<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------

                                    FORM 10-Q

(Mark One)

[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the quarterly period ended March 31, 2001 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 0-23639

                           PROVINCE HEALTHCARE COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                                            62-1710772
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

           105 WESTWOOD PLACE
           SUITE 400
           BRENTWOOD, TENNESSEE                                   37027
(Address of Principal Executive Offices)                        (Zip Code)

                                 (615) 370-1377
              (Registrant's Telephone Number, Including Area Code)

         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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

           CLASS                                 OUTSTANDING AT APRIL 30, 2001
COMMON STOCK, $.01 PAR VALUE                              31,299,967


<PAGE>   2


                                     PART I
                              FINANCIAL INFORMATION

<TABLE>
<S>                                                                        <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

        Condensed Consolidated Balance Sheets
            March 31, 2001 and December 31, 2000............................1

        Condensed Consolidated Statements of Income
            Three Months Ended March 31, 2001 and 2000......................2

        Condensed Consolidated Statements of Cash Flows
            Three Months Ended March 31, 2001 and 2000......................3

        Notes to Condensed Consolidated Financial Statements................4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS.......................................9

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK....................................................17
</TABLE>



<PAGE>   3

                  PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           March 31,  December 31,
                                                                              2001        2000
                                                                           ---------    --------
                                                                          (Unaudited)
<S>                                                                        <C>          <C>
                               ASSETS

Current assets:
Cash and cash equivalents                                                  $   7,290    $     --
Accounts receivable, less allowance for doubtful accounts
  of $11,255 in 2001 and $8,321 in 2000                                       90,024      89,208
Inventories                                                                   11,872      11,805
Prepaid expenses and other                                                    10,799       7,282
                                                                           ---------    --------
    Total current assets                                                     119,985     108,295

Property, plant and equipment, net                                           216,193     210,277
Other assets:
  Cost in excess of net assets acquired                                      183,545     183,331
  Other assets                                                                30,010      28,949
                                                                           ---------    --------
Total assets                                                               $ 549,733    $530,852
                                                                           =========    ========
                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                         $  10,933    $ 12,359
  Accrued salaries and benefits                                               15,635      14,736
  Accrued expenses                                                            16,037      15,655
  Current maturities of long-term obligations                                  2,220       2,179
                                                                           ---------    --------
    Total current liabilities                                                 44,825      44,929

Long-term obligations, less current maturities                               165,628     162,086
Other liabilities                                                              8,109       7,343
Minority interest                                                              1,878       1,780

Stockholders' equity:
  Common stock - $0.01 par value; 50,000,000 shares authorized; issued and
    outstanding 31,297,817 and 30,908,588 shares at March 31, 2001
    and December 31, 2000,  respectively                                         313         309
  Additional paid-in-capital                                                 280,212     273,858
  Accumulated other comprehensive income                                        (287)         --
  Retained earnings                                                           49,055      40,547
                                                                           ---------    --------
    Total stockholders' equity                                               329,293     314,714
                                                                           ---------    --------
Total liabilities and stockholders' equity                                 $ 549,733    $530,852
                                                                           =========    ========
</TABLE>


                            See accompanying notes.




                                       1




<PAGE>   4

                  PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                             Three Months Ended
                                                  March 31,
                                             -------------------
                                               2001       2000
                                             --------   --------
<S>                                          <C>        <C>
Revenue:
  Net patient service revenue                $116,886   $103,413
  Management and professional services          2,636      3,139
  Reimbursable expenses                         1,481      1,711
  Other                                         1,433        839
                                             --------   --------
    Net operating revenue                     122,436    109,102

Expenses:
  Salaries, wages and benefits                 46,955     44,206
  Reimbursable expenses                         1,481      1,711
  Purchased services                           11,183     10,492
  Supplies                                     13,775     12,351
  Provision for doubtful accounts              10,919      8,069
  Other operating expenses                     12,294      9,799
  Rentals and leases                            1,728      1,803
  Depreciation and amortization                 6,682      6,332
  Interest expense                              2,622      5,212
  Minority interest                                98         36
  Loss on sale of assets                           30          2
                                             --------   --------
    Total expenses                            107,767    100,013
                                             --------   --------
Income before provision for income taxes       14,669      9,089
Income taxes                                    6,161      3,863
                                             --------   --------
Net income                                   $  8,508   $  5,226
                                             ========   ========
Net income per common share:
  Basic                                      $   0.27   $   0.22
                                             ========   ========
  Diluted                                    $   0.26   $   0.21
                                             ========   ========
</TABLE>


                            See accompanying notes.



