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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

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**FORM 10-Q**

| **(Mark One)** |
|----------------|
| ý         | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |

**For the quarterly period ended June 30, 2001**

**or**

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

**For the transition period from __________ to____________**

**Commission file number 000-32837**

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**United Surgical Partners International, Inc.**(Exact name of registrant as specified in itscharter)

| **Delaware**                                                    | **75-2749762**                        |
|-----------------------------------------------------------------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) | (IRS Employer  Identification Number) |
|                                                            |                                  |
| **17103  Preston Road, Suite 200 North, Dallas, Texas**         | **75248**                             |
| (Address of principal executive offices)                        | (Zip Code)                            |

**(972) 713-3500**(Registrant’s telephone number, including areacode)

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             Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.  Yes o  No ý  The Company has only been subject to thefiling requirements of the Securities Exchange Act of 1934 since June 7,2001.

             At August 9, 2001there were 24,285,083 shares of Common Stock outstanding.

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**UNITED SURGICAL PARTNERS INTERNATIONAL, INC. ANDSUBSIDIARIES**

**INDEX**

| PART  I.  | Financial Information |
|-----------|-----------------------|
|      |                  |   |
|      | Item 1.               | Financial Statements |
|      |                  |   |
|      |                  |  Consolidated Balance Sheets as of June 30,  2001 (unaudited) and December 31, 2000 |
|      |                  |   |
|      |                  | Consolidated  Statements of Operations (unaudited) for the three months and six months  ended June 30, 2001 and 2000 |
|      |                  |   |
|      |                  | Consolidated  Statements of Comprehensive Loss (unaudited) for the three months and six  months ended June 30, 2001 and 2000 |
|      |                  |   |
|      |                  | Consolidated  Statements of Cash Flows (unaudited) for the six months ended June 30, 2001  and 2000 |
|      |                  |   |
|      |                  | Notes  to Consolidated Financial Statements (unaudited) |
|      |                  |   |
|      | Item  2.              | Management’s  Discussion and Analysis of Financial Condition and Results of Operation |
|      |                  |   |
|      | Item  3.              | Quantitative  and Qualitative Disclosures About Market Risk |
|      |                  |   |
| PART II.  | Other Information     |
|      |                  |   |
|      | Item  1.              | Legal  Proceedings |
|      |                  |   |
|      | Item 6.               | Exhibits  and  Reports on Form 8-K |
|      |                  |   |
| Signature |                  |   |

Note:    Items 2, 3, 4, and 5 ofPart II are omitted because they are not applicable.

**PART I.  FINANCIAL INFORMATION**

**ITEM 1. * Financial Statements***

**UNITEDSURGICAL PARTNERS INTERNATIONAL, INC.AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)**

|                                                                                           | **June 30, 2001**                                                                                                                                                                   |    | **December 31, 2000** | ** ** |
|------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|-----------------------|------------|
|                                                                                           | ****                                                                                                                                                                                |    | ****                  |       |
|                                                                                           | **(unaudited)**                                                                                                                                                                     |    |                  | ** ** |
| **Assets**                                                                                     |                                                                                                                                                                                |    |                  |       |
| Cash and cash equivalents                                                                      | $                                                                                                                                                                                   | 12,076  |                  | $          | 2,939 |   |
| Restricted cash                                                                                | -                                                                                                                                                                                   |    | 1,731                 |       |
| Patient receivables, net of allowance for  doubtful accountsof $3,327 and $3,131, respectively | 24,207                                                                                                                                                                              |    | 19,986                |       |
| Other receivables                                                                              | 43,350                                                                                                                                                                              |    | 3,269                 |       |
| Inventories                                                                                    | 5,135                                                                                                                                                                               |    | 4,668                 |       |
| Prepaids and other current assets                                                              | 6,708                                                                                                                                                                               |    | 2,913                 |       |
|                                                                                           |                                                                                                                                                                                     |    |                       |       |
|                                                                                           | Total  current assets                                                                                                                                                               | $       | 91,476                |       | $ | 35,506 |   |
|                                                                                           |                                                                                                                                                                                |    |                  |       |
| Property and equipment, net                                                                    | 196,620                                                                                                                                                                             |    | 165,195               |       |
| Investments in affiliates                                                                      | 15,340                                                                                                                                                                              |    | 7,278                 |       |
| Intangible assets, net                                                                         | 146,598                                                                                                                                                                             |    | 106,395               |       |
| Other assets                                                                                   | 19,034                                                                                                                                                                              |    | 17,543                |       |
|                                                                                           |                                                                                                                                                                                     |    |                       |       |
|                                                                                           | Total  assets                                                                                                                                                                       | $       | 469,068               |       | $ | 331,917 |   |
|                                                                                           |                                                                                                                                                                                     |    |                       |       |
| **Liabilities and Stockholders' Equity**                                                       |                                                                                                                                                                                |    |                  |       |
| Accounts payable                                                                               | $                                                                                                                                                                                   | 16,724  |                  | $          | 16,351 |   |
| Accrued salaries and benefits                                                                  | 11,547                                                                                                                                                                              |    | 4,721                 |       |
| Due to affiliates                                                                              | 7,451                                                                                                                                                                               |    | -                     |       |
| Accrued interest                                                                               | 2,021                                                                                                                                                                               |    | 5,211                 |       |
| Current portion of long-term debt                                                              | 11,579                                                                                                                                                                              |    | 53,915                |       |
| Other accrued expenses                                                                         | 18,032                                                                                                                                                                              |    | 10,482                |       |
| Deferred tax liability, net                                                                    | 5,524                                                                                                                                                                               |    | 6,076                 |       |
|                                                                                           |                                                                                                                                                                                     |    |                       |       |
|                                                                                           | Total  current liabilities                                                                                                                                                          | $       | 72,878                |       | $ | 96,756 |   |
|                                                                                           |                                                                                                                                                                                |    |                  |       |
| Long-term debt, less current portion                                                           | 127,551                                                                                                                                                                             |    | 133,852               |       |
| Other long-term liabilities                                                                    | 3,800                                                                                                                                                                               |    | 3,461                 |       |
| Deferred tax liability, net                                                                    | 6,502                                                                                                                                                                               |    | 7,580                 |       |
|                                                                                           |                                                                                                                                                                                     |    |                       |       |
|                                                                                           | Total  liabilities                                                                                                                                                                  | $       | 210,731               |       | $ | 241,649 |   |
| Minority interests                                                                             | 12,954                                                                                                                                                                              |    | 8,774                 |       |
| Redeemable preferred stock:                                                                    |                                                                                                                                                                                |    |                  |       |
|                                                                                           | Series  A, $0.01 par value per share; 31,200 shares authorized, issued and outstanding  at December 31, 2000; 31,200 shares redeemed as of June 30, 2001                            | -       |                  | 32,819     |   |
|                                                                                           | Series  D, $0.01 par value per share; 40,000 shares authorized; 20,000 and -0- shares  issued and outstanding at June 30, 2001 and December 31, 2000, respectively                  | 20,094  |                  | -          |   |
|                                                                                           |                                                                                                                                                                                |    |                  |       |
| Stockholders' equity:                                                                          |                                                                                                                                                                                |    |                  |       |
|                                                                                           | Series  C convertible preferred stock, $0.01 par value; 20,000 shares authorized;  18,750 shares issued and outstanding at December 31, 2000; 18,750 converted  as of June 30, 2001 | -       |                  | 19,747     |   |
|                                                                                           | Common  stock:                                                                                                                                                                      |    |                  |       |   |
|                                                                                           | Class  A shares, $0.01 par value, 30,000,000 shares authorized; 7,785,678 shares  outstanding at December 31, 2000; all shares converted to common as of June  30, 2001             | -       |                  | 78         |   |
|                                                                                           | Class  B shares, $0.01 par value, 3,000,000 shares authorized; 333,333 shares  outstanding at December 31, 2000; all shares converted to common as of June  30, 2001                | -       |                  | 4          |   |
|                                                                                           | Other,  $0.01 par value; 200,000,000 shares authorized; 24,279,988 and 170,046 shares  issued and outstanding at June 30, 2001 and December 31, 2000, respectively                  | 243     |                  | 2          |   |
|                                                                                           | Additional  paid-in capital                                                                                                                                                         | 264,868 |                  | 63,739     |   |
|                                                                                           | Treasury  stock, at cost, 163,916 shares at June 30, 2001; 54,166 shares at December  31, 2000                                                                                      | (730    | )                     | (344       | ) |
|                                                                                           | Deferred  compensation                                                                                                                                                              | (432    | )                     | (495       | ) |
|                                                                                           | Receivables  from sales of common stock                                                                                                                                             | (3,044  | )                     | (2,973     | ) |
|                                                                                           | Accumulated  other comprehensive loss, net of tax                                                                                                                                   | (18,790 | )                     | (12,026    | ) |
|                                                                                           | Accumulated  deficit                                                                                                                                                                | (16,826 | )                     | (19,057    | ) |
|                                                                                           |                                                                                                                                                                                     |    |                       |       |
|                                                                                           | Total  stockholders' equity                                                                                                                                                         | 225,289 |                  | 48,675     |   |
|                                                                                           |                                                                                                                                                                                |         |                  |            |   |
|                                                                                           | Total  liabilities and stockholders' equity                                                                                                                                         | $       | 469,068               |       | $ | 331,917 |   |
|                                                                                           |                                                                                                                                                                                     |    |                       |       |
|                                                                                           |                                                                                                                                                                                |    |                  |       |
|                                                                                                |                                                                                                                                                                                     |         |                       |            |  |  |  |  |  |

