Item 8.01 Other Events.

Effective May 5, 2009, Mr. J. Livingston Kosberg resigned as a member of the Compensation Committee of U. S. Physical Therapy, Inc. (the "Company"). Mr. Kosberg remains a member of the Board of Directors of the Company.

Mr. Kosberg rejoined the Company's Board of Directors on July 6, 2004 and served as interim Chief Executive Officer of the Company in 2004. Mr. Kosberg previously served as the Company's Chief Executive Officer from 1992 to 1995 and as the Company's Chairman of the Board from 1992 to 2001. Mr. Kosberg has been involved in a variety of industries, including healthcare, finance and construction, and currently serves as an advisor to several investment funds.