EXHIBIT 10.4

   SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO
             THE FIRST AMENDMENT TO CREDIT AGREEMENT


          SECOND   AMENDMENT  TO  CREDIT  AGREEMENT   AND   FIRST
AMENDMENT  TO  THE  FIRST  AMENDMENT TO  CREDIT  AGREEMENT  (this
"Amendment") dated as of December 31, 2002, among Vanguard Health
Systems,  Inc. (the "Borrower"), the lenders from  time  to  time
party  to the Credit Agreement referred to below (the "Lenders"),
and   Bank  of  America,  N.A.,  as  Administrative  Agent   (the
"Administrative   Agent").   Unless  otherwise   indicated,   all
capitalized  terms used herein and not otherwise  defined  herein
shall have the respective meanings provided to such terms in  the
Credit Agreement referred to below.

                      W I T N E S S E T H:

          WHEREAS,  the  Borrower, the Lenders,  the  Joint  Lead
Arrangers,  the Administrative Agent, the Syndication  Agent  and
the  Co-Documentation Agents are parties to a  Credit  Agreement,
dated  as  of July 30, 2001 (as amended, modified or supplemented
to the date hereof, the "Credit Agreement"); and

          WHEREAS,  subject to the terms and conditions  of  this
Amendment, the parties hereto wish to amend the Credit  Agreement
as herein provided;

          NOW, THEREFORE, it is agreed:

I. Amendments to the Credit Agreement

     1.    Section 1.01(d)(iv) of the Credit Agreement is  hereby
restated in its entirety as follows:

          "(iv)      shall  not, in the case of Incremental  Term
     Loans  provided  pursuant  to  the  Incremental  Term   Loan
     Commitment Agreement delivered in connection with the  First
     Amendment, exceed $150,000,000 in aggregate principal amount
     for  all such Incremental Term Loans made by all Incremental
     Term  Loan  Lenders  party  to such  Incremental  Term  Loan
     Commitment  Agreement.  Once repaid or prepaid,  Incremental
     Term Loans may not be reborrowed."

     2.    The  introductory  clause of Section  1.13(a)  of  the
Credit  Agreement is hereby amended by inserting  the  text  "and
with   the   prior  written  consent  of  the  Required  Lenders"
immediately  following  the  text  "in  consultation   with   the
Administrative Agent" appearing therein.

     3.    Section  1.13(a)  of the Credit  Agreement  is  hereby
further  amended  by  deleting the text "and  (x)"  appearing  in
clause  (ii) thereof and inserting the text ", (x) and  (xi)"  in
lieu thereof.

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     4.    Section 1.13(a)(iv) of the Credit Agreement is  hereby
restated in its entirety as follows:

          "(iv)     the aggregate amount of all Incremental  Term
     Loan Commitments permitted to be provided under this Section
     1.13  pursuant  to  the  Incremental  Term  Loan  Commitment
     Agreement  delivered in connection with the First  Amendment
     shall not exceed $150,000,000;"

     5.    Section  1.13(a)  of the Credit  Agreement  is  hereby
further  amended by deleting the text "and" appearing at the  end
of clause (x) thereof, redesignating existing clause (xi) thereof
as  clause  (xii) thereof and inserting the following new  clause
(xi) immediately following clause (x) thereof:

            "(xi)       prior  to  any  particular  request   for
     Incremental  Term  Loan  Commitments  made  as  contemplated
     above,  the Borrower shall obtain the prior written  consent
     of  the  Required Lenders thereto (and to the incurrence  of
     Incremental Term Loans pursuant thereto), which consent must
     also   be  as  to  the  amount  of  Incremental  Term   Loan
     Commitments to be requested and Incremental Term Loans to be
     incurred pursuant thereto; and"

     6.    Section  2.04(a)  of the Credit  Agreement  is  hereby
amended  by inserting the text "with a Revolving Loan Commitment"
immediately following the text "each Lender" appearing within the
first sentence of such Section 2.04(a).