See accompanying notes to consolidated financialstatements.****UNITEDSURGICAL PARTNERS INTERNATIONAL, INC.AND SUBSIDIARIESCONSOLIDATED STATEMENTS OFOPERATIONS(UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)**
 **Three months ended********June 30,** **Six months ended********June 30,**  **** ****  **2001** **2000** **2001** **2000**** ** **** **** **** **** Net patient service revenue$49,025 $33,761 $95,099 $56,262 Management and administrative services revenue2,515 1,339 4,591 2,595 Equity in earnings of unconsolidated  affiliates1,756 277 2,865 331 Other income5,812 478 9,545 912       Total  revenues59,108 35,855 112,100 60,100                   Salaries, benefits, and other employee costs15,246 10,973 28,997 17,784 Medical services and supplies11,683 9,879 23,361 15,899 Other operating expenses11,332 4,904 20,537 9,895 General and administrative expenses4,970 2,735 10,181 5,192 Provision for doubtful accounts608 467 1,102 935 Depreciation and amortization6,187 3,508 11,807 6,130       Total  operating expenses50,026 32,466 95,985 55,835        Operating  income9,082 3,389 16,115 4,265          Interest income419 669 882 947 Interest expense(5,735)(4,472)(10,528)(5,883)Other6 55 (10)(97)      Total  other expense, net(5,310)(3,748)(9,656)(5,033)           Income  (loss) before minority interest3,772 (359)6,459 (768)         Minority interest  in income of consolidated subsidiaries(1,765)(698)(3,201)(942)      Income  (loss) before income taxes2,007 (1,057)3,258 (1,710)Income tax expense(266)(239)(1,027)(650)      Net  income (loss)1,741 (1,296)2,231 (2,360)Preferred stock dividends(835)(858)(1,748)(4,082)      Net  income (loss) attributable to common stockholders$906 $(2,154)$483 $(6,442)     Net income (loss) per share attributable to  common stockholders         Basic$0.06 $(0.27)$0.04 $(0.85) Diluted$0.06 $(0.27)$0.04 $(0.85)Weighted average number of common shares         Basic14,805 7,852 12,480 7,598  Diluted15,693 7,852 13,303 7,598          
See accompanying notes to consolidated financialstatements.
**UNITEDSURGICAL PARTNERS INTERNATIONAL, INC.********AND SUBSIDIARIES********CONSOLIDATED STATEMENTSOF COMPREHENSIVE LOSS********(UNAUDITED - INTHOUSANDS)**
 **Three months ended********June 30,** **Six months ended********June 30,**  **** ****  **2001** **2000** **2001** **2000**** ** **** **** **** **** Net income (loss)$1,741 $(1,296)$2,231 $(2,360)Other comprehensive loss, before taxes:         Foreign  currency translation adjustments(3,160)(3,460)(10,406)(6,035) Income  tax benefit related to other comprehensive loss1,106 1,211 3,642 2,112        Other  comprehensive loss(2,054)(2,249)(6,764)(3,923)       Comprehensive  loss$(313)$(3,545)$(4,533)$(6,283)     
See accompanying notes to consolidated financialstatements.
**UNITEDSURGICAL PARTNERS INTERNATIONAL, INC.********AND SUBSIDIARIES********CONSOLIDATED STATEMENTS OF CASHFLOWS****(UNAUDITED - IN THOUSANDS)**
 **Six months ended********June 30,**  **2001** **2000**** **   Cash flows from operating activities:     Net  income (loss)$2,231 (2,360) Adjustments  to reconcile net income (loss) to net cash provided by operating activities:     Provision  for doubtful accounts1,102 935  Depreciation  and amortization11,807 6,130  Amortization  of discount on debt157 131  Equity  in earnings of unconsolidated affiliates(2,865)(331) Minority  interest in income of consolidated subsidiaries3,201 942  Amortization  of deferred compensation63 —  Increases  (decreases) in cash from changes in operating assets and liabilities, net of  effects from purchases of new businesses:     Patient  receivables(4,771)(4,312) Other  receivables(350)(965) Inventories  of supplies, prepaids and other current assets(228)735  Accounts  payable and accrued expenses(2,265)2,049  Other  long-term liabilities619 2,104     Net  cash provided by operating activities8,701 5,058    Cash flows from investing activities:     Purchases  of new businesses, net of cash received(4,965)(50,085) Purchases  of property and equipment(11,438)(14,749) Sales  of property— 17,379  Purchases  of investments(874)(3,484) Increase  in long-term note receivable— (11,400) Cash  released from escrow1,664 11,236  ****** ******** ** Net  cash used in investing activities(15,613)(51,103)   Cash flows from financing activities:     Proceeds  from long-term debt19,960 64,103  Payments  on long-term debt(99,828)(30,598) Proceeds  from issuances of common stock130,682 4,696  Payments  to repurchase common stock(104)—  Proceeds  from issuance of preferred stock— 18,743  Payments  to redeem preferred stock and pay dividends(33,878)(3,037) Distributions  on investments in affiliates(677)1,417  ****** ******** ** Net  cash provided by financing activities16,155 55,324  ****** ******** **Effect of exchange rate changes on cash(106)(297) ****** ******** **Net increase in cash and cash equivalents9,137 8,982 Cash and cash equivalents at beginning of period2,939 3,716  ****** ******** **Cash and cash equivalents at end of period$12,076 12,698    Supplemental information:     Interest paid13,927 3,672  Non-cash  transactions:     Debt issued for purchases of new businesses— 54,012  Sale  of common stock for notes receivable from employees, net315 435  Common stock issued for purchases of new  businesses48,301 —  Conversion  of Series C convertible preferred stock to common stock20,341 —  Accrued dividends on preferred stock1,008 4,082  Assets acquired under capital lease obligations153 18,128  Conversion of subordinated notes to Series D  preferred stock20,000 —  Conversion of subordinated note to common stock3,287 —      
See accompanyingnotes to consolidated financial statements.**UNITED SURGICAL PARTNERS INTERNATIONAL, INC.AND SUBSIDIARIESNOTES TO CONSOLIDATEDFINANCIAL STATEMENTS (UNAUDITED)**
**(1)        Basis of Presentation**

