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): July 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  July  29,  2004  announcing
               financial  results for the second  quarter  and six months  ended
               June 30, 2004.*

*Furnished herewith.


Item 12.          Results of Operations and Financial Condition.

On July 29,  2004,  U.S.  Physical  Therapy,  Inc.  reported its results for the
second  quarter and six months  ended June 30,  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: July 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  July  29,  2004  announcing
               financial  results for the second  quarter  and six months  ended
               June 30, 2004.*

*Furnished herewith.