                                       2




<PAGE>   5

                  PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                         March 31,
                                                   --------------------
                                                     2001        2000
                                                   --------    --------
<S>                                                <C>         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES          $ 11,474    $  5,533

INVESTING ACTIVITIES
Purchase of property, plant and equipment           (12,749)     (7,265)
Purchase of hospitals                                    --      (1,549)
                                                   --------    --------
Net cash used in investing activities               (12,749)     (8,814)

FINANCING ACTIVITIES
Proceeds from long-term debt                         23,519      28,935
Repayments of debt                                  (19,936)    (26,090)
Issuance of common stock                              4,982       3,070
Net cash provided by financing activities             8,565       5,915
                                                   --------    --------
Net increase in cash and cash equivalents             7,290       2,634

Cash and cash equivalents at beginning of period         --          --
                                                   --------    --------
Cash and cash equivalents at end of period         $  7,290    $  2,634
                                                   ========    ========
ACQUISITIONS
Fair value of assets acquired                      $     --    $  2,330
Liabilities assumed                                      --        (781)
                                                   --------    --------
Cash paid                                          $     --    $  1,549
                                                   ========    ========
</TABLE>


                            See accompanying notes.



                                       3
<PAGE>   6

                  PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 2001

1.       BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. Interim results
are not necessarily indicative of results that may be expected for the full
year. In the opinion of management, the accompanying interim financial
statements contain all material adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the consolidated financial position,
results of operations and cash flows of Province Healthcare Company (the
"Company").

         The balance sheet at December 31, 2000, has been derived from the
audited financial statements at that date, but does not include all of the
financial information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements.

         On September 28, 2000, the Company completed a three-for-two stock
split in the form of a 50% common stock dividend to shareholders of record on
September 15, 2000. All historical references in this document to transactions
in the common stock and earnings per share data have been restated to reflect
the stock split.

         For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2000.

2.       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         Statement of Financial Accounting Standards (SFAS) No. 133, Accounting
for Derivatives Instruments and Hedging Activities, as amended by SFAS No. 137
and SFAS No. 138, requires that all derivatives be recorded on the balance sheet
at fair value, which results in offsetting changes in fair values or cash flows
of both the hedge and the hedged item being recognized in earnings or other
comprehensive income in the same period. The Company's only derivative is an
interest swap agreement. The Company believes that its hedge is highly
effective, with changes in effectiveness reported in other comprehensive income.
Changes in any ineffectiveness will be reported through earnings. The Company
adopted the Statement on January 1, 2001, and the adoption did not have a
significant effect on results of operations or financial position.



                                       4
<PAGE>   7

                  PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED) - (CONTINUED)

3.       ACQUISITIONS AND DIVESTITURES

ENNIS REGIONAL HOSPITAL

         In February 2000, the Company acquired, through a long-term capital
lease agreement, the assets and business of the City of Ennis Hospital in Ennis,
Texas. The hospital had been closed prior to its acquisition by the Company and
was reopened in April 2000.

BOLIVAR MEDICAL CENTER

         In April 2000, the Company acquired, through a long-term capital lease
agreement, the assets and business of Bolivar Medical Center in Cleveland,
Mississippi.

OJAI VALLEY COMMUNITY HOSPITAL

         In October 2000, the Company sold substantially all of the assets of
Ojai Valley Community Hospital, a 110-bed general acute-care facility located in
Ojai, California, to the Ojai Valley Community Hospital Foundation.

GENERAL HOSPITAL

         In December 2000, the Company completed the sale of substantially all
of the assets of General Hospital, a 75-bed acute-care hospital located in
Eureka, California, to St. Joseph Health System.