United SurgicalPartners International, Inc. and subsidiaries (USPI or the Company), a Delawarecompany, was formed in February 1998 for the primary purpose of ownership andoperation of surgery centers, private surgical hospitals and related businessesin the United States and Western Europe. At June 30, 2001, USPI, headquartered in Dallas, Texas, operatedthirty-three surgical facilities in the United States.  Of these thirty-three facilities, USPI,consolidates the results of fifteen, owns a minority equity interest infourteen, which are accounted for under the equity method, and holds noownership interest in the remaining four centers, which are operated by USPIunder management contracts.  Inaddition, United Surgical Partners Europe, S.L. (USPE), a company incorporatedin Spain and wholly-owned by USPI, managed and owned a majority interest in sixprivate surgical hospitals, two surgery centers, and one diagnostic facility inSpain at June 30, 2001.  Global HealthcarePartners Limited (Global), a company incorporated in England and majority-ownedby USPI, managed two wholly-owned private surgical hospitals in the UnitedKingdom at June 30, 2001.

USPI is subject tochanges in government legislation that could impact Medicare, Medicaid, andforeign government reimbursement levels and is also subject to increased levelsof managed care penetration and changes in payor patterns that may impact thelevel and timing of payments for services rendered.

USPI maintains its booksand records on the accrual basis of accounting, and the consolidated financialstatements are prepared in accordance with accounting principles generallyaccepted in the United States of America. The accompanying consolidated financial statements and notes should beread in conjunction with the Company's Form 8-A which incorporates by referencethe Company's Registration Statement on Form S-1.  It is management's opinion that the accompanying financialstatements reflect all adjustments (which are normal recurring adjustments)necessary for a fair presentation of the results for the interim period and thecomparable period presented. The results of operations for any interim periodare not necessarily indicative of results for the full year. 

**(2)        Acquisition**

On February 12, 2001,the Company completed a merger with OrthoLink Physicians Corporation.  The transaction was funded through theissuance of 3,390,939 shares of common stock to OrthoLink stockholders.  As of February 12, 2001, OrthoLink held a director indirect ownership interest in eight surgery centers.  The Company also held an ownership interestin and managed one of these centers. OrthoLink managed six of the eight surgery centers in which it held anownership interest and managed two additional surgery centers in which it hadno ownership interest.  As a result ofthis merger, the Company also provides specialized management services forhospitals and has service agreements with fourteen physician groups in sixstates.  The Company's physicianpractice management operations are not, and are not expected to be in thefuture, a material part of its business. Following are the unaudited pro forma results for the six months endedJune 30, 2001 and 2000 as if the acquisition of OrthoLink occurred on January1, 2000:
 **Six Months Ended********June 30,**  ****  **2001** **2000**** **     Net operating revenues$116,372 $77,512 Net income2,719 144 Net income (loss) attributable to common  stockholders971 (3,938)Basic earnings (loss) per share0.06 (0.36)Diluted earnings (loss) per share0.06 (0.36)
**(3)        Initial Public Offering of Common Stock**

In June 2001, theCompany received, after offering costs of $14.2 million, net proceeds of $130.7million from an initial public offering (IPO) of 10,350,000 shares of itscommon stock, which included 1,350,000 shares attributable to the underwriters’exercise of their over-allotment option. Net proceeds of the offering were used to redeem $33.7 million of redeemablepreferred stock, including accrued dividends, and to repay $91.3 million ofbank indebtedness.  The remaining $7.3million was included in the $12.1 million of cash and cash equivalents at June30, 2001.

