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 8, 2006 (February 8, 2006)

                           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 7.01  Regulation FD Disclosure.

     U. S. Physical Therapy, Inc. (the "Company") will deliver a presentation on
Tuesday,  February 14, 2006 at the UBS Global Healthcare  Services Conference in
New York, NY at the Grand Hyatt New York. Chris Reading, Chief Executive Officer
and Larry McAfee,  Chief Financial Officer,  will address the conference at 8:00
am CST.

     A copy  of the  presentation  may be  accessed  on the  Company's  website,
www.usph.com.

     The presentation  contains certain non-GAAP  financial  measures 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
EBITDA.  EBITDA  equals net income  before  interest,  taxes,  amortization  and
depreciation  expense.  See the  addendum  included  in the  presentation  for a
reconciliation  of net  income to 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.

Item 9.01  Financial Statements and Exhibits

(a)  None.

(b)  None.

(c)  Exhibits

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

None





                                    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 8, 2006            By: /s/ LAWRANCE W. MCAFEE
                                      ------------------------
                                           Lawrance W. McAfee
                                         Chief Financial Officer
                              (duly authorized officer and principal financial
                                         and accounting officer)