by purchasers of healthcare services; our
ability to attract and retain qualified management and personnel, including
physicians and nurses; the effect of existing and future governmental
regulations, including the Balanced Budget Act of 1997, the Balanced Budget
Refinement Act of 1999 and the Medicare, Medicaid and SCHIP Benefit Improvement
and Protection Act of 2000; the impact of possible governmental investigations;
our ability to use our information systems effectively; our limited operating
history; and general economic and business conditions. Although we believe that
the assumptions underlying the forward-looking statements contained in this
report are reasonable, any of these assumptions could prove to be inaccurate
and, therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included in this
report, you should not regard the inclusion of such information as a
representation by us or any other person that our objectives and plans will be
achieved. We undertake no obligation to publicly release any revisions to any
forward-looking statements contained herein to reflect events and circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.

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Results of Operations

The following table presents, for the period indicated, information
expressed as a percentage of net revenue. Such information has been derived
from our unaudited condensed statement of operations.

|                              |  |                    |       |                   |  |      |       |      |  |  |       |   |  |  |       |  
|----------------------------- |  | ------------------ | ----- | ----------------- |  | ---- | ----- | ---- |  |  | ----- | - |  |  | ----- | -
|                              |  | Three Months Ended |       | Nine Months Ended
|                              |  | June 30,           |       | June 30,         
|                              |  |                    |       |                  
|                              |  | 2003               |       | 2002              |  | 2003 |       | 2002
|                              |  |                    |       |                   |  |      |       |     
|Net revenue                   |  |                    | 100.0 | %                 |  |      | 100.0 | %    |  |  | 100.0 | % |  |  | 100.0 | %
|Salaries and benefits         |  |                    | 30.7  |                   |  |      | 36.3  |      |  |  | 31.5  |   |  |  | 34.6  |  
|Supplies                      |  |                    | 13.5  |                   |  |      | 10.7  |      |  |  | 13.9  |   |  |  | 10.2  |  
|Other operating expenses      |  |                    | 14.1  |                   |  |      | 17.0  |      |  |  | 14.9  |   |  |  | 16.9  |  
|Provision for bad debts       |  |                    | 10.2  |                   |  |      | 9.5   |      |  |  | 8.9   |   |  |  | 8.9   |  
|Interest expense              |  |                    | 7.3   |                   |  |      | 4.8   |      |  |  | 7.4   |   |  |  | 7.8   |  
|Depreciation and amortization |  |                    | 3.1   |                   |  |      | 2.8   |      |  |  | 3.0   |   |  |  | 3.0   |  
|Management fees               |  |                    | 2.1   |                   |  |      | 2.0   |      |  |  | 2.0   |   |  |  | 1.9   |  
|                              |  |                    |       |                   |  |      |       |      |  |  |       |   |  |  |       |  
|Net earnings                  |  |                    | 19.0  | %                 |  |      | 16.9  | %    |  |  | 18.4  | % |  |  | 16.7  | %
|                              |  |                    |       |                   |  |      |       |      |  |  |       |   |  |  |       |  

Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002

Net Revenue

Net revenue is comprised of net patient service revenue and other revenue.
Net patient service revenue is reported net of contractual adjustments. The
adjustments principally result from differences between the hospitals
established charges and payment rates under Medicare, Medicaid and various
managed care plans. Established hospital charges generally have increased at a
faster rate than the rate of increase for Medicare and Medicaid payments. The
calculation of appropriate payments from the Medicare and Medicaid programs as
well as terms governing agreements with other third-party payors are complex
and subject to interpretation. As a result, there is at least a reasonable
possibility that recorded estimates will change by a material amount.

Net revenue totaled $17.2 million for the three months ended June 30,
2003, compared to $12.4 million in the same period during 2002, an increase of
$4.8 million, or 38.2%. Our net patient revenue per adjusted admission
increased 4.8% for the three months ended June 30, 2003, compared to the same
period in 2002. The increase in net patient revenue per adjusted admission was
due primarily to price increases, along with increased acuity from growth in
cardiac and inpatient surgical cases.