     7.    Section 3.01 of the Credit Agreement is hereby amended
by:  (i) redesignating existing clause (f) thereof as clause  (g)
thereof   and  (ii)  inserting  the  following  new  clause   (f)
immediately following existing clause (e) thereof:

          "(f)  The  Borrower agrees to pay to the Administrative
     Agent upon any prepayment of the principal of Incremental  B
     Term  Loans  pursuant  to each of Section  4.01  (including,
     without  limitation prepayments made with  the  proceeds  of
     Indebtedness which are not required to be applied  to  repay
     Loans and/or reduce Commitments pursuant to Section 4.02(d))
     and   Section   4.02(d),  in  each  case  for  the   ratable
     distribution  to  each  Lender holding  Incremental  B  Term
     Loans, a fee in an amount equal to (x) if such prepayment is
     made  prior to the first anniversary of the First  Amendment
     Effective  Date, 2.0% of the aggregate principal  amount  of
     such  prepayment and (y) if such prepayment is  made  on  or
     after the first anniversary of the First Amendment Effective
     Date  and  prior  to  the second anniversary  of  the  First
     Amendment  Effective  Date, 1.0% of the aggregate  principal
     amount  of such prepayment.  All such prepayment fees  shall
     be due and payable upon the date of any such prepayment.  In
     determining  whether a prepayment fee is due (in  whole,  in
     part  or  not  at all) in respect of any prepayment  of  the
     principal  of  Incremental B Term Loans where  Borrower  has
     cash  proceeds available to it for such prepayment from more
     than  one  source, all prepayments made with  cash  proceeds
     pursuant  to  the  provisions of Sections 4.02(a),  4.02(b),
     4.02(c), 4.02(e), 4.02(f) and 4.02(g) shall be considered to
     be  made prior to any prepayments made (or considered to  be
     made)  pursuant  to  the  provisions  of  Section  4.01  and
     4.02(d).   For the avoidance of doubt, mandatory prepayments
     made  by the Borrower pursuant to Sections 4.02(a),

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     4.02(b), 4.02(c),  4.02(e), 4.02(f) and 4.02(g) shall not be
     subject  to prepayment fees contemplated under this  Section
     3.01(f)."

     8.    Section  4.01(a)  of the Credit  Agreement  is  hereby
amended  by  inserting the text "except as otherwise provided  in
this  Agreement" immediately after the text "without  premium  or
penalty"  appearing in the introductory clause  of  such  Section
4.01(a).

     9.   Section 4.01 is hereby further amended by inserting the
following new clause (c) at the end thereof:

          "(c)  Each  prepayment  of  Incremental  B  Term  Loans
     pursuant  to  this  Section 4.01 shall  be  subject  to  the
     payment of the fee described in Section 3.01(f)."

     10.   Section  4.02(b)  is hereby amended  by  deleting  the
reference  to  "(i)"  appearing at the  beginning  of  the  first
sentence of such Section 4.02(b).

     11.  Section 4.02 is hereby further amended by inserting the
following new clause (k) at the end thereof:

           "(k) Each prepayment of Incremental B Term Loans  made
     pursuant to Section 4.02(d) shall be subject to the  payment
     of the fee described in Section 3.01(f)."

     12.   Section 9.09 of the Credit Agreement is hereby amended
by:  (i) deleting the text "Consolidated Leverage Ratio." in  the
title appearing at the beginning of Section 9.09 and inserting in
lieu   thereof   the  text  "Consolidated  Leverage   Ratio   and
Consolidated Senior Leverage Ratio. (a)", (ii) inserting the text
"(c)"  immediately preceding the last paragraph of  such  Section
9.09 and (iii) inserting the following new clause (b) immediately
following the end of the table set forth in Section 9.09:

     "(b)  The  Borrower will not permit the Consolidated  Senior
     Leverage Ratio solely as of the last day of any Test  Period
     ending  (x)  on or prior to December 31, 2003 to be  greater
     than  2.75:1.00  and (y) on or after March 31,  2004  to  be
     greater than 2.50:1.00."

