EXHIBIT 10.38

                                 AMENDMENT NO. 1
                                       TO
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      This Amendment No. 1 (this "Amendment") dated as of December 1, 2004, is
made by and between Vanguard Health Systems, Inc., a Delaware corporation (the
"Company"), and Joseph D. Moore (the "Executive").

      WHEREAS, the Company and the Executive executed a certain Amended and
Restated Employment Agreement (the "EA") dated as of September 23, 2004, to
secure the services of the Executive as Chief Financial Officer, Treasurer and
Executive Vice President; and

      WHEREAS, the Company and the Executive wish the Executive's base salary
set forth in Section 6(a) of the EA to be increased to $566,500, effective as of
January 1, 2005.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Executive hereby agree that the EA is
amended as follows:

      1. Defined Terms. Except for those terms defined above, the definitions of
      capitalized terms used in this Amendment are as provided in the EA.

      2. Amendment to Section 6(a). Section 6(a) of the EA entitled "Base
      Salary" is hereby deleted and replaced with the following new Section
      6(a):

            "(a). Base Salary. The Executive's base salary hereunder, from
            September 23, 2004 to December 31, 2004, shall be $550,000 per year,
            payable semi-monthly. Effective January 1, 2005, the Executive's
            base salary hereunder shall be $566,500 per year, payable
            semi-monthly. The Board shall review such base salary at least
            annually and make such adjustments from time to time as it may deem
            advisable, but the base salary shall not at any time be reduced from
            the base salary in effect from time to time."

      3. Ratification. All other provisions of the EA remain unchanged and are
      hereby ratified by the Company and the Executive.



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      IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
by its duly authorized officer and the Executive has executed this Amendment,
each as of the day and year first set forth above.

                                    VANGUARD HEALTH SYSTEMS, INC.

                                    By: /s/ Ronald P. Soltman
                                       -----------------------------------
                                            Ronald P. Soltman
                                            Executive Vice President

                                    EXECUTIVE:

                                    /s/ Joseph D. Moore
                                    --------------------------------------
                                    Joseph D. Moore