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                                                                  Exhibit 4.3(c)


                                 THIRD AMENDMENT
                               TO CREDIT AGREEMENT


         THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of August 17, 1998 (this
"Amendment"), among UNIVERSAL HOSPITAL SERVICES, INC., a Minnesota corporation
(the "Borrower"), the financial institutions party to the Credit Agreement
described below (the "Banks") and BANKERS TRUST COMPANY, as Administrative
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided such terms in the Credit Agreement referred to
below.

                              W I T N E S S E T H :

         WHEREAS, the Borrower, the Banks and the Administrative Agent are
parties to a Credit Agreement, dated as of February 25, 1998 (as amended,
modified and supplemented through, but not including, the date hereof, the
"Credit Agreement");

         WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided; and

         NOW THEREFORE, it is agreed:

         1. Section 3.01 of the Credit Agreement is hereby amended by (i)
inserting the text "(other than the unutilized amount of the Over-Advance
Commitment)" at the end of the first sentence of clause (a), (ii) redesignating
clauses (b), (c), (d), (e) and (f) as clauses (c), (d), (e), (f) and (g),
respectively, and (iii) inserting the following new clause (b) immediately after
clause (a) thereof:

                  "(b) The Borrower agrees to pay the Administrative Agent a
         non-refundable commitment fee (the "Over-Advance Commitment Fee") for
         the account of each Non-Defaulting Bank with an Over-Advance Commitment
         for the period from and including the Third Amendment Effective Date
         to, but not including, the Over-Advance Maturity Date, computed at a
         rate for each day equal to 3/4 of 1% per annum on the daily average
         unutilized amount of the Total Over-Advance Commitment. Such
         Over-Advance Commitment Fee shall be due and payable in arrears on the
         Over-Advance Maturity Date."

         2. Section 8.02 of the Credit Agreement is hereby amended by (i)
deleting the text "and" appearing at the end of clause (k) thereof, (ii)
deleting the period appearing at the end of clause (l) thereof and inserting the
text "; and" in lieu thereof and (iii) inserting the following new clause (m)
immediately after clause (l) thereof:

                  "(m) the Borrower may consummate the PCH Acquisition."

         3. Section 10 of the Credit Agreement is hereby amended by:

              
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                  (i) deleting the last sentence appearing in the definition of
         "Applicable Margin" in its entirety and inserting the following new
         sentence in lieu thereof:

                  "Notwithstanding anything to the contrary above in this
                  definition, (a) the Applicable Margin for Over-Advance Loans
                  shall be (i) from the Third Amendment Effective Date to and
                  including the date which is 120 days after the Third Amendment
                  Effective Date, (x) in the case of Base Rate Loans, 1.50% and
                  (y) in the case of Eurodollar Loans, 2.75%, (ii) from the date
                  which is 121 days after the Third Amendment Effective Date to
                  and including the date which is 150 days after the Third
                  Amendment Effective Date, (x) in the case of Base Rate Loans,
                  1.625%, and, in the case of Eurodollar Loans, 2.875% and (iii)
                  from the date which is 151 days following the Third Amendment
                  Effective Date to and including the Over-Advance Maturity
                  Date, (x) in the case of Base Rate Loans, 1.75%, and, (y) in
                  the case of Eurodollar Loans, 3.00%, (b) if, and for so long
                  as, any Over-Advance Loans remain outstanding after the date
                  which is 150 days following the Third Amendment Effective
                  Date, the Applicable Margin with respect to (x) Base Rate
                  Loans which are not Over-Advance Loans shall be 1.50% and (y)
                  Eurodollar Loans which are not Over-Advance Loans shall be
                  2.75% and (c) at all times during which there shall exist a
                  Default under Section 9.01 or 9.05 or an Event of Default, the
                  Applicable Margin shall be (i) in the case of Base Rate Loans
                  which are not Over-Advance Loans, 1.25%, (ii) in the case of
                  Base Rate Loans which are Over-Advance Loans, 1.75%, (iii) in
                  the case of Eurodollar Loans which are not Over-Advance Loans,
                  2.50% and (iv) in the case of Eurodollar Loans which are
                  Over-Advance Loans, 3.00%."

