On March 5, 2009, U.S. Physical Therapy, Inc. (the "Company") reported its results for the fourth quarter and year ended December 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1.

The press release contains a 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 press release include a reference to adjusted diluted earnings per share excluding clinic closure costs incurred in the fourth quarter and year ended December 31, 2008 . Adjusted diluted earnings equals net income plus the after tax effect of closure costs. Management believes providing this non-GAAP financial information to investors is useful information for comparing the Company's period-to-period results. Below is a calculation of the adjusted diluted earnings per share and its reconciliation to net income:

                                                       Year Ended      Quarter Ended
                                                      December 31,     December 31,
                                                          2008             2008
                                                        (In thousands, except per
                                                               share data)

Net income as reported                                $      10,004    $       2,233
Closure costs, net of tax effect                                262              172
   Adjusted net income                                       10,266            2,405

   Diluted earnings per common share, as reported     $        0.83    $        0.19
   Adjusted diluted earnings per common share         $        0.85    $        0.20
   Shares used in computation                                12,017           12,055

The conference call mentioned in this press release contained a non-GAAP financial measure as defined under Regulation G of the rules and regulations of the SEC. The non-GAAP financial measures contained in the conference call include a discussion of adjusted EBITDA. Adjusted EBITDA equals net income before interest, taxes, amortization, depreciation and equity compensation expense. See the Exhibit 99.2 included in this filing for a reconciliation of net income 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.

Exhibits     Description of Exhibits

99.1         Registrant's press release dated March 5, 2009 announcing financial
             results for the fourth quarter and year ended December 31, 2008.*

99.2         Reconciliation of Non-GAAP Financial Measures - Adjusted EBITDA.*

*Furnished herewith.