**(4)        Long-term Debt**

The Company used aportion of the proceeds of its IPO to repay all amounts outstanding under theCompany's credit agreements with commercial lenders in the United States.  Concurrent with these repayments, theexisting agreements were terminated and the Company reached an agreement withanother group of lenders, providing the Company with the ability to borrow upto $55 million at variable interest rates tied to Prime and LIBOR, based on theCompany's existing debt levels.  The newcredit agreement matures June 13, 2004; interest is due at intervals rangingfrom one to six months from the date amounts are drawn under the agreement.

Baylor HealthServices, which held a convertible subordinated note in the amount ofapproximately $3.3 million, converted the note to 313,069 shares of theCompany's common stock immediately prior to the completion of the IPO.  The Company's primary private investorswaived their right to the mandatory prepayment of subordinated notes,exchanging $20 million of 7% Senior Subordinated Notes for preferred stock(note 3).

**(5)        Redeemable Preferred Stock, Series A andD**

The Company used aportion of the proceeds of its IPO to redeem all 31,200 outstanding shares ofSeries A redeemable preferred stock, including all accrued but unpaiddividends.  USPI has authorized 40,000shares of Series D redeemable preferred stock, 20,000 of which were issued uponthe completion of the IPO in exchange for $20 million in principal amount of 7%Senior Subordinated Notes held by the Company's primary private investors.  The Series D shares have a par value of$0.01, a stated liquidation preference of $1,000 per share plus accrueddividends, and are senior to all common shares. Dividends are paid-in-kind on aquarterly basis at an annual rate of 10% and accrue daily whether or notdeclared and whether or not funds are legally available for payment.

**(6)        Earnings Per Share**

Basic earnings pershare is computed on the basis of the weighted average number of common sharesoutstanding.  Diluted earnings per shareis computed on the basis of the weighted average number of common sharesoutstanding plus the effect of convertible preferred stock, convertible debt,and outstanding options and warrants, except where such effect would beantidilutive.  Net income or lossattributable to common stockholders and net income or loss per common shareinclude preferred stock dividends for purposes of this computation.  The following table sets forth thecomputation of basic and diluted earnings per share for the quarters and sixmonths ended June 30, 2001 and 2000 (in thousands, except per share amounts):
 **Three Months Ended********June 30,** **Six Months Ended********June 30,**  **** ****  **2001** **2000** **2001** **2000**** **         Net income (loss) attributable to common  shareholders$906 $(2,154)$483 $(6,442)Weighted average common shares outstanding14,805 7,852 12,480 7,598 Effect of dilutive securities:         Stock  options615 (A) 551 (A)  Warrants273 (A) 272 (A)  Convertible  subordinated debt(A) (A) (A) (A)  Series  C convertible preferred stock(A) (A) (A) (A)      Shares used for diluted earnings (loss) per  share15,693 7,852 13,303 7,598      Basic earnings (loss) per share$0.06 $(0.27)$0.04 $(0.85)Diluted earnings (loss) per share$0.06 $(0.27)$0.04 $(0.85)         
(A)       No incremental shares are includedbecause the effect would be antidilutive.

The potential commonstock amounts listed below represent securities that could potentially dilutebasic earnings per share in the future that were not included in thecomputation of diluted earnings per share because to do so would have beenantidilutive for the periods presented:
 **Three Months Ended********June 30, 2000** **Six Months Ended********June 30, 2000**  Stock options2,990,300 2,990,300Warrants300,000 300,000Convertible subordinated debt313,069 313,069Series C convertible preferred stock1,816,964 1,816,964
**(7)        Segment Disclosure**

USPI has adoptedStatement of Financial Accounting Standards No. 131, *Disclosures About Segments of an Enterprise and Related Information*(SFAS 131).  SFAS 131 establishesstandards for reporting information about operating segments in financialstatements.  USPI's business is theoperation of surgery centers, private surgical hospitals and related businessesin the United States and Western Europe. USPI's chief operating decision maker, as that term is defined in theaccounting standard, regularly reviews financial information about its surgerycenters and private surgical hospitals for assessing performance and allocatingresources both domestically and abroad. Accordingly, USPI's reportable segments consist of (1) U.S. basedfacilities and (2) Western Europe based facilities, including those in Spainand the United Kingdom (beginning with USPI's April 2000 acquisition of AspenHealthcare Holdings, Limited in the United Kingdom).
   **Western Europe**      ****        **United** **Western Europe**   **Three months ended June 30,  2001****U.S.** **Spain** **Kingdom** **Total** **Total**** **     Net patient service revenue$22,112 $17,935 $8,978 $26,913 $49,025 Other revenue9,673 410 - 410 10,083       Total revenues$31,785 $18,345 $8,978 $27,323 $59,108       Depreciation and amortization$3,443 $1,888 $856 $2,744 $6,187 Operating income6,610 1,221 1,251 2,472 9,082 Net interest expense(3,680)(819)(817)(1,636)(5,316)Total assets261,484 112,650 94,934 207,584 469,068 Capital expenditures2,362 617 2,526 3,143 5,505               **Western Europe**  ** **   ****        **United** **Western Europe**  ** ****Three months ended June 30,  2000****U.S.** **Spain** **Kingdom** **Total** **Total**** ****** **** **** **** **** Net patient service revenue$10,325 $14,721 $8,715 $23,436 $33,761 Other revenue1,728 366 - 366 2,094       Total revenues$12,053 $15,087 $8,715 $23,802 $35,855       Depreciation and amortization$1,272 $1,410 $826 $2,236 $3,508 Operating income1,134 793 1,462 2,255 3,389 Net interest expense(1,786)(1,063)(954)(2,017)(3,803)Total assets109,053 114,569 99,132 213,701 322,754 Capital expenditures926 4,913 585 5,498 6,424               **Western Europe**      ****        **United** **Western Europe**   **Six months ended June 30,  2001****U.S.** **Spain** **Kingdom** **Total** **Total**      Net patient service revenue$39,191 $36,680 $19,228 $55,908 $95,099 Other revenue16,109 892 - 892 17,001       Total revenues$55,300 $37,572 $19,228 $56,800 $112,100       Depreciation and amortization$6,303 $3,819 $1,685 $5,504 $11,807 Operating income10,018 2,616 3,481 6,097 16,115 Net interest expense(6,417)(1,509)(1,720)(3,229)(9,646)Total assets261,484 112,650 94,934 207,584 469,068 Capital expenditures5,459 1,598 4,381 5,979 11,438               **Western Europe**  ** **   ****        **United** **Western Europe**  ** ****Six months ended June 30,  2000****U.S.** **Spain** **Kingdom** **Total** **Total**** **     Net patient service revenue$19,774 $27,773 $8,715 $36,488 $56,262 Other revenue3,146 692 - 692 3,838       Total revenues$22,920 $28,465 $8,715 $37,180 $60,100       Depreciation and amortization$2,467 $2,837 $826 $3,663 $6,130 Operating income1,511 1,292 1,462 2,754 4,265 Net interest expense(2,710)(1,272)(954)(2,226)(4,936)Total assets109,053 114,569 99,132 213,701 322,754 Capital expenditures1,820 12,344 585 12,929 14,749 
**(8)        Subsequent Events**

