<PAGE>

                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 2000

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


             For the transition period from _______________________



                        Commission file Number: 333-49743
                        UNIVERSAL HOSPITAL SERVICES, INC.
                        ---------------------------------
             (Exact Name of Registrant as specified in its charter)

               Minnesota                                 41-0760940
    -------------------------------                    --------------
    (State or other jurisdiction of           (IRS Employer Identification No.)
     incorporation or organization)

                              1250 Northland Plaza
                              3800 West 80th Street
                        Bloomington, Minnesota 55431-4442
                        ---------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                  952-893-3200

              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
         Yes  X      No
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                        Universal Hospital Services, Inc.

                            STATEMENTS OF OPERATIONS
                             (dollars in thousands)
                                   (unaudited)

                                                            Three Months Ended
                                                                March 31,
                                                          ----------------------
                                                            2000          1999
                                                          --------      --------

Revenues:

    Equipment rentals                                     $ 23,732      $ 20,345
    Sales of supplies and equipment, and other               3,158         3,088
                                                          --------      --------
       Total revenues                                       26,890        23,433

Costs of rentals and sales:

    Cost of equipment rentals                                6,393         4,941
    Rental equipment depreciation                            5,166         3,975
    Cost of supplies and equipment sales                     2,305         2,000
                                                          --------      --------
       Total cost of rentals and sales                      13,864        10,916
                                                          --------      --------

Gross profit                                                13,026        12,517

Selling, general and administrative                          8,406         7,725
                                                          --------      --------
Operating income                                             4,620         4,792

Interest expense                                             5,062         4,182
                                                          --------      --------

(Loss) income before income taxes                             (442)          610

(Benefit) provision for income taxes                           (29)          359
                                                          --------      --------

Net (loss) income                                         ($   413)     $    251
                                                          ========      ========


          The accompanying notes are an integral part of the unaudited
                              financial statements.

                                                                               2
<PAGE>

                        Universal Hospital Services, Inc.

                                 BALANCE SHEETS
          (dollars in thousands except share and per share information)

<TABLE>
<CAPTION>
                                                                       March 31,   December 31,
                                                                          2000         1999
                                                                       ---------    ---------
                                                                      (unaudited)
<S>                                                                    <C>          <C>
                                    ASSETS
Current assets:
       Accounts receivable, less allowance for doubtful accounts
         of $1,450 at March 31, 2000 and December 31, 1999             $  26,940    $  27,338
       Inventories                                                         3,447        3,527
       Deferred income taxes                                               1,063        1,063
       Other current assets                                                  906          839
                                                                       ---------    ---------
           Total current assets                                           32,356       32,767

Property and equipment:
       Rental equipment, at cost less accumulated depreciation            93,930       91,953
       Property and office equipment, at cost less accumulated
         depreciation                                                      4,847        4,804
                                                                       ---------    ---------
           Total property and equipment, net                              98,777       96,757

Intangible and other assets:
       Goodwill, less accumulated amortization                            39,027       39,704
       Other primarily deferred financing costs, less accumulated
         amortization                                                      7,262        7,508
                                                                       ---------    ---------
           Total assets                                                $ 177,422    $ 176,736
                                                                       =========    =========

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
       Current portion of long-term debt                               $     306    $     305
       Accounts payable                                                    9,296        9,419
       Accrued compensation and pension                                    3,185        3,350
       Accrued interest                                                    1,469        4,925
       Other accrued expenses                                                826          725
       Bank overdrafts                                                       789        2,506
                                                                       ---------    ---------
           Total current liabilities                                      15,871       21,230

Long-term debt, less current portion                                     193,404      187,157
Deferred compensation and pension                                          2,300        2,232
Deferred income taxes                                                      1,297        1,326


Series B, 13% Cumulative Preferred Stock, $0.01 par value;
   25,000 shares authorized, 6,246 shares issued and outstanding
   at March 31, 2000 and December 31, 1999, net of unamortized
   discount, including accrued stock dividends                             6,441        6,207

Commitments and contingencies

Shareholders' deficiency:

       Common Stock, $0.01 par value; 50,000,000 authorized,
             16,108,365 and 16,063,240 shares issued and outstanding
             at March 31, 2000 and December 31, 1999, respectively           161          161
       Additional paid-in capital                                          2,386        2,242
       Accumulated deficit                                               (44,438)     (43,819)
                                                                       ---------    ---------
           Total shareholders' deficiency                                (41,891)     (41,416)
                                                                       ---------    ---------
           Total liabilities and shareholders' deficiency              $ 177,422    $ 176,736
                                                                       =========    =========
</TABLE>

          The accompanying notes are an integral part of the unaudited
                             financial statements.

