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): March 4, 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  March  4,  2004  announcing
             financial results for the fourth quarter and year-ended  December
             31, 2003.*

* Furnished herewith.


Item 12. Results of Operations and Financial Condition.

On March 4, 2004,  U.S.  Physical  Therapy,  Inc.  reported  its results for the
fourth  quarter and  year-ended  December  31,  2003.  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: March 4, 2004                      By:  /s/ Lawrence W. McAfee
                                              ---------------------------
                                          Name: Lawrence W. McAfee
                                          Title:  Chief Financial Officer














EXHIBIT        DESCRIPTION OF EXHIBIT
-------        ----------------------
99.1           Registrant's   press  release  dated  March  4,  2004  announcing
               financial results for the fourth quarter and year-ended  December
               31, 2003.*


* Furnished herewith.