EXHIBIT 4.2

                  THIRD SUPPLEMENTAL INDENTURE

     THIRD    SUPPLEMENTAL    INDENTURE    (this    "Supplemental
Indenture"),  dated as of October 31, 2002 among VHS  Acquisition
Subsidiary  Number  11, Inc., a Delaware corporation  ("VHS-11");
VHS   Acquisition   Subsidiary  Number  12,  Inc.,   a   Delaware
corporation  ("VHS-12");  VHS  San  Antonio  Partners,  L.P.,   a
Delaware   limited   partnership  ("VHS-SA");   VHS   Acquisition
Partnership Number 1, L.P., a Delaware limited partnership ("VHS-
LP1");  and  VHS  Acquisition Company Number 1, LLC,  a  Delaware
limited  liability company ("VHS-LLC1"); (each of VHS-11, VHS-12,
VHS-SA,  VHS-LP1  and VHS-LLC1 being a "Guaranteeing  Subsidiary"
and,   collectively,   the  "Guaranteeing  Subsidiaries"),   each
Guaranteeing  Subsidiary  being also  a  subsidiary  of  Vanguard
Health  Systems,  Inc. (or its permitted successor),  a  Delaware
corporation (the "Company"), the other Guarantors (as defined  in
the  Indenture  referred to herein) and Bank One  Trust  Company,
N.A.,  as  trustee  under the indenture referred  to  below  (the
"Trustee").

                       W I T N E S S E T H

     WHEREAS,  the Company has heretofore executed and  delivered
to the Trustee the indenture (as amended, the "Indenture"), dated
as  of  July 30, 2001, providing for the issuance of an aggregate
principal amount of up to $300,000,000 of 9 3/4% Senior Subordinated
Notes due 2011 (the "Notes");

     WHEREAS,  Section 4.07 of the Indenture provides  that  each
Guaranteeing Subsidiary shall execute and deliver to the  Trustee
a  supplemental  indenture  pursuant to  which  the  Guaranteeing
Subsidiary  shall unconditionally guarantee all of the  Company's
obligations  under the Notes and the Indenture on the  terms  and
conditions  set forth herein and therein (the "Note  Guarantee");
and

     WHEREAS,  pursuant  to Section 9.01 of  the  Indenture,  the
Trustee  is  authorized to execute and deliver this  Supplemental
Indenture.

     NOW  THEREFORE,  in consideration of the foregoing  and  for
other  good and valuable consideration, the receipt of  which  is
hereby  acknowledged, the Guaranteeing Subsidiaries, the  Company
and  the  Trustee mutually covenant and agree for the  equal  and
ratable benefit of the Holders of the Notes as follows:

     1.    Capitalized Terms; Conflict.  Capitalized  terms  used
herein  without  definition shall have the meanings  assigned  to
them in the Indenture.  In the event of any inconsistency between
the  terms of this Supplemental Indenture and the Indenture,  the
terms of the Indenture shall control.

     2.    Agreement to Guarantee.  The Guaranteeing Subsidiaries
hereby agree as follows:

          (a) To  jointly and severally Guarantee to each  Holder
              of  Notes under the Indenture and to the Trustee on
              behalf of the Holders:

               (i)  the due and punctual payment of the principal
                    of,  premium,  if any, and interest  on  each
                    Note  when  and as the same shall become  due
                    and   payable,   whether  at   maturity,   by
                    acceleration  or  otherwise,  the

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		    due   and
                    punctual payment of  interest on the  overdue
                    principal  of, premium, if any, and  interest
                    on  the Notes, to the extent lawful, and  the
                    due  and  punctual performance of  all  other
                    obligations of the Company to the Holders  or
                    the Trustee, all in accordance with the terms
                    the Notes and the Indenture; and

               (ii) in  the  case  of any extension  of  time  of
                    payment  or renewal of any Notes  or  any  of
                    such  other  obligations, the  same  will  be
                    promptly  paid in full when due or  performed
                    in accordance with the terms of the extension
                    or    renewal,   at   Stated   Maturity,   by
                    acceleration  or otherwise,  subject  to  the
                    limitations set forth in Section 10.01 of the
                    Indenture.

          (b) The   obligations   hereunder  are   absolute   and
              unconditional, and nothing contained herein, or  in
              the  Indenture or in the Notes (i) is  intended  to
              or  shall  impair, as among any Guarantor  and  the
              Holders  of  the  Notes, the  obligations  of  each
              Guaranteeing  Subsidiary,  upon  failure   by   the
              Company,  to  pay to the Holders of the  Notes  the
              principal of, premium, if any, and interest on  the
              Notes  as  and when the same shall become  due  and
              payable in accordance with their terms, or (ii)  is
              intended to or shall affect the relative rights  of
              the  Holders  and creditors of such Guarantor,  nor
              shall  anything  herein  or  therein  prevent   any
              Holder   or  the  Trustee  on  their  behalf   from
              exercising  all  remedies  otherwise  permitted  by
              applicable law upon default under the Indenture.

              Without  limiting the foregoing, nothing  contained
              herein,  or in the Indenture or in the Notes,  will
              restrict  the right of the Trustee or  the  Holders
              to  take  any action to declare the Note  Guarantee
              to  be due and payable prior to the Stated Maturity
              of  any  Notes  pursuant to Section  6.02   of  the
              Indenture  or  to  pursue any  rights  or  remedies
              thereunder.

          (c) The   following   is   hereby  waived:   diligence,
              presentment,  demand of payment, filing  of  claims
              with  a  court in the event of merger or bankruptcy
              of  the  Company, any right to require a proceeding
              first   against   the  Company,  the   benefit   of
              discussion, protest or notice with respect  to  any
              such  Note  or  debt  evidenced  thereby  and   all
              demands whatsoever.