OTHER INFORMATION

         In accordance with its stated policy, management of the Company
evaluates all acquisitions independently to determine the appropriate
amortization period for cost in excess of net assets acquired. Each evaluation
includes an analysis of factors such as historic and projected financial
performance, evaluation of the estimated useful lives of buildings and fixed
assets acquired, the indefinite lives of certificates of need and licenses
acquired, the competition within local markets, and lease terms where
applicable.

         The foregoing acquisitions were accounted for using the purchase method
of accounting. The operating results of the acquired companies have been
included in the accompanying consolidated statements of income from the
respective dates of acquisition.



                                       5
<PAGE>   8

                  PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED) - (CONTINUED)

4.       LONG-TERM OBLIGATIONS

         At March 31, 2001, the Company had $6.7 million outstanding under its
revolving credit facility and $256.5 million available, which includes
availability under the end-loaded lease facility that can be converted to
revolver availability at the Company's option.

5.       COMPREHENSIVE INCOME

         The following table presents the components of comprehensive income,
net of related taxes (in thousands):

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                  ------------------------
                                                  March 31,      March 31,
                                                     2001          2000
                                                    -------        ------
<S>                                               <C>            <C>
         Net income                                 $ 8,508        $5,226
         Net change in fair value of interest
               rate swaps                              (287)           --
                                                    -------        ------
         Comprehensive income                       $ 8,221        $5,226
                                                    =======        ======
</TABLE>


6.       INCOME TAXES

         The income tax provision for the three months ended March 31, 2001 and
2000, differs from the statutory income tax computation primarily due to
permanent differences and the provision for state income taxes.




                                       6
<PAGE>   9

                  PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED) - (CONTINUED)

7.       EARNINGS PER SHARE

         The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                        ----------------------
                                                         2001          2000
                                                        -------       -------
<S>                                                     <C>           <C>
Numerator
     Net income                                         $ 8,508       $ 5,226
                                                        =======       =======
Denominator:
     Denominator for basic income per share--
         Weighted-average shares                         31,056        23,655

     Effect of dilutive securities--
         Employee stock options                           1,374           843
                                                        -------       -------
     Denominator for diluted income  per share--
         Adjusted weighted average shares                32,430        24,498
                                                        =======       =======
Basic net income per share                              $  0.27       $  0.22
                                                        =======       =======
Diluted net income per share                            $  0.26       $  0.21
                                                        =======       =======
</TABLE>

         During the three-month period ended March 31, 2001, employees exercised
options to acquire 202,004 shares of common stock at an average exercise price
of $14.82 per share, and issued 188,771 shares of common stock at a price of
$10.77 per share under its Employee Stock Purchase Plan. There were 32% more
diluted shares outstanding in the first quarter of 2001, compared with the first
quarter of 2000, primarily as a result of the common stock offering of 6,333,756
shares in April 2000.

8.       CONTINGENCIES

         Management continually evaluates contingencies based on the best
available evidence and believes that adequate provision for losses has been
provided to the extent necessary. In the opinion of management, the ultimate
resolution of the following contingencies will not have a material effect on the
Company's results of operations or financial position.




                                       7
<PAGE>   10

                  PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED) - (CONTINUED)

GENERAL AND PROFESSIONAL LIABILITY RISKS

         Effective January 1, 2000, the Company purchased a professional
liability unlimited claim reporting policy. This coverage is subject to a $5,000
deductible per occurrence and limited to an annual deductible cap of $100,000.
The policy provides coverage up to $51,000,000 for claims incurred during the
annual policy term. Effective January 1, 2001, the Company purchased a
claims-made policy and provides an accrual for incurred but not reported claims.

LITIGATION

         The Company currently is, and from time to time is expected to be,
subject to claims and suits arising in the ordinary course of business.

NET PATIENT SERVICE REVENUE

         Final determination of amounts earned under the Medicare and Medicaid
programs often occurs in subsequent periods because of audits by the programs,
rights of appeal and the application of numerous technical provisions.
Differences between original estimates and subsequent revisions (including
settlements) are included in the consolidated statement of income in the period
in which revisions are made, and resulted in minimal adjustments for the
three-month periods ended March 31, 2001 and 2000.