                                                                               3
<PAGE>

                        Universal Hospital Services, Inc.

                            STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months Ended March 31,
                                                                          ---------------------------
                                                                                2000        1999
                                                                              --------    --------
<S>                                                                           <C>         <C>
Cash flows from operating activities:
              Net (loss) income                                               ($   413)   $    251
              Adjustments to reconcile net (loss) income to net
                   cash provided by operating activities:
                     Depreciation                                                5,422       4,203
                     Amortization                                                1,046         941
                     Provision for doubtful accounts                               345         465
                     Loss on sale of equipment                                      83         296
                     Deferred income taxes                                         (29)        340
              Changes in operating assets and liabilities, net of impact of
                   acquisitions:
                     Accounts receivable                                           (74)     (3,798)
                     Inventories and other operating assets                         13      (1,083)
                     Accounts payable and accrued expenses                      (1,262)        672
                                                                              --------    --------
                     Net cash provided by operating activities                   5,131       2,287
                                                                              --------    --------

Cash flows from investing activities:
              Rental equipment purchases                                       (17,988)     (9,497)
              Property and office equipment purchases                             (301)       (417)
              Proceeds from disposition of rental equipment                        113         300
              Acquisitions                                                                    (845)
              Other                                                                 12      (1,735)
                                                                              --------    --------
                     Net cash used in investing activities                      (9,673)    (20,685)
                                                                              --------    --------

Cash flows from financing activities:
              Proceeds under loan agreements                                    14,700      49,875
              Payments under loan agreements                                    (8,583)    (30,499)
              Proceeds from issuance of common stock, net of offering costs        144
              Change in book overdraft                                          (1,719)       (978)
                                                                              --------    --------
                     Net cash provided by financing activities                   4,542      18,398
                                                                              --------    --------

Net change in cash and cash equivalents                                           --          --
Cash and cash equivalents at beginning of period                                  --          --
                                                                              --------    --------
Cash and cash equivalents at end of period                                    $   --      $   --
                                                                              ========    ========

Supplemental cash flow information:
               Interest paid                                                  $  8,358    $  6,303
                                                                              ========    ========
               Rental equipment purchases included in accounts payable        $    848    $  2,969
                                                                              ========    ========
               Income taxes paid                                              $     94    $    130
                                                                              ========    ========
</TABLE>

          The accompanying notes are an integral part of the unaudited
                             financial statements.

                                                                               4
<PAGE>

                        Universal Hospital Services, Inc.

            NOTES TO UNAUDITED QUARTERLY REPORT FINANCIAL STATEMENTS

1.       Basis of Presentation:

         The condensed financial statements included in this Form 10-Q have been
         prepared by the Company without audit, pursuant to the rules and
         regulations of the Securities and Exchange Commission. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed, or omitted, pursuant to such rules and
         regulations. These condensed financial statements should be read in
         conjunction with the financial statements and related notes included in
         the Company's Annual Report on Form 10-K filed with the Securities and
         Exchange Commission on March 29, 2000.

         The interim financial statements presented herein as of March 31, 2000
         and 1999, and for the three months ended March 31, 2000 and 1999,
         reflect, in the opinion of management, all adjustments necessary for a
         fair presentation of financial position and the results of operations
         for the periods presented. These adjustments are all of a normal,
         recurring nature. The results of operations for any interim period are
         not necessarily indicative of results for the full year.

         The December 31, 1999 Balance Sheet data was derived from audited
         financial statements, but does not include all disclosures required by
         generally accepted accounting principles.



2.       Acquisitions

         Vital Choice Medical Systems, Inc.

         On October 26, 1999, the Company acquired Vital Choice Medical Systems,
         Inc. (VC) pursuant to a Stock Purchase Agreement among the Company and
         the shareholders of VC. Under the agreement, the Company acquired all
         of the outstanding capital stock of VC for approximately $5.5 million,
         including the repayment of approximately $2.1 million of outstanding
         indebtedness of VC. The source of funds was from the new Credit
         Facility.

         VC rents medical equipment to hospitals and alternate care facilities
         from three locations in central and northern California--Oakland,
         Fresno, and Sacramento. VC also supplies disposable medical products
         used in connection with rental equipment and provides a variety of
         biomedical services.

         Express Medical Supply, Inc.

