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					UNIVERSAL
                           EXCELLENCE
       I N C .
       S E R V I C E S ,
       H E A L T H
       U N I V E R S A L




                               FOR ALL THE RIGHT REASONS




                              A N N U A L   R E P O R T   2 0 0 4
        CORPORATE
              PROFILE

         Universal Health Services, Inc. is one of the

largest and most experienced hospital management

companies in the nation. We have focused our efforts

on managing acute care hospitals, behavioral health

hospitals, and ambulatory surgery and radiation

oncology centers.

         We believe hospitals will remain the focal point

of the health care delivery system. We have built our

success by remaining committed to a program of rational

growth around our core businesses and seeking

opportunities complementary to them. The future of

our industry remains bright for those whose focus is

providing quality health care on a cost-effective basis.




 Index


 Financial Highlights..................................................    1

 Shareholders Letter...............................................       2-3

 Acute and Behavioral Facilities .......................               4-14

 Financial Results.................................................. 15-95

 Directory of Hospitals.....................................          96-97

 Board of Directors............................................           98

 Officers/Corporate Information................................           99
                         FINANCIAL
                                HIGHLIGHTS

                                                                                               PERCENTAGE
         YEAR ENDED DECEMBER 31                 2004                            2003             CHANGE                  2002

         NET REVENUES                    $ 3,938,320,000              $ 3,391,506,000             16%            $ 2,991,919,000
         NET INCOME                        $   169,492,000            $    199,269,000           -15%            $     175,361,000
         EARNINGS PER SHARE (DILUTED)      $              2.75        $                 3.20     -14%            $                  2.74



         PATIENT DAYS                            2,827,859                      2,509,408         13%                       2,338,377
         ADMISSIONS                                440,934                         397,984        11%                        372,415
         AVERAGE NUMBER OF LICENSED BEDS            11,458                          10,119        13%                              9,636




                   Net Revenues                              Earnings Per Share                                  Admissions
                    (in millions)                                      (diluted)                                 (in thousands)

$4,000                                            $3.40                                          460



$3,500                                            $2.98                                          403



$3,000                                            $2.55                                          345



$2,500                                            $2.13                                          288



$2,000                                            $1.70                                          230



$1,500                                            $1.28                                          173



$1,000                                             $.85                                          115



 $500                                              $.43                                           58



   $0                                               $0                                            $0
              00    01   02    03   04                           00   01   02      03   04                  00    01   02     03     04




                                                                                                                                           1
    TO OUR SHAREHOLDERS
     The results this past year did         In the past, hospitals could      Uncommon Strengths
     not meet our expectations.         reach their revenue goals by
     While revenues, admissions,        building patient volume. This,        While UHS is subject to
     and development activity           too, has become more diffi-           the current challenges of
     were robust, earnings did not      cult as physicians have grown         the hospital management
     keep pace with our 2003 results.   increasingly competitive with         industry, we have uncommon
         Net revenues for the year      hospitals by establishing             strengths that will help us
     ended December 31, 2004,           limited-service “specialty”           weather these challenges
     were $3.9 billion, a 16%           hospitals, outpatient surgery         better than many of our
     increase from the prior year.      centers, diagnostic centers,          peers. They include:
     Net income for the year,           and other facilities that tend             • Geographic Positioning:
     though, decreased 15 percent       to attract the more profitable        UHS currently operates facilities
     from 2003 to $169 million or       patients from existing acute          in 24 states, the District of
     $2.75 per share (diluted). By      care facilities.                      Columbia, Puerto Rico and
     year-end 2004, shareholders’           As a result of these              France. Our strategy of
     equity increased 12% to $1.2       trends, acute care hospitals          locating in areas of above-
     billion and long-term debt         are facing a more competitive         average population growth
     declined to $852 million.          environment in which to               offers the potential for
         The past year has been a       operate.                              better admissions growth
     challenging one for both UHS           Despite these recent              over the long term.
     and America’s hospital industry.   challenges, the hospital                   • Dominant Local
         Throughout the nation,         management industry remains           Franchises: UHS hospitals are
     hospitals have experienced         fundamentally sound, with             market leaders, with 94 percent
     a surge in bad debt and            predictable and growing               of our facilities ranking first
     charity care as the number of      demand, limited technology            or second in their respective
     uninsured patients continued       risk, high cash flow generation,      markets.
     to rise. UHS’s acute care bad      and a position at the center               • Growth-Oriented
     debt has grown to almost           of our health care delivery           Investments: UHS continues
     ten percent of our total           system.                               to invest in new facilities and
     revenue, slightly less than            In addition, long-term            technologies that attract more
     the industry average, but          demographic trends are                patients and health care
     still a significant increase.      favorable for the industry.           professionals. In the past year,
     With increased employment          The 50+ age group is the              we have built new facilities
     in the nation, we expect bad       fastest-growing segment of            or significant addtions at
     debt expense to stabilize in       the U.S. population, increasing       several of our hospitals, and
     2005. Still, indigent patients     at more than triple the rate of       have added new technologies
     and other forms of non-pay-        the 20-34 age group. And              such as the Picture Archival
     ment will continue to repre-       as people age, the number             Communication System
     sent a challenging issue for       of annual days they spend             (PACS), which allows radiology
     hospitals, which, at times, are    in the hospital steadily increases,   images to be viewed via
     obligated to provide services      rising from approximately 565         personal computers.
     regardless of an individual’s      per 1000 population in the                 • Premier Reputation:
     ability to pay.                    45-64 age category, to 1469 in        UHS has earned an outstand-
         Additionally, changes          the 65-74 year-old category, to       ing reputation for providing
     in benefit plan design             more than 3700 in the 85+             high-quality health care at a
     have shifted more of the           category. As a result, the            reasonable cost – and for
     financial burden for payment       acute care hospital industry is       being an excellent corporate
     of hospital bills to the           expected to experience an             citizen. We continue to
     employee or the consumer.          increase in demand from this          strengthen this reputation
     These changes have served          aging population for many             through our vigorous quality
     to reduce demand at hospitals      years to come.                        initiatives.
     throughout the country.




