TENET HEALTHCARE CORP, S-3, 1997-05-07

TENET HEALTHCARE CORP
S-3, 1997-05-07
GENERAL MEDICAL & SURGICAL HOSPITALS, NEC

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1997
REGISTRATION NO. 333-
- ------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
TENET HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)

NEVADA 8062 95-2557091
(State or other (Primary standard (I.R.S. Employer
jurisdiction of industrial classification Identification No.)
incorporation or code number
organization)

3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

SCOTT M. BROWN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TENET HEALTHCARE CORPORATION
3820 STATE STREET
SANTA BARBARA, CALIFORNIA 93105
(805) 563-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

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

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE (1)
<S> <C> <C> <C> <C>

Common Stock, par value $0.075 per share....... 1,810,000 $25.8125 $46,720,625 $14,158

</TABLE>

(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended. Pursuant to
Rule 457, the maximum offering price of the shares of Tenet Common Stock
being registered is $25.8125 per share, the average of the high and low
reported sales prices of a share of Tenet Common Stock reported on the New
York Stock Exchange Composite Tape on May 2, 1997, and the maximum
aggregate offering price is the product of $25.8125 and 1,810,000, the
number of shares of Tenet Common Stock being registered.

Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement also refers to Registration Statement No. 33-55285.
The Prospectus included in this Registration Statement relates to a total of
3,310,000 shares of Tenet Common Stock. Of the 3,310,000 shares of Tenet
Common Stock, 1,500,000 of such shares were registered with the Securities
and Exchange Commission pursuant to Registration Statement No. 33-55285 and
the remaining 1,810,000 shares of Tenet Common Stock are being registered
pursuant to this Registration Statement. The filing fee of $9,342 related to
the 1,500,000 shares of Tenet Common Stock registered pursuant to
Registration Statement No. 33-55285 was paid on August 26, 1994.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

<PAGE>

SUBJECT TO COMPLETION DATED MAY 7, 1997

PROSPECTUS

TENET HEALTHCARE CORPORATION
3,310,000 Shares of Common Stock
(Par Value $0.075)

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

This Prospectus relates to 3,310,000 shares (the "Shares") of par value
$0.075 Common Stock (the "Common Stock") of Tenet Healthcare Corporation
("Tenet", the "Registrant" or the "Company") that may be offered for sale by
the person listed under the heading "Selling Shareholder" (the "Selling
Shareholder"). The distribution of the Shares by the Selling Shareholder may
be effected from time to time in underwritten public offerings, in ordinary
brokerage transactions on the New York Stock Exchange or the Pacific Stock
Exchange (collectively, the "Exchanges") at market prices prevailing at the
time of sale or in one or more negotiated transactions at prices acceptable
to the Selling Shareholder. In addition, the Selling Shareholder may sell
the Shares through or to brokers in the over-the-counter market. The brokers
or dealers through or to whom the Shares may be sold may be deemed
underwriters of the Shares within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), in which event all brokerage commissions
or discounts and other compensation received by such brokers or dealers may
be deemed to be underwriting compensation. To the extent required, the names
of any underwriter and applicable commissions or discounts and any other
required information with respect to any particular offer will be set forth
in an accompanying Prospectus Supplement. The Company will bear all expenses
of the offering except for brokerage fees or any underwriting discounts or
commissions, which shall be paid by the Selling Shareholder. See "Selling
Shareholder" and "Plan of Distribution." The Company will not receive any of
the proceeds from sales of the Shares made hereunder.

The Common Stock is listed on the Exchanges under the symbol "THC". On
May 6, 1997, the closing price of the Common Stock on the New York Stock
Exchange Composite Tape was $26.125.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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

The date of this Prospectus is May ___, 1997

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, Seven World Trade Center, New York,
New York 10048; and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission also maintains a Web site at http://www.sec.gov that contains
reports, proxy statements and other information regarding registrants that
file electronically with the Commission. The reports, proxy statements and
other information also may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and at the offices of
the Pacific Stock Exchange Incorporated, 301 Pine Street, San Francisco,
California 94104. The Common Stock is listed on such Exchanges.

This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities
Act. This Prospectus does not contain all of the information contained in the
Registration Statement and the exhibits and schedules thereto, and reference
is hereby made to the Registration Statement for further information with
respect to the Company and the Common Stock offered hereby. Any statements
contained herein concerning the provisions of any document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission
are not necessarily complete, and in each instance reference is made to the
copy of such document so filed. Each such statement is qualified in its
entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission
pursuant to the Exchange Act (File No. I-7293) are incorporated in this
Prospectus by reference and are made a part hereof: (i) Annual Report on Form
10-K for the fiscal year ended May 31, 1996, filed with the Commission on
August 26, 1996 (the "Tenet 10-K"); (ii) Quarterly Report on Form 10-Q for
the quarterly period ended August 31, 1996, filed with the Commission on
October 11, 1996; (iii) Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 1996, filed with the Commission on January 10,
1997; (iv) Quarterly Report on Form 10-Q for the quarterly period ended
February 28, 1997, filed with the Commission on April 15, 1997; (v) Current
Report on Form 8-K, dated November 5, 1996, filed with the Commission on
November 5, 1996; (vi) Current Report on Form 8-K, dated February 12, 1997,
filed with the Commission on February 13, 1997; (vii) Current Report on Form
8-K, dated April 10, 1997, filed with the Commission on April 11, 1997;
(viii) Current Report on Form 8-K, dated April 16, 1997, filed with the
Commission on April 17, 1997; (ix) the description of the Common Stock of the
Company, which is contained in the Company's Registration Statement on Form
8-A filed with the Commission on April 8, 1971, including any amendments or
reports filed for the purpose of updating such description; and (x) the

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<PAGE>

description of certain preferred stock purchase rights that have attached to
the Common Stock, which is contained in the Company's Registration Statement
on Form 8-A filed with the Commission on December 9, 1988, including any
amendments or reports filed for the purpose of updating such description.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering hereby of the Common Stock, shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Copies of all documents incorporated
by reference in this Prospectus (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents)
will be provided without charge to each person to whom a copy of this
Prospectus is delivered, upon written or oral request of such person.
Requests for such copies should be directed to Scott M. Brown, Secretary,
Tenet Healthcare Corporation, P.O. Box 31907, Santa Barbara, California
93130, telephone number (805) 563-7000.

