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): May 7, 2009 (May 7, 2009)

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

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 under the Exchange Act (17 CFR 240.14a-12)

⃞ 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.

U. S. Physical Therapy, Inc. (the “Company”) has updated its financial presentation.  A copy of the presentation may be accessed on the Company’s website, www.usph.com.

The investor presentation contains a certain non-GAAP financial measure as defined under Regulation G of the rules and regulations of the SEC.  The non-GAAP financial measure contained in the presentation includes a presentation of Adjusted EBITDA.  Adjusted EBITDA equals net income attributable to U. S. Physical Therapy, Inc. before interest, taxes, amortization and depreciation and equity compensation expense.  See the addendum included in the presentation for a reconciliation of net income attributable to U. S. Physical Therapy, Inc. to Adjusted EBITDA.  Management believes providing this non-GAAP financial information to investors is useful information for comparing the Company’s period-to-period results.  

Pursuant to the rules of the Securities and Exchange Commission, the information contained in this report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings by the Company under such Act or the Securities Act of 1933, as amended.      

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.