FINANCIAL INSTRUMENTS

         Interest rate swap agreements are used to manage the Company's interest
rate exposure under the Credit Agreement. In 1998, the Company entered into an
interest rate swap agreement, which effectively converted for a five-year period
$45.0 million of floating-rate borrowings to fixed-rate borrowings. In January
2001, the Company terminated $16.5 million of the $45.0 million swap agreement,
leaving a notional amount of $28.5 million converted to fixed-rate borrowings.
The Company secured a 5.625% fixed interest rate on the swap agreement. This
agreement exposes the Company to credit losses in the event of non-performance
by the counterparty to the financial instrument. The Company anticipates that
the counterparty will fully satisfy its obligations under the contract.




                                       8
<PAGE>   11

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         You should read the following along with the Condensed Consolidated
Financial Statements and accompanying notes.

OVERVIEW

         We are a healthcare services company focused on acquiring and operating
hospitals in attractive non-urban markets in the United States. As of March 31,
2001, we owned and operated 14 general acute care hospitals in nine states with
a total of 1,358 licensed beds, and managed 38 hospitals in 14 states, with a
total of 3,098 licensed beds.

         Our owned and leased hospitals accounted for 96.6% and 95.5% of our net
operating revenue in the three months ended March 31, 2001 and 2000,
respectively.

IMPACT OF ACQUISITIONS AND DIVESTITURES

Acquisitions

         In February 2000, we acquired through a long-term capital lease
agreement, the assets and business of the 45-bed City of Ennis Hospital from the
City of Ennis, Texas. The aggregate rental payments required under the
thirty-year lease total $3.0 million, including a prepayment of $2.0 million. To
finance the lease prepayment, we borrowed $2.0 million under our revolving
credit facility. The hospital had been closed prior to our acquisition, and we
reopened the hospital in April 2000.

         In April 2000, we acquired, through a long-term capital lease
agreement, the assets and business of the 165-bed Bolivar Medical Center in
Cleveland, Mississippi, from Bolivar County. Aggregate rental payments required
under the forty-year lease total $26.4 million, and were prepaid at the date of
the acquisition. To finance the prepaid lease payment and the purchase of
working capital, we borrowed $24.6 million under our revolving credit facility.

         The acquisitions described above were accounted for as purchase
business combinations, and the results of operations of the hospitals have been
included in our results of operations from the purchase dates forward. The March
31, 2001 results include City of Ennis Hospital and Bolivar Medical Center for
the entire period. The March 31, 2000 results include one and one-half months of
start-up operations for City of Ennis Hospital.

         Due to the relatively small number of hospitals owned and leased by us,
each hospital acquisition can affect materially our overall operating margin.
Upon the acquisition of a hospital, we typically take a number of steps to lower
operating costs. The impact of such actions may be offset by other cost
increases to expand services, strengthen medical staff and improve market
position. The benefits of these investments and of other activities to improve
operating margins generally do not occur immediately. Consequently, the
financial performance of a newly acquired hospital may adversely affect overall
operating margins in the short term.



                                       9
<PAGE>   12

As we make additional hospital acquisitions, we expect that this effect will be
mitigated by the expanded financial base of existing hospitals and the
allocation of corporate overhead among a larger number of hospitals.

Divestitures

         In October 2000, we sold substantially all of the assets of Ojai Valley
Community Hospital, a 110-bed general acute-care facility located in Ojai,
California, to the Ojai Valley Community Hospital Foundation. In December 2000,
we completed the sale of substantially all of the assets of General Hospital, a
75-bed acute-care hospital located in Eureka, California, to St. Joseph Health
System. The March 31, 2000 results include three months of operations for the
sold hospitals.

RESULTS OF OPERATIONS

         The following table presents, for the periods indicated, information
expressed as a percentage of net operating revenue. Such information has been
derived from our Condensed Consolidated Statements of Income included elsewhere
in this report. The results of operations or the periods presented include
hospitals from their acquisition dates, as discussed above.

