Washington, D.C.  20549

                                SCHEDULE 13G

                  Under the Securities Exchange Act of 1934

                              (Amendment No.  )

NAME OF ISSUER:                                Universal Health Services Inc.

TITLE OF CLASS OF SECURITIES:                  Common Stock

CUSIP NUMBER:                                  913903-100

Check the following box if a fee is being paid with this statement:   [ X ]

CUSIP NO.                                      913903-100

(1)     Names of Reporting Persons                      MELLON BANK CORPORATION
        SS or IRS Identification Nos. Of Above Person   IRS No. 25-1233834

(2)     Check the Appropriate Box if a Member of a Group (See Instructions) 
                                                        (a)  (   )   (b)  (   )

(3)     SEC Use Only

(4)     Citizenship or Place of Organization            United States

Number of Shares          (5)     Sole Voting Power           728,000
Owned by Each             (6)     Shared Voting Power               0   
Reporting Person
With                      (7)     Sole Dispositive Power      419,000   

                          (8)     Shared Dispositive Power    309,000   

(9)     Aggregate Amount Beneficially Owned by Each Reporting Person    728,000

(10)    Check if the Aggregate Amount in Row (9) Excludes Certain
        Shares (See Instructions)                                  (   )

(11)    Percent of Class Represented by Amount in Row (9)           5.72

(12)    Type of Reporting Person (See Instructions)                   HC
                           Washington, D.C.  20549
                                 SCHEDULE 13G
               (Under the Securities and Exchange Act of 1934)

Item 1(a)   Name of Issuer:               Universal Health Services Inc.

Item 1(b)   Address of Issuer's Principal Executive Offices:    
                                                     367 S. Gulph Road
                                                     King of Prussia, PA  19406

Item 2(a)   Name of Person Filing:   Mellon Bank Corporation and any other 
                                     reporting person(s) identified on the 
                                     second part of the cover page(s).

Item 2(b)   Address of Principal Business Office, or if None, Residence: 
                                                 c/o Mellon Bank Corporation
                                                 One Mellon Bank Center
                                                 Pittsburgh, Pennsylvania 15258
                                                 (for all reporting persons)

Item 2(c)   Citizenship:                          United States

Item 2(d)   Title of Class of Securities:         Common Stock

Item 2(e)   CUSIP Number:                         913903-100

Item 3      See Item 12 of cover page(s) ("Type of Reporting
            Person") for each reporting person.

                BK =  Bank as defined in Section 3(a)(6) of the Act

                IV =  Investment Company registered under Section 8 of the
                      Investment Company Act

                IA =  Investment Adviser registered under Section 203 of the
                      Investment Advisers Act of 1940

                EP =  Employee Benefit Plan, Pension Fund which is subject to
                      the provisions of the Employee Retirement Income 
                      Security Act of 1974 or Endowment Fund; see 
                      Section 240.13-d(1)(b)(1)(ii)(F)

                HC =  Parent Holding Company, in accordance with Section

Item 4   Ownership:   See Items 5 through 9 and 11 of cover page(s)
                      as to each reporting person.

The amount beneficially owned includes, where appropriate, securities
not outstanding which are subject to options, warrants, rights or
conversion privileges that are exercisable within 60 days.  The filing
of this Schedule 13G shall not be construed as an admission that
Mellon Bank Corporation, or its direct or indirect subsidiaries,
including Mellon Bank, N.A., are for the purposes of Section 13(d) or
13(g) of the Act, the beneficial owners of any securities covered by
this Schedule 13G.

The following information applies if checked:   (   )   Mellon Bank,
N.A. is the trustee of the issuer's employee benefit plan (the
"Plan"), which is subject to ERISA.  The securities reported include
all shares held of record by Mellon Bank, N.A. as trustee of the Plan.
The reporting person, however, disclaims beneficial ownership of all
shares that have been allocated to the individual accounts of employee
participants in the Plan for which directions have been received and

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:   All of the securities are beneficially owned by Mellon Bank
Corporation and direct or indirect subsidiaries in their various
fiduciary capacities.  As a result, another entity in every instance
is entitled to dividends or proceeds of sale.  The number of
individual accounts holding an interest of 5% or more is ( 0 ).


Item 7   Identification and Classification of the Subsidiary Which Acquired 
the Security Being Reported by the Parent Holding Company:    See Exhibit I.

Item 8   Identification and Classification of Members of the Group:     N/A

Item 9   Notice of Dissolution of Group:                                N/A

Item 10   Certification:   By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.

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.  This filing is signed by Mellon Bank
Corporation on behalf of all reporting entities pursuant to Rule
13d-1(f)(1) promulgated under the Securities and Exchange Act of 1934,
as amended.

Date:  January 22, 1996


      William L. Dawson
      Senior Vice President 

                                   EXHIBIT I

The shares reported on the attached Form 13G are beneficially owned
by the following direct or indirect subsidiaries of Mellon Bank
Corporation, as marked (X):

(A)     (   )   Boston Safe Deposit and Trust Company
        (   )   Boston Safe Deposit and Trust Company of California
        (   )   Boston Safe Deposit and Trust Company of New York
        ( X )   Mellon Bank, N.A.
        (   )   Mellon Bank (Delaware) National Association
        (   )   Mellon Bank (MD)

(B)     ( X )   Franklin Portfolio Associates Trust
        (   )   Laurel Capital Advisors
        ( X )   Mellon Capital Management Corporation
        ( X )   Mellon Equity Associates
        (   )   The Boston Company Financial Strategies, Inc.
        (   )   The Boston Company Asset Management, Inc.
        ( X )   The Dreyfus Corporation
        (   )   Dreyfus Management, Inc.

        The Item 3 classification of each of the subsidiaries listed
under (A) above is "Item 3(b) Bank as defined in Section 3(a)(6) of
the Act."

        The Item 3 classification of each of the subsidiaries listed
under (B) above is "Item 3 (e) Investment Advisor registered under
Section 203 of the Investment Advisers Act of 1940."