UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 8-K/A
                                (Amendment No. 1)

                                 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 24, 2007 (May 22, 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 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))




                                EXPLANATORY NOTE

This  Amendment No. 1 on Form 8-K/A amends the Current  Report on Form 8-K filed
by U.S.  Physical  Therapy,  Inc. on May 25, 2007 to include Exhibit 10.1, which
was referenced in the Form 8-K but  inadvertently  omitted from the filing.  The
information  previously  reported  in the Form  8-K is  hereby  incorporated  by
reference into this Amendment No. 1 on Form 8-K/A.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.                       Description
-----------                       ---------------------------------
10.1                              Form of Restricted Stock Agreement




                                    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: May 30, 2007                              By: /s/ LAWRANCE W. MCAFEE
                                                     ----------------------
                                                      Lawrance W. McAfee
                                                    Chief Financial Officer
                                          (duly authorized officer and principal
                                             financial and accounting officer)