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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2003

OR

[ ] 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
(State or Other Jurisdiction
of Incorporation or Organization)
    
    62-1795574
(I.R.S. Employer
Identification No.)113 SEABOARD LANE, SUITE A-200
FRANKLIN, TENNESSEE
(Address of Principal Executive Offices)
    
    37067
(Zip Code)


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

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark 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 [ x ] NO [ ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2). YES [ ] NO [ x ]

The Registrant meets the conditions set forth in General
Instruction I 1(a) and (b) of Form 10-K (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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TABLE OF CONTENTS



|                                                |                                                                                                          |  |  |  |  |  |  | 
|----------------------------------------------- | -------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                         
|                                                | Item 1. Business.                                                                                       
|                                                | Item 2. Properties.                                                                                     
|                                                | Item 3. Legal Proceedings.                                                                              
|                                                | Item 4. Submission of Matters to a Vote of Security Holders.                                            
|PART II                                        
|                                                | Item 5. Market for Registrants Common Equity and Related Stockholder Matters.                          
|                                                | Item 6. Selected Financial Data.                                                                        
|                                                | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.          
|                                                | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                                     
|                                                | Item 8. Financial Statements and Supplementary Data.                                                    
|                                                | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.           
|                                                | Item 9A. Controls and Procedures.                                                                       
|PART III                                       
|                                                | Item 10. Directors and Executive Officers of the Registrant.                                            
|                                                | Item 11. Executive Compensation.                                                                        
|                                                | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|                                                | Item 13. Certain Relationships and Related Transactions.                                                
|                                                | Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.                              
|EX-31.1  SECTION 302 CERTIFICATION OF THE CEO  
|EX-31.2  SECTION 302 CERTIFICATION OF THE CFO  
|EX-32.1  SECTION 906 CERITFICATION OF CEO & CFO



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TABLE OF CONTENTS

PART I
    
    
    
    
    1Item 1
    
    Business
    
    
    1Item 2
    
    Properties
    
    
    1Item 3
    
    Legal Proceedings
    
    
    1Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    1PART II
    
    
    
    
    1Item 5
    
    Market for Registrant's Common Equity and Related Stockholder Matters
    
    
    1Item 6
    
    Selected Financial Data
    
    
    2Item 7
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    2Item 7A
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    4Item 8
    
    Financial Statements and Supplementary Data
    
    
    5Item 9
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    18Item 9A
    
    Controls and Procedures
    
    
    18PART III
    
    
    
    
    18Item 10
    
    Directors and Executive Officers of the Registrant
    
    
    18Item 11
    
    Executive Compensation
    
    
    18Item 12
    
    Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters
    
    
    18Item 13
    
    Certain Relationships and Related Transactions
    
    
    18Item 15
    
    Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    18


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ODESSA REGIONAL HOSPITAL, LP




PART I




Item 1. Business.

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 a 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 acute care
hospitals in four states. IASIS also owns and operates a behavioral health
center in Phoenix, Arizona and has an ownership interest in three ambulatory
surgery centers. In addition, IASIS owns and operates a Medicaid managed health
plan in Phoenix. The Partnerships initial 99% limited partner was IASIS. On
February 1, 2001, the Partnership sold 11.2% of its limited partner units in
the Partnership to third-party investors, which reduced IASISs ownership in
the Partnership accordingly. IASIS currently owns an 87.8% interest in the Partnership.

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
completed the exchange of all of its outstanding 8-1/2% senior subordinated
notes due 2009 for an equivalent principal amount of 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. IASIS issued 13% senior subordinated notes due 2009 on October
13, 1999. On May 25, 2000, IASIS exchanged all of its outstanding 13% senior
subordinated notes due 2009 for an equivalent principal amount of 13% senior subordinated notes due 2009 that
have been registered under the Securities Act of 1933, as amended.

In
addition, substantially all of the Partnerships assets are
pledged as collateral under IASISs bank credit facility.




Item 2. Properties.

Information regarding the hospital owned and operated by the Partnership
can be found in Item 1 of this report under the caption, Business.




Item 3. Legal Proceedings.

The Partnership is involved in litigation and proceedings from time to
time in the ordinary course of business. The Partnership currently is not a
party to any litigation or proceeding that, in managements opinion, would have
a material adverse effect upon its business, financial condition or results of
operations.




Item 4. Submission of Matters to a Vote of Security Holders.

Omitted pursuant to General Instruction I to Form 10-K.




PART II




Item 5. Market for Registrants Common Equity and Related Stockholder Matters.

There is no established public trading market for the Partnerships equity
securities. IASIS, directly and through IASIS Healthcare Holdings, Inc.,
currently owns an 88.8% interest in the Partnership. The remaining 11.2% is
owned by third-party investors.

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Item 6. Selected Financial Data.

Omitted pursuant to General Instruction I to Form 10-K.




Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.

Pursuant to General Instruction I of Form 10-K, 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 audited financial statements,
the notes to our audited 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 a 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 acute care hospitals in
four states. IASIS also owns and operates a behavioral health center in
Phoenix, Arizona and has an ownership interest in three ambulatory surgery
centers. In addition, IASIS owns and operates a Medicaid managed health plan in
Phoenix. The Partnerships initial 99% limited partner was IASIS. On February
1, 2001, the Partnership sold 11.2% of its limited partner units in the
Partnership to third-party investors, which reduced IASISs ownership in the
Partnership accordingly. IASIS currently owns an 87.8% interest
in the Partnership.

