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                                                                    EXHIBIT 10.1


                             FIRST AMENDMENT TO THE
                  COLUMBIA/HCA HEALTHCARE CORPORATION OUTSIDE
                DIRECTORS STOCK AND INCENTIVE COMPENSATION PLAN


         Columbia/HCA Healthcare Corporation, a Delaware corporation (the
("Company"), hereby amends the Columbia/HCA Healthcare Corporation Outside
Directors Stock and Incentive Compensation Plan, as amended and restated on
September 23, 1999, as provided below.

         1.  Section 5.8 of the Plan shall be amended and restated in its
entirety as follows:

             5.8  Other Termination of Service.

                  If an optionee's service as an Outside Director shall be
                  terminated for any reason other than death or Disability, the
                  optionee shall have the right, during the period ending ninety
                  days after such termination (subject to the provisions of
                  Section 5.3 hereof concerning the maximum term of an Option),
                  to exercise the Option to the extent that it was exercisable
                  on the date of such termination of service and shall not have
                  been previously exercised; provided, however, notwithstanding
                  the foregoing, the Board may (subject to the provisions of
                  Section 5.3 hereof concerning the maximum term of an Option),
                  at or after grant, determine that the optionee shall have the
                  right to exercise the Option, whether or not then exercisable,
                  on such terms and conditions and at such times as the Board
                  shall determine.

         2.  Section 6.2(d) of the Plan shall be amended and restated in its
entirety as follows:

             (d)  TERMINATION OF SERVICE DURING RESTRICTED PERIOD. Except as
                  provided herein, or unless determined otherwise by the Board
                  at or after grant, if during the Restricted Period for any
                  Restricted Shares held by a Participant the Participant's
                  service as an Outside Director is terminated for any reason
                  other than death or Disability, the Participant shall forfeit
                  all rights with respect to such Restricted Shares, which shall
                  automatically be considered to be cancelled.

         3.  Section 7.2(b) of the Plan shall be amended and restated in its
entirety as follows:

             (b)  TERMINATION OF SERVICE PRIOR TO FULL VESTING. Unless
                  determined otherwise by the Board at or after grant, if a
                  Participant's service as an Outside Director is terminated for
                  any reason other than death or Disability before a Restricted
                  Share Unit award held by him has become fully vested, the
                  Participant shall forfeit all rights with respect to any Units
                  that are not yet vested on the date of termination.




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         4.  Section 7.2(e) of the Plan shall be amended and restated in its
entirety as follows:

             (e)  PAYMENT OF AWARDS. A Participant shall be entitled to
                  payment, at the time of his termination of service as an
                  Outside Director or at such other time or times as the Board
                  shall determine at or after grant, in respect of all vested
                  Restricted Share Units then credited to him. Subject to the
                  provisions of Sections 9 and 10, such payment shall be made
                  through the issuance to the Participant of a stock certificate
                  for a number of Shares equal to the number of vested
                  Restricted Share Units credited to him at the time of such
                  termination.

                  Notwithstanding the foregoing, a Participant may elect an
                  alternative payment date for the distribution of Shares in
                  respect of his vested Restricted Share Units. Any such
                  election must be made by written notice to the Company by May
                  31, 1998 or, in the case of an election made pursuant to
                  Section 7.1 after 1998, within fourteen days following date of
                  the Board resolution permitting such election (in such form as
                  the Company shall prescribe) and may specify as the
                  alternative payment date either (i) June 1, 2003 or (ii) June
                  1, 2008. Any such election shall be irrevocable.

         5.  The Plan may be restated to reflect this amendment.

         6.  Except as set forth in this amendment, the terms of the Plan
remain unchanged.

         7.  This amendment shall be effective as of the 25th day of May, 2000.