**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**




**(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, 2007(
                  )
              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:** **000-20086**
 
 **UNIVERSAL
        HOSPITAL SERVICES, INC.**
 *(Exact
        name of registrant as specified in its charter)*
 **Delaware**
                **41-0760940***(State
                    or other jurisdiction of*
                *(I.R.S.
                    Employer**incorporation
                    or organization)*
                *Identification
                    No.)*




**7700
        France Avenue South, Suite 275**
 **** **Edina,
        Minnesota 55435-5228**
 *(Address
        of principal executive offices, including zip code)*
  **** **(952)
        893-3200**
 *(Registrant’s
        telephone number, including area code)*
  Not
        Applicable
 *(Former
        name, former address and former fiscal year, if changed since last
        report)*
 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
          ( ) No
          (X)
 
 Indicate
          by check mark whether the registrant is a large accelerated filer, an
          accelerated filer, or a non-accelerated filer. See definition of “accelerated
          filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
          one):
  Larger
                      accelerated filer ( )
                  Accelerated
                      filer ( )
                  Non-accelerated
                      filer (X)
  Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act).
 
 Yes
          ( ) No
          (X)
 
 Number
          of
          shares of common stock outstanding as of April 20, 2007: 123,480,264.21
  1




**PART
        I - FINANCIAL INFORMATION**
 **Item
        1. Financial Statements - Unaudited**
 **Universal
                    Hospital Services, Inc.****Statements
                    of Operations***(in
                    thousands)*(unaudited)
  Three
                    Months Ended
                  March
                    31,**Revenue**
                
                **2007**
                
                **2006**Medical
                    equipment outsourcing
                
                $
                50,989
                
                $
                45,438Technical
                    and professional services
                
                
                8,052
                
                
                8,083Medical
                    equipment sales and remarketing
                
                
                4,508
                
                
                4,461Total
                    revenues
                
                
                63,549
                
                
                57,982**Cost
                    of Sales**Cost
                    of medical equipment outsourcing
                
                
                16,522
                
                
                13,728Cost
                    of technical and professional services
                
                
                5,323
                
                
                5,509Cost
                    of medical equipment sales and remarketing
                
                
                3,688
                
                
                3,177Movable
                    medical equipment depreciation
                
                
                10,262
                
                
                9,029Total
                    costs of medical equipment outsourcing, technical and professional
                    services and medical equipment sales and remarketing
                
                
                35,795
                
                
                31,443Gross
                    margin
                
                
                27,754
                
                
                26,539Selling,
                    general and administrative
                
                
                16,294
                
                
                14,965Operating
                    income
                
                
                11,460
                
                
                11,574Interest
                    expense
                
                
                8,082
                
                
                7,817Income
                    before income taxes
                
                
                3,378
                
                
                3,757Provision
                    for income taxes
                
                
                188
                
                
                204Net
                    income
                
                $
                3,190
                
                $
                3,553The
                    accompanying notes are an integral part of the unaudited financial
                    statements.
  2




**Universal
                  Hospital Services, Inc.****Balance
                  Sheets***(in
                  thousands, except share and per share information)*(unaudited)
  March
                  31,
              
              December
                  31,2007
              
              2006**Assets**Current
                  assets:Accounts
                  receivable, less allowance for doubtful accounts of$1,250
                  at March 31, 2007 and $1,350 at December 31, 2006
              
              $
              46,841
              
              $
              42,976Inventories
              
              
              5,475
              
              
              4,872Deferred
                  income taxes
              
              
              4,830
              
              
              4,772Other
                  current assets
              
              
              3,839
              
              
              3,121Total
                  current assets
              
              
              60,985
              
              
              55,741Property
                  and equipment, net:Movable
                  medical equipment, net
              
              
              152,943
              
              
              140,548Property
                  and office equipment, net
              
              
              15,698
              
              
              16,079Total
                  property and equipment, net
              
              
              168,641
              
              
              156,627Intangible
                  assets:Goodwill
              
              
              37,062
              
              
              37,062Other,
                  primarily deferred financing costs, net
              
              
              7,158
              
              
              7,607Other
                  intangibles, net
              
              
              7,538
              
              
              7,969Total
                  assets
              
              $
              281,384
              
              $
              265,006**Liabilities
                  and Shareholders' Deficiency**Current
                  liabilities:Current
                  portion of long-term debt
              
              $
              3,096
              
              $
              3,056Book
                  overdrafts
              
              
              2,118
              
              
              1,788Accounts
                  payable
              
              
              17,272
              
              
              13,678Accrued
                  compensation
              
              
              10,322
              
              
              10,241Accrued
                  interest
              
              
              11,366
              
              
              4,810Other
                  accrued expenses
              
              
              3,577
              
              
              4,311Total
                  current liabilities
              
              
              47,751
              
              
              37,884Long-term
                  debt, less current portion
              
              
              309,997
              
              
              307,135Pension
                  and other long-term liabilities
              
              
              5,610
              
              
              5,769Deferred
                  income taxes
              
              
              7,386
              
              
              7,199Commitments
                  and contingenciesShareholders'
                  deficiency:Common
                  stock, $0.01 par value; 500,000,000 shares authorized,123,468,598.21
                  and 123,463,600.21 shares issued andoutstanding
                  at March 31, 2007 and December 31, 2006,
                  respectively
              
              
              1,235
              
              
              1,235Additional
                  paid-in capital
              
              
              2,919
              
              
              2,488Accumulated
                  deficit
              
              
              (90,337
              )
              
              (93,527
              )Accumulated
                  other comprehensive loss
              
              
              (3,177
              )
              
              (3,177
              )Total
                  shareholders' deficiency
              
              
              (89,360
              )
              
              (92,981
              )Total
                  liabilities and shareholders' deficiency
              
              $
              281,384
              
              $
              265,006
  The
                  accompanying notes are an integral part of the unaudited financial
                  statements.