2
    • Strong Financial               unable to admit patients due       nurses and other personnel.
Position and Cash Flow:              to a shortage of beds in               We plan to maintain
UHS remains one of the only          certain programs.                  the steady course that has
investment-grade credit rated            To address this situation,     served us so well for more
companies in the hospital            our Behavioral Health Division     than a quarter-century. That
management industry. And             has undertaken an aggressive       is, we will continue to deliver
we have consistently used            effort to increase its capacity.   quality health care at a
our strong cash flow to make         Our design and construction        reasonable cost, focusing on
strategic acquisitions and           teams are working hard to          markets with above-average
reinvest in our facilities.          fast-track this important          population growth. And, we
                                     initiative. Over the next three    will continue to invest in our
  Awards and Recognition             years we will be adding close      facilities and our people so
                                     to 600 beds.                       that our hospitals will be the
The many strengths of UHS                This will include new          preferred providers in their
have not gone unnoticed              capacity at Lakeside Behavioral    respective communities.
within the health care industry      Health System in Memphis,              We believe that this
and the financial community.         Tennessee; North Star              course offers our company
    UHS has been named               Behavioral Health System in        and its shareholders the best
one of the best big companies        Palmer, Alaska; The BridgeWay      prospects for long-term
in America for profitability and     Hospital in North Little Rock,     growth and profitability.
growth by the FORBES                 Arkansas; and Two Rivers               We thank you for being
Platinum List of 400 in 2003         Psychiatric Hospital in Kansas     our shareholders, and pledge
and 2004. And, our company           City, Missouri.                    to do everything possible to
was named one of the “100                In our Acute Care Division,    achieve positive results on
Best Places to Work in IS” by        the Fort Duncan Medical            your behalf in the months and
ComputerWorld magazine in            Center, Centennial Hills           years ahead.
1997, 1998, and again in 2004.       Hospital, Temecula Hospital,
    Our individual hospitals         and Palmdale Regional Medical
also continued to win recognition.   Center are just a few of the
For example, in its annual           major projects that are under-
ranking of the nation’s “100         way to meet increasing
Top Hospitals,” Modern               demand in the years ahead.
Healthcare magazine listed               In addition, our 2004
Wellington Regional Medical          acquisitions such as Corona
Center, our facility in West         Regional Medical Center in
Palm Beach, Florida, for the         Corona, California; Pendleton
third consecutive year.              Methodist Memorial Hospital
                                     and Lakeland Medical Center
  Investing In Our Future            in New Orleans; Stonington
                                     Institute in Stonington,
With confidence in the future        Connecticut; and four
of our company and our               behavioral facilities in
industry, UHS continues to           Georgia, Arkansas, Kentucky,
build new capacity and new           and Nevada, further enhance
services nationwide.                 our ability to serve more
    For instance, the demand         patients nationwide.
for behavioral health care
nationwide has significantly             A Steady Course
increased over the past
several years, yet the number        To manage in the current               Alan B. Miller
of beds per capita has               environment, UHS has                   Chairman of the Board
declined. At UHS behavioral          continued to focus on
                                                                            President and Chief
health facilities, occupancy         expansion, service, cost
                                                                            Executive Officer
exceeded 80 percent in 2004,         control, and the recruitment
and some facilities have been        and retention of qualified




                                                                                                          3
    In September, 2004,

    UHS completed

    construction of

    Lakewood Ranch

    Medical Center, a

    120-bed acute care

    hospital in Bradenton,

    Florida – part of the

    Manatee Healthcare

    System.




                      LAKEWOOD RANCH
                            MEDICAL CENTER
                              ACUTE CARE DIVISION          •   Building or acquiring      Examples of all of these

                                                           hospitals in areas of          strategic pillars can be

                                 The past year was         above-average population       found in the highlights

                             not an easy one in the        growth                         of 2004.

                             hospital management           •   Continually investing

                             industry. But UHS is          in our existing hospitals       Expanding Our Portfolio
                             meeting the challenges        through new facilities,

                             of this difficult environ-    technologies, and health       Targeted acquisitions are a

                             ment, and is positioned       care services                  core component
                                                                                                                Lakewood Ranch
                             for continued growth.         •   Delivering high-quality    of the UHS
                                                                                                                offers state-of-the-art
                                 UHS holds a strong        care to all patients           strategy. We          technology and

                                                           •   Creating regional health   completed two         personalized
                             position as America’s
                                                                                                                patient care.
                             third-largest hospital        care networks in

                             management company,           order to become

                             with more than 40 acute       a dominant

                             care facilities located in    provider within

                             the United States and         the community

                             France. And in 2004,          •   Building

                             our consistent hospital       strong relation-

                             management strategy           ships with

                             continued to yield positive   communities

                             results. This strategy        and health care

                             focuses on:                   professionals




4
important acquisitions        testing, rehabilitation,        of construction and

in 2004, both in areas of     and geriatric behavioral        expansion projects at its

strong population growth.     health center. Methodist        existing acute care hospi-

    In January, we acquired   is just ten miles from          tals across the country.