THE COMPANY

Tenet is the second largest investor-owned healthcare services company
in the United States. On January 30, 1997, Tenet acquired OrNda HealthCorp
("OrNda") in a transaction accounted for as a pooling of interests. The
acquisition was accomplished when a wholly owned subsidiary of Tenet was
merged with and into OrNda (the "Merger"), leaving OrNda as a wholly owned
subsidiary of Tenet.

Pursuant to the Merger, each share of OrNda common stock outstanding
immediately prior to the Merger was converted into the right to receive 1.35
shares of Tenet Common Stock. In addition, for each share of OrNda stock
that an option or warrant holder was to receive upon exercise, the holder now
will receive 1.35 shares of Tenet Common Stock upon exercise. Cash was paid
in lieu of fractional shares. Tenet registered approximately 85.9 million
shares of Tenet Common Stock for issuance in connection with the Merger of
which approximately 4.5 million are reserved for issuance in the future upon
the exercise of the options and warrants.

At February 28, 1997, the combined company owned 127 hospitals (two of
which are operated independently and one of those is being held for sale) and
numerous ancillary healthcare operations serving communities in 22 states. A
substantial number of OrNda's 50 general hospitals complement the 77 general
hospitals owned or leased by Tenet prior to the Merger, particularly in south
Florida and southern California.

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<PAGE>

The Company's principal executive offices are located at 3820 State Street,
Santa Barbara, California 93105. The Company's mailing address is P.O. Box
31907, Santa Barbara, California 93130, and its telephone number is (805) 563-
7000.

SELLING SHAREHOLDER

The Shares being offered hereunder are being sold by the United States
Trust Company of New York (the "Selling Shareholder"), as trustee, pursuant
to the terms of the 1994 Tenet Supplemental Executive Retirement Plan Trust,
as amended (the "SERP Trust"), the 1994 Tenet Deferred Compensation Plan
Trust, as amended (the "DCP Trust") and the 1996 Tenet Special Retirement
Plan Trust (the "Special Trust").

The Company has adopted and maintains the Tenet Supplemental Executive
Retirement Plan, as amended (the "SERP"), and the Tenet Deferred Compensation
Plan, as amended (the "DCP"), to attract, retain, motivate and provide
financial security to certain management employees. In 1994, Tenet
established the SERP Trust and the DCP Trust and contributed 1,000,000 and
500,000 shares of Common Stock, respectively, to the SERP Trust and the DCP
Trust to secure the benefits payable to participants and/or their
beneficiaries under the SERP and the DCP. Such shares of Common Stock were
registered with the Commission on Registration Statement on Form S-3 No.
33-55285. In 1996, the Company contributed an additional 1,500,000 and
250,000 shares of Common Stock, respectively, into the SERP Trust and the DCP
Trust, which shares are being registered with the Commission pursuant to the
Registration Statement of which this Prospectus constitutes a part. Those
1,750,000 shares of Common Stock are being registered pursuant to
registration rights agreements between the Company and the Selling
Shareholder.

In 1996, the Company agreed to provide certain non-qualified retirement
benefits under employment agreements with individual management employees of
an acquired hospital. In 1996, the Company established the Special Trust and
contributed 60,000 shares of Common Stock into the Special Trust to secure
those benefits. Those 60,000 shares of Common Stock are being registered at
the request of the Selling Shareholder pursuant to the terms of the Special
Trust.

The following table sets forth information as of May 7, 1997, with
respect to the Selling Shareholder:

Number of Shares Number of Number of Shares Percent
Owned Prior to Shares Owned After of
Name of Selling Shareholder the Offering Being Offered the Offering Class
--------------------------- ------------ ------------- ------------ ------
<S> <C> <C> <C> <C>

United States Trust Company of
New York, as trustee of the SERP
Trust ............................ 2,500,000 2,500,000 0 *

United States Trust Company of
New York, as trustee of the DCP
Trust ............................ 750,000 750,000 0 *

United States Trust Company of
New York, as trustee of the
Special Trust .................... 60,000 60,000 0 *

</TABLE>

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

* Represents less than 1% of outstanding shares of the Company's Common Stock.

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<PAGE>

The Company will pay all expenses incurred in connection with the offering
except for brokerage fees or any underwriting discounts or commissions, which
shall be paid by the Selling Shareholder. The Company has agreed to indemnify
the Selling Shareholder against certain liabilities, including liabilities
arising under the Securities Act.

PLAN OF DISTRIBUTION

The shares may be sold from time to time by the Selling Shareholder in
underwritten public offerings, in any one or more transactions (which may
involve block transactions) on the New York Stock Exchange, on the Pacific
Stock Exchange, in the over-the-counter market, on NASDAQ and on any exchange
on which the Common Stock may then be listed, or otherwise in negotiated
transactions or a combination of such methods of sale at market prices
prevailing at the time of sale, or at negotiated prices. The Selling
Shareholder may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may sell the shares as agent or may
purchase such shares as principal and resell them for their own account
pursuant to this Prospectus. Such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Shareholder and/or purchasers of shares for whom they may act as
agent (which compensation may be in excess of customary commissions). To the
extend required, the names of any underwriter and applicable commissions or
discounts and any other required information with respect to any particular
offer will be set forth in an accompanying Prospectus Supplement.

In connection with such sales, the Selling Shareholder and any
participating brokers or dealers may be deemed to be "underwriters" as
defined in the Securities Act, in which event all brokerage commissions or
discounts and other compensation received by such brokers or dealers may be
deemed underwriting compensation under the Securities Act. In addition, any
of the securities that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.

LEGAL MATTERS

Certain legal matters with respect to the Shares offered hereby will be
passed upon for the Company by Scott M. Brown, Senior Vice President,
Secretary and General Counsel of the Company. As of April 30, 1997, Mr.
Brown owned 2,794 shares of Common Stock and had outstanding options to
purchase 181,634 shares of Common Stock pursuant to Company benefit plans.

