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                                                                  EXHIBIT 10.1.J

                    SEPARATION AGREEMENT AND GENERAL RELEASE


         This Separation Agreement and General Release ("Agreement") is entered
into by and between EUGENE C. FLEMING ("Executive") on the one hand, and QUORUM
HEALTH GROUP, INC., ("Company") on the other.

         WHEREAS, Executive has been most recently employed by the Company as
Executive Vice President/Chief Operating Officer; and

         WHEREAS, Executive and Company desire to restructure and ultimately
sever their relationship in accordance with the terms and conditions set forth
below; and

         WHEREAS, Executive and Company desire to avoid the risks and expenses
associated with litigation and to settle, once and forever, all liquidated and
unliquidated claims that Executive has or may have or may claim to have against
Company and the others released herein.

         NOW, THEREFORE, for and in consideration of the mutual promises and
undertakings set forth below, Executive and Company agree as follows:

     I. Executive and Company agree that Executive's employment with
     Company will terminate on June 30, 1999, (Termination Date).
     Executive's duties, through June 30, 1999 will be determined by the
     Company's President and Chief Executive Officer. Executive will use
     his accrued but unused vacation before June 30, 1999. Executive waives his
     right to payment for any accrued vacation not used prior to June 30, 1999.


     II. Company and Executive further agree as follows:

         A. Executive will continue to receive his current monthly salary
         through June 30, 1999. As soon as administratively practical, after
         June 30, 1999, Company will pay Executive a lump sum payment of Two
         Hundred Seventy Five Thousand ($275,000) Dollars, less deductions for
         taxes and any other deductions required by law or regulation. Company
         further agrees to pay Executive an additional Two Hundred Seventy Five
         Thousand ($275,000) Dollars over twelve (12) equal monthly
         installments, commencing on or about July 30, 1999, of Twenty Two
         Thousand Nine Hundred Sixteen and 67/100 ($22,916.67) Dollars, less
         deductions for taxes and any other deductions required by law or
         regulation. In the event Executive dies prior to expiration of the full
         term of this Agreement, any remaining compensation under this Agreement
         shall continue to be paid to Executive's estate.

         B. Following Executive's termination date, he will no longer be
         eligible for health insurance coverage under the Company's group
         health plans, except to the extent he is eligible for continuation
         coverage under COBRA. Provided Executive exercises his COBRA
         continuation rights with respect to Company's group health and
         dental insurance plan(s) in which Executive participates as of June 30,
         1999, the Company will pay Executive

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         additional monthly compensation in an amount equal to the COBRA
         continuation premium(s) for up to eighteen (18) months after June 30,
         1999.It is understood and agreed that the additional compensation
         provided under this paragraph will cease if and when Executive becomes
         eligible for any other group health or dental insurance plan(s) or in
         any way becomes ineligible for COBRA continuation benefits. It is the
         Executive's sole responsibility to pay any COBRA continuation
         premiums.

         C. Executive agrees to make himself available to assist the Company in
         connection with its defense or prosecution of legal matters including,
         but not limited to, making himself available for consultation with the
         Company's attorneys, attending and/or testifying in depositions,
         arbitrations, or other legal proceedings and making available to
         Company any and all documents in his possession which might be relevant
         to any legal proceeding involving Company.

         Executive further agrees to make himself available for a period of two
         (2) years following his termination date, to accept periodic consulting
         assignments or projects on behalf of Company. The nature and extent of
         consulting assignments will vary as circumstances and Company's
         needs shall dictate, and as Company and Executive shall mutually agree.

         D. Executive will be reimbursed for reasonable out-of-pocket expenses
         necessarily incurred by him in performing services under this
         Agreement, in accordance with the company's normal policies with
         respect to such reimbursements.

         E. Executive's NON-COMPETE AGREEMENT dated May 6, 1996, shall remain in
         full force and effect, provided however that, if Executive desires to
         accept employment that is prohibited by his Non-Compete Agreement, he
         may seek written approval to do so, and such approval shall not be
         unreasonably withheld, from the Company's President & CEO. If such
         approval is not granted by the Company's President & CEO, Executive may
         appeal this decision to the Compensation Committee of the Company's
         Board of Directors. Said appeal must be made within thirty (30) days of
         the denial of any such request, and the decision of the Board's
         Compensation Committee will be made within thirty (30) days of the
         receipt of any such appeal if possible. The decision of the Board's
         Compensation Committee will be final and binding.

