In connection with the closing of the acquisition described in Item 8.01 below, on May 22, 2012, U. S. Physical Therapy, Inc. (the "Company") issued a press release updating its earnings guidance for the year 2012 to be in the range of $17.3 million to $18.3 million in net income and $1.47 to $1.54 in diluted earnings per share. A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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.

On May 22, 2012, the Company completed the acquisition of a majority interest in a seven clinic physical therapy group. The acquired group currently sees approximately 45,000 patient visits per year and produces over $5.0 million in annual revenue. The purchase price for the Company's 70% acquired interest was $6,340,000, which was financed with a combination of borrowings under the Company's existing senior credit line and a seller note.

Exhibits     Description of Exhibits

99.1         Registrant's press release dated May 22, 2012 - U.S. Physical
             Therapy Makes Seven Clinic Acquisition - Management Increases
             Earnings Guidance for 2012.*

*Furnished herewith.