         On March 31, 1999, the Company acquired certain assets of Express
         Medical Supply, Inc. (EMS) for approximately $0.8 million. The source
         of funds was from the Revolving Credit Facility.

         EMS rents respiratory equipment to hospitals and home care providers in
         Nashville. EMS also supplies disposable respiratory products used in
         connection with the respiratory equipment.

         Proforma Information

         The following summarizes unaudited proforma results of operations for
         the three months ended March 31, 1999 assuming the acquisitions of VC
         and EMS occurred as of January 1, 1999.

                                                      Three Months Ended
                                                        March 31, 1999
                                                      ------------------
         Total Revenue                                    $24,432,000
         Net income                                       $   414,000

                                                                               5
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following should be read in conjunction with the accompanying financial
statements and notes.

Results of Operations

The following table provides information on the percentages of certain items of
selected financial data bear to total revenues and also indicates the percentage
increase or decrease of this information over the prior comparable period:

                                                                      Percent
                                                  Percent of Total    Increase
                                                      Revenues       (Decrease)
                                                 Three Months Ended
                                                      March 31,      Qtr 1 2000
                                                                     Over Qtr 1
                                                    2000      1999      1999
                                                   ----------------  ---------
Revenues:

      Equipment rentals                             88.3%     86.8%    16.6%
      Sales of supplies and equipment, and other    11.7%     13.2%     2.3%
                                                   ---------------
             Total revenues                        100.0%    100.0%    14.8%

Costs of rentals and sales:

      Cost of equipment rentals                     23.8%     21.1%    29.4%
      Rental equipment depreciation                 19.2%     17.0%    30.0%
      Cost of supplies and equipment sales           8.6%      8.5%    15.3%
                                                   ---------------
             Total cost of rentals and sales        51.6%     46.6%    27.0%
                                                   ---------------

Gross profit                                        48.4%     53.4%     4.1%

Selling, general and administrative                 31.2%     33.0%     8.8%
                                                   ---------------
Operating  income                                   17.2%     20.4%    (3.6%)

Interest expense                                    18.8%     17.8%    21.0%
                                                   ---------------

(Loss) income before income taxes                   (1.6%)     2.6%      NM

(Benefit) provision for income taxes                (0.1%)     1.5%      NM
                                                   ---------------

Net (loss) income                                   (1.5%)     1.1%      NM
                                                   ===============

                                                                               6
<PAGE>

General

We are a leading nationwide provider of moveable medical equipment to more than
5,000 hospitals and alternate care providers through our equipment rental and
outsourcing programs.

The following discussion addresses our financial condition as of March 31, 2000
and the results of operations and cash flows for the three months ended March
31, 2000 and 1999. This discussion should be read in conjunction with the
financial statements included elsewhere herein and the Management's Discussion
and Analysis and Financial sections of our Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 29, 2000.

Safe Harbor Statements under the Private Securities Litigation Reform Act of
1995: We believe statements in this Form 10-Q looking forward in time involve
risks and uncertainties. The following factors, among others, could adversely
effect our business, operations and financial condition causing our actual
results to differ materially from those expressed in any forward-looking
statements: our substantial outstanding debt and high degree of leverage and the
continued availability, terms and deployment of capital, including our ability
to service or refinance debt; restrictions imposed by the terms of our debt;
adverse regulatory developments affecting, among other things, the ability of
our customers to obtain reimbursement of payments made to us; changes and trends
in customer preferences, including increased purchasing of movable medical
equipment; difficulties or delays in our continued expansion into certain
markets and development of new markets; unanticipated costs or difficulties or
delays in implementing the components of our strategy and plan and possible
adverse consequences relating to our ability to successfully integrate recent
acquisitions; effect of and changes in economic conditions, including inflation
and monetary conditions; actions by competitors and availability of and ability
to retain qualified personnel. For a more complete discussion see the caption
"Industry Assessment" and in our Form 10-K filing filed with the Securities and
Exchange Commission on March 29, 2000 under the caption "Business--Risk
Factors."

Industry Assessment

Our business may be significantly affected by, and the success of our growth
strategies depends on, the availability and nature of reimbursements to
hospitals and other health care providers for their medical equipment costs
under federal programs such as Medicare and by other third party payors. Our
customers, primarily hospitals and alternate care providers, have been and
continue to be faced with cost containment pressures and uncertainties with
respect to health care reform and reimbursement. There has been, and we believe
there will continue to be, a transition toward fixed, per-capita payment systems
and other risk-sharing mechanisms. Under its prospective payment system, the
Health Care Financing Administration, which determines Medicare reimbursement
levels, reimburses hospitals for medical treatment at fixed rates according to
diagnostic related groups without regard to the individual hospital's actual
cost. In July 1998, HCFA changed the way it reimburses nursing homes to a
similar prospective payment system. The Balanced Budget Act of 1997
significantly reduced the growth in federal spending on Medicare and Medicaid
over the next five years.

