FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   PAGLIUCA STEPHEN G 2. Date of Event Requiring Statement (Month/Day/Year) 04/29/2008 3. Issuer Name and Ticker or Trading Symbol HCA INC/TN [HCA] (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC, 111 HUNTINGTON AVENUE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) BOSTON, MA 02199 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common stock, par value $0.01 per share 23,373,333 I See Footnotes (1) (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PAGLIUCA STEPHEN G C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199	  X	  X	Â	Â

Signatures

/s/ Stephen G. Pagliuca		04/29/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares of common stock of HCA Inc. reported on this Form 3 are held of record by Hercules Holding II, LLC. Hercules Holding II, LLC is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. LLC and Merrill Lynch Global Private Equity, and affiliates of HCA, Inc. founder Dr. Thomas F. Frist, Jr. Affiliates of Bain Capital Investors, LLC indirectly own 23,373,332 shares of common stock of HCA Inc. Please see Footnotes (2), (3) and (4).
(2)	Mr. Pagliuca is Managing Director of Bain Capital Investors, LLC ("BCI"). Because BCI is the administrative member of Bain Capital Integral Investors 2006, LLC ("Integral 2006"), Mr. Pagliuca may be deemed to share voting and dispositive power with respect to the 21,720,908 shares of Common Stock of HCA Inc. indirectly owned by Integral 2006 by virtue of its membership in Hercules Holding II, LLC ("Holdings"). Mr. Pagliuca disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3)	Because BCI is the administrative member of BCIP TCV, LLC ("BCIP TCV"), Mr. Pagliuca may be deemed to share voting and dispositive power with respect to the 156,670 shares of Common Stock of HCA Inc. indirectly owned by BCIP TCV by virtue of its membership in Holdings. Mr. Pagliuca disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(4)	Because BCI is the administrative member of Bain Capital Hercules Investors, LLC ("Hercules Investors"), Mr. Pagliuca may be deemed to share voting and dispositive power with respect to the 1,495,755 shares of Common Stock of HCA Inc. indirectly owned by Hercules Investors by virtue of its membership in Holdings. Mr. Pagliuca disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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