<TABLE>
<CAPTION>
                                                              Percentage
                                    Three Months Ended         Increase
                                         March 31,            (Decrease)
                                    -------------------        of Dollar
                                    2001           2000         Amounts
                                    -----         -----       ----------
<S>                                 <C>           <C>         <C>
Net operating revenue               100.0%        100.0%         12.2%
Operating expenses (1)              (80.3)        (81.1)         11.2
                                    -----         -----
EBITDA (2)                           19.7          18.9          16.6
Depreciation and amortization        (5.5)         (5.8)          5.5
Interest                             (2.1)         (4.8)        (49.7)
Minority interest                    (0.1)           --         172.2
                                    -----         -----
Income before income taxes           12.0           8.3          61.4
Provision for income taxes           (5.1)         (3.5)         59.5
                                    -----         -----
Net income                            6.9%          4.8%         62.8%
                                    =====         =====
</TABLE>

(1)      Operating expenses represent expenses before interest, minority
         interest, loss on sale of assets, income taxes, depreciation and
         amortization expense.

(2)      EBITDA represents the sum of income before income taxes, interest,
         minority interest, depreciation and amortization, and loss on sale of
         assets. We understand that industry analysts generally consider EBITDA
         to be one measure of the financial performance of a company that is
         presented to assist investors in analyzing the operating performance of
         the Company and its ability to service debt. We believe that an
         increase in EBITDA level is an indicator of our improved ability to
         service existing debt, to sustain potential future increases in debt
         and to satisfy capital requirements. However, EBITDA is not a measure
         of financial performance under accounting principles generally accepted
         in the United States and should not be considered an alternative to net
         income as a measure of operating performance or to cash flows from
         operating, investing, or financing activities



                                       10
<PAGE>   13

         as a measure of liquidity. Given that EBITDA is not a measurement
         determined in accordance with accounting principles generally accepted
         in the United States and is thus susceptible to varying calculations,
         EBITDA, as presented, may not be comparable to other similarly titled
         measures of other companies.

SELECTED OPERATING STATISTICS - OWNED OR LEASED HOSPITALS

         The following table sets forth certain operating statistics for our
company's owned or leased hospitals for each of the periods presented.

<TABLE>
<CAPTION>
                                            Three Months Ended March 31,
                                            ----------------------------
                                                2001            2000
                                            ------------    ------------
<S>                                         <C>             <C>
CONSOLIDATED HOSPITALS:
Number of hospitals at end of period                  14              15
Licensed beds at end of period                     1,358           1,327
Beds in service at end of period                   1,256           1,231
Inpatient admissions                              13,413          10,949
Patient days                                      56,837          51,559
Adjusted patient days                             92,680          87,856
Average length of stay (days)                        4.2             4.7
Occupancy rates (average licensed beds)             46.5%           42.7%
Occupancy rates (average beds in service)           50.3%           46.0%
Gross inpatient revenue                     $149,107,615    $127,213,506
Gross outpatient revenue                      93,973,875      89,617,715
</TABLE>

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED
MARCH 31, 2000

         Net operating revenue was $122.4 million for the three months ended
March 31, 2001, compared to $109.1 million for the comparable period of 2000, an
increase of $13.3 million or 12.2%. Cost report settlements and the filing of
cost reports resulted in minimal revenue adjustments for the three months ended
March 31, 2001 and 2000. Net patient revenue generated by hospitals owned during
both periods increased $14.6 million, or 15.9%, resulting from inpatient volume
increases, new services and price increases.

         Operating expenses were $98.3 million, or 80.3% of net operating
revenue, for the three months ended March 31, 2001, compared to $88.4 million,
or 81.1% of net operating revenue, for the comparable period of 2000. The
provision for doubtful accounts increased to 8.9% of net operating revenue in
2001 from 7.4% of net operating revenue in 2000.

         EBITDA was $24.1 million, or 19.7% of net operating revenue, for the
three months ended March 31, 2001, compared to $20.7 million, or 18.9% of net
operating revenue, for the comparable period of 2000, primarily as a result of
improved operations at hospitals owned during both periods.