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
completed the exchange of all of its outstanding 8-1/2% senior subordinated
notes due 2009 for an equivalent principal amount of 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. IASIS issued 13% senior subordinated notes due 2009 on October
13, 1999. On May 25, 2000, IASIS exchanged all of its outstanding 13% senior
subordinated notes due 2009 for an equivalent principal amount of 13% senior subordinated notes due 2009 that
have been registered under the Securities Act of 1933, as amended.

In
addition, substantially all of the Partnerships assets are
pledged as collateral under IASISs bank credit facility.

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; 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

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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.

Results of Operations

The following table presents, for the periods indicated, information
expressed as a percentage of net revenue. Such information has been derived
from our audited statements of operations.

Year EndedSeptember 30,2003
    
    2002Net revenue
    
    
    100.0
    %
    
    
    100.0
    %Salaries and benefits
    
    
    31.5
    
    
    
    35.3Supplies
    
    
    12.9
    
    
    
    10.7Other operating expenses
    
    
    14.7
    
    
    
    17.7Provision for bad debts
    
    
    9.0
    
    
    
    8.5Interest, net
    
    
    7.5
    
    
    
    7.3Depreciation and amortization
    
    
    3.2
    
    
    
    3.2Management fees
    
    
    2.4
    
    
    
    2.6Net income
    
    
    18.8
    %
    
    
    14.7
    %


Year Ended September 30, 2003 Compared to Year Ended September 30, 2002

Net revenue- Net revenue totaled $67.2 million for the year ended
September 30, 2003, compared to $48.5 million for the year ended September 30,
2002, an increase of $18.7 million, or 38.6%. Net patient revenue per adjusted
admission increased 13.3% for the year ended September 30, 2003, compared to
the same period in 2002. The increase in net patient revenue per adjusted
admission was due primarily to rate increases, along with increased acuity
from growth in cardiac and inpatient surgical cases.

Admissions increased 20.0% from 4,120 for the year ended September 30,
2002 to 4,942 for the same period in 2003 and adjusted admissions increased 22.1% from 6,079 for the year ended
September 30, 2002 to 7,424 for the same period in 2003. The
increase in admissions and adjusted admissions was the result of our
upgrading medical equipment and technology, recruiting physicians and
expanding services through a facility expansion and renovation
program.

Salaries and benefits- Salaries and benefits increased $4.1 million from
$17.1 million, or 35.3% of net revenue, for the year ended September 30, 2002
to $21.2 million, or 31.5% of net revenue, for the year ended September 30,
2003. The increase was due primarily to volume growth, general wage inflation
and an increase in employee benefits. The 3.8% 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- Supplies expense increased $3.5 million from $5.2
million, or 10.7% of net revenue, for the year ended September 30, 2002 to $8.7
million, or 12.9% of net revenue, for the year ended September 30, 2003.
Supplies as a percentage of net revenue increased 2.2% 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- Other operating expenses increased $1.2 million
from $8.6 million, or 17.7% of net revenue, for the year ended September 30,
2002 to $9.8 million, or 14.7% of net revenue, for the year ended September 30,
2003. The increase in other operating expenses was primarily the result of
increases in insurance costs, rent expense, non-income taxes and physician
recruiting costs. We expect our other operating expenses to continue to be
negatively impacted for the near term by insurance expense increases as a
result of continued cost

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pressures on the professional liability insurance market. Other operating
expenses as a percentage of net revenue decreased 3.0% from period to period
due primarily to the leveraging of fixed costs through the growth in net
revenue.

Provision for bad debts- Provision for bad debts increased $1.9 million
from $4.1 million for the year ended September 30, 2002 to $6.0 million for the
same period in 2003. As a percentage of net revenue, provision for bad debts
increased 0.5% from period to period primarily due to an increase in self pay
revenue as a result of the growth in the number of uninsured patients
and an increase in the amount of co-pays and deductibles passed on by
employers to employees.

Depreciation and amortization- Depreciation and amortization expense
increased $612,000 from $1.5 million in the year ended September 30, 2002 to
$2.1 million in the year ended September 30, 2003. The increase in depreciation
and amortization was primarily the result of additions to property and
equipment during 2002 and 2003.

Interest, net- Interest expense, net increased $1.4 million from $3.6
million in the year ended September 30, 2002 to $5.0 million in the year ended
September 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 and due to the Partnerships capitalization of
approximately $800,000 in interest costs
in 2002 associated with construction projects at the hospital. During 2002,
the hospital completed a $12.0 million facility expansion and renovation
program.

Management fees- Management fees increased $400,000 from $1.2 million for
the year ended September 30, 2002 to $1.6 million for the year ended September
30, 2003. Management fees represent an allocation of IASISs corporate
overhead costs and are allocated based on the Partnerships net
revenue. The increase in allocated management fees resulted from an
increase in net revenue and an increase in IASISs corporate overhead costs.

Net Income- Net income was $7.1 million for the year ended September 30,
2002 as compared to $12.6 million for the year ended September 30, 2003.




Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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Item 8. Financial Statements and Supplementary Data.