EXPERTS

The supplemental consolidated financial statements and the consolidated
financial statements and schedule of Tenet Healthcare Corporation as of May
31, 1996 and 1995, and for each of the years in the three-year period ended
May 31, 1996, have been incorporated by reference herein and in the
Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The reports of KPMG Peat Marwick LLP covering the supplemental consolidated
financial statements and the consolidated financial statements refer to a
change in the method of accounting for income taxes in 1994.

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<PAGE>

The consolidated financial statements of OrNda HealthCorp at August 31,
1996 and 1995, and for each of the three years in the period ended August 31,
1996, incorporated by reference in the Tenet Healthcare Corporation Current
Report on Form 8-K dated February 12, 1997 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon and
incorporated by reference therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

FORWARD LOOKING STATEMENTS

Prospective investors are cautioned that the statements in this
Prospectus and in documents incorporated by reference herein that are not
descriptions of historical facts constitute forward looking statements that
are subject to risks and uncertainties. The Company's actual results could
differ materially from those currently anticipated in these forward looking
statements due to, among other things, certain factors described in documents
incorporated by reference herein, including, without limitation, the Tenet
10-K.

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<PAGE>

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

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS.
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY THE COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET
FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.

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

CONTENTS

PAGE
----
AVAILABLE INFORMATION. . . . . . . .1
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE. . . . . . . . . . .1
THE COMPANY. . . . . . . . . . . . .2
SELLING SHAREHOLDER. . . . . . . . .3
PLAN OF DISTRIBUTION . . . . . . . .4
LEGAL MATTERS. . . . . . . . . . . .4
EXPERTS. . . . . . . . . . . . . . .4
FORWARD LOOKING STATEMENTS . . . . .5

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3,310,000 SHARES

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

TENET HEALTHCARE
CORPORATION

COMMON STOCK

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

PROSPECTUS

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

MAY ___, 1997

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

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission fee . . . . $14,158
Printing and Engraving Fees . . . . . . . . . . .$5,000
Accounting fees and expenses. . . . . . . . . . $15,000
Legal fees and expenses . . . . . . . . . . . . .$5,000
Blue sky fees and expenses. . . . . . . . . . . .$5,000
Miscellaneous fees and expenses . . . . . . . . .$5,842
Total fees and expenses. . . . . . . . . . $50,000

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.751 of the Nevada General Corporation Law ("Nevada Law")
provides generally and in pertinent part that a Nevada corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation,
or any administrative or investigative proceeding if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and in connection with any criminal suit or proceeding, if in connection with
the matters in issue, they had no reasonable cause to believe their conduct
was unlawful. Section 78.751 further provides that, in connection with the
defense or settlement of any action by or in the right of the corporation, a
Nevada corporation may indemnify its directors and officers against expenses
actually and reasonably incurred by them if, in connection with the matters
in issue, they acted in good faith, in a manner they reasonably believed to
be in, or not opposed to, the best interest of the corporation. Section
78.751 further permits a Nevada corporation to grant its directors and
officers additional rights of indemnification through by-law provisions and
otherwise.

Article X of the Restated Articles of Incorporation, as amended, of the
Registrant (the "Restated Articles") and Article IX of the Restated By-Laws,
as amended, of the Registrant (the "Restated Bylaws") provide that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by Nevada Law. The Registrant has entered into indemnification
agreements with each of its directors and executive officers. Such
indemnification agreements are intended to provide a contractual right to
indemnification, to the maximum extent permitted by law, for expenses
(including attorneys' fees), judgments, penalties, fines, and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified
in connection with any proceeding (including, to the extent permitted by
applicable law, any derivative action) to which they are, or are threatened
to be made, a party by reason of their status in such positions. Such
indemnification agreements do not change the basic legal standards for
indemnification set forth under Nevada Law, the Restated Articles or the
Restated Bylaws. Such agreements are intended to be in furtherance, and not
in limitation of, the general right to indemnification provided in the
Restated Articles and Restated Bylaws.

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Section 78.037 of the Nevada Law provides that the articles of
incorporation may contain, and Tenet's Restated Articles do contain, a
provision eliminating or limiting the personal liability of a director or
officer to the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director provided that such provision shall not
eliminate or limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct or a knowing violation of law,
or (ii) under Section 78.300 of the Nevada Law (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock).
The Company's Restated Articles and Restated Bylaws permit indemnification
of directors and officers in terms sufficiently broad to indemnify officers
and directors under certain circumstances for liabilities (including expense
reimbursement) arising under the Securities Act. The Company also maintains
an indemnification agreement with each of its Directors and any officer
designated by the Company's Board of Directors insuring them against certain
liabilities incurred by them in the performance of their duties, including
liabilities under the Securities Act. In addition, the Company has directors
and officers liability insurance policies.

ITEM 16. EXHIBITS.

(4) Instruments Defining the Rights of Security Holders, Including
Indentures

(a) DCP Trust Registration Rights Agreement (Incorporated by
reference to Exhibit 4(a) to Registration Statement on Form S-3
No. 33-55285 filed by the Registrant with the Commission on
August 30, 1994)

(b) SERP Trust Registration Rights Agreement (Incorporated by
reference to Exhibit 4(b) to Registration Statement on Form S-3
No. 33-55285 filed by the Registrant with the Commission on
August 30, 1994)

(5) Opinion re Legality

(a) Opinion of Scott M. Brown

(10) Material Contracts

(a) 1994 NME Supplemental Executive Retirement Plan Trust
(Incorporated by reference to Exhibit 10(uu) to Registrant's
Annual Report on Form 10-K dated August 25, 1994, for the fiscal
year ended May 31, 1994)

(b) Agreement, dated October 30, 1996, between Tenet Healthcare
Corporation and United States Trust Company of New York, as
Trustee, regarding the First Amendment to the 1994 Tenet
Supplemental Executive Retirement Plan Trust.