         Depreciation and amortization expense was $6.7 million, or 5.5% of net
operating revenue, for the three months ended March 31, 2001, compared to $6.3
million, or 5.8% of net



                                       11
<PAGE>   14
operating revenue for the comparable period of 2000. The increase in
depreciation and amortization resulted primarily from capital expenditures at
hospitals owned during both periods. Interest expense was $2.6 million for the
three months ended March 31, 2001, compared to $5.2 million for the comparable
period of 2000, a decrease of $2.6 million or 49.7%. This was a result of our
using the net proceeds of the common stock offering in April 2000 to reduce the
amount of indebtedness outstanding under the revolving credit facility. Also,
proceeds from the sale of our 4 1/2% convertible subordinated notes were used to
reduce the higher-rate amount of indebtedness outstanding under the revolving
credit facility.

         Income before provision for income taxes was $14.7 million for the
three months ended March 31, 2001, compared to $9.1 million for the comparable
period of 2000, an increase of $5.6 million or 61.4%.

         Our provision for income taxes was $6.2 million for the three months
ended March 31, 2001, compared to $3.9 million for the comparable period of
2000. These provisions reflect effective income tax rates of 42.0% for the 2001
period, compared to 42.5% for the 2000 period. As a result of the foregoing, our
net income was $8.5 million, or 6.9% of net operating revenue, for the three
months ended March 31, 2001, compared to $5.2 million, or 4.8% of net operating
revenue for the comparable period of 2000.

LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2001, we had working capital of $75.2 million, including
cash and cash equivalents of $7.3 million. The ratio of current assets to
current liabilities was 2.7 to 1.0 at March 31, 2001, and 2.4 to 1.0 at December
31, 2000.

         Total long-term obligations, less current maturities, increased to
$165.6 million at March 31, 2001, from $162.1 million at December 31, 2000. The
increase resulted primarily from additional borrowings under the revolving
credit facility.

         Cash provided by operations was $11.5 million for the three months
ended March 31, 2001. Cash used in investing activities was $12.7 million for
the three months ended March 31, 2001, relating primarily to capital
expenditures. Net cash provided by financing activities was $8.6 million for the
three months ended March 31, 2001, primarily as a result of borrowings under our
revolving credit facility and issuance of common stock through exercises of
stock options and through the Employee Stock Purchase Plan.

         We intend to acquire additional acute care facilities, and are actively
seeking out such acquisitions. There can be no assurance that we will not
require additional debt or equity financing for any particular acquisition.
Also, we continually review our capital needs and financing opportunities and
may seek additional equity or debt financing for our acquisition program or
other needs.

         Capital expenditures, excluding acquisitions, for the three months
ended March 31, 2001 and 2000, were $12.7 million and $7.3 million,
respectively, inclusive of construction projects. Capital expenditures for the
owned hospitals may vary from year to year depending on facility



                                       12
<PAGE>   15

improvements and service enhancements undertaken by the hospitals. We expect to
make total capital expenditures in 2001 of approximately $52.2 million,
exclusive of any acquisitions of businesses. Planned capital expenditures for
2001 consist principally of capital improvements to owned and leased hospitals.
We expect to fund these expenditures through cash provided by operating
activities and borrowings under our revolving credit facility.

MARKET RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS

         Our interest expense is sensitive to changes in the general level of
interest rates. To mitigate the impact of fluctuations in interest rates, we
generally maintain 50% - 75% of our debt at a fixed rate, either by borrowings
on a long-term basis or entering into an interest rate swap. At March 31, 2001,
approximately 100% of our outstanding debt and end-loaded lease facility amounts
were effectively at a fixed rate. Our interest rate swap contract allows us to
periodically exchange fixed rate and floating rate payments over the life of the
agreement. Floating-rate payments are based on LIBOR and fixed-rate payments are
dependent upon market levels at the time the interest rate swap was consummated.
Our interest rate swap is a cash flow hedge, which effectively converts an
aggregate notional amount of $28.5 million of floating rate borrowings to fixed
rate borrowings at March 31, 2001. Our policy is not to hold or issue
derivatives for trading purposes and to avoid derivatives with leverage
features. We are exposed to credit losses in the event of nonperformance by the
counterparty to the financial instrument. We anticipate that the counterparty
will fully satisfy its obligations under the contract.