          (d) This  Note Guarantee shall not be discharged as  to
              any   Note  except  by  payment  in  full  of   the
              principal  thereof, premium, if any,  and  interest
              thereon and as provided in Sections 8.01, 8.02  and
              8.03.

          (e) If  any  Holder or the Trustee is required  by  any
              court  or  otherwise to return to the Company,  any
              Guarantor,  or any custodian, receiver, liquidator,
              trustee,  sequestrator  or other  similar  official
              acting   in  relation  to  the  Company   or   such
              Guarantor, any amount paid to the Trustee  or  such
              Holder  in  respect of a Note, this Note Guarantee,
              to  the  extent  theretofore discharged,  shall  be
              reinstated in full force and effect.

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          (f) The   Guaranteeing  Subsidiaries   shall   not   be
              entitled  to  any right of subrogation in  relation
              to  the  Holders  in  respect  of  any  obligations
              guaranteed  hereby until payment  in  full  of  all
              obligations guaranteed hereby.

          (g) As  between  the Guarantors, on the one  hand,  and
              the  Holders  and the Trustee, on the  other  hand,
              (x)  the  maturity  of  the obligations  guaranteed
              hereby  may  be accelerated as provided in  Article
              VI  of the Indenture for the purposes of this  Note
              Guarantee, notwithstanding any stay, injunction  or
              other  prohibition preventing such acceleration  in
              respect  of the obligations guaranteed hereby,  and
              (y)   in   the   event   of  any   declaration   of
              acceleration  of such obligations  as  provided  in
              Article  VI  of  the  Indenture,  such  obligations
              (whether  or  not due and payable) shall  forthwith
              become  due and payable by the Guarantors  for  the
              purpose of this Note Guarantee.

          (h) The   Guarantors  shall  have  the  right  to  seek
              contribution from any non-paying Guarantor  to  the
              extent provided in the Indenture.

     3.   Subordination of Guarantee. The Note Guarantee shall be
subordinated  pursuant to, and in accordance with the  terms  and
provisions  of  Article XII of the Indenture,  which  are  deemed
incorporated by reference herein.

     4.    Execution and Delivery.  The Note Guarantee shall  not
be  valid or become obligatory for any purpose with respect to  a
Note  until the certificate of authentication on such Note  shall
have been signed by or on behalf of the Trustee.

     5.    Guaranteeing  Subsidiaries May  Consolidate,  Etc.  on
Certain  Terms.   Each Guaranteeing Subsidiary may  not  sell  or
otherwise  dispose of all or substantially all of its assets,  or
consolidate  with  or  merge with or into (whether  or  not  such
Guarantor is the surviving Person) another corporation, Person or
entity  whether or not affiliated with such Guarantor  except  in
accordance  with  the  provisions set  forth  in  the  Indenture,
including, without limitation, Section 5.01 of the Indenture.

     6.    Releases.   The  Note Guarantee of  each  Guaranteeing
Subsidiary will be released in accordance with the provisions set
forth  in  the Indenture, including, without limitation,  Section
10.3 of the Indenture.

     7.    New York Law to Govern.  THE INTERNAL LAW OF THE STATE
OF   NEW  YORK  SHALL  GOVERN  AND  BE  USED  TO  CONSTRUE   THIS
SUPPLEMENTAL INDENTURE.

     8.    Counterparts.   The parties may  sign  any  number  of
copies of this Supplemental Indenture.  Each signed copy shall be
an  original,  but  all  of  them  together  represent  the  same
agreement.

     9.    Effect  of Headings.  The Section headings herein  are
for  convenience  only  and  shall not  affect  the  construction
hereof.

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     10.   The Trustee.  The Trustee shall not be responsible  in
any manner whatsoever for or in respect of the validity, legality
or  sufficiency  of  this Supplemental Indenture  or  for  or  in
respect  of the recitals contained herein, all of which  recitals
are made solely by the Guaranteeing Subsidiaries and the Company.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Supplemental Indenture to be duly executed and attested,  all  as
of the date first above written.

                              VHS ACQUISITION SUBSIDIARY
                              NUMBER 11, INC.

                              By: /s/ James H. Spalding
			  	 -------------------------------
                                 James H. Spalding
                                 Senior Vice President


                              VHS ACQUISITION SUBSIDIARY
                              NUMBER 12, INC.

                              By: /s/ James H. Spalding
			  	 -------------------------------
                                 James H. Spalding
                                 Senior Vice President


                              VHS SAN ANTONIO PARTNERS, L.P.
                              By: VHS Acquisition Subsidiary
                              	  Number 5, Inc.,
				  General Partner

                              By: /s/ James H. Spalding
			  	 -------------------------------
                                 James H. Spalding
                                 Senior Vice President


                              VHS ACQUISITION PARTNERSHIP NUMBER
                              1, L.P.
                              By: VHS Acquisition Subsidiary
				  Number 6, Inc.,
                                  General Partner

                              By: /s/ James H. Spalding
			  	 -------------------------------
                                 James H. Spalding
                                 Senior Vice President

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                              VHS ACQUISITION COMPANY
                              NUMBER 1, LLC

                              By: /s/ James H. Spalding
			  	 -------------------------------
                                 James H. Spalding
                                 Senior Vice President


                              VANGUARD HEALTH SYSTEMS, INC.

                              By: /s/ James H. Spalding
			  	 -------------------------------
                                 James H. Spalding
                                 Senior Vice President


                              BANK ONE TRUST COMPANY, N.A,
                              as Trustee

                              By: /s/ Gregory G. Cross
			  	 -------------------------------
                                 Name:  Gregory G. Cross
                                 Title: Vice President

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