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

PROSPECTUS SUPPLEMENT
(to 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 and July 5,
2001)

                                  $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 and July 5, 2001 (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 provides certain information with respect to the
principal amount at maturity of debentures beneficially owned by entities who
were not identified in the prospectus as selling securityholders and entities
who were identified as selling securityholders in the prospectus for whom the
information set forth in the prospectus has changed, 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 in the prospectus is hereby amended to amend the information
provided for "Any other holder of debentures or future transferee, pledgee,
donee or successor of any holder" and "Total" in the table of selling
securityholders in the prospectus.



                                                    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
                      ----                            ----------------        -----------        ----------------
                                                                                      
First Union Securities Inc. ....................        $  1,750,000                  *                19,608
Lutheran Brotherhood ...........................        $  3,000,000                  *                33,614
Any other holder of debentures or future
  Transferee, pledgee, donee or successor of any
  Holder .......................................          33,746,000               5.75%              378,117
     Total .....................................        $586,992,000             100.00%            6,577,051**
                                                        ============             ======             =========

- -------------
*   Less than 1%.
**  Total differs from the amount registered due to the rounding down of
    fractional shares of class B common stock issuable to each selling
    securityholder upon conversion of the debentures.

            The date of this prospectus supplement is July 12, 2001.