3




**Universal
                  Hospital Services, Inc.****Statements
                  of Cash Flows***(in
                  thousands)*(unaudited)
  Three
                  Months Ended March 31,2007
              
              2006Cash
                  flows from operating activities:Net
                  income
              
              $
              3,190
              
              $
              3,553Adjustments
                  to reconcile net income to net cash provided byoperating
                  activities:Depreciation
              
              
              12,060
              
              
              10,249Amortization
                  of intangibles and deferred financing costs
              
              
              860
              
              
              890Provision
                  for doubtful accounts
              
              
              157
              
              
              331Provision
                  for inventory obsolescence
              
              
              163
              
              
              175Non-cash
                  stock-based compensation expense
              
              
              426
              
              
              403Gain
                  on sales and disposals of equipment
              
              
              (127
              )
              
              (443
              )Deferred
                  income taxes
              
              
              129
              
              
              141Changes
                  in operating assets and liabilitiesAccounts
                  receivable
              
              
              (4,002
              )
              
              (1,824
              )Inventories
                  and other operating assets
              
              
              (485
              )
              
              (555
              )Accounts
                  payable, accrued expenses and otherlong-term
                  liabilities
              
              
              6,915
              
              
              7,228Net
                  cash provided by operating activities
              
              
              19,286
              
              
              20,148Cash
                  flows from investing activities:Movable
                  medical equipment purchases
              
              
              (20,489
              )
              
              (12,178
              )Property
                  and office equipment purchases
              
              
              (1,003
              )
              
              (868
              )Proceeds
                  from disposition of movable medical equipment
              
              
              430
              
              
              729Other
              
              
              (1,000
              )
              
              0Net
                  cash used in investing activities
              
              
              (22,062
              )
              
              (12,317
              )Cash
                  flows from financing activities:Proceeds
                  under revolving credit facility agreements
              
              
              25,900
              
              
              18,400Payments
                  under revolving credit facility agreements
              
              
              (22,650
              )
              
              (24,810
              )Payments
                  of principal under capital lease obligations
              
              
              (809
              )
              
              (263
              )Change
                  in book overdrafts
              
              
              330
              
              
              (1,177
              )Proceeds
                  from issuance of common stock
              
              
              5
              
              
              19Net
                  cash provided by (used in) financing activities
              
              
              2,776
              
              
              (7,831
              )Net
                  change in cash and cash equivalents
              
              $
              -
              
              $
              -Cash
                  and cash equivalents at the beginning of period
              
              $
              -
              
              $
              -Cash
                  and cash equivalents at the end of period
              
              $
              -
              
              $
              -Supplemental
                  cash flow information:Interest
                  paid
              
              $
              1,097
              
              $
              535Movable
                  medical equipment purchases included in accounts payable
              
              $
              9,832
              
              $
              4,070Income
                  taxes paid
              
              $
              26
              
              $
              48Capital
                  lease purchases
              
              $
              461
              
              $
              -The
                  accompanying notes are an integral part of the unaudited financial
                  statements.




4




**Universal
        Hospital Services, Inc.**
 
 **NOTES
        TO UNAUDITED QUARTERLY FINANCIAL STATEMENTS**
 
 **1.**
              **Basis
                  of Presentation**
 
 The
        interim financial statements included in this Form 10-Q have been prepared
        by
        Universal Hospital Services, Inc. (“we”, “our”, “the Company” or “UHS”) 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 accounting principles generally
        accepted in the United States of America 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 2006 Annual Report on Form 10-K filed with the
        Securities and Exchange Commission.
 
 The
        interim financial statements presented herein as of March 31, 2007 and for
        the
        three months ended March 31, 2007 and 2006, reflect, in the opinion of
        management, all adjustments necessary for a fair presentation of the financial
        position and the results of operations and cash flows 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, 2006 balance sheet amounts were derived from audited financial
        statements, but do not include all disclosures required by accounting principles
        generally accepted in the United States of America.
 
 **2.**
              **Recent
                  Accounting Pronouncements**
  In
        February 2007, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standards (“SFAS”) No. 159, *The
        Fair Value Option for Financial Assets and Financial Liabilities* (“SFAS
        159”), which permits entities to elect to measure many financial instruments
        and
        certain other items at fair value that are not currently required to be measured
        at fair value. This election is irrevocable. The provisions of SFAS No. 159
        are
        effective for fiscal years beginning after November 15, 2007. We are currently
        evaluating the impact of this statement, but believe the adoption of SFAS
        159
        will not have a material impact on our financial position or results of
        operations.
 In
          September 2006, the FASB issued SFAS No. 158, *Employers
          Accounting for Defined Benefit Pension and Other Postretirement
          Plans,* an
          Amendment of FASB Statements No. 87, 88, 106 and 123(R). SFAS No. 158 requires
          employers to recognize the under funded or over funded status of a defined
          benefit post retirement plan as an asset or liability in its statements
          of
          financial position and to recognize changes in the funded status in the
          year in
          which the changes occur through accumulated other comprehensive income.
          Additionally, SFAS No. 158 requires employers to measure the funded status
          of a
          plan as of the date of its year-end statement of financial position. The
          provisions of SFAS No. 158 are effective as of the end of the fiscal year
          ending
          after June 15, 2007. We are currently evaluating the impact of this statement,
          but believe the adoption of SFAS No. 158 will not have a material impact
          on our
          financial position or results of operations.
  5




In
        September 2006, the FASB issued SFAS No. 157, *Fair
        Value Measurements.* SFAS
        No.
        157 clarifies the principle that fair value should be based on the assumptions
        that market participants would use when pricing an asset or liability.
        Additionally, it establishes a fair value hierarchy that prioritizes the
        information used to develop those assumptions. The provisions of SFAS No.
        157
        are effective for fiscal years beginning after November 15, 2007. We believe
        the
        adoption of SFAS No. 157 will not have a material impact on our financial
        position or results of operations.
  **3.**
              **Stock-Based
                  Compensation**
 
 During
        the
        three months ended March 31, 2007, activity under our 2003 Stock Option Plan
        was
        as follows:
 *(in
                    thousands except exercise price and years)*
                
                **Number
                    of**
                  **Options**
                
                **Weighted**
                  **average**
                  **exercise
                    price**Outstanding
                    at December 31, 2006
                
                
                16,309
                
                $
                1.14Granted
                
                
                -Exercised
                
                
                (5
                )
                $
                1.10Forfeited
                    or expired
                
                
                (54
                )
                $
                1.69Outstanding
                    at March 31, 2007
                
                
                16,250
                
                $
                1.13Exercisable
                    at March 31, 2007
                
                
                3,396
                
                $
                1.02
 **4.**
                **Long-Term
                    Debt**
 
 Long-term
          debt consists of the following :
 *(dollars
                      in thousands)*
                  
                  March
                      31,
                  
                  December
                      31,2007
                  
                  200610.125%
                      senior notes
                  
                  $
                  260,000
                  
                  $
                  260,000Amended
                      credit agreement
                  
                  
                  46,250
                  
                  
                  43,000Capital
                      lease obligations
                  
                  
                  6,843
                  
                  
                  7,191313,093
                  
                  
                  310,191Less:
                      Current portion of long-term debt
                  
                  
                  (3,096
                  )
                  