         F. Executive's employment with Company, and its affiliated operations
         will terminate and benefits, if any, will cease on June 30, 1999. Upon
         termination of employment, Executive will not be eligible for any
         severance payment under any severance pay plan(s), policy(s), or
         practice(s) which may now or may then exist, and Executive hereby
         expressly, knowingly, and voluntarily opts out of and waives any claims
         under any such plan(s), policy(s), or practice(s). Furthermore,
         Executive will not be eligible for any bonus payment under any
         incentive compensation program.

         G. Executive hereby voluntarily, irrevocably, and unconditionally
         acquits, releases and forever discharges Company and its owners,
         members,


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         partners, stockholders, predecessors, successors, assigns, agents,
         insurers, directors, officers, employees, former employees,
         representatives, subsidiaries, affiliates, and all persons acting
         through, by, under, or in concert with any of the above, from any and
         all complaints, causes of action, claims, demands, liabilities, or
         rights, whether known or unknown and whether in law or in equity, that
         Executive had, now has, or may claim to have in the future including
         but not limited to any claims, causes of action or liabilities that
         arise in whole or in part from Executive's employment by Company, its
         subsidiaries, or affiliated operations (to the extent Executive has
         ever been employed by any of them), and/or his termination from
         employment with the Company. This General Release specifically
         includes, but is not limited to, any and all claims Executive has or
         may have arising under the Age Discrimination in Employment Act, 29
         U.S.C. Section 621, et seq., and any other state, federal or municipal
         regulation or recognized cause of action relating to age
         discrimination. Executive acknowledges and asserts that he has entered
         into this Agreement and specifically this General Release knowingly and
         voluntarily, and that he is hereby advised in writing by Company to
         consult with an attorney prior to executing this Agreement and, in
         particular, this General Release. Executive further acknowledges and
         asserts that he has been advised that he may take up to 22 days from
         his receipt of this Agreement within which to consider this Agreement
         and particularly the General Release contained herein, that he
         understands that he may revoke this Agreement at any time within seven
         days following the date of its execution, and that this Agreement shall
         not become effective or enforceable until the revocation period has
         expired.

         H. Executive will be covered by Company's Directors and Officers
         liability insurance coverage, on the same basis that coverage is
         provided to former Executives of Company, for actions taken in good
         faith and within the scope of his duties as Executive Vice
         President/Chief Operating Officer of Company.

         The Company will provide legal representation and support to, and will
         indemnify Executive after termination to the same extent and under the
         same circumstances as it provides legal representation, support and
         indemnification to current Executives.

     III. Executive agrees that he will not, through himself, his spouse, his
     immediate family members or others with whom he is associated, divulge the
     terms of this Agreement except as may be required by law. Company agrees
     that it will not, through its agents divulge this information except as may
     be required by law or in the normal course of business operations.

     IV. Company and Executive warrant that neither party will make, publish or
     otherwise disseminate any adverse, derogatory, defamatory, or confidential
     statements or information about the other party.

     V. This Agreement shall be binding upon Executive and upon his estate,
     family, heirs, administrators, executors, guardians, conservators,
     representatives, successors and assigns, and upon Company, its officials,


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     directors, officers, agents, servants and employees, past and present,
     successors and assigns.

     VI. Executive represents and acknowledges that in executing this Agreement
     he has not relied on any statement, promise, or representation other than
     as specifically identified in this Agreement. Executive further represents
     and acknowledges that no consideration has been or is being offered,
     promised, or expected other than as specifically identified in this
     Agreement. Except as set out in Paragraph II. E of this Agreement, this
     Agreement fully, unconditionally and immediately supersedes any and all
     prior agreements or understandings between the parties. Without limiting
     the generality of the foregoing, this Agreement specifically supersedes the
     EMPLOYMENT AGREEMENT between the Company and Executive entered into on May
     6, 1996, and the SEVERANCE AGREEMENT dated May 6,1996, as well as any
     amendments to either of these agreements and it is agreed that those
     Agreements are herewith terminated, and of no further effect. This
     Agreement may only be amended by written agreement signed by the party or
     parties to be bound by the amendment, and parol evidence will be
     inadmissible to show agreement by and among the parties to any term or
     condition contrary or additional to the terms and conditions contained in
     this Agreement.

     VII. This Agreement is entered into and shall be construed in accordance
     with the laws of the State of Tennessee.

EXECUTED as of the day and year set forth below.

                                  QUORUM HEALTH GROUP, INC.


Dated:  _____________             By: _________________________________
                                             JAMES E. DALTON
                                  Its: President & Chief Executive Officer


                                           EUGENE C. FLEMING

Dated:  _____________             _____________________________________
                                              EXECUTIVE


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