ODESSA REGIONAL HOSPITAL, LP

Index to Financial Statements

Years Ended September 30, 2003, 2002 and 2001

CONTENTS

Report of Independent Auditors
    
    
    6Financial Statements:Balance Sheets
    
    
    7Statements of Income
    
    
    8Statements of Cash Flows
    
    
    9Statements of Changes in Partners Capital
    
    
    10Notes to Financial Statements
    
    
    11


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Report of Independent Auditors

The Partners
Odessa Regional Hospital, LP

We have audited the accompanying balance sheets of Odessa Regional Hospital, LP
(the Partnership) (a Delaware limited partnership) as of September 30, 2003
and 2002, and the related statements of income, changes in partners capital,
and cash flows for each of the three years in the period ended September 30,
2003. These financial statements are the responsibility of the Partnerships
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Odessa Regional Hospital, LP
at September 30, 2003 and 2002, and the results of its operations and its cash
flows for each of the three years in the period ended September 30, 2003 in
conformity with accounting principles generally accepted in the United States.

As discussed in Note 2 to the financial statements, effective October 1, 2001
the Partnership changed its method of accounting for goodwill and other
intangibles assets.

/s/ ERNST & YOUNG LLPNashville, Tennessee
November 10, 2003


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ODESSA REGIONAL HOSPITAL, LP
Balance Sheets
(in thousands, except unit amounts)

September 30,2003
    
    2002AssetsCurrent assets:Accounts receivable, net of allowance for doubtful
accounts of $2,346 and $1,746, respectively
    
    $
    7,365
    
    
    $
    8,748Inventories
    
    
    1,299
    
    
    
    1,691Prepaid expenses and other current assets
    
    
    249
    
    
    
    905Total current assets
    
    
    8,913
    
    
    
    11,344Property and equipment, net
    
    
    23,991
    
    
    
    23,456Goodwill
    
    
    28,827
    
    
    
    28,827Due from affiliate
    
    
    14,107
    
    
    
    Other assets, net
    
    
    864
    
    
    
    664Total assets
    
    $
    76,702
    
    
    $
    64,291Liabilities and partners capitalCurrent liabilities:Accounts payable
    
    $
    2,501
    
    
    $
    1,934Salaries and benefits payable
    
    
    1,489
    
    
    
    1,047Other accrued liabilities
    
    
    405
    
    
    
    199Current portion of capital lease obligations
    
    
    182
    
    
    
    Current portion of debt allocated from IASIS
    
    
    960
    
    
    
    470Total current liabilities
    
    
    5,537
    
    
    
    3,650Long-term capital lease obligations
    
    
    665
    
    
    
    Debt allocated from IASIS
    
    
    39,588
    
    
    
    32,590Due to affiliate
    
    
    
    
    
    
    3,426Partners
Capital:General partner  1% ownership interest at
September 30, 2003 and 2002
    
    
    624
    
    
    
    562Limited
partners  $25,000 per unit; 733 and 732 units
issued and outstanding at September 30, 2003
and 2002, respectively

    
    
    30,288
    
    
    
    24,063Total
partners capital
    
    
    30,912
    
    
    
    24,625Total liabilities and partners capital
    
    $
    76,702
    
    
    $
    64,291


See accompanying notes

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ODESSA REGIONAL HOSPITAL, LP
Statements Of Income
(in thousands)

Year Ended September 30,2003
    
    2002
    
    2001Net revenue
    
    $
    67,167
    
    
    $
    48,539
    
    
    $
    39,646Costs and expenses:Salaries and benefits
    
    
    21,164
    
    
    
    17,136
    
    
    
    15,164Supplies
    
    
    8,656
    
    
    
    5,209
    
    
    
    4,955Other operating expenses
    
    
    9,849
    
    
    
    8,602
    
    
    
    6,019Provision for bad debts
    
    
    6,049
    
    
    
    4,134
    
    
    
    3,856Interest, net
    
    
    5,031
    
    
    
    3,559
    
    
    
    4,136Depreciation and amortization
    
    
    2,149
    
    
    
    1,537
    
    
    
    2,145Management fees
    
    
    1,623
    
    
    
    1,249
    
    
    
    1,138Total costs and expenses
    
    
    54,521
    
    
    
    41,426
    
    
    
    37,413Net income
    
    $
    12,646
    
    
    $
    7,113
    
    
    $
    2,233Net income attributable to general partner
    
    $
    126
    
    
    $
    71
    
    
    $
    23Net income attributable to limited partners
    
    $
    12,520
    
    
    $
    7,042
    
    
    $
    2,210Net income per partnership unit
    
    $
    17
    
    
    $
    10
    
    
    $
    3


See accompanying notes

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ODESSA REGIONAL HOSPITAL, LP
Statements of Cash Flows
(in thousands)

Year Ended September 30,2003
    
    2002
    
    2001Cash flows from operating activitiesNet income
    
    $
    12,646
    
    
    $
    7,113
    
    
    $
    2,233Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    2,149
    
    
    
    1,537
    
    
    
    2,145Changes in operating assets and liabilities, net of effect of acquisition:Accounts receivable
    
    
    1,383
    
    
    
    (135
    )
    
    
    (2,580
    )Inventories, prepaid expenses and other current assets
    
    
    1,048
    
    
    
    (1,057
    )
    
    
    (18
    )Accounts payable, salaries and benefits payables and other accrued
liabilities
    
    
    1,215
    
    
    
    (806
    )
    
    
    2,016Net cash provided by operating activities
    
    
    18,441
    
    
    