Corona Regional Medical       our Chalmette Medical               At Fort Duncan

Center, a 228-bed hospital    Center, and the two             Medical Center in Eagle

in Corona, California, near   hospitals will benefit          Pass, Texas, for example,

Los Angeles.                  from sharing resources,         we broke ground on a $40

    Also in January, we       group purchasing, and           million project to replace

acquired a 90 percent         other operating efficiencies.   the existing hospital with

interest in both Pendleton                                    an entirely new facility.

Memorial Methodist             Building for the Future            In the Eastern region,

Hospital, a 306-bed acute                                     a new patient tower was

care facility in East New     To meet increasing              completed at Wellington

Orleans, Louisiana; and       demand and enhance the          Regional

Lakeland Medical Pavilion,    quality of care, UHS also       Medical
                                                                             The future look of
its affiliated outpatient     engaged in a wide range         Center
                                                                             Fort Duncan Medical

                                                                             Center, Eagle Pass, TX




FORT DUNCAN
    MEDICAL CENTER




                                                                                                   5
    Leading the way through professionalism
    and compassion, Kathy Kerfoot, Quality
                                                                                                      Improving Care
    Manager of St. Mary’s Regional Medical                                                          Through Technology
    Center, received a 2004 Oklahoma
    Hospital Association Quality Professional                                                   Technology plays a vital
    Award for her distinguished leadership                                                      role in improving the
    and guidance in quality initiatives
                                                                                                quality and efficiency of
    at the hospital.
                                                                                                health care – while reducing

                                                                                                overall costs. And UHS
                                  Kathy Kerfoot, CPHQ, Quality Manager of St. Mary’s Regional
                                                                                                is one of the industry’s
                                  Medical Center, Enid, Oklahoma.
                                                                                                leading innovators in the

                                                                                                use of important new
                       in West Palm Beach,                      room for patients who           medical technologies.
                       Florida, and another patient             have been exposed to a             For example, the
                       tower is under develop-                  hazardous substance.            Picture Archival
                       ment at Manatee Memorial                      Also in Las Vegas,         Communication System
                       Hospital in Bradenton,                   planning has begun for          (PACS) enables medical
                       Florida.                                 construction of Centennial      professionals to view
                           Bradenton is also the                Hills Hospital in the north-    radiology images such
                       site of Lakewood Ranch                   western corner of the city.     as x-rays, CAT scans,
                       Medical Center, a brand-                 This 176-bed facility will be   and magnetic resonance
                       new, 120-bed acute care                  the fifth member of our         imaging (MRI) images
                       hospital and the newest                  large and growing network       through any personal
                       member of the Manatee                    in the greater Las Vegas        computer. As a result, it
                       Healthcare System.                       region, which remains the       allows more efficient
                           In the Western region,               nation’s fastest-growing        diagnosis and treatment,
                       at Valley Hospital Medical               major metropolitan area.        regardless of where
                       Center in Las Vegas, we

                       opened an expanded

                       emergency critical care

                       center that includes a total

                       of 54 beds. This state-of-                                                  Frank Lopez was the
                       the-art facility comprises                                                  CEO of the award-winning
                                                                                                   St. Mary’s Regional
                       two major treatment rooms
                                                                                                   Medical Center until his
                       for patients with cardiac or
                                                                                                   recent promotion to CEO
                       respiratory distress, a rapid
                                                                                                   of Northwest Texas
                       treatment room, new                                                         Healthcare System in
                       onsite x-ray equipment,                                                     Amarillo, Texas

                       and a decontamination




6
patients and physicians      Center, and Spring        economies of scale.

are located.                 Valley Medical Center.       We also used our

   A growing number                                    purchasing power to

of existing UHS hospitals      Managing Costs          negotiate the most favor-

have implemented the                                   able terms with the leading

PACS system, including       With revenues under       regional and national

Aiken Regional Medical       pressure industry-wide,   managed care providers.

Centers, Northwest Texas     UHS worked even harder

Healthcare System,           to control costs.            Focusing on Business
The George Washington           Because of our                Development
University Hospital in       nationwide presence,

Washington, D.C.,            UHS benefits from         Throughout
                                                                               UHS acquired a 90%
Manatee Memorial             volume purchasing,        our network
                                                                               interest in Pendleton
Hospital, Lakewood           national contracts,       of acute care
                                                                               Memorial Methodist
Ranch, Wellington            centralized technology    hospitals,
                                                                               Hospital in East New
Regional Medical             systems, and other        UHS has                 Orleans, LA.