We believe our Pay-Per-Use and other rental programs respond favorably to the
current industry environment by providing high quality equipment through
programs which help health care providers improve their efficiency while
effectively matching costs to patient needs, wherever that care is being
provided. While our strategic focus appears consistent with health care
providers' efforts to contain costs and improve efficiencies, there can be no
assurances as to how health care reform will ultimately evolve and the impact it
will have on us.

Because the capital equipment procurement decisions of health care providers are
significantly influenced by the regulatory and political environment for health
care, our operating results historically have been adversely affected in periods
when significant health care reform initiatives were under consideration and
uncertainty remained as to their likely outcome. To the extent general cost
containment pressures on health care spending and reimbursement reform, or
uncertainty as to possible reform, causes hospitals and alternate care providers
to defer the procurement of medical equipment, reduce their capital expenditures
or change significantly their utilization of medical equipment, there could be a
material adverse effect on our business's financial condition and results of
operations.

                                                                               7
<PAGE>

Completed Acquisitions (See footnote 2 to the financial statements).

On October 26, 1999, we completed the purchase of Vital Choice Medical Systems,
Inc. (VC), a privately held company headquartered in Visalia, California.

On March 31, 1999, we completed the purchase of Express Medical Supply, Inc.
(EMS), a privately held company headquartered in Nashville, Tennessee.

Equipment Rental Revenues

Equipment rental revenues were $23.7 million for the first quarter of 2000,
representing a $3.4 million or 16.6% increase from equipment rental revenues of
$20.3 million for the same period of 1999. After giving effect to the
acquisition of VC, equipment rental revenue would have increased 12.8% for the
first quarter of 2000, compared to the same period in the prior year. The rental
revenue increase resulted from the acquisition of VC combined with revenue
generated from rental equipment additions. The strong growth in rental revenues
was partially offset by price concessions to certain Group Purchasing
Organizations (GPO) to achieve preferred vendor relationships. These GPO
agreements started during the first quarter of 1999 and are for terms ranging
from between two to three years.

Sales of Supplies and Equipment, and Other

Sales of supplies and equipment and other were $3.2 million for the first
quarter of 2000, representing a $0.1 million, or 2.3%, increase from sales of
supplies and equipment, and other of $3.1 million for the same period of 1999.

Cost of Equipment Rentals

Cost of equipment rentals were $6.4 million for the first quarter of 2000,
representing a $1.5 million, or 29.4%, increase from cost of equipment rentals
of $4.9 million for the same period of 1999. Cost of equipment rentals, as a
percentage of equipment rental revenues, increased to 26.9% for the first
quarter of 2000 from 24.3% for the same period of 1999, as a result of GPO price
concessions mentioned above, rents, vehicles and employees associated with new
district locations, hiring delivery employees to support rental revenue growth,
and average replacement parts cost.

Rental Equipment Depreciation

Rental equipment depreciation was $5.2 million for the first quarter of 2000,
representing a $1.2 million or 30.0% increase from rental equipment depreciation
of $4.0 million for the same period of 1999, as a result of equipment purchases
during 1999 and 2000. Rental equipment depreciation as a percentage of equipment
rental revenues increased to 21.8% in the first quarter of 2000 from 19.5% for
the same period of 1999 as a result of the GPO price concessions.

Gross Profit

Total gross profit was $13.0 million for the first quarter of 2000, representing
a $0.5 million or 4.1% increase from gross profit of $12.5 million for the same
period of 1999. The increase in gross profit is due to rental revenue growth
offset by the increased cost of equipment rentals discussed above.

Gross profit on rentals represents equipment rental revenues reduced by the cost
of equipment rentals and rental equipment depreciation. Gross profit on rentals
decreased to 51.3% of equipment rental revenues for the first quarter of 2000
from 56.1% for the same period in 1999. The decline in the margin was
predominately due to the previously discussed GPO price concessions, cost of
equipment rentals as well as the increased depreciation from capital equipment
purchases that were partially offset by increased rental revenues.

Gross margin on sales of supplies and equipment and other decreased to 27.0% in
the first quarter of 2000 from 35.2% for the same period of 1999.