Admissions increased 27.0% from 921 for the three months ended June 30,
2002 to 1,170 for the same period in 2003, and patient days increased 25.6%
from 3,643 for the three months ended June 30, 2002 to 4,576 for the same
period in 2003. Adjusted admissions increased 31.1% from 1,363 for the three
months ended June 30, 2002 to 1,787 for the same period in 2003, and adjusted
patient days increased 29.4% from 5,395 for the three months ended June 30,
2002 to 6,979 for the same period in 2003.

Operating Expenses

Salaries and benefits increased $759,000 from $4.5 million, or 36.3% of
net revenue, in the three months ended June 30, 2002 to $5.3 million, or 30.7%
of net revenue, in the three months ended June 30, 2003. The increase was due
primarily to volume growth, general wage inflation and an increase in employee
benefits. The 5.6% decrease in salaries and benefits as a percentage of net
revenue from period to period was attributable to staffing efficiencies
achieved from leveraging labor-related costs through the growth in net revenue.

Supplies expense increased $1.0 million from $1.3 million, or 10.7% of net
revenue, in the three months ended June 30, 2002 to $2.3 million, or 13.5% of
net revenue, in the three months ended June 30, 2003. Supplies as a percentage
of net revenue increased 2.8% from period to period primarily due to an
increase in acuity which resulted in an increased utilization of higher cost
medical supplies such as cardiac implants and certain drugs.

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Other operating expenses, consisting of medical and clinical fees, other
fees and services, repairs and maintenance, insurance, rent expense,
amortization of physician recruiting costs and other expenses increased
$317,000 from $2.1 million, or 17.0% of net revenue, in the three months ended
June 30, 2002 to $2.4 million, or 14.1% of net revenue, in the three months
ended June 30, 2003. The increase in other operating expenses was primarily
the result of increases in insurance costs, rent expense and physician
recruiting costs. Other operating expenses as a percent of net revenue
decreased 2.9% from period to period due primarily to the leveraging of fixed
costs through the growth in net revenue.

Provision for bad debts increased $574,000 from $1.2 million, or 9.5% of
net revenue, in the three months ended June 30, 2002 to $1.8 million, or 10.2%
of net revenue, in the three months ended June 30, 2003. Provision for bad
debts as a percentage of net revenue increased 0.7% from period to period due to an increase in self-pay
receivables reflecting the continuing trend of increased co-pay and deductibles
passed on by employers to employees during 2003.

Depreciation and amortization expense increased $183,000 from $352,000 in
the three months ended June 30, 2002 to $535,000 in the three months ended June
30, 2003. The increase in depreciation and amortization was primarily the
result of additions to property and equipment during 2002 and 2003.

Interest expense increased $661,000 from $598,000 in the three months
ended June 30, 2002 to $1.3 million in the three months ended June 30, 2003.
The increase in interest expense is due to the increase in debt associated with
a new promissory note entered into with IASIS in October 2002.

Management fees increased $114,000 from $243,000 in the three months ended
June 30, 2002 to $357,000 in the three months ended June 30, 2003. Management
fees represent an allocation of IASISs corporate overhead costs. The increase
in allocated management fees resulted from an increase in IASISs corporate
overhead costs.

Net
earnings were $2.1 million for the three months ended
June 30, 2002 as compared to $3.3 million for the three
months ended June 30, 2003.

Nine Months Ended June 30, 2003 Compared to Nine Months Ended June 30, 2002

Net Revenue

Net revenue totaled $51.2 million for the nine months ended June 30, 2003,
compared to $35.5 million for the nine months ended June 30, 2002, an increase
of $15.7 million, or 44.4%. Our net patient revenue per adjusted admission
increased 18.1% for the nine months ended June 30, 2003, compared to the same
period in 2002. The increase in net patient revenue per adjusted admission was
due primarily to price increases, along with increased acuity from growth in
cardiac and inpatient surgical cases.

Admissions increased 24.1% from 3,059 for the nine months ended June 30,
2002 to 3,797 for the same period in 2003, and patient days increased 28.8%
from 11,164 for the nine months ended June 30, 2002 to 14,384 for the same
period in 2003. Adjusted admissions increased 23.5% from 4,543 for the nine
months ended June 30, 2002 to 5,610 for the same period in 2003, and adjusted
patient days increased 28.2% from 16,579 for the nine months ended June 30,
2002 to 21,253 for the same period in 2003.