                  (3,056
                  )Total
                      long-term debt
                  
                  $
                  309,997
                  
                  $
                  307,135
  6




The
        10.125% Senior Notes (“Senior Notes”) mature on November 1, 2011. Interest
        on the Senior Notes accrues at the rate of 10.125% per annum and is payable
        semiannually on each May 1 and November 1. The Senior Notes are
        redeemable, at the Company’s option, in whole or in part of, on or
        after November 1, 2007, at specified redemption prices plus accrued
        interest to the date of redemption. In addition, the Senior Notes have a
        change
        of control provision, which gives each holder the right to require the Company
        to purchase all or a portion of such holders’ Senior Notes upon a change in
        control, as defined in the Senior Notes agreement, at a purchase price equal
        to
        101% of the principal amount plus accrued interest to the date of purchase.
        The
        Senior Notes, subject to certain definitions and exceptions, have covenants
        that
        restrict the incurrence of additional debt, the payment of dividends and
        the
        issuance of preferred stock. The Senior Notes are uncollateralized. As noted
        in
        footnote 8, the Company expects to tender for the Senior Notes in advance
        of
        closing the Merger Agreement, which is expected to occur in the second quarter
        of 2007.
 
 Amounts
        borrowed under the Amended Credit Agreement generally bear interest on a
        LIBOR-based and index-rate formula. The interest rates at March 31, 2007
        were 2.00% over LIBOR and 0.75% over the index rate with the interest rate
        margins subject to change based upon quarterly leverage ratios. At March
        31,
        2007 our LIBOR-based rate was 7.32% and our Index-based Rate was 9.00%, both
        of
        which include the credit spreads noted above. Interest on borrowings is paid
        monthly or as defined by the agreement dated May 26, 2005 as amended February
        13, 2007. In addition, the Amended Credit Agreement also provides that a
        commitment fee of .375% per annum is payable on the unutilized amount of
        the
        facility.
 
 The
        Amended Credit Agreement allows for borrowing up to $125.0 million, as defined
        in the agreement dated May 26, 2005 as amended February 13, 2007, and terminates
        on May 26, 2010. The Amended Credit Agreement allows for up to $5.0 million
        of the facility to be available for letters of credit. Availability under
        the
        Amended Credit Agreement as of March 31, 2007, was approximately $76.4
        million, representing our borrowing base of $125.0 million less borrowings
        of
        $46.3 million and outstanding letters of credit of $2.3 million. Amounts
        borrowed under the Amended Credit Agreement are due at the end of the term
        in
        May 2010. Borrowings under the agreement are collateralized by substantially
        all
        the assets of the Company. As part of the Merger Agreement expected to close
        in
        the second quarter of 2007, the Company expects to refinance its existing
        Amended Credit Agreement.
 
 On
        February 13, 2007, we entered into Amendment No. 1 (“the Amendment”) to our
        Amended Credit Agreement. The Amendment permits us to consummate the acquisition
        of the ICMS division of Intellamed, Inc. as described below under footnote
        8.
 
 **5.**
              **Income
                  Taxes**
 
 We
        adopted
        the provisions of FASB Interpretation No 48, *Accounting
        for Uncertainty in Income Taxes - an interpretation of FASB No.
        109”* (“FIN
        48”), on January 1, 2007. FIN 48 clarifies the accounting for uncertainty in
        income taxes recognized in an enterprise’s financial statements in accordance
        with FASB Statement 109, *Accounting
        for Income Taxes,* and
        prescribes a recognition threshold and measurement process for financial
        statement recognition and measurement of a tax position taken or expected
        to be
        taken in a tax return. FIN 48 also provides guidance on derecognition,
        classification, interest and penalties, accounting in interim periods,
        disclosure and transition.




7




Based
        on
        our evaluation, we have concluded that there are no significant unrecognized
        tax
        benefits. Our evaluation was performed for the tax years ended December 31,
        2003, 2004, 2005 and 2006, the tax years that remain subject to examination
        by
        major tax jurisdictions as of March 31, 2007. We do not believe there will
        be
        any material changes in our unrecognized tax positions over the next 12
        months.
 
 We
        may
        from time to time be assessed interest or penalties by major tax jurisdictions,
        although any such assessments historically have been minimal and immaterial
        to
        our financial results. In accordance with FIN 48, paragraph 19, the Company
        has
        decided to classify interest and penalties as a component of income tax
        expense.
 
 **6.**
              **Segment
                  Information**
 
 Our
        operating segments consist of Medical Equipment Outsourcing, Technical and
        Professional Services, and Medical Equipment Sales and Remarketing. Certain
        operating information for our segments is as follows:
  **Three
                    Months Ended March 31,*****(dollars
                    in thousands)*****Medical
                    Equipment**
                  **Outsourcing**
                
                **Technical
                    and**
                  **Professional
                    Services**
                
                **Medical
                    Equipment**
                  **Sales**
                  **and
                    Remarketing**
                
                **Total****2007**
                
                **2006**
                
                **2007**
                
                **2006**
                
                **2007**
                
                **2006**
                
                **2007**
                
                **2006**Revenues
                
                $
                50,989
                
                $
                45,438
                
                $
                8,052
                
                $
                8,083
                
                $
                4,508
                
                $
                4,461
                
                $
                63,549
                
                $
                57,982Cost
                    of revenue
                
                
                16,522
                
                
                13,728
                
                
                5,323
                
                
                5,509
                
                
                3,688
                
                
                3,177
                
                
                25,533
                
                
                22,414Movable
                    medical equipment depreciation
                
                
                10,262
                
                
                9,029
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                10,262
                
                
                9,029Gross
                    margin
                
                $
                24,205
                
                $
                22,681
                
                $
                2,729
                
                $
                2,574
                
                $
                820
                
                $
                1,284
                
                $
                27,754
                
                $
                26,539
  **7.**
                **Pension
                    Plan**
 
 The
          components of net periodic pension costs are as follows:
 *(dollars
                      in thousands)*
                  
                  **Three
                        Months Ended**
                      **March
                        31,****2007**
                  
                  **2006**Interest
                      cost
                  
                  $
                  253
                  
                  $
                  248Expected
                      return on plan assets
                  
                  
                  (271
                  )
                  
                  (252
                  )Recognized
                      net actuarial loss
                  
                  
                  44
                  
                  
                  77Service
                      cost
                  
                  
                  -
                  
                  
                  -Total
                      cost
                  
                  $
                  26
                  
                  $
                  73
 Future
            benefit accruals for all participants were frozen as of December 31,
            2002.
  8




**8.**
              **Subsequent
                  Events**
 
 On
        April
        1, 2007, we completed the acquisition of the assets of the ICMS division
        of
        Intellamed, Inc. (“Intellamed”) and the assumption by UHS of certain liabilities
        in connection therewith for a purchase price of $14.4 million in cash, subject
        to certain adjustments and a holdback. In addition, subject to certain
        conditions, UHS is to pay earnout consideration to Intellamed during the
        first
        and second 12 consecutive month periods following the April 1, 2007 closing
        date.
 