    6,652
    
    
    
    3,796Cash flows from investing activitiesPurchases of property and equipment, net
    
    
    (1,714
    )
    
    
    (9,564
    )
    
    
    (4,599
    )Change in other assets
    
    
    (200
    )
    
    
    (627
    )
    
    
    (18
    )Net cash used in investing activities
    
    
    (1,914
    )
    
    
    (10,191
    )
    
    
    (4,617
    )Cash flows from financing activitiesPayment of debt and capital leases
    
    
    (748
    )
    
    
    (413
    )
    
    
    Change in due to/from affiliate, net
    
    
    (9,420
    )
    
    
    7,070
    
    
    
    (825
    )Syndication
proceeds, net
    
    
    
    
    
    
    
    
    
    
    2,075Proceeds from resale of partnership unit
    
    
    29
    
    
    
    
    
    
    
    Repurchase of partnership unit
    
    
    
    
    
    
    (29
    )
    
    
    Distribution to partners
    
    
    (6,388
    )
    
    
    (3,089
    )
    
    
    (429
    )Net cash (used in) provided by financing activities
    
    
    (16,527
    )
    
    
    3,539
    
    
    
    821Change in cash
    
    
    
    
    
    
    
    
    
    
    Cash at beginning of period
    
    
    
    
    
    
    
    
    
    
    Cash at end of period
    
    $
    
    
    
    $
    
    
    
    $
    Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    4,992
    
    
    $
    4,329
    
    
    $
    4,137Non-cash
transactions:Capital
contribution from IASIS for general and limited partner interests
    
    $
    
    
    
    $
    
    
    
    $
    33,504Issuance
of promissory note for construction
    
    $
    8,133
    
    
    $
    Issuance of promissory note in
connection with the formation of the Partnership
    
    $
    
    
    
    $
    
    
    
    $
    33,473Repayment of promissory note in connection
with the formation of the Partnership
    
    $
    
    
    
    $
    
    
    
    $
    (31,387
    )Capital lease obligation incurred to acquire equipment
    
    $
    970
    
    
    $
    
    
    
    $
    


See accompanying notes

9



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##### Table of Contents



ODESSA REGIONAL HOSPITAL, LP
Statements of Changes in Partners Capital
Years Ended September 30, 2003, 2002 and 2001
(in thousands)

ManagingGeneral
    
    LimitedPartner
    
    Partners
    
    TotalBalance at September 30, 2000
    
    $
    134
    
    
    $
    13,299
    
    
    $
    13,433Capital contributions from
Partners, net of offering
costs of $186
    
    
    369
    
    
    
    5,024
    
    
    
    5,393Distributions to partners
    
    
    (4
    )
    
    
    (425
    )
    
    
    (429
    )Net income
    
    
    23
    
    
    
    2,210
    
    
    
    2,233Balance at September 30, 2001
    
    
    522
    
    
    
    20,108
    
    
    
    20,630Repurchase of partnership unit
    
    
    
    
    
    
    (29
    )
    
    
    (29
    )Distributions to partners
    
    
    (31
    )
    
    
    (3,058
    )
    
    
    (3,089
    )Net income
    
    
    71
    
    
    
    7,042
    
    
    
    7,113Balance at September 30, 2002
    
    
    562
    
    
    
    24,063
    
    
    
    24,625Sale of Partnership Unit
    
    
    
    
    
    
    29
    
    
    
    29Distributions to partners
    
    
    (64
    )
    
    
    (6,324
    )
    
    
    (6,388
    )Net income
    
    
    126
    
    
    
    12,520
    
    
    
    12,646Balance at September 30, 2003
    
    $
    624
    
    
    $
    30,288
    
    
    $
    30,912


See accompanying notes

10



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##### Table of Contents



ODESSA REGIONAL HOSPITAL, L.P.
NOTES TO FINANCIAL STATEMENTS

1. Organization and Significant Accounting Policies

Basis of Presentation

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 a wholly-owned subsidiary of
IASIS. IASIS is a for-profit hospital management company that owns and operates
14 acute care hospitals in four states. IASIS also owns and operates a
behavioral health center in Phoenix, Arizona and has an ownership interest in
three ambulatory surgery centers. In addition, IASIS owns and operates a
Medicaid managed health plan in Phoenix. 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 Amended and Restated Limited Partnership Agreement provides
that earnings, losses and distributions will be shared pro rata among the
partners.

Recently Issued Accounting Pronouncements

In November 2002, the Financial Accounting Standards Board (the FASB), issued
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees(FIN 45). FIN 45 requires a guarantor to recognize, at the
inception of a guarantee, a liability for the fair value of the obligation it
has undertaken in issuing the guarantee. The Partnership will apply FIN 45 to
guarantees, if any, issued or modified after December 31, 2002. The adoption
of FIN 45 did not have a material effect on the Partnerships
financial position or results of operations.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities(VIEs), an Interpretation of Accounting Research
Bulletin No. 51 (FIN 46). FIN 46 requires certain VIEs to be consolidated by
the primary beneficiary of the entity if the equity investors in the entity do
not have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the equity of the entity to finance its
activities without additional subordinated financial support from other
parties. FIN 46 is effective for all new VIEs created or acquired after
January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
ending after December 15, 2003. The adoption of FIN 46 is not expected to have
a material effect on the Partnerships financial position or results of
operations.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities(SFAS 149). SFAS 149 amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities under FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities. Most provisions of SFAS 149 are effective
for contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. SFAS 149 is not expected to have
a material effect on the Partnerships financial position or results of
operations.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity(SFAS 150). SFAS 150 establishes standards for how an
issuer classifies and measures in its statement of financial position certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its
scope as a liability (or an asset in some circumstances) because that financial
instrument embodies an obligation of the issuer. SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. The adoption of SFAS 150 did not have a material effect on
the Partnerships financial position or results of operations.