Operating Expenses

Salaries and benefits increased $3.9 million from $12.2 million, or 34.6%
of net revenue, for the nine months ended June 30, 2002 to $16.1 million, or
31.5% of net revenue, for the nine months ended June 30, 2003. The increase
was due primarily to volume growth, general wage inflation and an increase in
employee benefits. The 3.1% decrease in salaries and benefits as a percentage
of net revenue from period to period was attributable to staffing efficiencies
achieved from leveraging labor-related costs through the growth in net revenue.

Supplies expense increased $3.5 million from $3.6 million, or 10.2% of net
revenue, for the nine months ended June 30, 2002 to $7.1 million, or 13.9% of
net revenue, for the nine months ended June 30, 2003. Supplies as a percentage
of net revenue increased 3.7% from period to period primarily due to an
increase in acuity which resulted in an increased utilization of higher cost
medical supplies such as cardiac implants and certain drugs.

Other operating expenses increased $1.6 million from $6.0 million, or
16.9% of net revenue, for the nine months ended June 30, 2002 to $7.6 million,
or 14.9% of net revenue, for the nine months ended June 30, 2003. The

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increase in other operating expenses was primarily the result of increases in
insurance costs, rent expense and physician recruiting costs. Other operating
expenses as a percentage of net revenue decreased 2.0% from period to period
due primarily to the leveraging of fixed costs through the growth in net
revenue.

Provision for bad debts increased $1.4 million from $3.1 million for the
nine months ended June 30, 2002 to $4.5 million for the same period in 2003. As
a percentage of net revenue, provision for bad debts remained consistent with
the prior year period at 8.9%.

Depreciation and amortization expense increased $520,000 from $1.0 million
in the nine months ended June 30, 2002 to $1.5 million in the nine months ended
June 30, 2003. The increase in depreciation and amortization was primarily the
result of additions to property and equipment during 2002 and 2003.

Interest expense increased $1.0 million from $2.8 million in the nine
months ended June 30, 2002 to $3.8 million in the nine months ended June 30,
2003. The increase in interest expense is due to the increase in debt
associated with a new promissory note entered into with IASIS in October 2002.

Management fees increased $326,000 from $693,000 for the nine months ended
June 30, 2002 to $1.0 million for the nine months ended June 30, 2003.
Management fees represent an allocation of IASISs corporate overhead costs.
The increase in allocated management fees resulted from an increase in IASISs
corporate overhead costs.

Net
earnings were $5.9 million for the nine months ended
June 30, 2002 as compared to $9.5 million for the nine
months ended June 30, 2003.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

Omitted pursuant to General Instruction (H)(2)(c) of Form 10-Q.




Item 4. Controls and Procedures

Under the supervision and with the participation of our management team,
including the persons performing the functions of principal executive officer
and principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e) and
15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as
of June 30, 2003. Based on this evaluation, the persons performing the
functions of principal executive officer and principal financial officer
concluded that the Partnerships disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic reports.

There were no changes in our internal control over financial reporting
that occurred during the period covered by this report that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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PART II.

OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | List of Exhibits:
| | --- |  | -----------------