 On
        April
        15, 2007, we entered into an Agreement and Plan of Merger (“the Merger
        Agreement”) with an affiliate of Bear Stearns Merchant Banking, the private
        equity affiliate of The Bear Stearns Companies Inc., for aggregate merger
        consideration equal to the total transaction value of $712 million plus or
        minus
        adjustments as defined in the Merger Agreement.
 
 Completion
        of the merger transaction is subject to expiration of the waiting period
        under
        the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the
        absence of orders or legal requirements preventing consummation of the
        transaction, receipt of required governmental approvals, absence of a material
        adverse effect on the Company, accuracy of representations and warranties
        of,
        and performance of certain covenants made by, the parties, and delivery of
        certain customary agreements, instruments and certificates. Related to the
        transaction, the Company expects to tender for the Senior Notes in advance
        of
        closing, which is expected to close in the second quarter of 2007.
 
 **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.
  **BUSINESS
        OVERVIEW**
 
 **Our
        Company**
 
 Universal
        Hospital Services, Inc. is a leading, nationwide provider of medical equipment
        outsourcing and services to the health care industry. Our customers include
        national, regional and local acute care hospitals, alternate site providers
        (such as nursing homes and home care providers) and medical equipment
        manufacturers. Our diverse customer base includes more than 3,750 acute care
        hospitals and approximately 3,350 alternate site providers. We also have
        extensive and long-standing relationships with over 240 major medical equipment
        manufacturers and many of the nation’s largest group purchasing organizations
        (“GPOs”) and integrated delivery networks. All of our services leverage our
        nationwide network of offices and our more than 65 years of experience managing
        and servicing all aspects of movable medical equipment. These services are
        paid
        for by our customers and not directly through reimbursement from governmental
        or
        other third-party payors.
  9




Technical
                and Professional
              Services
                Segment
            
            Medical
                Equipment
              Outsourcing
                SegmentMedical
                Equipment Sales and
              Remarketing
                Segment
            
            Technical
                and Professional
              Services
                Segment




Our
        operating segments consist of Medical Equipment Outsourcing, Technical and
        Professional Services and Medical Equipment Sales and Remarketing. We evaluate
        the performance of our operating segments based on gross margin. The accounting
        policies of the individual operating segments are the same as those of the
        entire Company.
 
 **Medical
        Equipment Outsourcing Segment - Manage & Utilize**
 
 Our
        flagship business is our Medical Equipment Outsourcing segment, which accounted
        for $51.0 million, or approximately 80.2%, of our revenues for the first
        quarter
        of 2007. We own approximately 182,000 pieces of movable medical equipment,
        primarily in the categories of respiratory therapy, newborn care, critical
        care,
        patient monitors, and specialty beds and pressure area management. In our
        outsourcing programs we provide our customers with the use of movable medical
        equipment for patient care use. We perform regular and preventative maintenance
        on the equipment and retain detailed records for documentation. We are
        responsible for all repairs, testing and cleaning of the equipment. Our service
        includes prompt replacement of any non-working equipment and the flexibility
        to
        upgrade technology as a hospital's product of choice changes. We have three
        primary outsourcing programs: Supplemental (Peak Needs) Outsourcing; Long
        Term
        Outsourcing; and the Asset Management Partnership Program (“AMPP”).
 
 We
        have
        contracts in place with many of the leading national GPOs for both the acute
        care and alternate site markets. We also have agreements directly with national
        acute care and alternate site providers. We expect much of our future growth
        in
        this segment to be driven by our customers outsourcing more of their movable
        medical equipment needs and taking full advantage of our expanded offering
        of
        Long Term Outsourcing agreements and AMPPs.
 
 **Technical
        and Professional Services Segment - Plan & Acquire; Maintain &
Repair**
 
 Our
        Technical and Professional Services segment accounted for $8.1 million, or
        approximately 12.7%, of our revenues for the first quarter of 2007. We leverage
        our 65 plus years of experience and our extensive equipment database in
        repairing and maintaining medical equipment. We offer a broad range of
        inspection, preventative maintenance, repair, logistic and consulting services
        through our team of over 250 technicians and professionals located in our
        nationwide network of district offices and service centers. Our technical
        and
        professional service offerings are less capital intensive than our Medical
        Equipment Outsourcing segment, and provide a complementary alternative for
        customers that wish to own their medical equipment, but lack the expertise,
        funding or scale to perform maintenance, repair and analytical
        functions.
  10




**Medical
        Equipment Sales and Remarketing Segment - Redeploy &
Remarket**
  Our
        Medical Equipment Sales and Remarketing segment accounted for $4.5 million,
        or
        approximately 7.1%, of our revenues for the first quarter of 2007. This segment
        includes three business activities:
 
 ***Medical
        Equipment Remarketing and Disposal.*** ****** We
        are one
        of the nation’s largest buyers and sellers of pre-owned movable medical
        equipment. We also remarket used medical equipment to hospitals, alternate
        care
        providers, veterinarians and equipment brokers. We offer a wide range of
        equipment from our standard movable medical equipment to diagnostic, ultrasound
        and x-ray equipment.
 
 ***Specialty
        Medical Equipment Sales and Distribution.*** ****** We
        use our
        national infrastructure to provide sales and distribution for manufacturers
        of
        specialty medical equipment on a limited and exclusive basis. We currently
        sell
        equipment in many product lines including, but not limited to, percussion
        vests,
        continuous passive motion machines, patient monitors, patient transfer systems
        and infant security systems.
 
 ***Sales
        of Disposables*** ***.*** We
        offer
        our customers single use disposable items. Most of these items are used in
        connection with our outsourced equipment. Although we do not view this as
        a core
        growth business, we offer these products as a convenience to customers and
        to
        complement our full medical equipment lifecycle offerings.
 
