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): April 26, 2005
                                (April 26, 2005)

                           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 7.01 Regulation FD Disclosure

The Company's Letter to Shareholders, which is being mailed to the Company's
shareholders on April 26, 2005 and accompanies its Annual Report on Form 10-K
for the year ended December 31, 2004, is attached as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits

(a)  None.

(b)  None.

(c)  Exhibits

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

99.1                     2004 Letter to Shareholders




                                    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: April 26, 2005                 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                 2004 Letter to Shareholders