|     |  |                                                                                                                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Certificate of Limited Partnership of Odessa
Regional Hospital, LP, as filed with the Secretary of State of
the State of Delaware on September 24, 1999**                                                                      
|     |  |                                                                                                                                                                                                                                
|3.2  |  | Amended and Restated Limited Partnership
Agreement of Odessa Regional Hospital, LP*                                                                                                                                            
|     |  |                                                                                                                                                                                                                                
|4.1  |  | Indenture, dated as of June 6, 2003, among IASIS
Healthcare Corporation, the Subsidiary Guarantors and The Bank
of New York, as Trustee*                                                                                       
|     |  |                                                                                                                                                                                                                                
|4.2  |  | Form of Subsidiary Guarantee dated as of June 6,
2003, executed by each of the Subsidiary Guarantors*                                                                                                                          
|     |  |                                                                                                                                                                                                                                
|4.3  |  | Registration Rights Agreement Dated June 6, 2003,
by and among IASIS Healthcare Corporation, the Guarantors
signatories thereto and Banc Of America Securities LLC, Bear,
Stearns & Co. Inc. and Citigroup Global Markets Inc.*
|     |  |                                                                                                                                                                                                                                
|10.1 |  | First Amendment to Credit Agreement dated as of
May 21, 2003, by and among IASIS Healthcare Corporation, the
Subsidiary Guarantors, the Lenders party thereto and Bank of
America, N.A., as Administrative Agent*              
|     |  |                                                                                                                                                                                                                                
|31.1 |  | Certification pursuant to Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                                                                                                                 
|     |  |                                                                                                                                                                                                                                
|31.2 |  | Certification pursuant to Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                                                                                                                 
|     |  |                                                                                                                                                                                                                                
|32.1 |  | Certification pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002                                                                                                                 
|     |  |                                                                                                                                                                                                                                
|*    |  | Incorporated by reference to the Partnerships
Registration Statement on Form S-4 (Registration No.
333-106612-02)                                                                                                             
|     |  |                                                                                                                                                                                                                                
|**   |  | Incorporated by reference to the Partnerships
Registration Statement on Form S-4 (Registration No.
333-94521-24)                                                                                                              



| | (b) |  | Reports on Form 8-K:
| | --- |  | --------------------
|
| |     |  | None                

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                      |  |     |  |                                                                                
|--------------------- |  | --- |  | -------------------------------------------------------------------------------
|                      |  |     |  | ODESSA REGIONAL HOSPITAL, LP                                                   
|                     
|                      |  |     |  |                                                                                
|                     
|                      |  | By: |  | IASIS Healthcare Holdings, Inc.
General Partner                                
|                     
|                      |  |     |  |                                                                                
|                     
|Date: August 29, 2003 |  | By: |  | /s/ Stacey GerigStacey Gerig
Chief Financial Officer 
Odessa Regional Hospital

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EXHIBIT INDEX

|     |  |                                                                                                                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Certificate of Limited Partnership of Odessa
Regional Hospital, LP, as filed with the Secretary of State of
the State of Delaware on September 24, 1999**                                                                      
|     |  |                                                                                                                                                                                                                                
|3.2  |  | Limited Partnership Agreement of Odessa Regional
Hospital, LP*                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                
|4.1  |  | Indenture, dated as of June 6, 2003, among IASIS
Healthcare Corporation, the Subsidiary Guarantors and The Bank
of New York, as Trustee*                                                                                       
|     |  |                                                                                                                                                                                                                                
|4.2  |  | Form of Subsidiary Guarantee dated as of June 6,
2003, executed by each of the Subsidiary Guarantors*                                                                                                                          
|     |  |                                                                                                                                                                                                                                
|4.3  |  | Registration Rights Agreement Dated June 6, 2003,
by and among IASIS Healthcare Corporation, the Guarantors
signatories thereto and Banc Of America Securities LLC, Bear,
Stearns & Co. Inc. and Citigroup Global Markets Inc.*
|     |  |                                                                                                                                                                                                                                
|10.1 |  | First Amendment to Credit Agreement dated as of
May 21, 2003, by and among IASIS Healthcare Corporation, the
Subsidiary Guarantors, the Lenders party thereto and Bank of
America, N.A., as Administrative Agent*              
|     |  |                                                                                                                                                                                                                                
|31.2 |  | Certification pursuant to Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                                                                                                                 
|     |  |                                                                                                                                                                                                                                
|31.2 |  | Certification pursuant to Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                                                                                                                 
|     |  |                                                                                                                                                                                                                                
|32.1 |  | Certification pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002                                                                                                                 
|     |  |                                                                                                                                                                                                                                
|*    |  | Incorporated by reference to the Partnerships
Registration Statement on Form S-4 (Registration No.
333-106612-02)                                                                                                             
|     |  |                                                                                                                                                                                                                                
|**   |  | Incorporated by reference to the Partnerships
Registration Statement on Form S-4 (Registration No.
333-94521-24)                                                                                                              

12