     13.   The definitions of "Convertible Subordinated Debt" and
"Convertible  Subordinated Debt Documents" appearing  in  Section
11.01 of the Credit Agreement are hereby amended by deleting each
reference  to  "2012"  in  such  definitions  and  in  each  case
inserting the text "2013" in lieu thereof.

     14.  Section 11.01 of the Credit Agreement is hereby further
amended  by inserting in the appropriate alphabetical  order  the
following new definition:

     "Term Loan" shall mean the Incremental Term Loan.

     15.   Section 13.04(b) is hereby amended by restating clause
(x) of the first sentence thereof in its entirety as follows:

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     "(x)   assign  all  or  a  portion  of  its  Revolving  Loan
Commitment (and related outstanding Obligations hereunder) and/or
its  outstanding Incremental Term Loans to (i) its parent company
and/or  any affiliate of such Lender which is at least 50%  owned
by  such  Lender or its parent company or to one  or  more  other
Lenders  or  (ii) in the case of any Lender that is a  fund  that
invests  in  loans, any other fund that invests in loans  and  is
managed  or advised by the same investment advisor of any  Lender
or by an Affiliate of such investment advisor, to the extent that
each  Person  that  becomes a Lender pursuant  to  an  assignment
permitted by this clause 13.04(b) will upon its becoming party to
this   Credit  Agreement  represent,  that  it  is  an   Eligible
Transferee  which makes or acquires loans in the ordinary  course
of  its  business and that it will make or acquire the Loans  for
its own account in the ordinary course of such business, or".

     16.  Section 13.04(b) is hereby further amended by inserting
the   following  parenthetical  immediately  following  the  text
"$3,500"  appearing within subsection (v) of  the  first  proviso
thereof.

     "(provided that contemporaneous assignments by a  Lender  to
two  or  more Eligible Transferees that are funds that invest  in
loans which are managed or advised by the same investment advisor
(or  an Affiliate thereof) shall be treated as one assignment for
the purposes of the aforementioned assignment fee)"

     17.  Section 13.04(c) is hereby amended by deleting the text
"with the consent of" appearing within such Section 13.04(c)  and
inserting the text "with prior notification to" in lieu thereof.

     18.   Section  13.12(a) of the Credit  Agreement  is  hereby
amended  by:  (i)  deleting the text "or"  immediately  prior  to
subsection  (v)  and inserting a comma in lieu thereof  and  (ii)
inserting  the  following subsection (vi)  immediately  following
subsection (v) thereof:

     "or  (vi)  amend, modify or waive any provisions of  Section
13.06(a) providing for payments to be made ratably to the Lenders
(it  being  understood  that, with the consent  of  the  Required
Lenders,  additional  extensions  of  credit  pursuant  to   this
Agreement  may  be  included  in determining  any  ratable  share
pursuant to Section 13.06(a) and adjustments to any such  Section
may be made consistent therewith);"

II.    Amendments to the First Amendment

     1.   Section 9 of the "Terms and Conditions for Incremental
Term Loan Commitment Agreement-Annex I" appearing as Exhibit A to
the First Amendment to Credit Agreement is hereby amended by
deleting the reference to "January 3, 2003" thereof and inserting
the text "February 3, 2003" in lieu thereof.

     2.   Section 3 of the "Terms and Conditions for Incremental
Term Loan Commitment Agreement-Annex I" appearing as Exhibit A to
the First Amendment to Credit Agreement is hereby amended by
deleting the reference to "2009" thereof and inserting the text
"2010" in lieu thereof.

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III. Miscellaneous Provisions.