(c) 1994 NME Deferred Compensation Plan Trust (Incorporated by
reference to Exhibit 10(aaa) to Registrant's Annual Report on
Form 10-K dated August 25, 1994, for the fiscal year ended May
31, 1994)

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<PAGE>

(d) Agreement, dated October 30, 1996, between Tenet Healthcare
Corporation and United States Trust Company of New York, as
Trustee, Regarding the First Amendment to the 1994 Tenet Deferred
Compensation Plan Trust.

(e) 1996 Special Retirement Plan Trust

(23) Consents of Experts and Counsel

(a) Consent of KPMG Peat Marwick LLP

(b) Consent of Ernst & Young LLP

(24) Power of Attorney

(a) Power of Attorney (included on page II-5 of this Registration
Statement).

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-

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<PAGE>

effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
the Nevada Law, the Restated Articles of Incorporation, and the Restated
Bylaws, as amended, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Santa Barbara, State of California
on May 7, 1997.

TENET HEALTHCARE CORPORATION

By: /s/ Scott M. Brown
-----------------------------
Scott M. Brown
Senior Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey C. Barbakow, Trevor Fetter, Raymond L.
Mathiasen and Scott M. Brown and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any related registration
statements pursuant to Rule 462 of the Securities Act of 1933 and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on May 7, 1997, by the
following persons in the capacities indicated:

TENET HEALTHCARE CORPORATION

/s/ Trevor Fetter /s/ Scott M. Brown
- ---------------------------------- ----------------------------------
Trevor Fetter Scott M. Brown
Executive Vice President Senior Vice President
Chief Financial Officer
(Principal Financial Officer)

/s/ Raymond L. Mathiasen
- ----------------------------------
Raymond L. Mathiasen
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)

II-5

<PAGE>

SIGNATURE TITLE
--------- -----

/s/ Jeffrey C. Barbakow Chairman, Chief Executive
------------------------------ Officer and Director
Jeffrey C. Barbakow (Principal Executive
Officer)

/s/ Michael H. Focht, Sr.
------------------------------ President, Chief Operating
Michael H. Focht, Sr. Officer and Director

/s/ Bernice Bratter
------------------------------ Director
Bernice Bratter

/s/ Maurice J. DeWald
------------------------------ Director
Maurice J. DeWald

/s/ Peter de Wetter
------------------------------ Director
Peter de Wetter

/s/ Edward Egbert, M.D.
------------------------------ Director
Edward Egbert, M.D.

/s/ Raymond A. Hay
------------------------------ Director
Raymond A. Hay

/s/ Lester B. Korn
------------------------------ Director
Lester B. Korn

/s/ James P. Livingston
------------------------------ Director
James P. Livingston

/s/ Richard S. Schweiker
------------------------------ Director
Richard S. Schweiker

II-6

<PAGE>

EXHIBIT INDEX

(4) Instruments Defining the Rights of Security Holders, Including
Indentures

(5) Opinion re Legality

(a) Opinion of Scott M. Brown

(10) Material Contracts

(c) 1994 NME Deferred Compensation Plan Trust (Incorporated by
reference to Exhibit 10(aaa) to Registrant's Annual Report on
Form 10-K dated August 25, 1994, for the fiscal year ended May
31, 1994)

(e) 1996 Special Retirement Plan Trust

(23) Consents of Experts and Counsel

(a) Consent of KPMG Peat Marwick LLP

(b) Consent of Ernst & Young LLP

(24) Power of Attorney

(a) Power of Attorney (included on page II-5 of this Registration
Statement).

<PAGE>
May 7, 1997

Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105

Gentlemen:

I am the General Counsel of Tenet Healthcare Corporation, a Nevada
corporation (the "Company"), and in such capacity I have examined the
Company's Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), for the
registration of 1,810,000 shares of the Company's common stock, $.075 par
value per share (the "Shares"), that may be offered for sale by the person
listed under the heading "Selling Shareholder" in the Registration Statement.

I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate
records, certificates of public officials and officers of the Company and
such other instruments as I have deemed necessary or appropriate as a basis
for the opinions expressed below.

Based on the foregoing, I am of the opinion that the Shares are duly
authorized, legally issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as Exhibit 5(a) to the
Registration Statement and to the reference to me in the Prospectus
incorporated therein. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7
of the Securities Act, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Scott M. Brown

Scott M. Brown

EXHIBIT 5(a)

<PAGE>
Exhibit 10(b)

AGREEMENT BETWEEN
TENET HEALTHCARE CORPORATION AND
UNITED STATES TRUST COMPANY OF NEW YORK,
AS TRUSTEE REGARDING THE FIRST AMENDMENT
TO THE 1994 TENET SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN TRUST

This agreement (the "Agreement") between Tenet Healthcare Corporation, a
Nevada corporation (formerly known as National Medical Enterprises, Inc.)
(the "Company"), and United States Trust Company of New York (the
"Trustee"), is entered into this 30 day of October, 1996, as set forth below.

WHEREAS, the Company deems it in its best interest to provide for
the contribution of an additional One and One-Half Million (1,500,000) shares
of Company Stock, as defined below, to the 1994 Tenet Supplemental Executive
Retirement Plan Trust (the "SERP Trust"); and

WHEREAS, pursuant to Section 5 of the SERP Trust, the Company is
responsible for preparing and filing all required registration statements
relating to shares of Company Stock and other interests that may be issued
under the 1994 Tenet Supplemental Executive Retirement Plan (the "Plan"); and

WHEREAS, the parties have agreed to enter into this Agreement for
the purpose of providing an additional contribution of Company Stock to the
SERP Trust.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. AGREEMENT TO CONTRIBUTE SHARES

The Company hereby agrees to contribute and deposit an additional
One and One-Half Million (1,500,000) shares of the $0.075 par value per share
common stock of the Company (the "Company Stock"), which shall become part of
the principal of the SERP Trust and shall be held, administered and disposed
of by the Trustee as provided in the SERP Trust.