                            METHODIST
                                   HOSPITAL




                                                                                                       7
 Kevin DiLallo, CEO of Wellington
 Regional Medical Center, West Palm
                                                                         believe that it will result in
 Beach, Florida. Wellington has
 again been selected as one of the                                       a higher quality of care to

 nation’s 100 Top Hospitals. “It is a                                    every patient.
 tribute to the quality of our hospital’s                                    The UHS Acute Care
 management team, employees and
                                                                         Division comprises an
 medical staff”, says DiLallo.
                                                                         exceptional group of

                                                                         hospitals, staffed by a

                                                                         dedicated team of health

                                                                         care professionals. Its

                                                                         value is measured not

           energized its staff to support   we are expanding the         only in its continued flow

           business development.            list of services available   of strong revenues and

               For example, we              in order to better meet      profits, but in the thousands

           are working to further           the needs of each local      of lives it enhances every

           strengthen our relationships     community.                   day of the year.

           with medical professionals           We believe that this

           by offering the services         new focus will help UHS
                                                                                      To meet rapidly-rising
           and facilities that help         become an even stronger                   demand, UHS has begun

           them achieve their patient       presence in the communi-                  construction of a new

           care goals. In addition,         ties it serves. And we                    patient tower at Manatee

                                                                                      Memorial Hospital.




MANATEE MEMORIAL
           HOSPITAL
     LAKESIDE
                  BEHAVIORAL HEALTH SYSTEM




                                                                                        The all-new facility at

                                                                                        Lakeside Behavioral
       BEHAVIORAL             occupancy running            to geriatrics, adults,
                                                                                        Health System
    HEALTH DIVISION           at 80 percent of capacity    adolescents, and children,
                                                                                        accommodates 110
                              in 2004, the Behavioral      on a 37-acre campus.         adult patient beds.

UHS operates the largest      Health Division continued    Specialty programs include

behavioral health group of    to add new capacity to       an impaired professionals

any hospital management       its existing facilities.     program, a dual diagnosis

company in the United             Examples of this         residential treatment

States, with a total of 49    strategy include:            program for adolescents

facilities from Connecticut                                ages 12-17, a nationally

to Alaska.                        Lakeside Behavioral      recognized inpatient

   In 2004, our network              Health System         suicide prevention

of behavioral hospitals                                    program, and two trauma

continued to grow, through    At Lakeside Behavioral       programs for adults and

expansions, acquisitions,     Health System in             adolescents.

strong admissions, and        Memphis, Tennessee,              In addition, Lakeside

the consistent pursuit of     we replaced an aging         offers assessment/referral

quality care.                 facility with a new,         and intensive outpatient

                              state-of-the-art building.   services in two satellite

    Expanding to Meet             Lakeside is now a        locations, and operates

      Rising Demand           204-bed hospital that        two county alternative

                              provides psychiatric and     schools and a private

With same-store admis-        chemical dependency          school. Lakeside also

sions up six percent and      treatment services           provides mobile




                                                                                                              9
                           THE BRIDGEWAY
                                                                 HOSPITAL
                            assessment services for          patients resolve a wide         three-facility North Star

                            nine hospital emergency          range of behavioral health      Behavioral Health System.

                            departments.                     problems. Its inpatient             With 137 treatment

                                                             and outpatient services         beds, North Star is already

                                The BridgeWay Hospital       include programs for            Alaska’s largest behavioral

                                                             adults, children/adolescents,   health provider, public or

                            At the BridgeWay Hospital        neurobehavioral care, and       private, and is growing

                            in North Little Rock,            drug/alcohol treatment.         quickly. In Anchorage,

                            Arkansas, UHS recently               UHS also operates           North Star’s hospital offers

                            added 28 new patient             the Rivendell Behavioral        74 beds, while our nearby

                            beds to the existing facility.   Health Services of              residential treatment center

                            Nestled in a lush wooded         Arkansas, in Benton, which      offers 34 beds. In Palmer,

                            area, The BridgeWay is           is currently planning to add    North Star’s residential

                            now a 98-bed private             an adult treatment program.     treatment center recently

                            psychiatric hospital that                                        added 20 new beds,

                            has earned a reputation for         North Star Behavioral        more than tripling its

                            excellence in helping                   Health System            previous capacity to 29.

                                                                                                 Through these

                                                             Alaska is a market of           outstanding facilities,

Located in North Little Rock, Arkansas,                      increasing importance for       North Star provides a
The BridgeWay Hospital offers a full range of                UHS, which operates the         comprehensive range of
psychiatric and substance abuse treatment

services for children, adolescents and adults.

The hospital recently added 28 patient beds.


10
 behavioral health services         The services at                 • Rivendell Behavioral

 for youth, ages 5 through      Two Rivers include an                 Health Services of

 17, including crisis           adolescent psychiatric                Arkansas, Benton,

 evaluation, acute hospital     program, dual diagnosis               Arkansas

 stabilization, and long-term   for substance abuse                 • Rivendell Behavioral

 residential treatment.         combined with other                   Health Services of

                                disorders, outpatient                 Kentucky, Bowling

         Two Rivers             programs, a program for               Green, Kentucky

     Psychiatric Hospital       survivors of post-traumatic         • Spring Mountain

                                stress, a neurobehavioral             Treatment Center,

 At Two Rivers Psychiatric      program, and a traumatic              Las Vegas, Nevada.

 Hospital in Kansas City,       grief program.                      Each of the facilities

 Missouri, UHS has                                              has a long, proud history

 completed an expansion          High-Quality Acquisitions      of providing quality care

 of 25 beds, bringing the                                       in its respective market.

 total to 105.                  In 2004, UHS acquired five      And we plan to continue

     Known for its excellence   behavioral health facilities:   their traditions of

 in comprehensive behavioral        • Stonington                excellence by

 health care, Two Rivers             Institute, Stonington,     investing in ongoing
                                                                                             North Star
 Hospital offers multidisci-         Connecticut                improvements to
                                                                                             Behavioral Health
 plinary treatment in a             • Coastal Harbor            their facilities and         System is Alaska’s

 tranquil environment that           Treatment Center,          services.                    largest behavioral

                                                                                             health provider –
 ensures safety and security.        Savannah, Georgia
                                                                                             and growing.