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##### Table of Contents



ODESSA REGIONAL HOSPITAL, L.P.
NOTES TO FINANCIAL STATEMENTS

Net Revenue

The Partnership has entered into agreements with third-party payors, including
government programs and managed care health plans, under which the Partnership
is paid based upon established charges, the cost of providing services,
predetermined rates per diagnosis, fixed per diem rates or discounts from
established charges.

Net patient service revenue is reported at the estimated net realizable amounts
from third-party payers and others for services rendered, including estimated
retroactive adjustments under reimbursement agreements with third-party payors.
Retroactive adjustments are accrued on an estimated basis in the period the
related services are rendered and are adjusted, if necessary, in future periods
when final settlements are determined.

Net adjustments to estimated
third-party settlements resulted in an increase of approximately
$550,000 and a decrease of approximately $125,000 to the
Partnerships net revenues for the years ended
September 30, 2003 and 2002, respectively. There were no similar
adjustments in 2001.

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 in the
near term. The Partnership believes that it is in material compliance with all
applicable laws and regulations and is not aware of any pending or threatened
investigations involving allegations of potential wrongdoing that would have a
material effect on the Partnerships financial position or results of
operations. Compliance with such laws and regulations can be subject to future
government review and interpretation as well as significant regulatory action
including fines, penalties, and exclusion from the Medicare and Medicaid
programs.

The Partnership provides care without charge to patients who are financially
unable to pay for the healthcare services they receive. Because the Partnership
does not pursue collection of amounts determined to qualify as charity care,
they are not reported as net revenue. As a result of providing services to
certain qualifying low-income and uninsured patients, the Partnership received
approximately $1,713,000, $2,101,000 and $2,716,000 in connection with the
State of Texas Disproportionate Share Program for the years ended September 30,
2003, 2002 and 2001, respectively, which are reported in net revenue in the
accompanying Statements of Income.

Accounts Receivable

The Partnership receives payment for services rendered from federal and state
agencies (under Medicare and Medicaid programs), managed care health plans,
commercial insurance companies, employers and patients. During the years ended
September 30, 2003, 2002 and 2001, approximately 15%, 14% and 11%,
respectively, of the Partnerships net patient revenue related to patients
participating in the Medicare program and 27%, 25% and 18%, respectively, of
the Partnerships net patient revenue related to patients participating in
Medicaid programs. The Partnership recognizes that revenues and receivables
from government agencies are significant to the Partnerships operations, but
does not believe that there are significant credit risks associated with these
governmental agencies. The Partnership believes that concentration of credit
risk from other payors is limited by the number of patients and payors.

Net Medicare settlement receivables estimated as of September 30, 2003 and 2002
and included in accounts receivable in the accompanying balance sheets
approximated $111,000 and $1,114,000, respectively.

Inventories

Inventories, principally medical supplies and pharmaceuticals, are stated at
the lower of cost or market.

Long-lived Assets

(a) Property and Equipment

Property and equipment are stated at cost. Depreciation expense is computed
using the straight-line method and was approximately $2,149,000, $1,537,000 and
$1,245,000 for the years ended September 30, 2003, 2002 and 2001, respectively.
Buildings and improvements are depreciated over estimated lives ranging
generally from fourteen to forty years. Estimated useful lives of equipment
vary generally from five to fifteen years. Routine repairs and maintenance are
charged to expense as incurred. The Partnership capitalized approximately
$800,000 of interest

12



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##### Table of Contents



ODESSA REGIONAL HOSPITAL, L.P.
NOTES TO FINANCIAL STATEMENTS

during 2002 related to its facility expansion project which was completed in
2002 at a total cost of approximately $12 million.

(b) Goodwill

The Partnership adopted SFAS No. 142 effective October 1, 2001 and completed
the required transitional impairment test in the 2002 fiscal year, which
resulted in no impairment. Pursuant to the provisions of SFAS No. 142, goodwill
is no longer amortized but is subject to annual impairment reviews (see Note
3).

(c) Other Assets

Other assets consist primarily of costs to recruit physicians to the
Partnerships market, which are deferred and generally amortized over a period
of 24 months after one year of completed service. Amortization of physician
recruiting costs is included in other operating expenses.

Income Taxes

No provision for income taxes has been reflected in the accompanying 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.

Fair Value of Financial Instruments

Accounts receivable, accounts payable and accrued liabilities are reflected in
the accompanying financial statements at fair value because of the short-term
nature of these instruments. The carrying amounts of the Partnerships
long-term debt and capital lease obligations approximate their fair value. The
fair value of the Partnerships long-term debt and capital lease obligations is
estimated using discounted cash flow analyses, based on the Partnerships
current incremental borrowing rates for similar types of borrowing
arrangements.

