UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): October 27, 2004

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

   Nevada                               1-11151                 76-0364866
-------------                           -------              ----------------
(State or other jurisdiction of      (Commission File       (I.R.S. Employer
incorporation or organization)            Number)           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(b) under the Exchange
    Act (17 CFR 240.14a-12(b))

[ ] 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 RESULTS

On October 27, 2004, U.S.  Physical  Therapy,  Inc. reported its results for the
third  quarter and nine months  ended  September  30,  2004. A copy of the press
release is attached hereto as Exhibit 99.1.
 
Item 9.01  Financial Statements and Exhibits

(a) None.

(b) None.

(c) Exhibits

Exhibits        Description of Exhibits
--------        -----------------------

99.1            Registrant's press release dated October 27, 2004 announcing
                financial results for the third quarter and nine months ended
                September 30, 2004.*


*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: October 27, 2004         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 October 27, 2004.*



* Furnished herewith