                                                                               8
<PAGE>

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $8.4 million in the first
quarter of 2000, representing a $0.7 million, or 8.8% increase from selling,
general and administrative expenses of $7.7 million for the same period of 1999.
The increase was due to additional employees in first quarter 2000 over the same
period in 1999, including three new divisional managers to increase district
leadership, increased amortization of goodwill from acquisitions and debt
financing costs, and the impact of GPO administration fees. Selling, general and
administrative expenses as a percentage of total revenue decreased to 31.2% for
the first quarter of 2000 from 33.0% for the same period of 1999. The decrease
in this percentage is primarily due to the growth in rental revenue.

Interest Expense

Interest expense was $5.1 million for the first quarter of 2000, representing a
$0.9 million, or 21.0% increase from interest expense of $4.2 million in the
same period of 1999. These increases primarily reflect our incremental
borrowings associated with capital equipment additions and the acquisitions VC
and EMS. Average borrowings increased to $193.3 million during the first quarter
of 2000 from $161.7 million for the same period in 1999.

Income Taxes

Our effective income tax rate for the first three months of 2000 was 6.6%
compared to a statutory federal income tax rate of 34.0%, primarily due to
amortization of goodwill that is not deductible for income tax purposes and the
establishment of a valuation allowance during the first quarter of 2000. The
effective income tax rate for the first three months of 2000 is management's
estimate of the full year 2000 effective rate.

Net Loss

We incurred a net loss of ($0.4) million during the first quarter of 2000,
representing a $0.7 million decrease from net income of $0.3 million in the same
period of 1999.

EBITDA

We believe earnings before interest, taxes, depreciation, and amortization
("EBITDA") to be a measurement of operating performance. EBITDA for the first
quarter of 2000 was $11.1 million versus $9.9 million for the same period of
1999.

Quarterly Financial Information: Seasonality

Quarterly operating results are typically affected by seasonal factors.
Historically, our first and fourth quarters are the strongest, reflecting
increased hospital utilization during the fall and winter months.

Liquidity and Capital Resources

Historically, we have financed our equipment purchases through internally
generated funds and borrowings under our existing revolving credit facility. As
an asset intensive business, we have required continued access to capital to
support the acquisition of equipment for rental to our customers. We purchased,
on a book basis, $41.6 million, $42.6 million and $20.4 million of rental
equipment in 1999, 1998, and 1997, respectively. For the first quarter of 2000,
on a book basis, we purchased $7.2 million of rental equipment.

During the first three months of 2000 and 1999, net cash flows provided by
operating activities were $5.1 million and $2.3 million, respectively. Net cash
flows used in investing activities were $9.7 million and $20.7 million in each
of these periods. Net cash flows provided by financing activities were $4.5
million and $18.4 million, respectively.

Our principal sources of liquidity are expected to be cash flows from operating
activities and borrowings under our Revolving Credit Facility. It is anticipated
that our principal uses of liquidity will be to fund capital expenditures
related to purchases of movable medical equipment, provide working capital, meet
debt service requirements and finance our strategic plans.

                                                                               9
<PAGE>

As of March 31, 2000, we were capitalized with $135.0 million of outstanding
notes and with $62.1 million outstanding loans under our $77.5 million Revolving
Credit Facility. Interest on loans outstanding are payable at a rate per annum,
selected at the Company's option, equal to the Base Rate Margin (the Banks Base
Rate plus 1.75%) or the adjusted Eurodollar Rate Margin (3.00% over the adjusted
Eurodollar Rate). Commencing April 30, 2000, the Banks Base Rate and the
Eurodollar Rate used to calculate such interest rates may be adjusted if the
Company satisfies certain leverage ratios. Our revolving credit facility
contains restrictive covenants which, among other things, limits us from
entering into additional indebtedness, dividends, transactions with affiliates,
asset sales, acquisitions, mergers, consolidations, liens and encumbrances and
prepayments of other indebtedness.

On January 26, 1999, we issued an additional $35.0 million of our 10.25% Senior
Notes and received proceeds of approximately $29.8 million, net of the original
issue discount. The proceeds were used to reduce borrowing under our Revolving
Credit Facility.

We believe that, based on current levels of operations and anticipated growth,
our cash from operations, together with our other sources of liquidity,
including borrowings available under the Revolving Credit Facility, will be
sufficient over the next several years to fund anticipated capital expenditures
and make required payments due on the Notes and obligations under the Revolving
Credit Facility. We believe that our ability to repay the Notes and amounts
outstanding under the Revolving Credit Facility at maturity will require
additional financing. There can be no assurance, however, that any such
financing will be available at such time to us, or that any such financing will
be on terms favorable to us.