During July 2001, theCompany invested additional cash in THVG/HealthFirst, L.L.C. (THVG 2), one ofthe Company's two joint ventures with the Baylor Health System.  THVG 2 acquired a 58.05% interest in anoutpatient surgery center in Fort Worth, Texas, for approximately $14.0 millionin cash.  THVG 2 had previously held noownership but had operated the surgery center under a management contract.

**(9)        New Accounting Pronouncements**

On July 20, 2001 theFinancial Accounting Standards Board issued Statement of Financial AccountingStandards No. 141, *Business Combinations*(SFAS 141), and No. 142, *Accounting forGoodwill and Other Intangible Assets* (SFAS 142).  Under SFAS 141, all business combinationsinitiated after June 30, 2001 will be accounted for using the purchase methodof accounting; the use of the pooling-of-interests method of accounting will beprohibited.  The adoption of thisstandard will not have a material effect on the Company's financial position orfuture results of operations.

SFAS 142 eliminatesthe amortization of goodwill.  UnderSFAS 142, the carrying amount of goodwill should be tested for impairment atleast annually at the reporting unit level, as defined, and will be reducedonly if it is found to be impaired or is associated with assets sold orotherwise disposed of.  SFAS 142 iseffective for fiscal years beginning after December 15, 2001.  The Company believes that adoption of thenew standard will have a material effect on future results of operations and iscurrently evaluating the potential magnitude.

**ITEM2.  *Management’sDiscussion and Analysis of Financial Condition and Results of Operations***

             The followingdiscussion should be read in conjunction with the Company’s unauditedConsolidated Financial Statements and the notes thereto included in Item 1 ofthis Quarterly Report on Form 10-Q.

**Forward-LookingStatements**

             Certain statementscontained or incorporated by reference in this Quarterly Report on Form 10-Q,including without limitation statements containing the words “believes,”“anticipates,” “continue,” “estimate,” “expects,” “intend,” “may,” “plan,”“will,” “projects” and words of similar import, are forward looking statementswithin the meaning of the federal securities laws. Such forward-lookingstatements involve known and unknown risks, uncertainties and other matterswhich may cause the actual results, performance or achievements of the Companyor industry results to be materially different from any future results,performance or achievements expressed or implied by such forward-lookingstatements. Such risks, uncertainties and other matters include, but are notlimited to, (i) the Company’s ability to attract and retain top qualityphysicians, (ii) the Company’s ability to grow through selective acquisitionsand development, (iii) the Company’s ability to pursue strategic relationshipswith healthcare systems, (iv) the Company’s ability to expand, and (v) theCompany’s ability to enhance operating efficiencies.  In addition, the Company’s ability to achieve certain anticipatedresults will be subject to other factors affecting the Company’s business thatare beyond the Company’s control, including but not limited to general economicconditions and the effect of government regulation on the conduct of theCompany’s business. Given these uncertainties, readers are cautioned not toplace undue reliance on such forward-looking statements. The Company disclaimsany obligation to update any such statements or publicly announce any updatesor revisions to any of the forward-looking statements contained herein to reflectany change in the Company’s expectation with regard thereto or any change inevents, conditions, circumstances or assumptions underlying such statements.Reference is hereby made to the disclosures contained under the heading “RiskFactors” in the Company’s Form 8-A which incorporates by reference theCompany's Registration Statement on Form S-1, as amended, initially filed withthe Securities and Exchange Commission on February 12, 2001.

**Overview**

             The Company operatessurgery centers and private surgical hospitals in the United States and WesternEurope.  As of June 30, 2001, theCompany had ownership in 28 surgery centers and one private surgical hospitaland managed four additional surgery centers in the United States.  Also, in the United States, the Company ownsinterests in and will operate five surgery centers and one private surgicalhospital that are currently under construction.  In Western Europe, the Company owns and operates six privatesurgical hospitals, two surgery centers and a diagnostic facility in Spain andowns and operates two private surgical hospitals in the United Kingdom.  Additionally, the Company is currentlydeveloping a cancer center in the United Kingdom.

             On February 12, 2001,the Company completed a merger with OrthoLink Physicians Corporation.  Thetransaction was funded through the issuance of 3,390,939 shares of  common stock to OrthoLink stockholders.  As of February 12, 2001, OrthoLink held adirect or indirect ownership interest in eight surgery centers.  The Company also held an ownership interestin and managed one of these centers. OrthoLink managed six of the eight surgery centers in which it held anownership interest and managed two additional surgery centers in which it hadno ownership interest.  As a result ofthis merger, the Company also provides specialized management services forhospitals and has service agreements with 14 physician groups in sixstates.  The Company’s physicianpractice management operations are not, and are not expected to be in the future,a material part of its business.

