Filed Pursuant to Rule 424(b)(3) and (c)
                                                   Registration Number 333-46098

PROSPECTUS SUPPLEMENT

                                  $586,992,000

                         UNIVERSAL HEALTH SERVICES, INC.

                         CONVERTIBLE DEBENTURES DUE 2020
                                       AND
                          CLASS B COMMON STOCK ISSUABLE
                        UPON CONVERSION OF THE DEBENTURES

     This prospectus supplement supplements the prospectus dated November 2,
2000 and supplemented November 9, 2000, November 21, 2000, November 29, 2000,
December 13, 2000, January 11, 2001, January 19, 2001, January 30, 2001,
February 8, 2001, February 22, 2001, March 5, 2001, April 5, 2001, April 19,
2001, May 10, 2001, July 5, 2001, July 12, 2001, July 27, 2001, October 19,
2001, November 13, 2001, November 28, 2001, January 15, 2002, January 31, 2002,
February 7, 2002, March 22, 2002 and April 4, 2002 (the "prospectus") of
Universal Health Services, Inc. ("UHS" or "our") relating to the sale by certain
of our securityholders or by their transferees, pledgees, donees or other
successors (the "selling securityholders") of up to $586,992,000 principal
amount at maturity of UHS's convertible debentures due 2020 (the "debentures")
and the shares of our class B common stock issuable upon conversion of the
debentures. You should read this prospectus supplement in conjunction with the
prospectus, and this prospectus supplement is qualified by reference to the
prospectus except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus.

                             SELLING SECURITYHOLDERS

     The following table amends certain information with respect to the
principal amount at maturity of debentures beneficially owned by entities who
were identified as selling securityholders in the prospectus, the percentage of
outstanding debentures held by each such entity, and the number of shares of our
class B common stock issuable upon conversion of such outstanding debentures.
All information concerning beneficial ownership of the debentures has been
furnished to UHS by the selling securityholders, and the percentages are based
on $586,992,000 principal amount at maturity of debentures outstanding. The
number of shares of class B common stock that may be sold is calculated based
upon the current conversion rate of 11.2048 shares of class B common stock per
$1,000 principal amount at maturity of a debenture. The table of selling
securityholders, as amended to date, may reflect the names of certain selling
securityholders who are transferees of the debentures beneficially held by other
selling securityholders previously identified in the table. As a result, the
totals of the amounts listed under the headings "Principal Amount at Maturity of
Debentures That May Be Sold" and "Number of Shares of Class B Common Stock That
May Be Sold" in the table, as amended to date, may exceed the actual aggregate
principal amount at maturity of debentures and the number of shares of class B
common stock issuable upon conversion of such debentures to which the
prospectus, as amended by this prospectus supplement, relates.



                               Principal Amount at       Percentage of     Number of Shares of
                              Maturity of Debentures       Debentures     Class B Common Stock
             Name                That May Be Sold         Outstanding       That May Be Sold
             ----                ----------------         -----------       ----------------
                                                                 
Goldman Sachs & Company ....        $1,000,000                 *                 11,204


____________________
* Less than 1%.


           The date of this prospectus supplement is April 18, 2002.