GENERAL

         The federal Medicare program accounted for approximately 55.1% and
60.5% of hospital patient days for the three months ended March 31, 2001 and
2000, respectively. The state Medicaid programs accounted for approximately
18.3% and 13.7% of hospital patient days for the three months ended March 31,
2001 and 2000, respectively. The payment rates under the Medicare program for
inpatients are prospective, based upon the diagnosis of a patient. The Medicare
payment rate increases historically have been less than actual inflation.

         Both federal and state legislatures are continuing to scrutinize the
healthcare industry for the purpose of reducing heath care costs. While we are
unable to predict what, if any, future health reform legislation may be enacted
at the federal or state level, we expect continuing pressure to limit
expenditures by governmental healthcare programs. The Balanced Budget Act of
1997 imposed certain limitations on increases in the inpatient Medicare rates
paid to acute care hospitals. Payments for Medicare outpatient services provided
at acute care hospitals and home health services historically have been paid
based on costs, subject to certain limits. The Balanced Budget Act of 1997
required that the payment for those services be converted to a prospective
payment system, which will be phased in over time. The Balanced Budget Act of
1997 also includes a managed care option that could direct Medicare patients to
managed care organizations. Further changes in the Medicare or Medicaid programs
and other proposals to limit healthcare spending could have a material adverse
effect on the healthcare industry and our company.



                                       13
<PAGE>   16

         Some of our acute care hospitals, like most acute care hospitals in the
United States, have significant unused capacity. The result is substantial
competition for patients and physicians. Inpatient utilization continues to be
affected negatively by payor-required pre-admission authorization and by payor
pressure to maximize outpatient and alternative health care delivery services
for less acutely ill patients. We expect increased competition and admission
constraints to continue in the future. The ability to respond successfully to
these trends, as well as spending reductions in governmental health care
programs, will play a significant role in determining the ability of our
hospitals to maintain their current rate of net revenue growth and operating
margins.

         We expect the industry trend in increased outpatient services to
continue because of the increased focus on managed care and advances in
technology. Outpatient revenue of our owned or leased hospitals was
approximately 38.7% and 41.3% of gross patient service revenue for the three
months ended March 31, 2001 and 2000, respectively.

         The billing and collection of accounts receivable by hospitals are
complicated by:

         -        the complexity of the Medicare and Medicaid regulations;

         -        increases in managed care;

         -        hospital personnel turnover;

         -        the dependence of hospitals on physician documentation of
                  medical records; and

         -        the subjective judgment involved.

         These factors, or any combination of them, may impact our ability to
bill and collect our accounts receivable at the rates we have anticipated, which
could negatively affect our future cash flows.

         The federal government and a number of states are increasing the
resources devoted to investigating allegations of fraud and abuse in the
Medicare and Medicaid programs. At the same time, regulatory and law enforcement
authorities are taking an increasingly strict view of the requirements imposed
on providers by the Social Security Act and Medicare and Medicaid regulations.
Although we believe that we are in material compliance with such laws, a
determination that we have violated such laws, or even the public announcement
that we were being investigated concerning possible violations, could have a
material adverse effect on our company.

         Our historical financial trend has been impacted favorably by our
success in acquiring acute care hospitals. While we believe that trends in the
healthcare industry described above may create possible future acquisition
opportunities, there can be no assurances that we can continue to maintain our
current growth rate through hospital acquisitions and successfully integrate the
hospitals into our system.



                                       14
<PAGE>   17

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and assumptions that affect the amounts reported in our financial statements.
Resolution of matters, for example, final settlements with third party payors,
may result in changes from those estimates. The timing and amount of such
changes in estimates may cause fluctuations in our quarterly or annual operating
results.