Reclassifications

Certain prior period amounts have been reclassified to conform to current
period presentation. Such reclassifications had no material effect on the
financial position and results of operations as previously reported.

Use of Estimates

The preparation of 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
financial statements and notes. Actual results could differ from those
estimates.

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##### Table of Contents



ODESSA REGIONAL HOSPITAL, L.P.
NOTES TO FINANCIAL STATEMENTS

2. Property and Equipment

Property and equipment consist of the following (in thousands):

September 30,2003
    
    2002Land
    
    $
    745
    
    
    $
    739Buildings and improvements
    
    
    15,950
    
    
    
    15,856Equipment
    
    
    12,556
    
    
    
    10,75329,251
    
    
    
    27,348Less accumulated depreciation and amortization
    
    
    (6,073
    )
    
    
    (3,929
    )23,178
    
    
    
    23,419Construction-in-progress
(estimated cost to complete at
September 30, 2003 - $2,997)
    
    
    813
    
    
    
    37$
    23,991
    
    
    $
    23,456


3. Goodwill

Effective October 1, 2001, the Partnership adopted the provisions of SFAS No.
141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets. Under the provisions of SFAS No. 142, amortization of goodwill ceased
as of October 1, 2002. The following table presents net earnings for the years
ended September 30, 2003, 2002 and 2001 assuming SFAS No. 142 had been adopted
October 1, 2000 (in thousands):

Year ended September 30,2003
    
    2002
    
    2001Reported net earnings (loss)
    
    $
    12,646
    
    
    $
    7,113
    
    
    $
    2,233Add back: Goodwill amortization
    
    
    
    
    
    
    
    
    
    
    873Adjusted net earnings
    
    $
    12,646
    
    
    $
    7,113
    
    
    $
    3,106


The Partnership has completed its annual impairment test for the 2003 fiscal
year, which resulted in no impairment.

4. 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 $31,387,000.
Under the provisions of the Note, interest of 13% per annum was 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,
was immediately due and payable in full. The Note could be prepaid in whole
or in part without premium or penalty and could be reborrowed up to the stated
principal amount.

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

The Partnership, effective October 1, 2002, entered into a promissory note (the
2002 Note) with IASIS for $8,113,000. The proceeds from this note were used
to partially fund the Partnerships construction of a $12 million addition to
the hospital. The 2002 Note is a five-year promissory note bearing
interest at 9% per annum on a
twenty-year amortization schedule.

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##### Table of Contents



ODESSA REGIONAL HOSPITAL, L.P.
NOTES TO FINANCIAL STATEMENTS

The Partnership, effective
October 1, 2003, entered into an additional new promissory note
(the 2003 Note) with IASIS in the amount of $32,590,000. The 2003 Note
replaces the 2001 Note and is a three-year promissory note bearing
interest at 9.3% interest per
annum on a twenty-year amortization schedule.
Interest is due and payable on the last day of the month beginning October 31,
2003 until September 30, 2006, at which time the entire outstanding principal
balance, together with all accrued and unpaid interest, would be immediately
due and payable in full.

Maturities of the 2002 Note and the 2003 Note at September 30, 2003 are as
follows (in thousands):

2004
    
    $
    9602005
    
    
    1,0552006
    
    
    31,1202007
    
    
    7,413$
    40,548


5. Due From Affiliate

Due to/from affiliate balances represent the net excess of funds transferred to
or paid on behalf of the Partnership over funds transferred to the centralized
cash management account of IASIS. Generally, the balance is increased or
decreased through daily cash deposits by the Partnership to the centralized
cash management account. Additionally, this balance is increased or decreased
by automatic cash transfers from the account to reimburse the Partnerships
bank accounts for operating expenses and to pay the Partnerships debt,
completed construction project additions, fees and services provided by IASIS,
including information systems services, and other operating expenses, such as
payroll, interest and insurance. Management fees represent an allocation of
corporate overhead costs of IASIS.

The Partnership is charged interest on due to affiliate balances at a rate
equal to the prime commercial lending rate as quoted in The Wall Street Journal
plus 2.5% (4.0% at September 30, 2003) pursuant to a borrowing agreement with
IASIS. The Partnership is credited interest on other due from affiliate
balances at a rate equal to the 30-day Treasury Bill rate on the first day of the
month as quoted in The Wall Street Journal(0.96% at September 30, 2003).

6. Contingencies

Net Revenue

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. Final determination of amounts earned under the
Medicare and Medicaid programs often occurs subsequent to the year in which
services are rendered because of audits by the programs, rights of appeal and
the application of numerous technical provisions. As a result, there is at
least a reasonable possibility that recorded estimates will change by a
material amount in the near term. In the opinion of management, adequate
provision has been made for adjustments that may result from such routine
audits and appeals.

