SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE 13G



Under the Securities Exchange Act of 1934

(Amendment No. 4)*



                     Name of Issuer:  Universal Health Sevices,
Inc.



          Title of Class of Securities:  Common Stock CL B, Par
$.01  



                            CUSIP Number:  913903100



*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.



The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).









CUSIP No. 913903100                     



1.  NAME OF REPORTING PERSON

    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON



Firstar Corporation



2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*



(a)  [ ]

(b)  [x]



3.  SEC USE ONLY







4.  CITIZENSHIP OR PLACE OF ORGANIZATION



State of organization:  Wisconsin



NUMBER OF    5.  SOLE VOTING POWER



 SHARES          507,225



BENEFICIALLY 6.  SHARED VOTING POWER



  OWNED BY       1,054,350



    EACH     7.  SOLE DISPOSITIVE POWER



  REPORTING      507,225



   PERSON    8.  SHARED DISPOSITIVE POWER



    WITH         1,058,850



9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



1,566,075 shares



10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*



[ ]



11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9



5.2%



12.  TYPE OF REPORTING PERSON*



IA





Item 1(a).  Name of Issuer:



Universal Health Services, Inc.



Item 1(b).  Address of Issuer's Principal Executive Offices:



367 S. Gulph Rd.

King of Prussia, PA 19406 



Item 2(a).  Name of Person Filing:



Firstar Corporation 



Item 2(b).  Address of Principal Business Office or, if none,
Residence:



777 E. Wisconsin Avenue

Milwaukee, Wisconsin 53202



Item 2(c).  Citizenship:



State of organization:  Wisconsin



Item 2(d).  Title of Class of Securities:



Common Stock CL B, Par $.01    



Item 2(e).  CUSIP Number:



913903100



Item 3.  If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:



(a)  [ ]  Broker or Dealer registered under section 15 of the Act



(b)  [ ]  Bank as defined in section 3(a)(6) of the Act



(c)  [ ]  Insurance Company as defined in section 3(a)(19) of
the Act



(d)  [ ]  Investment Company registered under section 8 of the
Investment Company Act



(e)  [ ]  Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940



(f)  [ ]  Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income of 1974 or
Endowment Fund; see 240.13d-1(b)(1)(ii)(F)



(g)  [X] Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G)  (Note:  See Item 7)



(h)  [ ]  Group in accordance with 240.13d-1(b)(1)(ii)(H)



Item 4.  Ownership:



(a)  Amount Beneficially Owned as of December 31, 1998:



1,566,075 shares



(b)  Percent of Class:



5.2% 



(c)  Number of Shares as to which such person has:



(i)  sole power to vote or to direct the vote:



507,225



(ii)  shared power to vote or to direct to the vote:



1,054,350



(iii)  sole power to dispose or to direct the disposition of:



507,225



(iv)  shared power to dispose or to direct the disposition of:



1,058,850



Item 5.  Ownership of Five Percent or Less of a Class.



If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].



Item 6.  Ownership of More than Five Percent on Behalf of
Another Person.



Other persons are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, shares beneficially owned by the filing
person.  Except for any person identified immediately below,
such rights do not extend to shares constituting more than 5% of
the class.



None



Item 7.  Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.



Not Applicable



Item 8.  Identification and Classification of Members of the
Group.



Not Applicable



Item 9.  Notice of Dissolution of Group.



Not Applicable



Item 10.  Certification.



Not Applicable



Signature.



After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.



Date:  February 12, 1999



FIRSTAR CORPORATION







By:  /s/ Jennie Carlson



Name/Title: Jennie Carlson, Senior Vice President General
Counsel and Secretary