<PAGE>

2. REGISTRATION OF SHARES

The Company and the Trustee hereby acknowledge and agree that the
Company shall be responsible for filing with the Securities and Exchange
Commission and with all applicable state agencies and authorities all
required registration statements relating to shares of Company Stock and
other interests which may be issued under the Plan, which filings shall be
made within 90 days of the date hereof. The Company also agrees that it
shall be responsible for, and that the Trustee shall not be responsible for,
preparing and filing such registration statements and for the accuracy of
statements contained therein, and for preparing or filing any other reports,
statements or filings required under federal or state securities laws with
respect to the Trust's investment in the Company Stock.

3. EXISTING TERMS AND CONDITIONS

The Company and the Trustee hereby agree that the additional shares
contributed to the SERP Trust herein, shall be subject to all the same terms
and conditions as those shares originally funded in the SERP Trust.

IN WITNESS WHEREOF, the Trustee and, pursuant to due authorization
from its Board of Directors, the Company have caused this Agreement to be
executed as of the day and year first above written.

TENET HEALTHCARE CORPORATION

/S/ SCOTT M. BROWN
----------------------------
Name: Scott M. Brown
Title: Senior Vice President

UNITED STATES TRUST COMPANY
OF NEW YORK

/S/ CHARLES E. WERT
----------------------------
Name: Charles E. Wert
Title: Executive Vice President
and Senior Trust Officer

<PAGE>

Exhibit 10(d)

AGREEMENT BETWEEN
TENET HEALTHCARE CORPORATION AND
UNITED STATES TRUST COMPANY OF NEW YORK,
AS TRUSTEE REGARDING THE FIRST AMENDMENT
TO THE 1994 TENET DEFERRED
COMPENSATION PLAN TRUST

WHEREAS, the Company deems it in its best interest to provide for
the contribution of an additional Two Hundred Fifty Thousand (250,000) shares
of Company Stock, as defined below, to the 1994 Tenet Deferred Compensation
Plan Trust (the "Deferred Compensation Trust"); and

WHEREAS, pursuant to Section 5 of the Deferred Compensation Trust,
the Company is responsible for preparing and filing all required registration
statements relating to shares of Company Stock and other interests that may
be issued under the 1994 Tenet Deferred Compensation Plan (the "Plan"); and

WHEREAS, the parties have agreed to enter into this Agreement for
the purpose of providing an additional contribution of Company Stock to the
Deferred Compensation Trust.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. AGREEMENT TO CONTRIBUTE SHARES

The Company hereby agrees to contribute and deposit an additional Two
Hundred Fifty Thousand (250,000) shares of the $0.075 par value per share
common stock of the Company (the "Company Stock"), which shall become part of
the principal of the Deferred Compensation Trust and shall be held,
administered and disposed of by the Trustee as provided in the Deferred
Compensation Trust.

<PAGE>

2. REGISTRATION OF SHARES

3. EXISTING TERMS AND CONDITIONS

The Company and the Trustee hereby agree that the additional shares
contributed to the Deferred Compensation Trust herein, shall be subject to
all the same terms and conditions as those shares originally funded in the
Deferred Compensation Trust.

IN WITNESS WHEREOF, the Trustee and, pursuant to due authorization
from its Board of Directors, the Company have caused this Agreement to be
executed as of the day and year first above written.

TENET HEALTHCARE CORPORATION

/S/ SCOTT M. BROWN
----------------------------
Name: Scott M. Brown
Title: Senior Vice President

UNITED STATES TRUST COMPANY
OF NEW YORK

/S/ CHARLES E. WERT
----------------------------
Name: Charles E. Wert
Title: Executive Vice President
and Senior Trust Officer

<PAGE>
Exhibit 10(e)

1996 TENET SPECIAL RETIREMENT PLAN TRUST

This Trust Agreement ("Trust Agreement") is made and entered into this
30th day of October, 1996, by and between Tenet Healthcare Corporation, a
Nevada corporation, the "Company") and United States Trust Company of New
York, (the "Trustee") with reference to the following facts:

A. Company has agreed to certain non-qualified retirement benefits
under individual participant agreements (the "Agreements"). A schedule of
the Agreements is attached hereto as EXHIBIT A. All capitalized terms used
but not otherwise defined herein shall have the meanings given to such terms
in the Agreements.

B. Company has incurred or expects to incur liability under the terms
of such Agreements with respect to the individual parties to such Agreements
("Participants").

C. Company wishes to establish a trust (hereinafter called "Trust")
and to contribute to the Trust assets that shall be held therein, subject to
the claims of Company's creditors in the event the Company is Insolvent, as
defined in Section 3(a) herein, until paid to Participants or their spouses
in such manner and at such times as specified in the Agreements.

D. It is the intention of the parties that this Trust shall constitute
an unfunded arrangement and shall not affect the status of the Agreements as
unfunded plans maintained for the purpose of providing deferred compensation
for a select group of management or highly compensated employees for purposes
of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA").

E. It is the intention of Company to make contributions to the Trust
to provide itself with a source of funds to assist it in meeting its
liabilities under the Agreements.

1
<PAGE>
NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

Section 1. ESTABLISHMENT OF TRUST.
(a) Company hereby deposits with Trustee in trust 60,000 shares of
the $.075 par value per share common stock of Company, which shall become the
principal of the Trust to be held, administered and disposed of by Trustee as
provided in this Trust Agreement.

(b) The Trust shall become irrevocable upon approval by the Board
of Directors. Company shall provide a certified copy of the resolution of
the Board of Directors stipulating that the Trust has been approved by them.

(c) The Trust is intended to be a grantor trust, of which Company
is the grantor, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and
shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon, shall be
held separate and apart from other funds of Company and shall be used
exclusively for the uses and purposes of Participants and general creditors
as herein set forth. Neither Participants nor their spouses shall have any
preferred claim on, or any beneficial ownership interest in, any assets of
the Trust. Any rights created under the Agreements and this Trust Agreement
shall be mere unsecured contractual rights of Participants against Company.
Any assets held by the Trust will be subject to the claims of Company's
general creditors under federal and state law in the event Company is
Insolvent, as defined in Section 3(a) herein.