                  (ii) inserting the following proviso immediately before the
         period at the end of the definition of "Borrowing Base":

                  "and, provided further that, notwithstanding the foregoing,
                  (i) from the Third Amendment Effective Date to and including
                  the Over-Advance Maturity Date, the Borrowing Base shall be
                  equal to the amount calculated above pursuant to this
                  definition plus $8,000,000 (but in no event shall the
                  aggregate amount of the Borrowing Base be in excess of
                  $48,000,000) and (ii) at all other times the Borrowing Base
                  shall be as calculated above pursuant to this definition
                  (without giving effect to this proviso)"

                  (iii) inserting the following proviso immediately before the
         period at the end of the definition of "Revolving Commitment":

                  "; provided that, notwithstanding the foregoing, (i) from the
                  Third Amendment Effective Date to and including the
                  Over-Advance Maturity Date, the amount set forth on Schedule I
                  for each Bank shall be deemed to be increased by such Bank's
                  pro rata share of an aggregate increase of $8,000,000 for all
                  Banks, and (ii) at all

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                  other times, the Revolving Commitment of each Bank shall be as
                  calculated above pursuant to this definition (without giving
                  effect to this proviso)"

                  (iv) inserting the following new definitions in the
         appropriate alphabetical order:

                  "Over-Advance Commitment" shall mean, at any time, with
                  respect to each Bank, the aggregate principal amount of
                  Over-Advance Loans which such Bank could be required to make
                  solely as a result of the operation of either or both of the
                  final proviso to the definition of "Borrowing Base" or the
                  proviso to the definition of "Revolving Commitment."

                  "Over-Advance Commitment Fee" shall have the meaning provided
                  in Section 3.01 of the Credit Agreement.

                  "Over-Advance Loans" shall mean Loans permitted to be
                  outstanding as a result of the operation of either the final
                  proviso to the definition of "Borrowing Base" or the proviso
                  to the definition of "Revolving Commitment" (i.e. which, but
                  for the presence of either of such provisos, would not be
                  permitted to remain outstanding).

                  "Over-Advance Maturity Date" shall mean the date which is 180
                  days after the Third Amendment Effective Date."

                  "PCH" shall mean Patient's Choice Healthcare, Inc., an Ohio
                  corporation.

                  "PCH Acquisition" shall mean the acquisition by the Borrower
                  of all of the issued and outstanding shares of capital stock
                  of PCH pursuant to and in accordance with the PCH Acquisition
                  Documents.

                  "PCH Acquisition Agreement" shall mean the Stock Purchase
                  Agreement, dated as of August 17, 1998, by and among the
                  Borrower and the selling shareholders of PCH party thereto.

                  "PCH Acquisition Documents" shall mean the PCH Acquisition
                  Agreement and all other documents required to be entered into
                  or delivered pursuant to the terms and conditions of the PCH
                  Acquisition Agreement.

                  "Total Over-Advance Commitment" shall mean the aggregate
                  Over-Advance Commitments of each of the Banks."

         4. This Amendment is limited precisely as written and shall not be
deemed to be a consent to or modification of any other term or condition of the
Credit Agreement, the other Credit Documents or any of the instruments or
agreements referred to therein.

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         5. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (x) no Default or Event of Default
exists on the Third Amendment Effective Date (as defined below) both before and
after giving effect to this Amendment and (y) all of the representations and
warranties contained in the Credit Documents shall be true and correct in all
material respects on the Third 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 Third Amendment
Effective Date (it being understood that any representation or warranty made as
of a specific date shall be true and correct in all material respects as of such
specific date).

         6. This Amendment shall become effective (simultaneously with the
satisfaction of the last of the conditions described below) on the first date
that (such effective date being herein referred to as the "Third Amendment
Effective Date"):

                  (i) the Borrower and each of the Banks shall have signed a
         counterpart hereof (whether the same or different counterparts) and
         shall have delivered (including by way of telecopier) the same to the
         Administrative Agent at its Notice Office;

                  (ii) true and correct copies of the PCH Acquisition Documents
         shall have been delivered to the Administrative Agent, and all terms of
         the PCH Acquisition Documents shall be satisfactory in form and
         substance to the Administrative Agent;

                  (iii) the PCH Acquisition Documents (and the transactions
         contemplated thereby) shall have been duly approved by the boards of
         directors and, if required by appli-cable law, the stockholders of the
         parties thereto, and all PCH Acquisition Documents shall have been duly
         executed and delivered by the parties thereto and shall be in full
         force and effect;

