FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * PANTALEONI ANTHONY   2. Issuer Name and Ticker or Trading Symbol UNIVERSAL HEALTH SERVICES INC [UHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) FULBRIGHT & JAWORSKI LLP, 666 FIFTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 01/23/2013 (Street) NEW YORK, NY 10103 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock 01/23/2013   J(1)   4,656 D $ 0 7,572 I AP-2 LLC Class B Common Stock 01/23/2013   J(1)   4,656 A $ 0 10,867 D   Class B Common Stock 01/23/2013   J(2)   7,572 D $ 0 0 I AP-2 LLC Class B Common Stock               7,560 I Trustee F/b/o Family

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Common Stock

(3)

01/23/2013

J(4)

17,808

(5)

(3)

Class B Common Stock

17,808

$ 0

17,808

D

Class A Common Stock

(3)

01/23/2013

J(4)

17,808

(5)

(3)

Class B Common Stock

17,808

$ 0

0

I

AP-2 LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PANTALEONI ANTHONY FULBRIGHT & JAWORSKI LLP 666 FIFTH AVENUE NEW YORK, NY 10103	X

Signatures

/s/ Anthony Pantaleoni		01/24/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On Janaury 23, 2013, AP-2 LLC transferred 4,656 shares of Class B Common Stock to Anthony Pantaleoni. These shares were previously indirectly held by Mr. Pantaleoni and the transfer resulted in a change of beneficial ownership from indirect to direct.
(2)	On Janaury 23, 2013, AP-2 LLC distributed 7,572 shares of Class B Common Stock to Anthony Pantaleoni's children.
(3)	The Class A Common Stock is convertible into Class B Common Stock on a share for share basis.
(4)	On Janaury 23, 2013, AP-2 LLC transferred 17,808 shares of Class A Common Stock to Anthony Pantaleoni. These shares were previously indirectly held by Mr. Pantaleoni and the transfer resulted in a change of beneficial ownership from indirect to direct.
(5)	Immediately.

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