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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MCAFEE LAWRANCE W   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) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1300 W. SAM HOUSTON PKWY S., SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2011 (Street) HOUSTON, TX 77042 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 02/28/2011   A   20,000 (1) A $ 0 73,478 (2) D (2)   Common Stock 03/04/2011   M   50,000 A $ 13.54 123,478 (2) D (2)   Common Stock 03/04/2011   F   33,008 (3) D $ 20.51 90,470 (2) D (2)   Common Stock 03/04/2011   S   2,194 D $ 20.25 88,276 (2) D (2)   Common Stock 03/04/2011   S   12,806 D $ 19.757 75,470 (2) D (2)

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option Right to Buy

$ 13.54

03/04/2011

M

50,000

03/04/2011

10/05/2014

Common Stock

50,000

(4)

115,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCAFEE LAWRANCE W 1300 W. SAM HOUSTON PKWY S. SUITE 300 HOUSTON, TX 77042	X		Chief Financial Officer

Signatures

/s/ Lawrance W. McAfee		03/04/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Grant of 20,000 restricted shares under the 1999 Plan as amended, restated and adopted, with a four year quarterly vesting schedule as to the lapse of restrictions thereof with 1/16 equal portions (1250 shares) vesting quarterly, with the first 1/16 vesting on March 31, 2011 and thereafter equal 1/16 portions on June 30, September 30 and December 31 each year until all such shares shall have vested, which shall be December 31, 2014.
(2)	Includes 20,000 restricted shares as detailed in Footnote 1. Also, includes 8336 shares of common stock granted as restricted stock. Restrictions lapsed as to 2083 shares on March 31, 2011, 2083 on June 30, 2011, 2083 on Septemer 30, 2011 and 2087 will lapse on December 31, 2011.
(3)	Surrender of shares in connection with cashless exercise
(4)	Granted pursuant to the Company's 2003 Stock Incentive Plan, which complies with Rule 16b-3.

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