(e) As soon as possible, but no later than thirty (30) days,
following the occurrence of a Change of Control, as defined in Section 13(d)
herein, Company shall make an irrevocable contribution to the Trust in an
amount that is sufficient, together with all assets held by the Trust as of
the date of such Contribution, to pay to each Participant and the
Participant's spouse, on a pre-tax basis, the benefits to which each
Participant and each Participant's spouse are entitled pursuant to

2
<PAGE>
the terms of the Agreements as of the date on which the Change of Control
occurred. Company shall notify the Trustee immediately upon the occurrence
of a Change of Control.

Section 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.
(a) Company shall deliver to Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect of each Plan
participant (and his or her spouse), that provides a formula or other
instructions acceptable to Trustee for determining the amounts so payable,
the form in which such amount is to be paid (as provided for or available
under the Agreement), and the time of commencement for payment of such
amounts. Except as otherwise provided herein, Trustee shall make payments
to the Participants and their spouses in accordance with such Payment
Schedule. The Trustee shall not be responsible for determining the accuracy
of the amounts to be paid according to the Payment Schedule. The Trustee
shall make provision for the reporting and withholding of any federal, state
or local taxes pursuant to the terms of the Agreement and shall pay amounts
withheld to the appropriate taxing authorities or determine that such amounts
have been reported, withheld and paid by Company.

(b) The entitlement of a Participant or his or her spouse to
benefits under the Agreement shall be determined by Company or such party as
it shall designate under the Agreement, and any claim for such benefits shall
be considered and reviewed under the procedures set out in the Agreement.

(c) Company may make payment of benefits directly to Participants
or their spouses as they become due under the terms of the Agreement.
Company shall notify Trustee of its decision to make payment of benefits
directly prior to the time amounts are payable to Participants or their
spouses. In addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in accordance with
the terms of the Agreement, Company shall make the balance of each such
payment as it falls due. Trustee shall notify Company where principal and
earnings are not sufficient.

Section 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS WHEN COMPANY IS
INSOLVENT.

3
<PAGE>
(a) Trustee shall cease payment of benefits to Participants and
their spouses if the Company is Insolvent. Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) Company is unable to
pay its debts as they become due, or (ii) Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided
in Section 1(d) hereof, the principal and income of the Trust shall be
subject to claims of general creditors of Company under federal and state law
as set forth below.

(1) The Board of Directors and the Chief Executive Officer
of Company shall have the duty to inform Trustee in writing of Company's
Insolvency. If a person claiming to be a creditor of Company alleges in
writing to Trustee that Company has become Insolvent, Trustee shall determine
whether Company is Insolvent and, pending such determination, Trustee shall
discontinue payment of benefits to Participants or their spouses.

(2) Unless Trustee has actual knowledge of Company's
Insolvency, or has received notice from Company or a person claiming to be a
creditor alleging that Company is Insolvent, Trustee shall have no duty to
inquire whether Company is Insolvent. Trustee may in all events rely on such
evidence concerning Company's solvency as may be furnished to Trustee and
that provides Trustee with a reasonable basis for making a determination
concerning Company's solvency.

(3) If at any time Trustee has determined that Company is
Insolvent, Trustee shall discontinue payments to Participants or their
spouses and shall hold the assets of the Trust for the benefit of Company's
general creditors. Nothing in this Trust Agreement shall in any way diminish
any rights of Participants or their spouses (if the Participant has died and
was entitled to benefits under an Agreement at the time of the Participant's
death) to pursue their rights as general creditors of Company with respect to
benefits due under the Agreements or otherwise. Trustee shall resume the
payment of benefits to Participants or their spouses in accordance with
Section 2 of this Trust Agreement only after Trustee has determined that
Company is not Insolvent (or is no longer

4
<PAGE>

Insolvent).

(c) Provided that there are sufficient assets, if Trustee
discontinues the payment of benefits from the Trust pursuant to Section 3(b)
hereof and subsequently resumes such payments, the first payment following
such discontinuance shall include the aggregate amount of all payments due
and not paid to Participants or their spouses under the terms of the
Agreements for the period of such discontinuance, less the aggregate amount
of any payments made to Participants or their spouses of Company in lieu of
the payments provided for hereunder during any such period of discontinuance.

Section 4. PAYMENTS TO COMPANY.
Except as provided in Section 3 hereof, after the Trust has become
irrevocable, Company shall have no right or power to direct Trustee to return
to Company or to divert to others any of the Trust assets before all payments
of benefits have been made to Participants and their spouses pursuant to the
terms of the Agreements.

Section 5. INVESTMENT AUTHORITY.
Prior to the occurrence of a Change of Control, it is the intent of
Company that the Trustee shall invest the contributions to the Trust in
shares of common stock of Company. Trustee may invest in securities
(including stock or right to acquire stock) or obligations issued by Company.
All rights associated with assets of the Trust shall be exercised by
Trustee, or the person designated by Trustee, and shall in no event be
exercisable by or rest with Participants. Company shall have the right at any
time, and from time to time in its sole discretion, to substitute assets of
equal fair market value for any asset held by the Trust. This right is
exercisable by Company in a nonfiduciary capacity without the approval or
consent of any person in a fiduciary capacity. Prior to the occurrence of a
Change of Control, the Trustee shall hold the stock or other assets until
such time as the stock or other assets must be liquidated to pay Participants
or their spouses benefits under the Agreements or until such time as the
Trustee determines it to be clearly imprudent to retain the stock or other
assets to preserve the principal balance required to maintain adequate
funding for future payments due to Participants or their spouses.

5
<PAGE>
Company represents and warrants that it has filed and will file with
the Securities and Exchange Commission and with all applicable state agencies
or authorities all required registration statements relating to shares of
Company stock and other interests which may be issued under the Agreement.
The Employer acknowledges that it is and shall be responsible for, and that
the Trustee shall not be responsible for, preparing or filing such
registration statements or for the accuracy of statements contained therein,
or for preparing or filing any other reports, statements or filings required
under federal or state securities laws with respect to the Trust's investment
in Company stock. Notwithstanding the foregoing to the contrary, Company may
in its sole discretion choose to deliver to the Trust unregistered Company
stock under an exemption from the registration requirements of federal or
state securities laws, as the case may be.

Section 6. DISPOSITION OF INCOME.
During the term of this Trust, all income received by the Trust, net
of expenses and taxes, shall be accumulated and reinvested.

