STOCK OPTION AGREEMENT

under the

Health Management Associates, Inc.

1996 Executive Incentive Compensation Plan


          This Stock Option Agreement is made as of [                    ], by and between Health Management Associates, Inc., a
Delaware corporation (the “Company”), and [                    ], (the
“Optionee”).


          Background. This
Agreement is made pursuant to, and is governed by, the Health Management
Associates, Inc. 1996 Executive Incentive Compensation Plan (the ‘“Plan”).  The
purpose of this Agreement is to evidence an option granted under and in
accordance with the Plan.  All of the
terms and conditions of the Plan are incorporated herein by reference as if set
forth herein in full.  As used in this
Agreement, the term “Shares” means the shares of the Company’s Class A Common
Stock, par value $.01 per share (the “Class A Common Stock”), or other
securities resulting from an adjustment under Section 9, that underlie the
option hereby granted.

          Accordingly,
the parties agree as follows:

          1.          Grant of Option.  The Company hereby grants to the
Optionee an option to purchase an aggregate of [          ] Shares upon the terms and conditions hereof (the
“Option”).

          2.          Term.  Subject to earlier termination as provided
herein,  the Option will lapse and
terminate on and is not exercisable after [                    ]. 
Notwithstanding the foregoing:

                       (a)          Certain Terminations of Employment:  the Option will lapse and terminate on the
day on which the Optionee ceases to be employed by the Company or a parent or
subsidiary of the Company (an “Affiliate”) for any reason other than his death,
his total and permanent disability, or his retirement on or after age 62;

                       (b)          Death or Disability: 
if the Optionee’s employment with the Company or an Affiliate
terminates on account of his death or his total and permanent disability, the
Option will lapse and terminate on the earlier of (i) the date 36 months after
the date of such termination of employment, or (ii) [                    ]; and

                       (c)          Retirement:  if
the Optionee’s employment with the Company or an Affiliate terminates on  account of his retirement on or after age 62,
the Option will lapse and terminate on [                    ], even if that date is subsequent to the date
of such termination of employment.

          Upon any
termination of the Option, the Optionee’s rights under this Agreement,
including the right to exercise the Option under Section 4, will thereupon
terminate.

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          3.          Exercise Price.  The price of each Share purchased upon
exercise of the Option will be $[         
] (that being the last reported sale price per share of the Class A
Common Stock on the date hereof, as reported by the New York Stock Exchange).

          4.          Schedule
and Method of Exercise.

                       (a)          Subject
to the provisions of Section 2, and to the further provisions of this Section
4, the option vests and is exercisable according to the following schedule:

	
   
	
  (i)
	
  First Installment:  exercisable for
  [          ] Shares
  beginning on
  [                    ],
  and ending on
  [                    ];

	
   
	
   
	
   

	
   
	
  (ii)
	
  Second Installment:  exercisable
  for an additional
  [          ] Shares
  beginning on
  [                    ],
  and ending on [                    ];

	
   
	
   
	
   

	
   
	
  (iii)
	
  Third Installment:  exercisable
  for an additional
  [          ] Shares
  beginning on
  [                    ],
  and ending on
  [                    ]
  and

	
   
	
   
	
   

	
   
	
  (iv)
	
  Fourth Installment: exercisable for an
  additional [          ]
  Shares beginning on
  [                    ],
  and ending on [                    ].




                       (b)          An
Option may be exercised by written notice given by the Optionee to the Company
specifying  the number of Shares that
the Optionee elects to purchase, accompanied by full payment for such
Shares.  Upon each exercise, the
exercise price will be payable by one or any combination of the following
methods, as determined by the Option holder and specified in his notice of
exercise: (i) in cash, or (ii) by delivery of shares of Class A Common Stock
already owned by the Option holder, which will be accepted in exchange at the
fair market value of the Class A Common Stock on the date of exercise.  Upon determining that the Optionee has
complied with all of the provisions of this Agreement, including such
reasonable requirements as the Company may impose pursuant to Section 11, the
Company will issue certificates for the Shares purchased upon such exercise.

          5.          Partial Exercise.  The Option to the extent
exercisable under Section 4, may be exercised from time to time in whole or
part, provided that the Option may not be exercised for fractional Shares.


          6.          No ISO Treatment.  The Option is not an “incentive stock
option” as described in Section 422A of the Internal Revenue Code of 1986, as
amended.


          7.          No Rights of Stockholder.  No person,
estate or other entity will have the rights of a stockholder of the Company
with respect to any Shares until a certificate for such Shares has been
delivered to the Option holder.


          8.          Rights of the Company.  This
Agreement does not affect the Company’s right to take any corporate action
whatsoever, including its right to recapitalize, reorganize or make other
changes in its capital structure or business, merge or consolidate, issue
bonds, notes or stock, including preferred stock, or options therefor, dissolve
or liquidate, or sell or transfer any part of its assets or business.


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          9.          Adjustments.  Upon the occurrence of any of the events
contemplated by Section 10(c) of the Plan appropriate adjustment will be made
to: (a) the number and kind of Shares or other securities that may be issued
upon exercise of the Option, (b) the per Share exercise price to be paid upon
exercise of the Option and (c) such other terms as the Committee under the Plan
deems appropriate pursuant to Section 10(c) of the Plan.  Under no circumstance will the Optionee be
entitled to an adjustment hereunder to reflect dilution resulting from the
issuance of additional stock by the Company, except as expressly provided in
the preceding sentence, regardless of whether such stock is issued for less
than the exercise price of the Option.

          10.        Acceleration Upon Change of Control.  In the event of a “Change in Control” (as
such term is defined in the Plan), the Option will become fully exercisable and
vested as of the date of the Change in Control and as provided by the Plan and
will remain exercisable and vested for the balance of the term thereof, as
provided by Section 2.