     1.    In  order  to  induce the Lenders to enter  into  this
Amendment, the Borrower hereby represents and warrants that:

          (a)   no  Default or Event of Default exists as of  the
     Second  Amendment  Effective Date (as defined  below),  both
     before   and  immediately  after  giving  effect   to   this
     Amendment; and

          (b)    all   of   the  representations  and  warranties
     contained  in  the  Credit Agreement and  the  other  Credit
     Documents  are true and correct in all material respects  on
     the  Second Amendment Effective Date, both before and  after
     giving  effect  to this Amendment, with the same  effect  as
     though such representations and warranties had been made  on
     and  as  of  the Second Amendment Effective Date  (it  being
     understood that any representation or warranty made as of  a
     specific  date  or  for a given period  shall  be  true  and
     correct  in all material respects as of such specified  date
     or such given period, as the case may be).

     2.    This  Amendment is limited as specified and shall  not
constitute  a  modification, acceptance or waiver  of  any  other
provision of the Credit Agreement or any other Credit Document.

     3.    This  Amendment  may  be executed  in  any  number  of
counterparts  and  by the different parties  hereto  on  separate
counterparts,  each  of  which  counterparts  when  executed  and
delivered  shall be an original, but all of which shall  together
constitute  one  and  the same instrument.   A  complete  set  of
counterparts   shall  be  lodged  with  the  Borrower   and   the
Administrative Agent.

     4.    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS  OF  THE
PARTIES  HEREUNDER  SHALL BE CONSTRUED  IN  ACCORDANCE  WITH  AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

     5.    This  Amendment shall become effective as of  December
31,  2002 (the "Second Amendment Effective Date"), provided  that
on  or  prior  to  the  earlier of the date on  which  the  First
Amendment becomes effective or February 3, 2003, the Borrower and
the  Required  Lenders  shall have signed  a  counterpart  hereof
(whether  the  same  or different counterparts)  and  shall  have
delivered (including by way of facsimile transmission)  the  same
to    the    Administrative   Agent   at   the   Notice   Office.
Notwithstanding  anything  to  the  contrary  contained  in  this
Amendment, in the event that the First Amendment does not  become
effective  pursuant to the terms thereof on or prior to  February
3,  2003,  then  the  amendments to  the  Credit  Agreement  made
pursuant to this Amendment shall have no further force and effect
(as if such amendments had never taken effect).

     6.   From and after the Second Amendment Effective Date, all
references  in the Credit Agreement and each of the other  Credit
Documents  to  the  Credit  Agreement  shall  be  deemed  to   be
references to the Credit Agreement as modified hereby.

                         *      *      *

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          IN  WITNESS  WHEREOF, each of the  parties  hereto  has
caused  a  counterpart of this Amendment to be duly executed  and
delivered as of the date first above written.


                              VANGUARD HEALTH SYSTEMS, INC.

                              By: /s/ Joseph D. Moore
			      -----------------------------------
                              Title: Executive Vice President,
				     Chief Financial Officer & Treasurer


                              BANK OF AMERICA, N.A.,
                              Individually and as Administrative Agent

                              By: /s/ Kevin Wagley
			      -----------------------------------
                              Title: Principal


                              MORGAN STANLEY SENIOR FUNDING, INC.

                              By: /s/ Henry F. D'Alessandro
			      -----------------------------------
                              Title: Executive Director


                              WACHOVIA BANK, NATIONAL ASSOCIATION
                              (f/k/a First Union National Bank)

                              By: /s/ Harry E. Ellis
			      -----------------------------------
                              Title: Managing Director Senior Vice President


                              LASALLE BANK NATIONAL ASSOCIATION

                              By: /s/ Sarah Rusher
			      -----------------------------------
                              Title: First Vice President


                              CREDIT SUISSE FIRST BOSTON

                              By: /s/ Jennifer A. Pieza
			      -----------------------------------
                              Title: Associate


                              By: /s/ William Fox
			      -----------------------------------
                              Title:


                              CREDIT LYONNAIS NEW YORK BRANCH

                              By: /s/ Charles Heidsieck
			      -----------------------------------
                              Title: Senior Vice President