**Sourcesof Revenue**

             Revenuesinclude:
 •net patient  services revenues for the facilities that are consolidated for financial  reporting purposes, which are typically those in which the Company has  ownership interests of greater than 50%, and    •management fees earned from, and the Company’s share of net income of,  the non-consolidated facilities that are accounted for under the equity  method of accounting. These amounts are included in revenues as these  operations are central to the Company’s business strategy.
For the three months ended June 30, 2001 netrevenue from patient services represented approximately 83% of the Company'stotal revenues as compared to 94% for the same period in 2000, and managementfees from and the Company's share of net income of, the non-consolidatedfacilities accounted for under the equity method together with other incomerepresented approximately 17% and 6% of the Company's total revenues for thethree months ended June 30, 2001 and 2000, respectively.  For the six months ended June 30, netrevenue from patient services represented approximately 85% of the Company'stotal revenues in 2001 as compared to 94% for the same period in 2000, and managementfees from and the Company's share of net income of, the non-consolidatedfacilities accounted for under the equity method together with other incomerepresented approximately 15% and 6% of the Company's total revenues for thesix months ended June 30, 2001 and 2000, respectively.

For the three months ended June 30, 2001,approximately 54% of the Company's revenues were generated from operations inthe United States and 46% from Western Europe. For the six months ended June 30, 2001, approximately 49% of theCompany's revenues were generated from operations in the United States and 51%from Western Europe.  For the three andsix months ended June 30, 2000, respectively, these percentages were 34% and38% for the United States, 66% and 62% for Western Europe.

**Resultsof Operations**

             The following tablesummarizes certain statements of operations items expressed as a percentage ofrevenues for the periods indicated:
 **For  the three months  ended June 30,** **For  the six months  ended June 30,**  **** ****  **2001** **2000** **2001** **2000**** **     Total revenues100.0%100.0%100.0%100.0%Operating expenses,  excluding depreciation and amortization74.2 80.8 75.1 82.7      EBITDA25.8 19.2 24.9 17.3 Minority interests  in income of consolidated entities3.0 2.0 2.9 1.6      EBITDA less  minority interest22.8 17.2 22.0 15.7 Depreciation and  amortization10.5 9.8 10.5 10.2 Interest and other  expense, net9.0 10.4 8.6 8.4      Income (loss)  before income taxes3.3 (3.0)2.9 (2.9)Income tax expense(0.4)(0.6)(0.9) (1.0)     Net income (loss)2.9 (3.6)2.0 (3.9)     
             **ThreeMonths Ended June 30, 2001 Compared to Three Months Ended June 30, 2000**
             Revenues increased by$23.3 million, or 65% to $59.1 million for the three months ended June 30, 2001from $35.8 million for the three months ended June 30, 2000.  Of this increase in revenues, $14.3 millionwas contributed by facilities acquired since June 30, 2000, of which $12.8million was contributed by OrthoLink. The exchange rate of the European currencies to the U.S. dollar waslower in the three months ended June 30, 2001 as compared to the same period inthe prior year, resulting in a negative impact of $1.6 million on year overyear revenues for the facilities in Western Europe that were owned in both 2001and 2000 (“same store” facilities). Absent this foreign exchange impact, same store facilities in WesternEurope contributed $3.8 million more to consolidated revenue in the three monthsended June 30, 2001 as compared to the same period in 2000.  The remaining increase in revenues wascontributed by same store U.S. facilities, which performed approximately 15%more cases in the three months ended June 30, 2001 as compared to the threemonths ended June 30, 2000.

             Operating expenses,excluding depreciation and amortization, increased by $14.9 million, or 51%, to$43.8 million for the three months ended June 30, 2001 from $28.9 million forthe three months ended June 30, 2000. Operating expenses, excluding depreciation and amortization, as apercentage of revenues, decreased to 74.2% for the three months ended June 30,2001 from 80.8% for the three months ended June 30, 2000, primarily as a resultof improved economies of scale as the Company expanded.

             EBITDA less minorityinterest increased $7.3 million, or 118%, to $13.5 million for the three monthsended June 30, 2001 from $6.2 million for the three months ended June 30,2000.  Of this increase in EBITDA less minorityinterest, $5.1 million was contributed by facilities acquired since June 30,2000.  EBITDA less minority interest, asa percentage of revenues, increased to 22.8% for the three months ended June30, 2001 from 17.2% for the three months ended June 30, 2000, primarily as aresult of leveraging our operational management and corporate overhead expensesover the increased revenue.

             Depreciation andamortization increased to $6.2 million, or 76%, for the three months ended June30, 2001 from $3.5 million for the three months ended June 30, 2000 as a resultof amortization of the goodwill and other intangibles and depreciation of theadditional property and equipment associated with the acquisitions completedsince June 30, 2000.  Depreciation andamortization, as a percentage of revenues, increased to 10.5% for the threemonths ended June 30, 2001 from 9.8% for the three months ended June 30, 2000.

             Interest expense, netof interest income, increased 40% to $5.3 million for the three months endedJune 30, 2001 from $3.8 million for the three months ended June 30, 2000 as aresult of additional borrowings to finance acquisitions.

             Provision for incometaxes was $0.3 million for the three months ended June 30, 2001 and $0.2million for the three months ended June 30, 2000.  In 2001, certain additional entities met, for the first timesince being acquired by USPI, the common ownership requirements specified byincome tax regulations in Spain that allow losses from one legal entity tooffset income in other entities resulting in a lower effective tax rate inSpain for the three months ended June 30, 2001 as compared to the same periodof 2000.  Additionally, net operatinglosses carryforwards were utilized to offset taxable income in the UnitedStates for the three months ended June 30, 2001.  Accordingly, USPI has incurred income tax expense at lowereffective rates for the three months ended June 30, 2001 than would otherwisebe the case in applying statutory rates to our consolidated income beforeincome taxes.

             Net income was $1.7 million for thethree months ended June 30, 2001 compared to a net loss of $1.3 million for thethree months ended June 30, 2000.  This$3.0 million improvement primarily results from the increased revenues and improvedeconomies of scale related to expenses discussed above.

**SixMonths Ended June 30, 2001 Compared to Six Months Ended June 30, 2000**

             Revenues increased by$52.0 million, or 87% to $112.1 million for the six months ended June 30, 2001from $60.1 million for the six months ended June 30, 2000.  Of this increase in revenues, $24.6 millionwas contributed by facilities acquired since June 30, 2000, of which $22.0million was contributed by OrthoLink. An additional $10.2 million was attributable to revenue generated by thetwo hospitals in the United Kingdom, acquired in April 2000, for the portion ofthe six months ended June 30, 2001 during which they were not owned in thecomparable prior year period.  Theexchange rate of the European currencies to the U.S. dollar was lower in thesix months ended June 30, 2001 as compared to the same period in the prioryear, resulting in a negative impact of $3.4 million on year over year revenuesfor the facilities in Western Europe that were owned in both 2001 and 2000(“same store” facilities).  Absent thisforeign exchange impact, same store facilities in Western Europe contributed$6.0 million more to consolidated revenue in the six months ended June 30, 2001as compared to the same period in 2000. The remaining increase in revenues was contributed by same store U.S.facilities, which performed approximately 12% more cases in the six monthsended June 30, 2001 as compared to the six months ended June 30, 2000.