 **RESULTS
        OF OPERATIONS**
 
 The
        following discussion addresses our financial condition as of March 31, 2007,
        and
        the results of operations and cash flows for the three months ended March
        31,
        2007 and 2006. This discussion should be read in conjunction with the financial
        statements included elsewhere in this report and the Management's Discussion
        and
        Analysis of Financial Condition and Results of Operations section included
        in
        our 2006 Annual Report on Form 10-K filed with the Securities and Exchange
        Commission.
  The
        following table provides a summary of selected financial data as a percentage
        of
        total revenues and also indicates the percentage increase or decrease of
        this
        data over the prior comparable period:
  11




Percent
                  of Total Revenues
              
              Percent
                  IncreaseThree
                  Months Ended
              
              (Decrease)March
                  31,
              
              Qtr
                  1 - 2007Over**Revenue**
              
              2007
              
              2006
              
              Qtr
                  1 - 2006Medical
                  equipment outsourcing
              
              
              80.2
              %
              
              78.4
              %
              
              12.2
              %Technical
                  and professional services
              
              
              12.7
              
              
              13.9
              
              
              (0.4
              )Medical
                  equipment sales and remarketing
              
              
              7.1
              
              
              7.7
              
              
              1.1Total
                  revenues
              
              
              100.
              %
              
              100.0
              %
              
              9.6**Cost
                  of Revenue**Cost
                  of medical equipment outsourcing
              
              
              26.0
              
              
              23.6
              
              
              20.4Cost
                  of technical and professional services
              
              
              8.4
              
              
              9.5
              
              
              (3.4
              )Cost
                  of medical equipment sales and remarketing
              
              
              5.8
              
              
              5.5
              
              
              16.1Movable
                  medical equipment depreciation
              
              
              16.1
              
              
              15.6
              
              
              13.7Total
                  costs of medical equipment outsourcing, technical and professional
                  services
                and
                  medical equipment sales and remarketing
              
              
              56.3
              
              
              54.2
              
              
              13.8Gross
                  margin
              
              
              43.7
              
              
              45.8
              
              
              4.6Selling,
                  general and administrative
              
              
              25.6
              
              
              25.8
              
              
              8.9Operating
                  income
              
              
              18.1
              
              
              20.0
              
              
              (1.0
              )Interest
                  expense
              
              
              12.7
              
              
              13.5
              
              
              3.4Income
                  before income taxes
              
              
              5.4
              
              
              6.5
              
              
              (10.1
              )Provision
                  for income taxes
              
              
              0.3
              
              
              0.4
              
              
              (7.8
              )Net
                  income
              
              
              5.1
              %
              
              6.1
              %
              
              (10.2
              )%




**Comparison
        of First Quarter 2007 to First Quarter 2006**


Medical
      Equipment Outsourcing Segment - Manage & Utilize


(dollars
                  in thousands)
              
              **Three
                  Months Ended****March
                  31,****2007**
              
              **2006**
              
              **Change**
              
              **%****Change**Total
                  revenue
              
              $
              50,989
              
              $
              45,438
              
              $
              5,551
              
              
              12.2
              %Cost
                  of revenue
              
              
              16,522
              
              
              13,728
              
              
              2,794
              
              
              20.4Movable
                  medical equipment depreciation
              
              
              10,262
              
              
              9,029
              
              
              1,233
              
              
              13.7Gross
                  margin
              
              $
              24,205
              
              $
              22,681
              
              $
              1,524
              
              
              6.7
              %Gross
                  margin %
              
              
              47.5
              %
              
              49.9
              %


Total
        revenue in the Medical Equipment Outsourcing segment rose $5.6 million, or
        12.2%, to $51.0 million in the first quarter of 2007. This increase was driven
        by organic and competitive takeaway growth in our acute care and AMPP customer
        base and incremental business from new and existing technology in our fleet
        which more than offset generally weak hospital admissions and increased hospital
        equipment purchases.


12




Total
        cost
        of revenue in the segment rose $2.8 million, or 20.4%, to $16.5 million in
        the
        first quarter of 2007. This increase is primarily attributable to higher
        maintenance expense related to our movable medical equipment, increased labor
        expense, increased freight expense and other costs associated with increased
        revenues and a larger moveable medical equipment fleet.
 
 Movable
        medical equipment depreciation increased $1.2 million, or 13.7%, to $10.3
        million in the first quarter of 2007. The increase is attributable to the
        increase in the size of our moveable medical equipment fleet.
 
 Gross
        margin percentage for the Medical Equipment Outsourcing segment decreased
        from
        49.9% in the first quarter of 2006 to 47.5% in the first quarter of 2007.
        This
        decrease is primarily due to the increased cost of maintenance on our moveable
        medical equipment fleet, lower pricing related to new group purchasing
        organization contracts and higher labor costs partially offset by increased
        revenues.
  Technical
        and Professional Services Segment - Plan & Acquire; Maintain &
Repair
  (dollars
                    in thousands)
                
                Three
                    Months EndedMarch
                    31,2007
                
                2006
                
                Change
                
                %
                    ChangeTotal
                    revenue
                
                $
                8,052
                
                $
                8,083
                
                
                ($31
                )
                
                (0.4
                )%Cost
                    of revenue
                
                
                5,323
                
                
                5,509
                
                
                (86
                )
                
                (3.4
                )Gross
                    margin
                
                $
                2,729
                
                $
                2,574
                
                $
                155
                
                
                6.0
                %Gross
                    margin %
                
                
                33.9
                %
                
                31.8
                %
  Total
          revenue in the Technical and Professional Services segment remained relatively
          flat at $8.1 million in the first quarter of 2007 as compared to the same
          period
          of 2006. During the first quarter of 2007, increased sales force attention
          on
          converting new customers in our Medical Equipment Outsourcing segment,
          as well
          as selected contract terminations, moderated revenues.
 
 Total
          cost
          of revenue in the segment decreased $0.2 million, or 3.4% to $5.3 million
          in the
          first quarter of 2007. This decrease is primarily attributable to lower
          costs in
          our resident biomedical programs of $0.2 million.
  Gross
          margin percentage for the Technical and Professional Services segment increased
          from 31.8% in the first quarter of 2006 to 33.9% in the first quarter of
          2007.
          Margins benefited primarily from the reduction of expenses in our resident
          biomedical programs.
  13




Medical
      Equipment Sales and Remarketing Segment - Redeploy &
Remarket


(dollars
                  in thousands)
              
              Three
                  Months EndedMarch
                  31,2007
              
              2006
              
              Change
              
              %
                  ChangeTotal
                  revenue
              
              $
              4,508
              
              $
              4,461
              
              $
              47
              
              
              1.1
              %Cost
                  of revenue
              
              
              3,688
              
              
              3,177
              
              
              511
              
              
              16.1Gross
                  margin
              
              $
              820
              
              $
              1,284
              
              
              ($464
              )
              
              (36.1
              )%Gross
                  margin %
              
              
              18.2
              %
              
              28.8
              %




Total
        revenue in the Medical Equipment Sales and Remarketing segment remained
        relatively flat at $4.5 million in the first quarter of 2007.
 