                  (iv) each of the conditions precedent to the obligation of the
         parties to consummate the PCH Acquisition as set forth in the PCH
         Acquisition Agreement shall have been satisfied to the satisfaction of
         the Administrative Agent and the Required Banks, or waived with the
         consent of the Administrative Agent and the Required Banks, and the PCH
         Acquisition shall have been consummated in accordance with the PCH
         Acquisition Documents (without giving effect to any material amendment
         or modification of the PCH Acquisition Agreement or waiver with respect
         thereto unless consented to by the Administrative Agent and the
         Required Banks) and all applicable laws, rules and regulations;

                  (v) the Borrower shall have delivered the following to the
         Administrative Agent:

                           (a) certified copies of Requests for Information or
                  Copies (Form UCC-11), or equivalent reports, each of recent
                  date listing all effective financing statements that name PCH
                  and/or any of its subsidiaries and are filed in either (x) any

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                  jurisdiction in which PCH or any subsidiary of PCH maintains
                  its chief executive office or (y) any other jurisdiction in
                  which any assets of PCH or any subsidiary of PCH are located,
                  together with (1) copies of any Financing Statements that name
                  PCH or any subsidiary of PCH as debtor and (2) evidence of
                  filing of appropriate termination statements executed by the
                  secured lender in respect of any Financing Statements referred
                  to in clause (1) above;

                           (b) executed Financing Statements (Form UCC-1) in
                  appropriate form for filing under the UCC of each jurisdiction
                  referred to in clause (a) above as may be necessary to perfect
                  the security interests purported to be created by the Security
                  Agreement in the assets of PCH and its subsidiaries;

                           (c) evidence of the completion of (or evidence of the
                  making of arrangements satisfactory to the Administrative
                  Agent for the completion of) all other recordings and filings
                  of, or with respect to, PCH and its subsidiaries and/or their
                  assets as may be necessary or, in the reasonable opinion of
                  the Collateral Agent, desirable to perfect the security
                  interests intended to be created by the Security Agreement in
                  the assets of PCH and its subsidiaries (including, without
                  limitation, filings and registrations with respect to
                  copyrights, patents and trademarks); and

                           (d) evidence that all other actions necessary or, in
                  the reasonable opinion of the Collateral Agent, desirable to
                  perfect and protect the security interests purported to be
                  created by the Security Agreement in the assets of PCH and its
                  subsidiaries have been taken;

                  (vi) PCH and each of its subsidiaries shall have executed and
         delivered to the Administrative Agent a subsidiary assumption agreement
         in form and substance satisfactory to the Administrative Agent;

                  (vii) the Borrower and each of its subsidiaries shall have
         delivered to the Collateral Agent all stock certificates and notes
         (duly endorsed in blank) which represent Securities (as defined in the
         Pledge Agreement) which are owned (after giving effect to the PCH
         Acquisition) by the Borrower and/or any of its subsidiaries, together
         with executed and undated stock powers, in the case of Stock (as
         defined in the Pledge Agreement);

                  (viii) the Borrower shall have delivered a certificate of an
         Authorized Officer, dated the Third Amendment Effective Date, stating
         that all of the conditions set forth in clauses (iii) and (iv) above
         have been satisfied as of such date;

                  (ix) PCH and each of its subsidiaries shall have executed and
         delivered the subsidiary guaranty, in the form of Exhibit G to the
         Credit Agreement;

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                  (x) JWC Equity Funding, Inc. shall have contributed $6,000,000
         as a contribution to the capital stock of the Borrower on terms and
         conditions acceptable to the Banks and the Administrative Agent; and

                  (xi) there shall have been delivered to the Administrative
         Agent for the account of each Bank the appropriate Notes evidencing the
         Over-Advance Commitments, executed by the Borrower, and in the amount,
         maturity and as otherwise provided herein and in Section 1.05 of the
         Credit Agreement.

         7. 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.

         8. 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.

         9. From and after the Third Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to such Credit Agreement as amended hereby.

                                    *********

                   [Signatures appear on the following pages]


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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.

                                     UNIVERSAL HOSPITAL SERVICES, INC.


                                     By: ______________________________
                                     Title: ____________________________


                                     BANKERS TRUST COMPANY,
                                     Individually as Administrative Agent


                                     By: ______________________________
                                     Title: ____________________________


                                     HELLER FINANCIAL, INC.


                                     By: ______________________________
                                     Title: ____________________________



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