SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549




SCHEDULE 13D


AMENDMENT NO. 1


Under the Securities Exchange Act of 1934


U.S. PHYSICAL THERAPY INC.
(Name of issuer)


COMMON STOCK
(Title of class of securities)


90337L108
(CUSIP number)


Don A. Sanders, 3100 Chase Tower
Houston, Texas  77002  (713) 224-3100
(Name, address and telephone number of person
authorized to receive notices and communications)


FEBRUARY 14, 2000
(Date of event which requires filing of this statement)


	If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1 (b) (3) or (4), check the following box.

	Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less
of such class.)  (See Rule 13d-7)
SCHEDULE 13D


CUSIP No.  90337L108                 Page  2  of  5   Pages

1  	NAME OF REPORTING PERSON   S.S.OR I.R.S.IDENTIFICATION NO.
      OF ABOVE PERSON

	     	DON A. SANDERS

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   (  (b)   (

3 	SEC USE ONLY


4 	SOURCE OF FUNDS*

     		PF

5 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
  	PURSUANT TO ITEMS 2(d) OR 2(E) (


6 	CITIZENSHIP OR PLACE OF ORGANIZATION

       USA
                  			  7      SOLE VOTING POWER
NUMBER OF
SHARES			                    	242,235
BENEFICIALLY	          8      SHARED VOTING POWER
OWNED BY
EACH
REPORTING	             9      SOLE DISPOSITIVE POWER
PERSON WITH                   242,235
                      10      SHARED DISPOSITIVE POWER
                              143,700

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
      PERSON
         	385,935

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*	           (

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    		12%

14 TYPE OF REPORTING PERSON*

		    IN



Item 1. 	Security and Issuer

	The class of equity securities to which this statement
relates is the common stock (the "Common Stock") of U.S.
Physical Therapy Inc., whose principal executive office is
located at 3040 Post Oak Blvd., Suite 222, Houston, Texas
77056.

Item 2. 	Identity and Background

	This statement is filed on behalf of Don A. Sanders,
a U.S. Citizen ("Sanders" or "Reporting Person"), whose
business address is 3100 Chase Tower, Houston, Texas  77002.
Sanders currently serves as the Chairman of the Executive
Committee of Sanders Morris Harris Inc., an investment banking
firm, whose address is 3100 Chase Tower, Houston, Texas  77002.

	Sanders has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), nor has Sanders, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.

Item 3. 	Source and Amount of Funds or Other Consideration

	The funds used or to be used in making purchases of the
Issuer's Common Stock are personal funds of Sanders.

Item 4. 	Purpose of Transaction.

	The securities of the Issuer were acquired by Sanders and
his Spouse ("Spouse") in open market transactions and privately
negotiated transactions for the purposes of investment.  Sanders
currently intends to review continuously his equity interest in
the Issuer and may or may not seek involvement in the Issuer's
affairs.  Depending upon his evaluation of the Issuer's business
and prospects and upon future developments, Sanders, or other
entities that may be deemed to be affiliates of Sanders, may
from time to time purchase additional securities of the Issuer,
dispose of all or a portion of the securities held by such
person, or cease buying or selling shares. Any such additional
purchases of the securities may be in open market or privately
negotiated transactions or otherwise.

	Except as described in this Item 4, the Reporting Person
has no present plans or proposals which relate or would result
in:  (i) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer,
(ii) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries, (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries, (iv) any
change in the present board of directors or management of the
Issuer, (v) any material change to the present capitalization
or dividend policy of the Issuer, (vi) any other material
change in the Issuer's business or corporate structure, (vii)
changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (viii)
causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted on an inter-dealer quotation system of a registered
national securities association, (ix) a class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or (x) any actions similar
to any of those enumerated above.

Item 5. 	Interest in Securities of the Issuer.

	The Reporting Person directly owns 242,235 shares (The
"Reporting Person Shares") of Common Stock and has the shared
power to dispose of or direct the disposition of 143,700 shares
of Common Stock (the "Client Shares") of certain of the
Reporting Person's clients (the "Clients) from whom the
Reporting Person has been granted the right to dispose of or
direct the disposition of the Client Shares.   The Client
Shares together with the Reporting Person Shares and the
Spousal Shares represent an aggregate of 385,935 shares or
12% of the Common Stock.

	The Reporting Person has the sole power to vote or to
direct the vote, and to dispose of or to direct the disposition
of the Reporting Person Shares and the shared power to dispose
of or to direct the disposition of the Client Shares.

	The following table represents all the Reporting Person's
transactions involving common stock during the last 45 days.

Date     Entity        Purchase/Sale  	Number Shrs    Price

1-25-00  Reporting Person   Bot	        40,000    	   8.506
1-25-00  Discretionary	     Bot	        20,000	       8.56


	The Reporting person has the right to receive or the
power to direct receipt of dividends from, or the proceeds
from the sale of 385,935 shares of Common Stock, while the
applicable Client has the right to receive or the power to
direct receipt of dividends from, or the proceeds from the
sale of the applicable Client Shares.


(e) n/a

Item 6. 	Contracts, Arrangements, Understandings or
Relationships
with Respect to Securities of the Issuer.

	The Reporting Person has no contract, arrangement,
understanding or relationship (legal or otherwise) with
any person with respect to securities of the Company,
including, but not limited to, transfer or voting of any
of the securities, finder's fees, joint ventures.

Item 7. 	Materials to be Filed as Exhibits.

	No Material Changes

Signature

After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this filing is true, correct and complete.

Dated May 4, 2000


__________________________________
/s/ Don A. Sanders