                                       15
<PAGE>   18

                           FORWARD-LOOKING STATEMENTS

         Our disclosure and analysis in this report contain some forward-looking
statements. Forward-looking statements give our current expectations or
forecasts of future events. You can identify these statements by the fact that
they do not relate strictly to historical or current facts. Such statements may
include words such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe" and other words and terms of similar meaning in connection
with any discussion of future operating or financial performance. Any or all of
our forward-looking statements in this report may turn out to be wrong. They can
be affected by inaccurate assumptions we might make or by known or unknown risks
and uncertainties. Many factors mentioned in our discussion in this report will
be important in determining future results. Consequently, no forward-looking
statement can be guaranteed. Actual future results may vary materially. Factors
that may cause our plans, expectations, future financial condition and results
to change include, but are not limited to:

         -        the highly competitive nature of the healthcare business;

         -        the efforts of insurers, healthcare providers and others to
                  contain healthcare costs;

         -        possible changes in the levels and terms of reimbursement for
                  our charges by government programs, including Medicare and
                  Medicaid or other third-party payors;

         -        changes in or failure to comply with federal, state or local
                  laws and regulations affecting the healthcare industry;

         -        the possible enactment of federal or state healthcare reform;

         -        the departure of key members of our management;

         -        claims and legal actions relating to professional liability;

         -        our ability to implement successfully our acquisition and
                  development strategy;

         -        our ability to attract and retain qualified personnel and
                  recruit physicians;

         -        potential federal or state investigations;

         -        fluctuations in the market value of our common stock or notes;

         -        changes in accounting principles generally accepted in the
                  United States; and

         -        changes in demographic, general economic and business
                  conditions, both nationally and in the regions in which we
                  operate.

         Except as required by law, we undertake no obligation to publicly
update any forward-looking statements, whether as a result of new information,
future events or otherwise. We advise you, however, to consult any additional
disclosures we make in our Form 10-Q, 8-K



                                       16
<PAGE>   19

and 10-K reports to the Securities and Exchange Commission, as well as the
discussion of risks and uncertainties under the caption "Risk Factors" contained
in our Registration Statement on Form S-3, filed with the Securities and
Exchange Commission on January 24, 2001 (Commission File No. 333-54192), and any
amendments to such registration statement. These are factors that we think could
cause our actual results to differ materially from expected results. Other
factors besides those listed here also could affect us adversely. This
discussion is provided as permitted by the Private Securities Litigation Reform
Act of 1995.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         During the three months ended March 31, 2001, there were no material
changes in the quantitative and qualitative disclosures about market risks
presented in our Annual Report on Form 10-K for the year ended December 31,
2000. Our only derivative instrument relates to an interest rate swap agreement.









                                       17
<PAGE>   20

                                     PART II
                                OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

         The deadline for delivering your notice of a shareholder proposal,
other than a proposal to be included in the proxy statement, for the 2002 annual
meeting of shareholders will be March 11, 2002, pursuant to Rule 14a-4 under the
Securities Exchange Act of 1934. The persons named as proxies in the proxy
statement may exercise discretionary voting authority with respect to any matter
that is not submitted to us by such date.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

<TABLE>
<CAPTION>
        Exhibit
        Number            Description of Exhibits

<S>               <C>
         3.1      Amended and Restated Certificate of Incorporation of Province
                  Healthcare Company, as filed with the Delaware Secretary of
                  State on June 16, 2000 (a)

         3.2      Amended and Restated Bylaws of Province Healthcare Company (b)
</TABLE>

------------------

         (a)      Incorporated by reference to the exhibits filed with the
                  Registrant's Quarterly Report filed on Form 10-Q, for the
                  quarterly period ended June 30, 2000, Commission File No.
                  0-23639.

         (b)      Incorporated by reference to the exhibits filed with the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-34421.

(b)      Reports on Form 8-K

         During the three months ended March 31, 2001, the Company filed a Form
8-K, dated January 8, 2001, relating to the Company's sale of substantially all
of the assets of General Hospital, located in Eureka, California, to St. Joseph
Health System.




                                       18
<PAGE>   21

                                   SIGNATURES

         Pursuant to the requirements 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.


                                    PROVINCE HEALTHCARE COMPANY



Date:  May 14, 2001                 By: /s/ Brenda B. Rector
                                        ----------------------------------------
                                        Brenda B. Rector
                                        Vice President and Controller









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