Section 7. ACCOUNTING BY TRUSTEE.
Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee. Within sixty (60) days following the close of each
calendar year and within sixty (60) days after the removal or resignation of
Trustee, Trustee shall deliver to Company a written account of its
administration of the Trust during such year or during the period from the
close of the last preceding year to the date of such removal or resignation,
setting forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all securities and investments
purchased and sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and showing all
cash, securities and other property held in the Trust at the end of such year
or as the date of such removal or resignation, as the case may be.

Section 8. RESPONSIBILITY OF TRUSTEE.
(a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances

6
<PAGE>
then prevailing that a prudent person acting in like capacity and familiar
with such matters would use in the conduct of an enterprise of a like
character and with like aims; provided, however, that Trustee shall incur no
liability to any person for any action taken pursuant to a direction, request
or approval given by Company which is contemplated by, and in conformity
with, the terms of the Agreement or this Trust and is given in writing by
Company. In the event of a dispute between Company and a party, Trustee may
apply to a court of competent jurisdiction to resolve the dispute.

(b) If Trustee undertakes or defends any litigation arising in
connection with this Trust, Company agrees to indemnify Trustee against
Trustee's reasonable costs, expenses and liabilities (including, without
limitation, reasonable attorneys' fees and expenses) relating thereto and to
be primarily liable for such payments. If Company does not pay such
reasonable costs, expenses and liabilities in a reasonably timely manner,
Trustee may obtain payment from the Trust.

(c) Trustee may consult with legal counsel (who also may be
counsel for Company generally) with respect to any of its duties or
obligations hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.

(e) Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein;
provided, however, that if an insurance policy is held as an asset of the
Trust, Trustee shall have no power to name a beneficiary of the policy other
than the Trust, to assign the policy (as distinct from conversion of the
policy to a different form) other than to a successor Trustee, or to loan to
any person the proceeds of any borrowing against such policy.

(f) Notwishstanding any powers granted to Trustee pursuant to this
Agreement or to applicable law, Trustee shall not have any power that could
give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301.7701-2 of the Procedure
and Administrative Regulations promulgated pursuant to the Internal Revenue
Code.

7
<PAGE>
(g) Notwithstanding any provision in this Agreement to the
contrary, in the event of a Change of Control, the Trustee is hereby directed
to sell any and all shares of Company stock, other Company securities or
other stock that is received by the Trustee in exchange for such Company
stock as a result of the Change of Control, which the Trustee holds as a
Trust asset, within thirty (30) days of such Change of Control. The Trustee
shall invest any and all proceeds that it receives as a result of such sales
that are not immediately needed in order to make distributions to
Participants and their spouses in United States government securities and/or
securities of United States government agencies with average portfolio
maturity of two (2) years. Additionally, if the Trustee sells any Company
stock prior to a Change of Control, the proceeds from any such sale that are
not immediately needed in order to make distributions to participants and
their spouses also shall be invested by the Trustee in United States
government securities and/or securities of United States government agencies
with average portfolio maturity of two (2) years.

Section 9. COMPENSATION AND EXPENSES OF TRUSTEE.
Company shall pay all administrative and Trustee's fees and expenses.
If not so paid, the fees and expenses shall be paid from the Trust. In the
event of a Change of Control or any other matter, which in the Trustee's
reasonable discretion requires the Trustee to perform services in addition to
the Trustee's custodial and investment responsibilities under this Agreement,
the Trustee shall be entitled to an additional fee as provided in this
Section 9. The Trustee shall be compensated at its normal hourly rates for
all reasonable additional services and for the reasonable fees and expenses
of its counsel or other experts required to be engaged by the Trustee. Such
amounts shall be paid by Company to the Trustee within thirty (30) days of
billing, provided that if timely payment is not made by the Company, the
Trustee may discharge any such obligation out of the Trust assets, regardless
of whether the Trust is fully funded. In the event of the termination of the
Trust or the removal or resignation of the Trustee, the Trustee shall be
entitled to withhold out of the Trust assets all amounts due to the Trustee
pursuant to this Section 9. This Section 9 shall supersede any conflicting
provision of this Trust Agreement or the Agreements.

Section 10. RESIGNATION AND REMOVAL OF TRUSTEE.
(a) Trustee may resign at any time by written notice to Company,
which shall be

8
<PAGE>
effective ninety (90) days after receipt of such notice unless Company and
Trustee agree otherwise, provided a successor Trustee has been appointed and
has accepted such appointment.

(b) Subject to Section 10(c), Trustee may be removed by Company on
ninety (90) days notice or upon shorter notice accepted by Trustee.

(d) If Trustee resigns within ten (10) years of a Change of
Control, as defined herein, Trustee shall select a successor Trustee in
accordance with the provisions of Section 11(b) hereof prior to the effective
date of Trustee's resignation.

(e) Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets subsequently shall be transferred to the
successor Trustee. The transfer shall be completed within ninety (90) days
after receipt of notice of resignation, removal or transfer, unless Company
extends the time limit.

(f) If Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the effective date of
resignation or removal under paragraphs (a) or (b) of this section. if no
such appointment has been made, Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions. All
expenses of Trustee in connection with the proceeding shall be allowed as
administrative expenses of the Trust.

Section 11. APPOINTMENT OF SUCCESSOR.
(a) If Trustee resigns or is removed in accordance with Section
10(a) or (b) hereof, Company may appoint any third party, such as a bank
trust department or other party that may be granted corporate trustee powers
under state law, as a successor to replace Trustee upon resignation or
removal. The appointment shall be effective when accepted in writing by the
new Trustee, who shall have all of the rights and powers of the former
Trustee, including ownership rights in the Trust

9
<PAGE>
assets. The former Trustee shall execute any instrument necessary or
reasonably requested by Company or the successor Trustee to evidence the
transfer.

(b) If Trustee resigns or is removed pursuant to the provisions of
Section 10(e) hereof and selects a successor Trustee, Trustee may appoint any
third party such as a bank trust department or other party that may be
granted corporate trustee powers under state law. The appointment of a
successor Trustee shall be effective when accepted in writing by the new
Trustee. The new Trustee shall have all the rights and powers of the former
Trustee, including ownership rights in Trust assets. The former Trustee
shall execute any instrument necessary or reasonably requested by the
successor Trustee to evidence the transfer.

