SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPRADLIN ROY W

(Last)

(First)

(Middle)

2803 STUART MANOR

(Street)

HOUSTON

77082

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
U S PHYSICAL THERAPY INC /NV [ USPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Chairman, President & C

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/27/2004		M		90,000	A	$4.96	0	D
Common Stock	07/27/2004		M		15,000	A	$3.08	0	D
Common Stock	07/27/2004		M		45,000	A	$3.04	0	D
Common Stock	07/27/2004		M		200,000	A	$3.48	0	D
Common Stock	07/27/2004		M		56,250	A	$3	406,250	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$4.96	07/27/2004		M			90,000	11/16/1997⁽¹⁾	11/16/2004	Common Stock	90,000	$0.00	0	D
Employee Stock Option	$3.08	07/27/2004		M			15,000	08/14/1998⁽²⁾	08/14/2006	Common Stock	15,000	$0.00	0	D
Employee Stock Option	$3.04	07/27/2004		M			45,000	08/20/1999⁽³⁾	08/20/2007	Common Stock	45,000	$0.00	0	D
Employee Stock Option	$3.48	07/27/2004		M			200,000	09/09/1998⁽⁴⁾	09/09/2008	Common Stock	200,000	$0.00	0	D
Employee Stock Option	$3	07/27/2004		M			56,250	05/23/2000⁽⁵⁾	05/23/2010	Common Stock	56,250	$0.00	0	D

Explanation of Responses:

1. Options granted on 11/16/1994 became exercisable one-third on 11/16/1997 and each year thereafter through 11/16/1999.

2. Options granted on 08/14/1996 became exercisable one-third on 08/14/1998 and each year thereafter through 08/14/2001.

3. Options granted on 08/20/1997 became exercisable one-third on 08/20/1999 and each year thereafter through 08/20/2002.

4. Options granted on 09/09/1998 became exercisable one-third on 09/09/2000 and each year thereafter through 09/09/2003.

5. Options granted on 05/23/2000 became exercisable one-third on 05/23/2002 and each year thereafter through 05/23/2005.

Remarks:

	Roy W. Spradlin	07/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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