NORTH STAR
                 BEHAVIORAL HEALTH SYSTEM
                         Keys to Success         employ proven approaches             Decentralized Management:

                                                 that achieve real results            UHS employs a decentral-

                UHS has established an           for our patients. As a               ized approach to hospital

                exceptional track record         result, we have earned the           management, allowing

                of profitable growth in          trust of patients, families,         local executives to make

                the behavioral health            and professionals in the             the right decisions for their

                category, which is widely        communities we serve.                facilities. For example,

                regarded as one of the               Individualized                   key decisions regarding

                most challenging areas           Treatment: To UHS,                   services, treatment

                of the health care market.       every patient is a unique            modalities, and staffing

                The keys to our                  individual who deserves              levels are made primarily

                success include:                 fully personalized                   at the hospital level, with

                     Quality Programs: At        attention. Our professionals         UHS headquarters staff

                each of its facilities, UHS is   take the time to understand          providing support and

                committed to delivering          the needs of each patient            guidance as needed. We

                behavioral health services       before prescribing and               believe that this approach

                of the highest quality.          administering treatment.             results in an entrepreneurial

                Our innovative programs          By doing so, we help                 management style, greater

                address a wide range of          increase the likelihood of           creativity, and the optimum

                behavioral issues, and           a positive outcome.                  quality of care for each




                                                                      Barry Pipkin oversees 11 UHS behavioral

                                                                      health facilities in the southern U.S., where

                                                                      demand is so strong that new beds are
     Barry Pipkin, Regional

     Vice President, UHS                                              100% filled within weeks – and even days –
     Behavioral Health
                                                                      of their availability.
     Division




12
                                                                                              Two Rivers

                                                                                              Psychiatric Hospital

                                                                                              in Kansas City,

                                                                                              Missouri, offers

                                                                                              multidisciplinary

                                                                                              treatment to

                                                                                              adolescents and

                                                                                              adults.




  TWO RIVERS
                                        PSYCHIATRIC HOSPITAL
community. In addition,             Best Practices: UHS             Effective Cost Control:

it allows our facilities to     openly shares “best             Like our Acute Care

adapt more quickly to           practices” throughout its       Division, the Behavioral

changing conditions in          network of behavioral           Health Division takes

their markets.                  health care facilities. Staff   advantage of corporate

    Stable Leadership:          members nationwide are          purchasing discounts and

Perhaps because of our          encouraged to identify          other measures that help

entrepreneurial approach,       and communicate those           keep our total costs below

UHS is fortunate to have        programs, treatments,           industry averages.

outstanding managers at         and other management                In 2005, UHS plans to

its behavioral health           practices that yield the        continue applying these

facilities with exceptionally   best results, so that all       proven strategies to

long tenures. This results      of our facilities can           ensure the future growth

in long-term decision-          benefit from our growing        and profitability of its

making and consistency          knowledge base.                 exceptional Behavioral

of leadership.                                                  Health Division.




                                                                                                                  13
            Looking Ahead
                                   patients and health care

     After 25 years in a           professionals who have

     dynamic and ever-             experienced the UHS
                                                                UHS continues to grow by
     changing industry, UHS        style of caring. And we
                                                                recognizing that the smallest
     recognizes that challenges    enjoy the support of the
                                                                details of health care are
     will always be an integral    communities we serve.
                                                                often the most important.

     part of hospital

     management.

     And our strategy

     and management

     style are

     designed to help

     our company

     adapt to virtually

     any challenge –

     while remaining

     true to our core

     principles.



         We face the current

     industry conditions from

     our strongest position

     ever, with an unmatched          While there are

     portfolio of high-quality     no guarantees in any

     hospitals, an exceptionally   business, we are confident

     solid balance sheet, and      that UHS will continue

     a team of dedicated           to meet the needs of

     professionals that is         patients, partners,

     unequaled in the industry.    communities, and

                                   shareholders for many

         We also enjoy a           years to come.