Our expansion and acquisition strategy may require substantial capital, and no
assurance can be given that sufficient funding for such acquisitions will be
available under our Revolving Credit Facility or that we will be able to raise
any necessary additional funds through bank financing or the issuance of equity
or debt securities on terms acceptable to us, if at all.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company does not have any liquid investments. The Company's exposure to
interest rate risk is mainly through its borrowing under its secured Senior
Revolving Credit Facility. The Company was primarily exposed to the Eurodollar
interest rate on its borrowings under the Revolving Credit Facility. The Company
does not use derivative financial instruments.

                                                                              10
<PAGE>

Part II - Other Information

Item 1. Legal Proceedings

Not applicable.

Item 2. Changes in Securities and Use of Proceeds

On January 17, 2000, the Company sold 10,000 shares of its common stock (the
"Common Stock") to John A. Gappa, an officer of the Company, for an aggregate
purchase price of $33,100.00. The sale was completed pursuant to the exemption
from registration provided by Regulation D promulgated under the Securities Act
of 1933, as amended (the "Securities Act"). On January 31, 2000, the Company
sold 12,084 shares of Common Stock to an existing shareholder for an aggregate
purchase price of $39,998.04. The sale was completed pursuant to an exemption
from registration provided under Section 4(2) of the Securities Act. On March
31, 2000, the Company completed an offering (the "Offering") of Common Stock to
certain members of the Company's management. The Company offered up to 210,000
shares (the "Offered Shares") of the Common Stock at a purchase price of $3.31
per share. The Offering was conducted pursuant an exemption from registration
provided under Section 4(2) of the Securities Act. At the completion of the
offering on March 31, 2000, the Company sold a total of 23,041 shares of the
Offered Shares for an aggregate purchase price of $76,267.61. The proceeds from
the sale of all such shares were added to the Company's general funds and used
for the Company's general corporate purposes.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

The Company does not have a class of equity securities registered under Section
15(d) or Section 12 of the Securities Exchange Act of 1934, as amended. On
February 22, 2000 at a Regular Meeting of Shareholders of the Company, the
shareholders (i) elected directors to the Board of Directors of the Company and
(ii) approved an amendment (the "Amendment") to the Company bylaws to opt the
Company out of Sections 302A.671 and 302A.673 of the Minnesota Business
Corporation Act. At the Regular Meeting, the shareholders elected David E.
Dovenberg, Jerry D. Horn, Samuel B. Humphries, Steven G. Segal and Edward D. Yun
to serve as directors until the next regular meeting of shareholders or until
his respective successor is duly elected and qualified and approved the
Amendment. The number of shares present by person or by proxy at the Regular
Meeting was 15,753,695. The number of shares electing the directors and
approving the Amendment was 15,753,695 shares, while no shares were voted
against the nominees or the Amendment and no shares abstained.

Item 5. Other Information

Not applicable.

                                                                              11
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits:

         3.2(b)   Amendment to Amended and Restated Bylaws of the Company
                  (Incorporated by reference to Exhibit 3.2(b) to Form 10-K
                  filed March 29, 2000).

         12.1     Ratio of Earnings to Fixed Charges

(b)      Reports on Form 8-K:

         None

                                                                              12
<PAGE>

SIGNATURES




         Pursuant to the requirements of the Securities and Exchange Act of
         1934, the registrant has duly caused this report to be signed on its
         behalf by the undersigned thereunto duly authorized.

         Date:    May 11, 2000


                                          Universal Hospital Services, Inc.

                                          By  /s/ David E. Dovenberg
                                          David E. Dovenberg,
                                          President and Chief Executive Officer




                                          By  /s/ John A. Gappa
                                          John A. Gappa,
                                          Senior Vice President and
                                          Chief Financial Officer

                                                                              13
<PAGE>

Universal Hospital Services, Inc.

EXHIBIT INDEX TO REPORT ON FORM 10-Q


Exhibit
Number      Description
------      -----------

3.2(b)      Amendment to Amended and Restated Bylaws of the Company
            (Incorporated by reference to Exhibit 3.2(b) to Form 10-K filed
            March 29, 2000).

12.1        Ratio of Earnings to Fixed Charges

27.1        Financial Data Schedule for Quarterly Period Ended March 31, 2000