Professional, General And Workers Compensation Liability Risks

IASIS, on behalf of the Partnership, maintains general and professional
liability insurance as well as workers compensation insurance in excess of
self-insured retentions through a commercial insurance carrier in amounts that
IASIS believes to be sufficient for the Partnership, although, potentially,
some claims may exceed the scope of coverage in effect. The cost of general and
professional liability and workers compensation coverage including the full
self-insured retention exposure is allocated by IASIS to the Partnership based
upon adjusted patient days. IASIS maintains reserves for general and
professional liability and workers compensation. Accordingly, no reserve for
liability risks is recorded on the accompanying Balance Sheets. The costs
allocated for the years ended September 30, 2003, 2002 and 2001 were
approximately $947,000, $751,000 and $293,000, respectively, for general and
professional liability. Workers compensation expense allocated for the years
ended September 30, 2003, 2002 and 2001 was $392,000, $268,000 and $240,000,
respectively. The Partnership is currently not a party to any such

15



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##### Table of Contents



ODESSA REGIONAL HOSPITAL, L.P.
NOTES TO FINANCIAL STATEMENTS

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 participates in a self-insured program for health insurance
administered by IASIS. IASIS allocates costs of the program based upon the
number of program participants employed by the Partnership. The cost allocated
to the Partnership represents claims paid and an estimate of claims incurred
but not paid (net of employee premiums) and totaled approximately $2,167,000,
$2,135,000 and $1,767,300 for the years ended September 30, 2003, 2002 and
2001, respectively.

Other

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
$652.9 million at September 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 pro rata 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.

7. Leases

The Partnership leases various buildings and equipment under capital and
operating lease agreements. The leases expire at various times and have
various renewal options.

Operating lease rental expense relating primarily to the rental of buildings
and equipment for the years ended September 30, 2003, 2002 and 2001 was
approximately $1,452,000, $809,000 and $410,000, respectively.

Future minimum rental commitments
under capital leases and noncancelable operating
leases with an initial term in excess of one year at
September 30, 2003, consist of the following (in thousands):

16



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##### Table of Contents



ODESSA REGIONAL HOSPITAL, L.P.
NOTES TO FINANCIAL STATEMENTS

Capital Leases
    
    Operating LeasesFiscal year 2004
    
    $
    227
    
    
    $
    2362005
    
    
    227
    
    
    
    1572006
    
    
    227
    
    
    
    562007
    
    
    225
    
    
    
    302008
    
    
    53
    
    
    
    Total minimum lease commitments
    
    
    959
    
    
    $
    479Less amounts representing
interest (at rates ranging from
6.3% to 10.0%)
    
    
    112Present value of net minimum
lease payments including $182
classified as current
    
    $
    847


8. Retirement Plan

The Partnership participates in IASISs defined contribution 401(k) plan (the
Retirement Plan) which covers, upon qualification, substantially all
employees. Employees who elect to participate generally make contributions from
1% to 20% of their eligible compensation, and the Partnership matches, at its
discretion, such contributions up to a maximum percentage. Generally, employees
immediately vest 100% in their own contributions and vest in the employer
portion of contributions in a period not to exceed five years. Partnership
contributions to the Retirement Plan were approximately $164,000, $169,000 and
$184,000 for the years ended September 30, 2003, 2002 and 2001, respectively.

9. Allowance for Doubtful Accounts

A summary of activity in the Partnerships allowance for doubtful accounts
follows (in thousands):

AccountsProvision
    
    WrittenBeginning
    
    for Bad
    
    Off, Net of
    
    EndingBalance
    
    Debts
    
    Recoveries
    
    BalanceAllowance for doubtful accounts:Year ended September 30,
2001
    
    $
    813
    
    
    $
    3,856
    
    
    $
    (2,952
    )
    
    $
    1,717Year ended September 30,
2002
    
    
    1,717
    
    
    
    4,134
    
    
    
    (4,105
    )
    
    
    1,746Year ended September 30,
2003
    
    
    1,746
    
    
    
    6,049
    
    
    
    (5,449
    )
    
    
    2,346


17



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##### Table of Contents






Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.




Item 9A. 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 September 30, 2003. Based on this evaluation, the persons performing the
functions of principal executive officer and principal financial officer,
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
reports.




PART III




Item 10. Directors and Executive Officers of the Registrant.

Omitted pursuant to General Instruction I to Form 10-K.




Item 11. Executive Compensation.

Omitted pursuant to General Instruction I to Form 10-K.




Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Omitted pursuant to General Instruction I to Form 10-K.




Item 13. Certain Relationships and Related Transactions.

Omitted pursuant to General Instruction I to Form 10-K.




Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)
    
    
    1.
    
    
    Financial Statements: See Item 82.
    
    
    Financial Statement Schedules: Not Applicable3.
    
    
    Management Contracts and Compensatory Plans and Arrangements: Not Applicable4.
    
    
    Exhibits:


Exhibit No.
    
    Description3.1
    
    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 (1)3.2
    
    Amended and Restated Limited Partnership Agreement of Odessa
Regional Hospital, LP (2)4.1
    
    Indenture, dated as of June 6, 2003, among IASIS Healthcare
Corporation, the Subsidiary Guarantors and The Bank of New York,
as Trustee (2)4.2
    
    Form of Subsidiary Guarantee dated as of June 6, 2003, executed by
each of the Subsidiary Guarantors (2)


18



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##### Table of Contents



Exhibit No.
    
