UNITED STATES
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): August 7, 2008 (August 7, 2008)

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

Nevada

1-11151

76-0364866

(State or other jurisdiction of

incorporation or organization)

(Commissionn File

Number)

(I.R.S. Employer

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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 7, 2008, U.S. Physical Therapy, Inc. (the “Company”) reported its results for the second quarter and six months ended June 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1.

Exhibits

Description of Exhibits

 
99.1 Registrant's press release dated August 7, 2008 announcing financial results for the second quarter and six months ended June 30, 2008.*

*Furnished herewith.


SIGNATURE

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:

August 7, 2008

 

By: /s/ LAWRANCE W. MCAFEE

Lawrance W. McAfee

Chief Financial Officer

 (duly authorized officer and principal financial

and accounting officer)


INDEX TO EXHIBITS

EXHIBIT

DESCRIPTION OF EXHIBIT

 
99.1 Press Release dated August 7, 2008.*

* Furnished herewith