 Total
        cost
        of revenue in the segment increased $0.5 million, or 16.1%, to $3.7 million
        in
        the first quarter of 2007. This increase is primarily attributable to increased
        cost of brokerage and used equipment of $0.7 million, partially offset by
        a
        decreased cost of disposable sales of $0.2 million.
 
 Gross
        margin percentage for the Medical Equipment Sales and Remarketing segment
        decreased from 28.8% in the first quarter of 2006 to 18.2% in the first quarter
        of 2007. This decrease is primarily a result of larger individual sales with
        lower margins. Margins and activity in this segment will fluctuate based
        on the
        transactional nature of the business.
 
 **Selling,
        General and Administrative Expenses**
 
 Selling,
        general and administrative expenses increased $1.3 million, or 8.8%, to $16.3
        million for the first quarter of 2007. The increase was primarily due to
        increased employee related expenses of $0.8 million, additional professional
        fees of $0.6 million related to the Merger Agreement, as described in more
        detail herein under footnote 8 to the financial statements, and increased
        personal property taxes of $0.3 million. The cost increases were partially
        mitigated by a decrease in bad debt expense of $0.2 million and other cost
        savings of $0.2 million. Selling, general and administrative expenses as
        a
        percentage of total revenue for the first quarter of 2007 decreased to 25.6%
        from 25.8% for the same period of 2006.
 
 **Interest
        Expense**
 
 Interest
        expense increased $0.3 million, or 3.4%, to $8.1 million for the first quarter
        of 2007 as compared to the same period of 2006. The increase was driven
        primarily by higher interest rates, and increased average borrowings resulting
        from increased moveable medical equipment purchases. Our average effective
        interest rate on variable rate debt increased to 7.8% during the first quarter
        of 2007 from 7.2% in the first quarter of 2006. Average total borrowings
        increased in the first quarter of 2007 to $311.6 million as compared to $295.7
        million for the same period of 2006.
  14




**Income
        Taxes**
 
 Income
        tax
        expense remained relatively flat at $0.2 million for the first quarter of
        2007
        as compared to the same period of 2006. Income tax expense relates primarily
        to
        minimum state taxes as well as valuation allowances established for net
        operating losses not recognized.
 
 **Net
        Income**
 
 For
        the
        first quarter of 2007, net income decreased $0.3 million to $3.2 million
        as
        compared to the same period of 2006. The decrease is primarily attributable
        to
        an increase in selling, general and administrative expenses of $1.3 million
        and
        an increase in interest expense of $0.3 million, partially offset by increased
        gross margin of $1.2 million.
 
 **EBITDA**
 
 Earnings
        Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for the three
        months ended March 31, 2007, was $24.0 million, representing a $1.7 million,
        or
        7.5%, increase from $22.3 million for the same period of 2006. This increase
        is
        primarily driven by revenue growth generating an increased gross margin before
        depreciation of $2.4 million, offsetting higher selling, general and
        administrative costs, excluding depreciation and amortization, of $0.8 million.
 
 EBITDA
        is
        not intended to represent an alternative to operating income or cash flows
        from
        operating, financing or investing activities (as determined in accordance
        with
        generally accepted accounting principles (“GAAP”)) as a measure of performance,
        and is not representative of funds available for discretionary use due to
        our
        financing obligations. EBITDA, as defined by us, may not be calculated
        consistently among other companies applying similar reporting measures. EBITDA
        is included because it is a widely accepted financial indicator used by certain
        investors and financial analysts to assess and compare companies, and a version
        of EBITDA is an integral part of our debt covenant calculations. Management
        believes that EBITDA provides an important perspective on our ability to
        service
        our long-term obligations, our ability to fund continuing growth, and our
        ability to continue as a going concern. A reconciliation of operating cash
        flows
        to EBITDA is included below:
  *(dollars
                    in thousands)*
                
                Three
                    Months EndedMarch
                    31,2007
                
                2006Net
                    cash provided by operating activities
                
                $
                19,286
                
                $
                20,148Changes
                    in operating assets and liabilities
                
                
                (2,428
                )
                
                (4,849
                )Other
                    non-cash expenses
                
                
                (1,175
                )
                
                (1,036
                )Income
                    tax expense
                
                
                188
                
                
                204Interest
                    expense
                
                
                8,082
                
                
                7,817EBITDA
                
                $
                23,953
                
                $
                22,284
  15




**Supplemental
                  Information:***(dollars
                  in thousands)*
              
              Three
                  Months EndedMarch
                  31,2007
              
              2006EBITDA
              
              $
              23,953
              
              $
              22,284Net
                  cash provided by operating activities
              
              
              19,286
              
              
              20,148Net
                  cash used in investing activities
              
              
              (22,062
              )
              
              (12,317
              )Net
                  cash proveded by (used in) financing activities
              
              
              2,776
              
              
              (7,831
              )Movable
                  medical equipment depreciation
              
              
              10,262
              
              
              9,029Non-movable
                  medical equipment depreciation
              
              $
              1,798
              
              $
              1,220Other
                  operating data:Movable
                  medical equipment owned (approximate units at end of
                  period)
              
              
              182,000
              
              
              164,000Offices
                  (at end of period)
              
              
              79
              
              
              76Number
                  of outsourcing hospital customers (approximate number at end of
                  period)
              
              
              3,750
              
              
              3,300Number
                  of total outsourcing customers (approximate number at end of
                  period)
              
              
              7,100
              
              
              6,350




**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**
 
 Our
        principal sources of liquidity are expected to be cash flows from operating
        activities and borrowings under our Amended Credit Agreement which matures
        in
        May 2010. 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.
 
 We
        require
        substantial cash to operate our Medical Equipment Outsourcing programs and
        service our debt. Our outsourcing programs require us to invest a significant
        amount of cash in movable medical equipment purchases. To the extent that
        such
        expenditures cannot be funded from our operating cash flow, borrowing under
        our
        Amended Credit Agreement or other financing sources, we may not be able to
        conduct our business or grow as currently planned.
 
