Universal Health Services (UHS)

Item 1.02 Termination of a Material Definitive Agreement.

On March 11, 2005, the Committee approved the repurchase and cancellation of 319,340 restricted shares of Class B Common Stock granted to Alan B. Miller on September 30, 2002 based on the Company’s failure to achieve performance criteria required under the terms of the original grant of such restricted stock.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 1.02 Termination of a Material Definitive Agreement.

On March 4, 2005, the Company terminated its Credit Agreement, dated as of December 13, 2001, with JP Morgan Chase Bank N.A., as Administrative Agent, Bank of America N.A., as Syndication Agent and First Union National Bank and Fleet National Bank, as Co-Documentation Agents. This credit agreement provided for a $400 million, unsecured, non-amortizing, revolving line of credit and included a $50 million sublimit for letters of credit. The interest rate on borrowings was determined at the Company’s option at the prime rate, certificate of deposit rate plus .925% to 1.275%, Euro-dollar plus .80% to 1.150% or a money market rate. A facility fee ranging from .20% to .35% is required on the total commitment. The margins over the certificate of deposit, the Euro-dollar rates and the facility fee were based upon the Company’s leverage ratio.

Simultaneous with the termination of this credit agreement, the Company entered into the Credit Agreement described in Item 1.01 of this Current Report on Form 8-K.