8-K

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                                    FORM 8-K
                                 CURRENT REPORT


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                   TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                         UNIVERSAL HEALTH SERVICES, INC.
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             (Exact name of registrant as specified in its charter)

         DELAWARE                           1-10765                23-2077891
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(State or other jurisdiction of           (Commission           (I.R.S. Employer
Incorporation or Organization)            file number)       Identification No.)

                           UNIVERSAL CORPORATE CENTER
                              367 SOUTH GULPH ROAD
                       KING OF PRUSSIA, PENNSYLVANIA 19406
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               (Address of principal executive office) (Zip Code)

        Registrant's telephone number, including area code (610) 768-3300





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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On June 18, 2002, Universal Health Services, Inc. (the "Company")
informed its independent accountants, Arthur Andersen LLP ("Andersen"), that
they would be dismissed effective as of June 18, 2002.

         The reports of Andersen on the Company's financial statements for the
years ended December 31, 2001 and 2000, did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During its audits for the fiscal year
ended December 31, 2001 and 2000, and for the subsequent interim period through
the date of this Form 8-K, (i) there were no disagreements with Andersen on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to Andersen's
satisfaction, would have caused Andersen to make reference to the subject matter
of such disagreements in their reports, and (ii) there have been no reportable
events as defined in Item 304 (a) (1) (v) of Regulation S-K.

         The Company's Board of Directors, upon the recommendation of the Audit
Committee, authorized the dismissal of Andersen and appointment of KPMG LLP. The
Company has retained KPMG LLP as its independent accountants, effective June 18,
2002.

         Pursuant to Item 304 (a) (3) of Regulation S-K, the Company has
requested Andersen to furnish it a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements. A copy
of that letter is filed as an Exhibit to this Form 8-K.

         During the Company's two most recent fiscal years, and for the
subsequent interim period through the date of this Form 8-K, neither the Company
nor anyone acting on behalf of the Company consulted with KPMG LLP regarding any
of the items described in Item 304 (a) (2) of Regulation S-K.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

Exhibit

16.1     Letter from Andersen to the Securities and Exchange Commission dated
         June 18, 2002.



                                   Signatures

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

                                    Universal Health Services, Inc.


Date:  June 18, 2002                       By:  /s/  Kirk E. Gorman
                                                -------------------------------
                                                Kirk E. Gorman
                                                Senior Vice President and
                                                Chief Financial Officer

EX-16.1

                           ARTHUR ANDERSEN LETTERHEAD


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549


June 18, 2002


Dear Sir/Madam:

We have read the first four paragraphs of Item 4 included in the Form 8-K date
June 18, 2002 of Universal Health Services, Inc. to be filed with the Securities
and Exchange Commission and are in agreement with the statements contained
therein.

Very truly yours,


/S/ ARTHUR ANDERSEN LLP



cc: Mr. Kirk E. Gorman, Senior Vice President and Chief Financial Officer
    Universal Health Services, Inc.