             Operating expenses,excluding depreciation and amortization, increased by $34.5 million, or 69%, to$84.2 million for the six months ended June 30, 2001 from $49.7 million for thesix months ended June 30, 2000. Operating expenses, excluding depreciation and amortization, as apercentage of revenues, decreased to 75.1% for the six months ended June 30,2001 from 82.7% for the six months ended June 30, 2000, primarily as a resultof improved economies of scale as the Company expanded.

             EBITDA less minorityinterest increased $15.3 million, or 162%, to $24.7 million for the six monthsended June 30, 2001 from $9.4 million for the six months ended June 30,2000.  Of this increase in EBITDA lessminority interest, $8.5 million was contributed by facilities acquired sinceJune 30, 2000.  EBITDA less minorityinterest, as a percentage of revenues, increased to 22.0% for the six monthsended June 30, 2001 from 15.7% for the six months ended June 30, 2000,primarily as a result of leveraging our operational management and corporateoverhead expenses over the increased revenue.

             Depreciation andamortization increased to $11.8 million, or 93%, for the six months ended June30, 2001 from $6.1 million for the six months ended June 30, 2000 as a resultof amortization of the goodwill and other intangibles and depreciation of theadditional property and equipment associated with the acquisitions completedduring 2000 and the first six months of 2001. Depreciation and amortization, as a percentage of revenues, increased to10.5% for the six months ended June 30, 2001 from 10.2% for the six monthsended June 30, 2000.

             Interest expense, netof interest income, increased 95% to $9.6 million for the six months ended June30, 2001 from $4.9 million for the six months ended June 30, 2000 as a resultof additional borrowings to finance acquisitions.

             Provision for income taxeswas $1.0 million for the six months ended June 30, 2001 and $0.7 million forthe six months ended June 30, 2000.  Theeffective tax rate for the six months ended June 30, 2000 was higher than wouldotherwise be the case in applying statutory rates to our consolidated lossbefore income taxes primarily as a result of certain subsidiaries not meetingthe common ownership time period requirements specified by income taxregulations in Spain that allow losses from one legal entity to offset incomein other entities.   The effective taxrate for the six months ended June 30, 2001 was lower than that incurred in thesame period of 2000 as a result of certain subsidiaries in Spain meeting thecommon ownership time period requirements for the first time in 2001.  Additionally, net operating lossescarryforwards were utilized to offset taxable income in the United States forthe six months ended June 30, 2001 resulting in lower effective rates for thisperiod than would otherwise be the case in applying statutory rates to ourconsolidated income before income taxes.

             Net income was $2.2 million for thesix months ended June 30, 2001 compared to a net loss of $2.4 million for thesix months ended June 30, 2000.  This$4.6 million improvement primarily results from the increased revenues andimproved economies of scale related to expenses discussed above.

**Liquidityand Capital Resources**

             On June 13, 2001, theCompany received net proceeds of $130.7 million from an initial public offeringof 10,350,000 shares of its common stock, which included 1,350,000 sharesattributable to the underwriters’ exercise of their over-allotment option.  Net proceeds of the offering were used toredeem $33.7 million of redeemable preferred stock and repay $91.3 million ofbank indebtedness.  The remaining $7.3million was included in the $12.1 million of cash and cash equivalents at June30, 2001.  Working capital was $18.6million at June 30, 2001.  During thesix months ended June 30, 2001, the Company generated $8.7 million of cash flowsfrom operations as compared to $5.1 million during the six months ended June30, 2000.

             During the six monthsended June 30, 2001, the Company’s cash requirements for the purchases ofbusinesses and property and equipment were $16.4 million, of which approximately$3.2 million of property and equipment purchases related to ongoing developmentprojects.  The $16.4 million was fundedwith the cash flows from operations noted above and net borrowings under creditagreements with banks.  Net cashprovided during the six months ended June 30, 2001 by financing activitiestotaled $16.2 million, including the $7.3 million of remaining proceeds fromthe initial public offering of common stock noted above.

             In connection with theinitial public offering of common stock, the Company repaid all borrowingsunder its existing credit agreements in the United States and entered into anew credit agreement with a group of commercial lenders providing the Companywith the ability to borrow up to $55 million to be used for acquisitions andgeneral corporate purposes.  Borrowingsunder this agreement bear interest at variable rates tied to Prime and LIBORand mature on June 13, 2004.  At June 30,2001, there were no borrowings outstanding under this agreement.  However, the Company has entered intoagreements to acquire a majority interest in an ambulatory surgery center inFort Worth, Texas and to increase its ownership position in its Garland, Texascenter that will collectively require approximately $15.8 million, a majorityof which will be provided through net borrowings under this agreement.

             Additionally, theCompany has credit agreements with commercial lenders in each of the twocountries in Western Europe in which it operates.  In Spain, the credit agreement provides for borrowings of up to100 million Euros (approximately $84.7 million as of June 30, 2001) with borrowing availability calculated quarterlybased on trailing EBITDA, including historical EBITDA of acquired entities.Borrowings under this agreement may be used for acquisitions of healthcarefacilities in Spain or Portugal and working capital purposes, bear interest atrates ranging from 0.75% to 2.25% over Euribor and mature on December 31,2007.  At June 30, 2001, approximately$23.2 million was outstanding under this agreement, and approximately $6.2million was available for borrowing. The credit agreement in the United Kingdomprovides for total borrowings of £42.0 million (approximately $59.1  million as of June 30, 2001) under threeseparate facilities.  At June 30, 2001,total outstanding borrowings under this term facility were approximately $34.2million and approximately $16.5 million was available for borrowings. Thecredit agreement specifies that of this available amount, $9.7 million be usednot later than September 30, 2003 to retire demand notes payable to the formerowners of the Company's two hospitals in the United Kingdom.  Borrowings under this agreement bearinterest at rates of 1.50% to 2.00% over LIBOR and mature in April 2010. The Company  pledged the capital stock of its U.K.subsidiaries to secure borrowings under this agreement.  The Company was in compliance with allcovenants under its credit agreements as of June 30, 2001.