     tremendous reserve of

     goodwill among the




14
                                          Director y of Hospitals and Centers




     A C U T E C A R E H O S P I TA L S          Lakeland Medical Pavilion,
                                                 a Campus of Methodist Hospital       Southwest Healthcare System
     Aiken Regional Medical Centers              New Orleans, Louisiana               Rancho Springs Campus
     Aiken, South Carolina                       54 beds                              Murrieta, California
     225 beds                                                                         96 beds
                                                 Lakewood Ranch Medical Center
     Auburn Regional Medical Center              Bradenton, Florida                   Spring Valley Hospital Medical Center
     Auburn, Washington                          120 Beds                             Las Vegas, Nevada
     149 beds                                                                         176 beds
                                                 Lancaster Community Hospital
     Central Montgomery Medical Center           Lancaster, California                Summerlin Hospital Medical Center
     Lansdale, Pennsylvania                      117 beds                             Las Vegas, Nevada
     150 beds                                                                         274 beds
                                                 Manatee Memorial Hospital
     Chalmette Medical Center                    Bradenton, Florida                   Valley Hospital Medical Center
     Chalmette, Louisiana                        319 beds                             Las Vegas, Nevada
     195 beds                                                                         409 beds
                                                 McAllen Medical Center and
     Corona Regional Medical Center              McAllen Heart Hospital               Wellington Regional Medical Center
     Corona, California                          McAllen, Texas                       West Palm Beach, Florida
     228 beds                                    633 beds                             143 beds
     Desert Springs Hospital                     Methodist Hospital
     Las Vegas, Nevada                           New Orleans, Louisiana               B E H AV I O R A L H E A LT H C E N T E R S
     346 beds                                    306 beds
                                                                                      Anchor Hospital
     Doctors’ Hospital of Laredo                 Northern Nevada Medical Center       Atlanta, Georgia
     Laredo, Texas                               Sparks, Nevada                       84 beds
     180 beds                                    100 beds
                                                                                      The Arbour Hospital
     Edinburg Regional Medical Center            Northwest Texas Healthcare System    Boston, Massachusetts
     Edinburg, Texas                             Amarillo, Texas                      118 beds
     169 beds                                    447 beds
                                                                                      The BridgeWay
     Fort Duncan Medical Center                  St. Mary’s Regional Medical Center   North Little Rock, Arkansas
     Eagle Pass, Texas                           Enid, Oklahoma                       98 beds
     77 beds                                     277 beds
                                                                                      The Carolina Center for Behavioral Health
     The George Washington University Hospital   Southwest Healthcare System          Greer, South Carolina
     Washington, D.C.                            Inland Valley Campus                 66 beds
     371 beds                                    Wildomar, California
                                                 80 beds                              Clarion Psychiatric Center
                                                                                      Clarion, Pennsylvania
                                                                                      74 beds
96
Community Behavioral Health                 The Pavilion                                    Clinique du Louvre
Memphis, Tennessee                          Champaign, Illinois                             Paris, France
50 beds                                     52 beds                                         20 beds
Costal Harbor Treatment Center              Peachford Behavioral Health System of Atlanta   Clinique du Trocadéro
Savannah, Georgia                           Atlanta, Georgia                                Paris, France
112 beds                                    184 beds                                        50 beds
Del Amo Hospital                            Pembroke Hospital                               Clinique Montréal
Torrance, California                        Pembroke, Massachusetts                         Carcassonne, France
166 beds                                    115 beds                                        125 beds
Fairmount Behavioral Health System          Provo Canyon School                             Clinique Notre Dame
Philadelphia, Pennsylvania                  Provo, Utah                                     Thionville, France
180 beds                                    242 beds                                        73 beds
Forest View Hospital                        Ridge Behavioral Health System                  Clinique Pasteur
Grand Rapids, Michigan                      Lexington, Kentucky                             Bergerac, France
62 beds                                     110 beds                                        96 beds
Fuller Memorial Hospital                    Rivendell Behavioral Health Services            Clinique Richelieu
South Attleboro, Massachusetts              of Arkansas                                     Saintes, France
82 beds                                     Benton, Arkansas                                73 beds
                                            77 beds
Glen Oaks Hospital                                                                          Clinique Saint Augustin
Greenville, Texas                           Rivendell Behavioral Health Services            Bordeaux, France
54 beds                                     of Kentucky                                     155 beds
                                            Bowling Green, Kentucky
Good Samaritan Counseling Center            72 beds                                         Clinique Villette
Anchorage, Alaska                                                                           Dunkerque, France
                                            River Crest Hospital                            117 beds
Hampton Hospital                            San Angelo, Texas
Westhampton, New Jersey                     80 beds                                         Hôpital Clinique Claude Bernard
100 beds                                                                                    Metz, France
                                            River Oaks Hospital                             224 beds
Hartgrove Hospital                          New Orleans, Louisiana
Chicago, Illinois                           126 beds                                        Polyclinique St. Jean
128 beds                                                                                    Montpellier, France
                                            Rockford Center                                 102 beds
The Horsham Clinic                          Newark, Delaware
Ambler, Pennsylvania                        72 beds
146 beds                                                                                    A M B U L AT O R Y S U R G E R Y C E N T E R S
                                            Roxbury
Hospital San Juan Capestrano                Shippensburg, Pennsylvania                      OJOS/Eye Surgery Specialists of Puerto Rico
Rio Piedras, Puerto Rico                    48 beds                                         Santurce, Puerto Rico
108 beds
                                            St. Louis Behavioral Medicine Institute         Goldring Surgical Center
HRI Hospital                                St. Louis, Missouri                             Las Vegas, Nevada
Brookline, Massachusetts
68 beds                                     Spring Mountain Treatment Center                Northwest Texas Surgery Center
                                            Las Vegas, Nevada                               Amarillo, Texas
KeyStone Center                             82 beds
Wallingford, Pennsylvania                                                                   Providence Surgical and Medical Center
119 beds                                    Stonington Institute                            Laredo, Texas
                                            North Stonington, Connecticut
La Amistad Behavioral Health Services       63 beds                                         Surgery Center at Wellington
Maitland, Florida                                                                           West Palm Beach, Florida
54 beds                                     Talbott Recovery Campus
                                            Atlanta, Georgia                                Surgery Center of Midwest City
Lakeside Behavioral Health System                                                           Midwest City, Oklahoma
Memphis, Tennessee                          Timberlawn Mental Health System
204 beds                                    Dallas, Texas                                   Surgical Arts Surgery Center
                                            124 beds                                        Reno, Nevada
Laurel Heights Hospital
Atlanta, Georgia                            Turning Point Care Center                       Surgical Center of South Texas
102 beds                                    Moultrie, Georgia                               Edinburg, Texas
                                            59 beds
The Meadows Psychiatric Center
Centre Hall, Pennsylvania                   Two Rivers Psychiatric Hospital                 R A D I AT I O N O N C O L O G Y C E N T E R S
101 beds                                    Kansas City, Missouri
                                            80 beds                                         Auburn Regional Center for Cancer Care
Meridell Achievement Center                                                                 Auburn, Washington
Austin, Texas                               Westwood Lodge Hospital
112 beds                                    Westwood, Massachusetts                         Cancer Institute of Nevada
                                            133 beds                                        Las Vegas, Nevada
The Midwest Center for Youth and Families
Kouts, Indiana                                                                              Carolina Cancer Center
58 beds                                     MÉDI-PARTENAIRES (Paris/Bordeaux)               Aiken, South Carolina
North Star Children’s Hospital              Clinique Ambroise Paré
Anchorage, Alaska                           Toulouse, France                                SPECIALIZED WOMEN’S
34 beds                                     198 beds                                        H E A LT H C E N T E R
North Star Counseling Centers               Clinique Bon Secours                            Renaissance Women’s Center of Edmond
Anchorage, Alaska                           Le Puy en Velay, France                         Edmond, Oklahoma
                                            96 beds
North Star Hospital
Anchorage, Alaska                           Clinique d’Aressy
74 beds                                     Pau, France
Palmer Residential Treatment Center         179 beds
Palmer, Alaska
29 beds                                     Clinique Bercy
                                            Charenton le Pont, France
Parkwood Behavioral Health System           92 beds
Olive Branch, Mississippi
112 beds

