EXHIBIT 32


                        CERTIFICATION OF PERIODIC REPORT

In connection with the Quarterly Report of U.S. Physical Therapy, Inc. (the
"Company") on Form 10-Q/A1 for the quarterly period ended September 30, 2004, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Christopher J. Reading, Chief Executive Officer of the Company,
Lawrance W. McAfee, Chief Financial Officer of the Company and David Richardson,
Controller of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


November 17, 2004

/s/ Christopher J. Reading
- --------------------------
Christopher J. Reading
Chief Executive Officer


/s/ Lawrance W. McAfee
- ----------------------
Lawrance W. McAfee
Chief Financial Officer


/s/ David Richardson
- --------------------
David Richardson
Controller


This certification is made solely pursuant to the requirement of Section 1350 of
18 U.S.C., and is not for any other purpose. A signed original of this
certification has been provided to U.S. Physical Therapy, Inc. and will be
retained by U.S Physical Therapy, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.


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