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): June 4, 2008 (June 4, 2008)

                           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 1.01    Entry into a Material Definitive Agreement.

     Effective  June 4, 2008,  U. S.  Physical  Therapy,  Inc.  (the  "Company")
increased the commitment  amount of its revolving  credit agreement (the "Credit
Agreement")  with Bank of America from  $30,000,000 to  $50,000,000.  The Credit
Agreement, which was originally entered into in August, 2007, is for a four year
term, is unsecured and includes standard financial covenants.  Proceeds from the
Credit Agreement may be used to finance acquisitions,  working capital,  capital
expenditures and for other corporate purposes. Interest expense on borrowings is
based on a pricing grid tied to the Company's  overall  financial  leverage with
the applicable  spread over LIBOR ranging from .5% to 1.5%. There are fees under
the Credit Agreement  including an initial closing fee and an unused  commitment
fee ranging from .1% to .35%  depending on financial  leverage and the amount of
funds  outstanding  under  the  agreement.  As of May 30,  2008 the  outstanding
balance advanced under the loan facility was $5,300,000.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an
             Off-Balance Sheet Arrangement of a Registrant.

     See Item 1.01 above.


                                    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: June 4, 2008                     By:  /s/ LAWRANCE W. MCAFEE
                                           -------------------------------------
                                                 Lawrance W. McAfee
                                              Chief Financial Officer
                                (duly authorized officer and principal financial
                                            and accounting officer)