 If
        we are
        unable to generate sufficient cash flow from operations in order to service
        our
        debt, we will be forced to take actions such as reducing or delaying capital
        expenditures, selling assets, restructuring or refinancing our debt or seeking
        additional equity capital. This, to a certain extent, is subject to general
        economic, financial, competitive, legislative, regulatory and other factors
        that
        are beyond our control. If we are unable to repay our debt at maturity, we
        may
        have to obtain alternative financing, which may not be available to
        us.
 
 Net
        cash
        provided by operating activities during the three months ended March 31,
        2007,
        was $19.3 million, compared to $20.1 million in the same period of 2006.
        This
        decrease is primarily attributable to higher relative changes in our accounts
        receivable balance of $2.2 million. Net cash used in investing activities
        during
        the three months ended March 31, 2007, was $22.1 million, compared to $12.3
        million in the same period of 2006. This increase was primarily attributable
        to
        increased purchases of rental equipment of $8.3 million to meet customer
        demand.
        Net cash provided by financing activities during the three months ended March
        31, 2007, was $2.8 million, compared to net cash used in financing activities
        of
        $7.8 million in 2006, the primary difference relating to increased borrowings
        under our Amended Credit Agreement to fund increased moveable medical equipment
        purchases in 2007.
  16




Based
        on
        the level of operating performance expected in 2007, we believe our cash
        from
        operations, together with additional borrowings under our Amended Credit
        Agreement, will meet our liquidity needs for the foreseeable future, exclusive
        of any borrowings that we may make to finance potential acquisitions .
        However,
        if during that period or thereafter we are not successful in generating
        sufficient cash flows from operations or in raising additional capital when
        required in sufficient amounts and on terms acceptable to us, our business
        could
        be adversely affected.  Availability
        under our Amended Credit Agreement as of March 31, 2007 was approximately
        $76.4
        million, representing our borrowing base of $125.0 million, net of outstanding
        letters of credit of $2.3 million and borrowings of $46.3 million. Our levels
        of
        borrowing are further restricted by the financial covenants set forth in
        our
        Amended Credit Agreement and the indenture governing our Senior Notes, which
        covenants are summarized in our Annual Report on Form 10-K for the year ended
        December 31, 2006, filed with the Securities and Exchange Commission. As
        of
        March 31, 2007, the Company was in compliance with all covenants under the
        Amended Credit Agreement.
 
 The
        Company expects to incur significant indebtedness and utilize significant
        amounts of cash in order to complete the merger, as described in footnote
        8. As
        a result, the Company’s future financing needs are expected to be materially
        impacted by the merger.
 
 **RECENT
        ACCOUNTING PRONOUNCEMENTS**
  In
        February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
        159, *The
        Fair Value Option for Financial Assets and Financial Liabilities* (“SFAS
        159”), which permits entities to elect to measure many financial instruments
        and
        certain other items at fair value that are not currently required to be measured
        at fair value. This election is irrevocable. The provisions of SFAS No. 159
        are
        effective for fiscal years beginning after November 15, 2007. We are currently
        evaluating the impact of this statement, but believe the adoption of SFAS
        159
        will not have a material impact on our financial position or results of
        operations.
  In
        September 2006, the FASB issued SFAS No. 158, *Employers
        Accounting for Defined Benefit Pension and Other Postretirement
        Plans,* an
        Amendment of FASB Statements No. 87, 88, 106 and 123(R). SFAS No. 158 requires
        employers to recognize the under funded or over funded status of a defined
        benefit post retirement plan as an asset or liability in its statements of
        financial position and to recognize changes in the funded status in the year
        in
        which the changes occur through accumulated other comprehensive income.
        Additionally, SFAS No. 158 requires employers to measure the funded status
        of a
        plan as of the date of its year-end statement of financial position. The
        provisions of SFAS No. 158 are effective as of the end of the fiscal year
        ending
        after June 15, 2007. We are currently evaluating the impact of this statement,
        but believe the adoption of SFAS No. 158 will not have a material impact
        on our
        financial position or results of operations.
  17




In
        September 2006, the FASB issued SFAS No. 157, *Fair
        Value Measurements.* SFAS
        No.
        157 clarifies the principle that fair value should be based on the assumptions
        that market participants would use when pricing an asset or liability.
        Additionally, it establishes a fair value hierarchy that prioritizes the
        information used to develop those assumptions. The provisions of SFAS No.
        157
        are effective for fiscal years beginning after November 15, 2007. We believe
        the
        adoption of SFAS No. 157 will not have a material impact on our financial
        position or results of operations.
  **Safe
        Harbor Statement under the Private Securities Litigation Reform Act of
        1995:** We
        believe statements in this quarterly report looking forward in time involve
        risks and uncertainties. The following factors, among others, could adversely
        affect our business, operations and financial condition causing our actual
        results to differ materially from those expressed in any forward-looking
        statements: our history of net losses and substantial interest expense; our
        need
        for substantial cash to operate and expand our business as planned; our
        substantial outstanding debt and debt service obligations; restrictions imposed
        by the terms of our debt; a decrease in the number of patients our customers
        are
        serving; our ability to effect change in the manner in which healthcare
        providers traditionally procure medical equipment; the absence of long-term
        commitments with customers; our ability to renew contracts with group purchasing
        organizations and integrated delivery networks; changes in reimbursement
        rates
        and policies by third-party payors; the impact of health care reform
        initiatives; the impact of significant regulation of the health care industry
        and the need to comply with those regulations; difficulties or delays in
        our
        continued expansion into certain of our businesses/geographic markets and
        developments of new businesses/geographic markets; additional credit risks
        in
        increasing business with home care providers and nursing homes; impacts of
        equipment product recalls or obsolescence; and increases in vendor costs
        that
        cannot be passed through to our customers. See the risk factors discussed
        under
        Part I, Item 1A of our Annual Report on Form 10-K for the year ended December
        31, 2006, filed with the Securities and Exchange Commission.
 
 **Item
        3. Quantitative and Qualitative Disclosures about Market
        Risk**
 
 Our
        primary exposure to market risk is interest rate risk associated with our
        debt
        instruments. We use both fixed and variable rate debt as sources of financing.
        At March 31, 2007, we had approximately $313.1 million of total debt
        outstanding, of which $46.3 million was bearing interest at variable rates
        of
        approximately 8.0%. A one percentage point change in interest rates on variable
        rate debt would have resulted in interest expense fluctuating approximately
        $0.1
        million for the first three months ended March 31, 2007 and 2006. We have
        not
        entered into, and do not plan to enter into, any derivative financial
        instruments for trading or speculative purposes. Historically, we have not
        engaged in hedging activities. As of March 31, 2007, we had no other material
        exposure to market risk.
 
