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United States securities and exchange commission logo





                             August 10, 2021

       Carey Hendrickson
       Chief Financial Officer
       U.S. Physical Therapy, Inc.
       1300 West Sam Houston Parkway South, Suite 300
       Houston, TX 77042

                                                        Re: U.S. Physical
Therapy, Inc.
                                                            Form 10-K For The
Fiscal Year Ended December 31, 2020
                                                            Filed March 1, 2021
                                                            Form 8-K Dated
August 5, 2021
                                                            File No. 001-11151

       Dear Mr. Hendrickson:

              We have reviewed your filings and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K For The Fiscal Year Ended December 31, 2020

       Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       Results of Operations, Fiscal Year 2020 Compared to Fiscal 2019, page 31

   1.                                                   Please respond to the
following comments regarding your non-GAAP measures and revise
                                                        future filings as
necessary:

                                                              Within your
discussion of results of operations, tell us why you present "Gross profit,
                                                            excluding closure
costs" and "Operating costs, excluding closure costs" without
                                                            identifying those
measures as non-GAAP and including all of the disclosures required
                                                            by Item 10(e)(1)(i)
of Regulation S-K. In addition, provide a discussion of the
                                                            reasons for the
significant changes in the related GAAP measures, "Gross profit" and
                                                            "Operating costs as
required by Item 303(b) of Regulation S-K;"
                                                              In future
filings, please more clearly label "Operating Results" as a non-GAAP
 Carey Hendrickson
U.S. Physical Therapy, Inc.
August 10, 2021
Page 2
              measure. Reference Item 10(e)(1)(ii) which states that a
registrant should not use
              titles or descriptions of non-GAAP financial measures that are
the same as, or
              confusingly similar to, titles or descriptions used for GAAP
financial measures.

         Please also apply this comment to your Form10-Q and earnings releases
included in Form
         8-K.

Form 8-K Dated August 5, 2021

Exhibit 99.1 Registrant's Press Release dated August 5, 2021, page 1

2.       Please revise your presentation under "Highlights" in future filings
to fully comply with
         Question 102.10 of the Compliance and Disclosure Interpretations on
Non-
         GAAP Financial Measures. In that regard, you should present the most
directly
         comparable GAAP measure to Operating Results and Adjusted EBITDA with
equal or
         greater prominence.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio,
Accounting
Branch Chief, at (202) 551-3676 if you have any questions.



FirstName LastNameCarey Hendrickson                            Sincerely,
Comapany NameU.S. Physical Therapy, Inc.
                                                               Division of
Corporation Finance
August 10, 2021 Page 2                                         Office of Life
Sciences
FirstName LastName
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