                                                                                                                                             97
                                    Board of Directors




                                                                                   Alan B. Miller   3, 4


                                                                                   Chairman of the Board,
                                                                                   President and
                                                                                   Chief Executive Officer




                           Leatrice Ducat         1, 2, 5


                           President and Founder,
                           National Disease Research
                           Interchange since 1980;
                           President and Founder,
                                                                                                             John H. Herrell   1, 2
                           Human Biological Data
                           Interchange since 1988;                                                           Former Chief Administrative
                           Founder, Juvenile Diabetes                                                        Officer and Member Board of
                           Foundation, National and                                                          Trustees, Mayo Foundation;
                           International Organization                                                        Rochester, MN




                            Robert H. Hotz         1, 3, 4, 5


                            Senior Managing Director,
                            Head of Investment
                            Banking, Head of the
                            Board of Directors Advisory
                            Service, Member of
                            the Board of Directors,
                            Houlihan Lokey Howard
                            & Zukin, New York, NY;
                            Former Senior Vice
                            Chairman,Investment                                                              Robert A. Meister 2
                            Banking for the Americas,                                                        Vice Chairman,
                            UBS Warburg, LLC, New                                                            Aon Group, Inc.
                            York, NY                                                                         West Palm Beach, FL




                                                                                                             John F. Williams, Jr.,
                                                                                                             M.D., Ed.D. 2, 5
                                                                                                             Provost and
                            Anthony Pantaleoni                  3, 4
                                                                                                             Vice President for
                            Of Counsel, Fulbright                                                            Health Affairs,
                            & Jaworski, L.L.P.                                                               The George Washington
                            New York, NY                                                                     University




