SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

        Date of Report (Date of earliest event reported): April 29, 2004

                           U.S. PHYSICAL THERAPY, INC.
             (Exact name of registrant as specified in its charter)

                        Nevada                              76-0364866
       (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                  Identification No.)

    1300 West Sam Houston Parkway
     South, Suite 300 Houston, Texas                         77042
 (Address of principal executive offices)                  (Zip Code)


       Registrant's telephone number, including area code: (713) 297-7000






Item 7.  Financial Statements and Exhibits.

(c) Exhibits

Exhibits             Description of Exhibits
--------             -----------------------
99.1                 Registrant's press release dated April 29, 2004
                     announcing earnings for the first quarter ended
                     March 31, 2004.*

*Furnished herewith.


Item 12.          Results of Operations and Financial Condition.

On April 29, 2004, U.S. Physical Therapy, Inc. reported its results for the
first quarter ended March 31, 2004. The earnings release is attached hereto as
Exhibit 99.1.

In accordance with General Instruction B.6 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such
a filing.




                                   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 hereunto duly authorized.

                                      U.S. PHYSICAL THERAPY, INC.


Dated: April 29, 2004                 By:  /s/ LAWRANCE W. MCAFEE
                                          -----------------------
                                           Name: Lawrance W. McAfee
                                           Title:  Chief Financial Officer










EXHIBIT              DESCRIPTION OF EXHIBIT
-------              ----------------------
99.1                 Registrant's press release dated April 29, 2004
                     announcing earnings for the first quarter ended
                     March 31, 2004.*

*Furnished herewith.