             The Company believesthat existing funds, cash flows from operations and borrowings under its creditfacilities will provide sufficient liquidity for the next twelve months.  The Company intends to acquire and developadditional facilities in the future and may require additional debt or equityfinancing for these acquisitions and development projects.   There are no assurances that needed capitalwill be available on acceptable terms, if at all.  If the Company is unable to obtain funds when needed or onacceptable terms, it will be required to curtail its acquisition anddevelopment program.

**ITEM 3.  *Quantitative and Qualitative Disclosures About MarketRisk***

             The Company hasexposure to interest rate risk related to its financing, investing, and cashmanagement activities.  The Company'sfinancing arrangements with banks are based on the spread over Prime, LIBOR orEuribor.  The Company's financingarrangements with private equity firms are based on fixed rates.  Inflation and changing prices have notsignificantly affected the Company's operating results or the markets in whichthe Company performs services.

             The Company'sinternational revenues are a significant portion of its total revenues.  The Company is exposed to risks associatedwith operating internationally, including:

             •            foreign currency exchange risk; and

             •            taxes and regulatory changes.

             Historically, theCompany has not held or issued derivative financial instruments.  The Company does not use derivativefinancial instruments for speculative purposes.  The Company's international operations in some instances operateas a natural hedge because both expenses and revenues are denominated in localcurrency.

**PART II – OTHER INFORMATION**

**ITEM 1. *Legal Proceedings***

             From time to time, theCompany is involved in litigation incidental to its business. In the Company'sopinion, no litigation to which the Company is currently a party, if decidedadversely to the Company, is likely to have a material adverse effect on theCompany's results of operations, cash flows or financial condition.

**ITEM 6.  *Exhibits and Reports on Form 8-K***

             (a)         Exhibits:
2.1Agreement and Plan  of Merger, dated as of December 6, 2000, among United Surgical Partners  International, Inc., OPC Acquisition Corporation and OrthoLink Physicians  Corporation (incorporated by reference to Exhibit 2.1 to the Company’s  Registration Statement on Form S-1 initially filed with the SEC on February  12, 2001, No. 333-55442)  2.2Agreement for the  Sale and Purchase of Shares and Loan Notes in Aspen Healthcare Holdings  Limited, dated April 6, 2000, between Electra Private Equity Partners 1995  and others and Global Healthcare Partners Limited (incorporated by reference  to Exhibit 2.2 to the Company’s Registration Statement on Form S-1 initially  filed with the SEC on February 12, 2001, No. 333-55442)  3.1.1Second Amended and  Restated Certificate of Incorporation (incorporated by reference to Exhibit  3.1.1 to the Company’s Registration Statement on Form S-1 initially filed  with the SEC on February 12, 2001, No. 333-55442)  3.1.2Series D Redeemable  Preferred Certificate of Designation (incorporated by reference to Exhibit  3.1.2 to the Company’s Registration Statement on Form S-1 initially filed  with the SEC on February 12, 2001, No. 333-55442)  3.2Amended and  Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s  Registration Statement on Form S-1 initially filed with the SEC on February  12, 2001, No. 333-55442)  10.1*Credit Agreement,  dated as of June 13, 2001, by and among USP Domestic Holdings, Inc., the  lenders party thereto, Credit Suisse First Boston, as Administrative Agent,  Lehman Commercial Paper Inc., as Syndication Agent and Societe Generale, as  Documentation Agent  10.2*First Amendment to  2001 Equity-Based Compensation Plan  10.3*First Amendment to  Employee Stock Purchase Plan
*           Filed herewith

(b)        Reports on Form 8-K:

The Company filed areport on Form 8-K, dated June 14, 2001, during the quarter ended June 30,2001, to report the authorization by the board of directors of the issuance ofone preferred share purchase right with respect to each outstanding share ofcommon stock under a Rights Agreement dated June 13, 2001, between the Companyand First Union National Bank, as Rights Agent.

**SIGNATURE**

             Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.
 United Surgical  Partners International, Inc.     By:/s/ Mark A. Kopser    Mark A. Kopser  *Senior Vice President and*  *Chief Financial Officer*  *(Principal Financial Officer  and duly authorized*  *to sign this report on behalf  of the Registrant)*       By:/s/ John J. Wellik    John J. Wellik  *Vice President and Controller*  *(Principal Accounting Officer)*Date:  August 14, 2001  
**EXHIBIT INDEX**
Exhibit NumberDescription  of Exhibit  2.1Agreement and Plan  of Merger, dated as of December 6, 2000, among United Surgical Partners  International, Inc., OPC Acquisition Corporation and OrthoLink Physicians Corporation  (incorporated by reference to Exhibit 2.1 to the Company’s Registration  Statement on Form S-1 initially filed with the SEC on February 12, 2001, No.  333-55442)  2.2Agreement for the  Sale and Purchase of Shares and Loan Notes in Aspen Healthcare Holdings  Limited, dated April 6, 2000, between Electra Private Equity Partners 1995  and others and Global Healthcare Partners Limited (incorporated by reference  to Exhibit 2.2 to the Company’s Registration Statement on Form S-1 initially  filed with the SEC on February 12, 2001, No. 333-55442)  3.1.1Second Amended and  Restated Certificate of Incorporation (incorporated by reference to Exhibit  3.1.1 to the Company’s Registration Statement on Form S-1 initially filed  with the SEC on February 12, 2001, No. 333-55442)  3.1.2Series D Redeemable  Preferred Certificate of Designation (incorporated by reference to Exhibit  3.1.2 to the Company’s Registration Statement on Form S-1 initially filed  with the SEC on February 12, 2001, No. 333-55442)  3.2Amended and  Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s  Registration Statement on Form S-1 initially filed with the SEC on February  12, 2001, No. 333-55442)  10.1*Credit Agreement,  dated as of June 13, 2001, by and among USP Domestic Holdings, Inc., the  lenders party thereto, Credit Suisse First Boston, as Administrative Agent,  Lehman Commercial Paper Inc., as Syndication Agent and Societe Generale, as  Documentation Agent  10.2*First Amendment to  2001 Equity-Based Compensation Plan  10.3*First Amendment to  Employee Stock Purchase Plan
*           Filed herewith**