DIRECTOR
STOCK OPTION AGREEMENT


          This
Stock Option Agreement (the
“Agreement”) has been made as of [                    ], between HEALTH
MANAGEMENT ASSOCIATES, INC., a Delaware corporation (the “Company”),
and[                    ](“Optionee”).


          Background.  The Optionee is a non-employee director of
the Company, and this Agreement is made pursuant to the Health Management
Associates, Inc. Stock Option Plan for Outside Directors (the “Plan”).  The purpose of this Agreement is to establish
a written agreement evidencing options granted under the Plan.  In this Agreement “shares” shall mean 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 7 of this Agreement.

          Accordingly,
the parties agree as follows:

          Grant
of Options.  The Company hereby
grants to the Optionee [          ]
options (the “Options”) to purchase an aggregate of [                    ](          )  shares under the terms
and conditions hereof.

          1.     Term.  The Options become exercisable and terminate
in accordance with the schedule set forth in Section 4 hereof; provided,
however, that all of the Options shall lapse and terminate on the 90th day
following the date on which the Optionee ceases to be a director of the Company
for any reason other than his death.  In
the case of the Optionee’s death while he is serving as a director of the
Company, the Options shall lapse and terminate six months after the date of the
Optionee’s death.  Notwithstanding any
other provision hereof to the contrary, however, the Options shall expire and
terminate on [                   
].  Upon any termination of the
Options, the Optionee’s rights under this Agreement, including the right to
exercise the Options under Section 4 hereof, shall thereupon terminate.

          2.     Price.  The price of each share purchased upon
exercise of an Option is $[          ],
that being the fair market value per share of the Class A Common Stock on
[                    ], the grant date
of the Options.

          3.     Partial
Exercise.  The Options, to the
extent exercisable under Section 5 hereof, may be exercised in whole or
part provided that any one of the Options may not be exercised for less than
one share in any single transaction.

          4.     Schedule
and Method of Exercise.

	
   
	
  (a)
	
  Each Option
  is exercisable according to the following schedule:







	
   
	
   
	
  (i)
	
  First
  Option: 
  exercisable for [          ]
  shares beginning on [                   
  ] and terminating on [                   
  ];




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  (ii)
	
  Second
  Option: 
  exercisable for an additional [          ] shares beginning on [                    ] and terminating on [                    ];

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  Third Option:  exercisable for an additional [          ] shares beginning on [                    ] and terminating on [                    ].

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iv)
	
  Fourth
  Option: 
  exercisable for an additional [          ] shares beginning on [                    ] and terminating on [                    ].




          5.     An
Option shall 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, in cash, for such shares.  Alternatively, the Optionee may pay for such
shares, in whole or in part, by delivery of shares of Class A Common Stock
already owned by the Optionee, 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 compliance with this
Agreement has occurred, including compliance with such reasonable requirements
as  the Company may impose pursuant to
Section 8 hereof, the Company shall issue certificates for the shares
purchased.

          6.     No
Rights of Stockholder.   No person,
estate or other entity shall have the rights of a stockholder of the Company
with respect to shares subject to the Options until a certificate or
certificates for such shares has been delivered to the person exercising the
Option.


          7.     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.

          8.     Adjustment
Provisions.  In the event that
(a) in connection with a merger or consolidation of the Company or a sale
by the Company of all or a part of its assets, the outstanding shares of
Class A Common Stock are exchanged for a different number or class of
shares of stock or other securities of the Company, or for shares of the stock
or other securities of any other entity; or (b) new, different or
additional shares or other securities of the Company or of another entity are
received by the holders of Class A Common Stock; or (c) any dividend in
the form of stock is paid to the holders of Class A Common Stock, or any stock
split or reverse split pertaining to Class A Common Stock is effected; then
appropriate adjustment shall be made to (I) the number and kind of shares
or other securities that may be issued upon exercise of an Option; and
(ii) the purchase price per share to be paid upon exercise of an
Option.  Under no circumstance shall the
Optionee be entitled to an adjustment under the Options 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.

          9.     Taxes;
Compliance with Laws.  The Company,
if necessary or desirable, may pay or withhold the amount of any tax
attributable to any shares deliverable under this Agreement, and the Company
may defer making delivery until it is indemnified to its satisfaction for that
tax.

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                  (a)     The
Optionee represents and warrants to the Company that the Options are being
acquired by him 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.  In addition, unless a Registration Statement with respect thereto
shall be effective under the Securities Act of 1933, as amended (the “1933
Act”), each issuance of shares of Class A Common Stock upon exercise of an
Option shall be conditioned upon the Company’s prior receipt of a duly executed
letter of investment intent, in form and content satisfactory to counsel for
the Company, of the Option holder that such shares are being acquired by such
holder 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. 
Any shares of Class A Common Stock acquired by the holder upon
exercise of the Option may not thereafter be offered for sale, sold or
otherwise transferred unless (i) a Registration Statement with respect
thereto shall be effective under the 1933 Act and the Company shall have been
furnished with proof satisfactory to it that such holder has complied with
applicable state securities laws, or (ii) the Company shall have received
an opinion of counsel in form and substance satisfactory to counsel for the
Company that the proposed offer for sale, sale or transfer is exempt from the
registration requirements of the 1933 Act and may otherwise be transferred in
compliance with the 1933 Act and in compliance with any other applicable law,
including all applicable state securities laws; and the Company may withhold
transfer, registration and delivery of such securities until one of the
foregoing conditions shall have been met. 
Options are exercisable, and shares can be delivered under this
Agreement, only in compliance with all applicable federal and state laws and
securities laws, and the rules of all stock exchanges or trading markets on
which the Class A Common Stock is listed or traded at any time.  Any certificate issued to evidence shares
issued upon exercise of an Option shall bear an appropriate legend reflecting
the foregoing.  An Option may not be
exercised and shares may not be issued under any Option until the Company has
obtained the consent or approval of every regulatory body, federal or state,
having jurisdiction over such matters as the Company deems advisable.

          10.     Non-Transferability.  The Options are not transferable other than
by will or the laws of descent and distribution.  Except as provided in Section 1 hereof pertaining to death of an
Optionee, the Options are exercisable only during the Optionee’s lifetime, and
only by him.


          11.     Tenure.  The Optionee’s right, if any, to continue to
serve the Company as a director or otherwise will not be enlarged or otherwise
affected by this Agreement.

          12.     The
Plan.  This Agreement is subject to
and controlled by the Plan.  Any
necessary inconsistency between this Agreement and the Plan shall be resolved
in favor of the Plan.

          13.     Choice
of Law.  This Agreement shall 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).

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          14.     Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall 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 Blvd., Naples,
Florida, 34108-2711, Attention: Senior Vice President and General Counsel; and
if to the Optionee or his successor, to the address last furnished by such
person to the Company.  Each such notice
and communication delivered personally shall be deemed to have been given when
delivered.  Each such notice and other
communication given by mail shall 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 shall 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 13.

          15.     In
General.  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. 
Modification of this Agreement or waiver of a condition herein must be
written and signed by the party to be bound. 
In the event that any provision of this Agreement shall be held to be
illegal or unenforceable, such provision shall be severed from the Agreement
and the entire Agreement shall not fail on account thereof, but shall otherwise
remain in full force and effect.


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

	
   
	
  HEALTH
  MANAGEMENT ASSOCIATES, INC.

	
   
	
   

	
   
	
   

	
   
	
  By:

	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  
	
  



  	
   




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