     Committees of the Board:             1
                                              Audit Committee,             2
                                                                               Compensation Committee,
98   3
         Executive Committee,   4
                                    Finance Committee,            5
                                                                       Nominating/Corporate Governance
                                               CORPORATE                                                                       Urbach
                                                                                                                               Senior Vice President—Ambulatory
                                               Alan B. Miller                                                                  Surgery CentersMédi-Partenaires
                                               President and Chief Executive            DIVISION
                                                                                                                               Président Directeur Général Sylvie
                                               Officer                                             Officers                    Péquignot
                                                                                        Acute Care
                                               Kirk E. Gorman                                                                  Directeur Général
                                               CORPORATE                                DIVISIONFrench
                                                                                        O. Edwin
                                               Senior Vice President and
                                               Chief Financial Officer                  President—Acute Care
                                               Alan B. Miller                           Acute Care                             Behavioral Health (continued)
                                               President and Chief Executive Officer    Joseph “Skip” Courtney
                                               O. Edwin French                          Michael Marquez                        Carothers H. Evans
                                               Steve G. Filton
                                               Senior Vice President                         President—Acute Care
                                                                                        Vice President—Western Region
                                                                                        Vice                                   Assistant Vice President,
                                               Senior Vice President and
                                                                                        Marc D. Marquez
                                                                                        MichaelMiller                          Development
                                               Steve G. Filton
                                               Chief Financial Officer
                                               Vice President, Controller and           Vice President—Eastern Region
                                                                                        Vice President—Acute Care              Karen E. Johnson
                                               O. Edwin French*
                                               Secretary
                                               Senior Vice President                    Daniel L. Cruz
                                                                                        Milton P. McLean                       Assistant Vice President,
                                                                                        Group Director and Director of         Clinical Services
                                               RichardMarquez                           Group Director
                                               Michael C. Wright
                                               Vice President
                                               Vice President
                                                                                        Development—Caribbean
                                                                                        Moody L. Chisholm
                                                                                        Operations                             Ambulatory
                                                                                        Group Director
                                               Marc D. Miller
                                               Debra K. Osteen
                                               Vice President                           Mary Hoover
                                                                                        Robert W. Danforth                     Michael Urbach
                                               Vice President                                                                  Senior Vice President
                                                                                        Vice President—Universal Health
                                                                                        Vice President—Universal Health
                                               Debra K. Osteen                          Network
                                               Bruce R. Gilbert
                                               Vice President
                                                                                        Network
                                               General Counsel                                                                 Médi-Partenaires (Paris/Bordeaux)
                                               Guy F. Pedelini                          Behavioral Health
                                                                                        Behavioral Health                      Frédéric Dubois
                                               Eileen D. Bove
                                               Vice President                           Debra K. Osteen                        Président Directeur Général
                                               Assistant Vice President                 Debra K. Osteen
                                                                                        President
                                               Richard C. Wright                                                               Sylvie Péquignot
                                               Vice President
                                                                                        President—Behavioral Health
                                               Charles F. Boyle                         Martin C. Schappell                    Directeur Général
                                               Charles F. Boyle President
                                               Assistant Vice                           Vice President
                                                                                        Martin C. Schappell
                                               Controller                               Vice President—Behavioral Health
                                                                                        Barry L. Pipkin                        * retired in 2005
                                               Joyce M. Lunney
                                               Bruce R. Gilbert President               Vice President
                                               Assistant Vice                           Roy A. Ettlinger
                                               General Counsel                          Vice President—Behavioral Health
                                                                                        E. Daniel Thomas
                                               Donald J. Pyskacek                       Vice President
                                               Cheryl K. Ramagano
                                               Assistant Vice President                 Ronald M. Fincher
                                               Treasurer                                Roy A. Ettlinger
                                                                                        Vice President—Behavioral Health
                                               Cheryl K. Ramagano
                                               Eileen D. Bove                           Vice President
                                               Assistant Treasurer
                                               Assistant Vice President                       L. Nuckles
                                                                                        CraigL. Nuckles
                                                                                        Craig
                                               John Paul E. Reino
                                               Linda L. Christen
                                                                                        GroupDirector
                                                                                        Group Director—Behavioral Health
                                               Assistant Vice President
                                               Assistant Vice President                 Barry L. Pipkin
                                                                                        Gary M. Gilberti
                                               Donald J. Pyskacek                       Group Director—Behavioral Health
                                                                                        Group Director
                                               Assistant Vice President
                                               Linda L. E. Reino
                                               Assistant Vice President


                                                                                         Corporate Information

                                               EXECUTIVE OFFICES                       ANNUAL MEETING                        INTERNET ADDRESS

                                               Universal Corporate Center              June 2, 2005, 10:00 a.m.              The Company can be accessed
                                               367 South Gulph Road                    Universal Corporate Center            on the World Wide Web at:
                                               P.O. Box 61558                          367 South Gulph Road                  http://www.uhsinc.com
                                               King of Prussia, PA 19406               King of Prussia, PA 19406
                                               (610) 768-3300                                                                LISTING
                                                                                       COMPANY COUNSEL
                                               Management Subsidiary                                                         Class B Common Stock:New York
                                               UHS of Delaware, Inc.                   Fulbright & Jaworski, L.L.P.          Stock Exchange under the symbol UHS.
                                                                                       New York, New York
                                               REGIONAL OFFICES                                                              PUBLICATIONS
                                                                                       AUDITORS
                                               Development                                                                   For copies of the Company’s annual
                                                                                       KPMG LLP                              report, Form 10-K, Form 10-Q,
Designed by Dakota Design, Inc., Malvern, PA




                                               810 Travelers Boulevard
                                               Suite I-2                               Philadelphia, Pennsylvania            quarterly reports, and proxy
                                               Summerville, SC 29485                                                         statements, please call 1-800-874-5819,
                                                                                       TRANSFER AGENT AND                    or write Investor Relations,
                                               (843) 486-0653
                                                                                       REGISTRAR                             Universal Health Services, Inc.
                                               Western Region                                                                Universal Corporate Center
                                                                                       Mellon Investor Services
                                               1635 Village Center Circle                                                    367 South Gulph Road
                                                                                       85 Challenger Road
                                               Suite 200                                                                     P.O. Box 61558
                                                                                       Overpeck Centre
                                               Las Vegas, NV 89134                                                           King of Prussia, PA 19406
                                                                                       Ridgefield Park, NJ 07660
                                               (702) 360-9040
                                                                                       Telephone: 1-800-526-0801             FINANCIAL COMMUNITY
                                               Universal Health Network                www.melloninvestor.com                INQUIRIES
                                               639 Isbell Road
                                                                                       Please contact Mellon Investor        The Company welcomes inquiries
                                               Suite 400
                                                                                       Services for prompt assistance on     from members of the financial
                                               Reno, NV 89509
                                                                                       address changes, lost certificates,   community seeking information
                                               (775) 356-1159
                                                                                       consolidation of duplicate            on the Company. These should
                                                                                       accounts or related matters.          be directed to Steve Filton,
                                                                                                                             Chief Financial Officer.
                                                                                                                                                                       99
Universal Health Services, Inc.
 Universal Corporate Center
       P.O. Box 61558
   367 South Gulph Road
 King of Prussia, PA 19406

				
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