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):
                      February 27, 2007 (February 27, 2007)

                           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         (I.R.S. Employer
   incorporation or organization)     File 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 February 27, 2007, U.S. Physical Therapy, Inc. (the "Company") reported its
preliminary unaudited results for the fourth quarter ended December 31, 2006. A
copy of the press release is attached hereto as Exhibit 99.1.



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

99.1             Registrant's press release dated February 27, 2007 announcing
                 preliminary financial results for the fourth quarter ended
                 December 31, 2006.*

*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: February 27, 2007               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 February 27, 2007.*

* Furnished herewith