(c) The successor Trustee need not examine the records and acts of
any prior Trustee and may retain or dispose of existing Trust assets, subject
to Sections 7 and 8 hereof. The successor Trustee shall not be responsible
for and Company shall indemnify and defend the successor Trustee from any
claim or liability resulting from any action or inaction of any prior Trustee
or from any other past event, or any condition existing at the time it
becomes successor Trustee.

Section 12. AMENDMENT OR TERMINATION.
(a) This Trust Agreement may be amended by a written instrument
executed by Trustee and Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Agreement or shall make the
Trust revocable after it has become irrevocable in accordance with Section
1(b) hereof.

(b) The Trust shall not terminate until the date on which
Participants and their spouses are no longer entitled to benefits pursuant to
the terms of the Agreement unless sooner revoked in accordance with Section
1(b) hereof. Upon termination of the Trust any assets remaining in the Trust
shall be returned to Company.

(c) Upon written approval of all Participants and spouses (if the
Participant has died and was entitled to benefits under the Agreement at the
time of the Participant's death) entitled to

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payment of benefits pursuant to the terms of the Agreement, Company may
terminate this Trust prior to the time all benefit payments under the
Agreement have been made. Company shall provide verification to the Trustee
that all Participants and such spouses entitled to benefits under an
Agreement have in fact approved the termination of the Trust. All assets in
the Trust at termination shall be returned to Company.

(d) Sections 1(e), 4, 5, 8(g), 10(c), 10(d), 12(d) and 13(d) of
this Agreement may not be amended by Company for ten (10) years following a
Change in Control, as defined herein.

Section 13. MISCELLANEOUS.
(a) Any provision of this Trust Agreement prohibited by law shall
be ineffective to the extent of any such prohibition, without invalidating
the remaining provisions hereof.

(b) Benefits payable to Participants and their spouses under this
Agreement may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of California, except to the extent
pre-empted by ERISA.

(d) For purposes of this Trust, a Change of Control shall be
deemed to have occurred if after April 1, 1994 (a) any person (as defined in
Section 13(c) or 14(d)(2) of the Securities Exchange Act of 1934, as amended)
becomes the beneficial owner directly or indirectly of twenty percent (20%)
or more of the combined voting power of the Company's then outstanding
securities or (b) individuals who, as of April 1, 1994, constitute the Board
of Directors of the Company (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board of Directors; provided, however,
that (i) any individual who becomes a director of the Company subsequent to
April 1, 1994, whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be deemed to have been a member of
the Incumbent Board and (ii) no individual who was elected

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initially (after April 1, 1994) as a director as a result of an actual or
threatened election contest, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended, or any other actual or threatened solicitations of proxies or
consents by or on behalf of any person other than the Incumbent Board shall
be deemed to have been a member of the Incumbent Board.

(e) If a Participant or spouse is required to institute a legal
proceeding in order to enforce his or her rights under this Agreement and
such Participant or spouse prevails in such legal proceeding, then Company
shall reimburse such Participant or spouse for the reasonable legal fees and
expenses incurred in bringing and prosecuting such legal proceeding.

Section 14. EFFECTIVE DATE.
The effective date of this Trust Agreement shall be the date first
written above.

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IN WITNESS WHEREOF, the undersigned have executed this Trust
Agreement as of the date first written above.

"COMPANY"
TENET HEALTHCARE CORPORATION

By: /s/ SCOTT M. BROWN
------------------------
Its: Senior Vice President
------------------------

"TRUSTEE"
UNITED STATES TRUST COMPANY OF NEW YORK

By: /s/ CHARLES E. WERT
------------------------

Its: Executive Vice President
------------------------

United States Trust Company of New York
770 Broadway
New York, New York 10003-9598
Telephone: 212-388-4339

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EXHIBIT A

Participant Agreements

1. Employment Agreement, dated as of October 4, 1996, between Tenet
HealthSystem Medical, Inc. and R. Gary Goff.

2. Employment Agreement, dated as of October 4, 1996, between Tenet
HealthSystem Meeical, Inc. and Gary Glasscock.

<PAGE>

AUDITORS' CONSENT

The Board of Directors
Tenet Healthcare Corporation:

We consent to the incorporation by reference in the Registration
Statement on Form S-3 of Tenet Healthcare Corporation of our report dated
February 1, 1997, with respect to the supplemental consolidated balance
sheets of Tenet Healthcare Corporation and subsidiaries as of May 31, 1996
and 1995, and the related supplemental consolidated statements of operations,
changes in shareholders' equity and cash flows for each of the years in the
three-year period ended May 31, 1996 and to the incorporation by reference in
the Registration Statement on Form S-3 of Tenet Healthcare Corporation of our
report dated July 25, 1996, with respect to the consolidated balance sheets
of Tenet Healthcare Corporation and subsidiaries as of May 31, 1996 and 1995,
and the related consolidated statements of operations, changes in
shareholders' equity and cash flows for each of the years in the three-year
period ended May 31, 1996, and the related schedule, and to the reference to
our firm under the heading "Experts" in the prospectus. Our reports on the
supplemental consolidated financial statements and on the consolidated
financial statements refer to a change in the method of accounting for income
taxes in 1994.

KPMG PEAT MARWICK LLP

Los Angeles, California
May 6, 1997

EXHIBIT 23 (a)

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Tenet
Healthcare Corporation for the registration of 1,810,000 shares of the common
stock of Tenet Healthcare Corporation and to the incorporation by reference
of our report dated October 25, 1996 with respect to the consolidated
financial statements of OrNda HealthCorp at August 31, 1996 and 1995, and for
each of the three years in the period ended August 31, 1996, incorporated by
reference in the Tenet Healthcare Corporation Current Report on Form 8-K
dated February 12, 1997.

ERNST & YOUNG LLP

Nashville, Tennessee
May 6, 1997

EXHIBIT 23 (b)