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                                                                     EXHIBIT 3.3


                          CERTIFICATE OF INCORPORATION

                                       of

                       LIFEPOINT HOSPITALS HOLDINGS, INC.


                  THE UNDERSIGNED, in order to form a corporation for the
purposes hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:

                                    ARTICLE I

                  The name of the Corporation is: LifePoint Hospitals Holdings,
Inc. (hereinafter referred to as the "Corporation").

                                   ARTICLE II

                  The address of the registered office of the Corporation in the
State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington,
DE 19805, in the City of Wilmington, County of New Castle. The name of the
Corporation's registered agent at such address is Corporation Service Company.

                                   ARTICLE III

                  The purpose for which the Corporation is organized is to
engage in any lawful acts and activities for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

                  The total number of shares of stock which the Corporation
shall have authority to issue is one thousand (1,000) shares of common stock,
par value $.01 per share.

                                   ARTICLE V

                  Elections of directors need not be by written ballot unless
required by the by-laws of the Corporation. Any director may be removed from
office either with or without cause at any time by the affirmative vote of the
holders of a majority of the outstanding stock of the Corporation entitled to
vote, given at a meeting of the stockholders called for that purpose, or by the
consent of the holders of a majority of the outstanding stock of the Corporation
entitled to vote, given in accordance with Section 228 of the General
Corporation Law of the State of Delaware.




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                                   ARTICLE VI

                  In furtherance and not in limitation of the power conferred
upon the Board of Directors by law, the Board of Directors shall have power to
make, adopt, alter, amend and repeal from time to time the By-laws of the
Corporation, subject to the right of the stockholders entitled to vote with
respect thereto to alter, amend and repeal by-laws adopted by the Board of
Directors.

                                  ARTICLE VII

                  No director shall be liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that the foregoing shall not eliminate or limit any liability that may
exist with respect to (1) a breach of the director's duty of loyalty to the
Corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of the
Corporation's directors to the Corporation or its stockholders to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as in effect on the date hereof and as such Section may be amended after the
date hereof to the extent such amendment permits such liability to be further
eliminated or limited. The Corporation shall indemnify to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law (as in effect
on the date hereof and as such Section may be amended after the date hereof)
each person that such Section grants the Corporation the power to indemnify.

                                  ARTICLE VIII

                  The name and address of the sole incorporator is as follows:

                           Jennifer Meyer
                           Dewey Ballantine LLP
                           1301 Avenue of the Americas
                           New York, NY  10019





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                  IN WITNESS WHEREOF, the undersigned has executed this document
as of the ________ day of April, 1999.



                                            -----------------------------------
                                            Jennifer Meyer
                                            Sole Incorporator








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