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): September 4, 2007
                               (August 27, 2007)

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

       Nevada                        1-11151                     76-0364866
  -----------------                  -------                 -------------------
   (State or other           (Commission File Number)         (I.R.S. Employer
   jurisdiction of                                           Identification No.)
   incorporation
  or organization)

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 dated
August 27, 2007 and filed by U. S. Physical Therapy,  Inc. on August 28, 2007 to
add Exhibit 10.1, which was not available at the time of 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

10.1     Credit  Agreement,  dated as of August 27,  2007  among U. S.  Physical
         Therapy,   Inc.,  as  the  Borrower,   Bank  of  America,   N.  A.,  as
         Administrative  Agent,  Swing Line Lender and L/C Issuer, and The Other
         Lenders Party Hereto  (Schedules  pursuant to the Credit Agreement have
         not been filed by the  Registrant,  who hereby  undertakes to file such
         schedules upon the request of the Commission.)


                                    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: September 4, 2007                 By:  /s/ LAWRANCE W. MCAFEE
                                             ------------------------
                                               Lawrance W. McAfee
                                             Chief Financial Officer
                                (duly authorized officer and principal financial
                                              and accounting officer)




                                  Exhibit Index

10.1     Credit  Agreement,  dated as of August 27,  2007  among U. S.  Physical
         Therapy,   Inc.,  as  the  Borrower,   Bank  of  America,   N.  A.,  as
         Administrative  Agent,  Swing Line Lender and L/C Issuer, and The Other
         Lenders Party Hereto  (Schedules  pursuant to the Credit Agreement have
         not been filed by the  Registrant,  who hereby  undertakes to file such
         schedules upon the request of the Commission.)