    Description4.3
    
    Indenture, dated as of October 15, 1999, among IASIS Healthcare
Corporation, the Delaware and Limited Partnership Subsidiary
Guarantors and The Bank of New York, as Trustee (3)4.4
    
    Senior Subordinated Guarantee, dated October 15, 1999 by the
Delaware and Limited Partnership Subsidiary Guarantors in favor of
(i) the holders of IASIS Healthcare Corporations 13% Senior
Subordinated Exchange Notes due 2009 and (ii) The Bank of New
York, as Trustee under the Indenture governing the
above-referenced notes (3)10.1
    
    Amended and Restated Credit Agreement dated as of February 7,
2003, among IASIS Healthcare Corporation, as Borrower, Certain
Subsidiaries of the Borrower, as Guarantors, Various Lenders,
CitiCorp North America, Inc. and UBS AG, Stamford Branch, as
Co-Syndication Agents, General Electric Capital Corporation and
Residential Funding Corporation dba GMAC-RFC Health Capital, as
Co-Documentation Agents, Bank of America, N.A., as Administrative
Agent and Banc of America Securities, LLC and Salomon Smith Barney
Inc., as Joint Lead Arrangers and Joint Book Managers (4)10.2
    
    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 (2)31.1
    
    Certification of Person Performing Functions of Principal
Executive Officer pursuant to Rule 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Person Performing Functions of Principal
Financial Officer pursuant to Rule 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002




---

|(1) |  | Incorporated by reference to the Partnerships Registration
Statement on Form S-4 (Registration No. 333-94521-24).          
|--- |  | ----------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Incorporated by reference to the Partnerships Registration
Statement on Form S-4 (Registration No. 333-106612-02).         
|   
|(3) |  | Incorporated by reference to IASIS Healthcare Corporations
Registration Statement on Form S-4 (Registration No. 333-94521).
|   
|(4) |  | Incorporated by reference to IASIS Healthcare Corporations
Current Report on Form 8-K filed on February 11, 2003.          

(b) Reports on Form 8-K:

None.

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##### Table of Contents



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, LPBy:
    
    IASIS Healthcare Holdings, Inc.
General PartnerDate:
December 24, 2003
    
    By:
    
    /s/ Timothy AdamsTimothy Adams
Vice President and Chief Executive Officer 
Odessa Regional Hospital, LP


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.

Signature
    
    Title
    
    Date/s/ Timothy Adams

Timothy Adams
    
    Vice President and Chief Executive
Officer  Odessa Regional Hospital, LP
of IASIS Healthcare Holdings, Inc.
(Principal Executive Officer)
    
    December 24, 2003/s/ Stacey Gerig

Stacey Gerig
    
    Vice President and Chief Financial
Officer  Odessa Regional Hospital, LP
of IASIS Healthcare Holdings, Inc.
(Principal Financial and Accounting Officer)
    
    December 24, 2003/s/ Ramsey A. Frank

Ramsey A. Frank
    
    Director of IASIS Healthcare
Holdings, Inc.
    
    December 24, 2003/s/ Paul S. Levy

Paul S. Levy
    
    Director of IASIS Healthcare
Holdings, Inc.
    
    December 24, 2003/s/ Jeffrey L. Lightcap

Jeffrey L. Lightcap
    
    Director of IASIS Healthcare Holdings, Inc.
    
    December 24, 2003


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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT

No annual report or proxy material has been sent to security holders.

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EXHIBIT INDEX

Exhibit No.
    
    Description3.1
    
    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 (1)3.2
    
    Amended and Restated Limited Partnership Agreement of Odessa Regional Hospital, LP (2)4.1
    
    Indenture, dated as of June 6, 2003, among IASIS Healthcare Corporation, the
Subsidiary Guarantors and The Bank of New York, as Trustee (2)4.2
    
    Form of Subsidiary Guarantee dated as of June 6, 2003, executed by each of the
Subsidiary Guarantors (2)4.3
    
    Indenture, dated as of October 15, 1999, among IASIS Healthcare Corporation, the
Delaware and Limited Partnership Subsidiary Guarantors and The Bank of New York, as
Trustee (3)4.4
    
    Senior Subordinated Guarantee, dated October 15, 1999 by the Delaware and Limited
Partnership Subsidiary Guarantors in favor of (i) the holders of IASIS Healthcare
Corporations 13% Senior Subordinated Exchange Notes due 2009 and (ii) The Bank of
New York, as Trustee under the Indenture governing the above-referenced notes (3)10.1
    
    Amended and Restated Credit Agreement dated as of February 7, 2003, among IASIS
Healthcare Corporation, as Borrower, Certain Subsidiaries of the Borrower, as
Guarantors, Various Lenders, CitiCorp North America, Inc. and UBS AG, Stamford
Branch, as Co-Syndication Agents, General Electric Capital Corporation and
Residential Funding Corporation dba GMAC-RFC Health Capital, as Co-Documentation
Agents, Bank of America, N.A., as Administrative Agent and Banc of America
Securities, LLC and Salomon Smith Barney Inc., as Joint Lead Arrangers and Joint Book
Managers (4)10.2
    
    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 (2)31.1
    
    Certification of Person Performing Functions of Principal Executive Officer pursuant
to Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
200231.2
    
    Certification of Person Performing Functions of Principal Financial Officer pursuant
to Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
200232.1
    
    Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002




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|(1) |  | Incorporated by reference to the Partnerships Registration Statement on Form S-4
(Registration No. 333-94521-24).          
|--- |  | ----------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Incorporated by reference to the Partnerships Registration Statement on Form S-4
(Registration No. 333-106612-02).         
|   
|(3) |  | Incorporated by reference to IASIS Healthcare Corporations Registration Statement on
Form S-4 (Registration No. 333-94521).
|   
|(4) |  | Incorporated by reference to IASIS Healthcare Corporations Current Report on Form 8-K
filed on February 11, 2003.          

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