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 and November 29, 2000)


                                  $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 and November 29, 2000
(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, 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.  The table of selling
securityholders in the prospectus is hereby amended to include the entities who
are named below as selling securityholders, and 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 Maturity      Percentage of        Number of Shares of
                                                     of Debentures That May Be          Debentures       Class B Common Stock That
                       Name                                      Sold                   Outstanding             May Be Sold
                       ----                          -----------------------------     --------------    -------------------------

                                                                                                
Bank Austria Cayman Island.........................          $ 10,900,000                   1.86%                   61,066
Ramius Capital Group Holdings Ltd..................             2,500,000                      *                    14,006
RCG Latitude Master Fund...........................               500,000                      *                     2,801
Any other holder of debentures or future
  transferee, pledgee, donee or successor of any
  holder...........................................           112,965,000                  19.24%                  632,875
      Total........................................          $586,992,000                 100.00%                3,288,500**
                                                             ============                 ======                 =========

_____________

*   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 December 13, 2000.