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 and March 22, 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
                    ----                            ----------------          -----------        ----------------
                                                                                         
Merrill Lynch, Pierce, Fenner & Smith,
  Incorporated..............................            $4,100,000                 *                  45,939



- --------------------
*  Less than 1%.


            The date of this prospectus supplement is April 4, 2002.