 **Item
        4. Controls and Procedures**
 
 (a). Evaluation
        of disclosure controls and procedures .
 
 Under
        the
        supervision and with the participation of our management, including our Chief
        Executive Officer and Chief Financial Officer, we evaluated the effectiveness
        of
        the design and operation of our disclosure controls and procedures (as defined
        in Rule 15d-15(e) under the Securities Exchange Act of 1934 as amended (the
        “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and
        Chief Financial Officer concluded that, as of the end of the period covered
        by
        this report, our disclosure controls and procedures were effective.
  18




(b). Changes
        in internal control over financial reporting .
 
 During
        the
        first quarter of 2007, there has been no change in our internal control over
        financial reporting (as defined in Rule 15d-15(f) under the Exchange Act)
        that
        has materially affected, or is reasonably likely to materially affect, our
        internal control over financial reporting.
 
 **PART
        II - OTHER INFORMATION**
 
 **Item
        1.** **Legal Proceedings**
 
 From
        time
        to time, we may become involved in litigation arising out of operations in
        the
        normal course of business. As of March 31, 2007, we were not a party to any
        pending legal proceedings the adverse outcome of which could reasonably be
        expected to have a material adverse effect on our operating results, financial
        position, or cash flows.
 
 **Item
        1A. Risk Factors**
 
 In
        addition to the other information set forth in this report, you should carefully
        consider the factors discussed in Part I, Item 1A of our Annual Report on
        Form
        10-K for the year ended December 31, 2006, which could materially affect
        our
        business, financial condition or results of operations. The risks described
        in
        our Annual Report on Form 10-K are not the only risks facing the Company.
        Additional risks and uncertainties not presently known to us or that we
        currently believe to be immaterial may also adversely affect our business,
        financial condition or results of operations.
 
 **Item
        2.** **Unregistered Sales of Equity Securities and Use of
        Proceeds**
 
 On
        March
        20, 2007, pursuant to the exercise of outstanding options, we sold 4,998
        shares
        of common stock to a departing employee in the amount of $5,497.80. The sale
        was
        completed pursuant to the exemption from registration provided under Rule
        701 of
        the regulations of the Securities Act of 1933, as amended. The proceeds from
        the
        sale were added to our general funds and used for general corporate
        purposes.
 
 **Item
        3.** **Defaults upon Senior Securities**
 
 Not
        applicable.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders**
 
 Not
        applicable.
 
 **Item
        5.** **Other Information**
 
 Not
        applicable.
  19
  **Item
        6.** **Exhibits**
 **Number**
                
                **Description**3.1a
                
                Certificate
                    of Amendment to Certificate of Incorporation of Universal Hospital
                    Services, Inc.*3.1b
                
                Certificate
                    of Incorporation of Universal Hospital Services, Inc.
                    **3.2a
                
                Amended
                    and Restated Bylaws of Universal Hospital Services,
                    Inc.*3.3
                
                Certification
                    of Elimination of Series B 13% Cumulative Accruing Pay-In-Kind
                    Preferred
                    Stock of Universal Hospital Services, Inc.****4.1
                
                Form
                    of certificate of common stock. **4.2
                
                Indenture,
                    dated as of October 17, 2003, by and between Universal Hospital
                    Services,
                    Inc. and Wells Fargo Bank, National Association, as Trustee,
                    relating to
                    the registrant’s 10.125% Senior Notes due 2011 (including Form of
                    Note).*4.3
                
                Form
                    of Amended and Restated Stockholders’ Agreement, dated October 17, 2003,
                    by and among Universal Hospital Services, Inc., J.W. Childs Equity
                    Partners III, L.P., JWC Fund III Co-invest LLC, Halifax Capital
                    Partners,
                    L.P. and the other stockholders of Universal Hospital Services,
                    Inc.*4.4
                
                Exchange
                    and Registration Rights Agreement, dated as of October 17, 2003,
                    among
                    Universal Hospital Services, Inc., Goldman, Sachs & Co,. Credit Suisse
                    First Boston LLC, CIBC World Markets Corp. and Jefferies & Company,
                    Inc.***4.5
                
                10.125%
                    Senior Notes due 2011 in the aggregate principal amount of
                    $259,880,000.***4.6
                
                10.125%
                    Senior Note due 2011 in the aggregate principal amount of
                    $120,000.**4.7
                
                Blanket
                    Issuer Letter of Representations, dated as of October 17, 2003,
                    among
                    Universal Hospital Services, Inc., Wells Fargo Bank, National
                    Association
                    and the Depository Trust Company.**10.1
                
                Agreement
                    and Plan of Merger, dated April 15, 2007, by and among UHS Holdco,
                    Inc.,
                    UHS Merger Sub, Inc., Universal Hospital Services, Inc. and J.W.
                    Childs
                    Equity Partners III, L.P.31.1
                
                Rule
                    13a-14(a)/15d-14(a) Certification of Chief Executive
                    Officer31.2
                
                Rule
                    13a-14(a)/15d-14(a) Certification of Chief Financial
                    Officer32.1
                
                Certification
                    of Gary D. Blackford Pursuant to 18 U.S.C § 1350, as adopted pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 200232.2
                
                Certification
                    of Rex T. Clevenger Pursuant to 18 U.S.C § 1350, as adopted pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002


*Previously
      filed as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the
      fiscal quarter ended September 30, 2003, and incorporated by reference
      herein.


**
      Previously filed as an Exhibit to Form S-1/A filed on September 5, 2001, and
      incorporated by reference herein.


***Previously
      filed as an Exhibit to the Registrant’s Registration Statement on Form S-4 (File
      No. 333-111606) and incorporated by reference herein.


****Previously
      filed as an Exhibit to Amendment No. 1 to the Registrant’s Registration
      Statement on Form S-4 (File No. 333-111606) and incorporated by reference
      herein.




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**SIGNATURES**
 
 Pursuant
        to the requirements of the Securities 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 8, 2007
  Universal
                  Hospital Services, Inc.By/s/
                  Gary D. BlackfordGary
                  D. Blackford,President
                  and Chief Executive Officer(Principal
                  Executive Officer and Duly Authorized Officer)By/s/
                  Rex T. ClevengerRex
                  T. Clevenger,Senior
                  Vice President and Chief Financial Officer
                (Principal
                  Financial Officer)




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