          11.        Taxes;
Securities Laws Matters.


                       (a)          Each
exercise of the Option will be conditioned upon the Option holder making
arrangements satisfactory to the Company for the payment to the Company of the
amount of all taxes required by any governmental authority to be withheld and
paid over by the Company to the governmental authority on account of the
exercise.  The payment of such
withholding taxes to the Company may be made by one or any combination of the
following methods, as determined by the Option holder and specified in his
notice of exercise: (i) in cash, (ii) by the Company withholding such taxes
from any other compensation owed to the Option holder by the Company or an
Affiliate, or (iii) by delivery of shares of Class A Common Stock already owned
by the Option holder, which will be accepted in exchange at the fair market
value of the Class A Common Stock on the date of exercise.


                       (b)          As
a precondition to the Company’s execution of this Agreement and the grant of
the Option hereunder, the Optionee represents to the Company that the Option is
being, and (unless a Registration Statement with respect thereto is then
effective under the Securities Act of 1933, as amended (the “Act”) any Shares
acquired by the Optionee upon exercise of the Option will be, acquired by the
Optionee solely for investment and not with a view to, or for sale in
connection with any distribution thereof, nor with any present intention of
selling, transferring or disposing of the same.  The Optionee acknowledges and agrees that the Option may not be
offered for sale, sold, pledged, hypothecated or otherwise transferred or
disposed of in any manner inconsistent with this Agreement or the Plan, and
that any Shares acquired upon exercise of the Option may not be offered for sale,
sold or otherwise transferred or disposed of unless (i) a Registration
Statement with respect thereto is then effective under the Act, and the
Optionee has provided proof satisfactory to counsel for the Company that he has
complied with all applicable state securities laws, or (ii) the Company has
received an opinion of counsel in form and substance satisfactory to counsel
for the Company that the proposed offer for sale, sale or transfer of the
Shares is exempt from the registration requirements of the Act and may
otherwise be effected in compliance with any other applicable laws.  The Optionee agrees that unless a
Registration Statement with respect thereto is then effective under the Act, a
legend to this effect may be placed on each certificate, and a stop transfer
order may be placed against his account, relating to the Shares.  In addition, each such certificate will bear
such additional legends and statements, if any, as the Company deems advisable
to assure compliance with the provisions of the Plan as well as all applicable
Federal and state laws and regulations. 
The Optionee acknowledges that the Company is relying upon his
representations contained in this Section 11(b) in connection with the issuance
to him of the Option and, upon due exercise, the Shares.  In consideration of such issuance, the
Optionee hereby indemnities and holds harmless the Company, and the officers,
directors, employees and agents thereof, from and against any and all
liability, losses, damages, expenses and attorneys’ fees which they may
hereafter incur, suffer or be required to pay by reason of the falsity of, or
his failure to comply with any representation or agreement contained in this
Section 11(b).

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          12.        Non-Transferability.  The Option is not transferable other than by
will or the laws of descent and distribution. 
Except for exercise after the Optionee’s death as permitted by Section
2(b), the Option is exercisable only during the Optionee’s lifetime, and only
by him.

          13.        Tenure. 
The Optionee’s right, if any, to
continue to serve the Company or any Affiliate as an officer, employee or
otherwise will not be enlarged or otherwise affected by this Agreement.  This Agreement does not restrict the right
of the Company or any Affiliate to terminate the Optionee’s employment at any
time.

          14.        Choice of Law.  This Agreement will be governed
by and construed in accordance with the laws of the State of Delaware (without
regard to the choice of law provisions of such laws).

          15.        Notices.  All notices and other communications
required or permitted to be given under this Agreement will be written, and
will be either delivered personally or sent by registered or certified
first-class mail postage prepaid and return receipt requested, or by telex or
telecopier, addressed as follows: if to the Company, to the Company’s principal
office at 5811 Pelican Bay Boulevard, Suite
500, Naples, Florida 34108, Attention: Corporate Secretary; and if
to Optionee or his successor, to the address last furnished by such person to
the Company.  Each such notice and other
communication delivered personally will be deemed to have been given when
delivered.  Each such notice and other
communication given by mail will be deemed to have been given when it is
deposited in the United States mail in the manner specified herein, and each
such notice and other communication given by telex or telecopier will be deemed
to have been given when it is so transmitted and the appropriate answer back is
received.  A party may change its
address for the purpose hereof by giving notice in accordance with the
provisions of this Section 15.

          16.        In General. 
This Agreement is subject to and
controlled by the Plan.  Any necessary
inconsistency between this Agreement and the Plan will be resolved in favor of
the Plan.  This Agreement is the final
complete and exclusive expression of the understanding between the parties and
supersedes any prior or contemporaneous agreement or representation, oral or
written between them.  Except as may be
otherwise expressly provided by the Plan, modification of this Agreement or
waiver of a condition hereof must be written and signed by the party to be
bound.  In the event that any provision
of this Agreement is held to be illegal or unenforceable, such provision will
be severed from the Agreement and the entire Agreement will not fail on account
thereof, but will otherwise remain in full force and effect.  As used herein, the masculine pronoun
includes the feminine and the neuter, as appropriate to the context.  Unless the context otherwise requires,
references herein to a “Section” means a Section of this Agreement.  Section headings contained herein are for
convenience only and do not alter any of the parties’ respective rights or
obligations hereunder.


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          IN
WITNESS WHEREOF, the Company and the Optionee have
executed this Agreement as of the date first above written.

	
   
	
  HEALTH MANAGEMENT ASSOCIATES, INC.

	
   
	
   

	
   
	
   

	
   
	
  By:

	
   
	
   
	
  



  
	
   
	
   

	
   
	
   

	
   
	
   

	
   
	
  



  
	
   
	
   
	
  Optionee




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