Summary of U S PHYSICAL THERAPY INC /NV

Item 1.01 Entry into a Material Definitive Agreement.
Effective March 18, 2009, U. S. Physical Therapy, Inc. (the "Company") entered into a Second Amendment to Credit Agreement and Consent (the "Credit Agreement Amendment") with Bank of America. The Credit Agreement Amendment allows the Company to purchase up to $15,000,000 in its common stock subject to compliance with certain covenants as detailed in the Credit Agreement Amendment, which is filed as an exhibit to this report on Form 8-K. In addition, the Credit Agreement Amendment adjusts the pricing grid which is tied to the Company's overall financial leverage with the applicable spread over LIBOR ranging from 1.5% to 2.5%.
The revolving credit agreement with Bank of America ("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.
As of March 17, 2009 the outstanding balance advanced under the loan facility was $12,600,000.
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.

Item 8.01 Other Events
On March 18, 2009, the Company announced that its Board of Directors has authorized the repurchase of up 10% or approximately 1,200,000 shares of its common stock. The Company has amended its bank credit agreement to allow the share repurchase. There is no expiration date for the repurchase program and shares may be purchased from time to time in open market or private transactions. Currently, there are approximately 12,037,000 shares of U.S. Physical Therapy common stock outstanding. The Company intends to retire such shares.
See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits
(c) Exhibits

Exhibits    Description of Exhibits

99.1        Second Amendment to Credit Agreement and Consent by and among the
            Company and the Lenders party hereto, and Bank of America, N. A, as
            Administrative Agent.*

99.2        Press Release dated March 18, 2009.*

* Furnished herewith.

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