Exhibit 10.1

                           RESTRICTED STOCK AGREEMENT

     THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made and entered into
by and between U.S.  Physical Therapy,  Inc., a corporation  organized under the
laws of the State of Nevada (the  "Company") and  _____________,  a non-employee
member of the Board of Directors of the Company  ("Grantee")  on the ____ day of
____ 2007 (the "Grant Date"),  pursuant to the U.S. Physical Therapy,  Inc. 2003
Stock Incentive Plan (the "Plan").  The Plan is incorporated by reference herein
in its entirety. Capitalized terms not otherwise defined in this agreement shall
have the meaning given to such terms in the Plan.

     WHEREAS,  Grantee is a non-employee member of the Board of Directors of the
Company,  and in connection  therewith,  the Company desires to grant to Grantee
_____  shares of the  Company's  common  stock,  par value  $.01 per share  (the
"Common  Stock"),  subject to the terms and conditions of this Agreement and the
Plan, with a view to increasing  Grantee's interest in the Company's welfare and
growth; and

     WHEREAS,  Grantee  desires to have the opportunity to be a holder of shares
of the Common Stock subject to the terms and  conditions  of this  Agreement and
the Plan.

     NOW,  THEREFORE,  in  consideration  of the premises,  mutual covenants and
agreements  contained  herein,  and other good and valuable  consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the parties  hereto,
intending to be legally bound hereby, agree as follows:

     1. Grant of Common Stock and  Administration.  Subject to the restrictions,
forfeiture  provisions  and other terms and  conditions set forth herein (i) the
Company  grants to Grantee  _____ shares of Common Stock  ("Restricted  Shares")
(granted per the vesting  schedule  described  in 2(a) below),  and (ii) Grantee
shall have and may  exercise  all rights and  privileges  of  ownership  of such
shares, including,  without limitation, the voting rights of such shares and the
right to receive any dividends  declared in respect thereof.  This Agreement and
its grant of  Restricted  Shares is subject to the terms and  conditions  of the
Plan,  and the terms and  conditions  of the Plan  shall  control  except to the
extent otherwise permitted or authorized in the Plan and specifically  addressed
in this  Agreement.  The Plan and this Agreement  shall be  administered  by the
Committee pursuant to the Plan.

     2. Transfer Restrictions.

     (a) Generally.  Grantee shall not sell, assign, transfer, exchange, pledge,
encumber,  gift,  devise,  hypothecate  or otherwise  dispose of  (collectively,
"Transfer") any Restricted Shares.  The Transfer  restrictions of this Section 2
shall lapse with respect to the _____ Restricted Shares as follows: the Transfer
restrictions  shall lapse as to 1/12 of the total  Restricted  Shares on the ___
day of ___, 2007 and therafter as to 1/12 of the  Restricted  Shares on the last
calendar day of each consecutive calendar month, with all Transfer  restrictions
lapsing  as of _____,  2008;  provided,  however,  that,  subject  to Section 3,
Grantee  then is, and  continuously  remains  since the Grant  Date has been,  a
non-employee  member of the Board of Directors of the  Company.  The  Restricted
Shares  as to which  such  Transfer  restrictions  do not  apply or so lapse are
referred to as "Vested Shares."

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     (b)  Dividends,  etc.  If the  Company  (i)  declares a dividend or makes a
distribution  on Common  Stock in shares of Common  Stock,  (ii)  subdivides  or
reclassifies  outstanding shares of Common Stock into a greater number of shares
of Common Stock or (iii) combines or reclassifies  outstanding  shares of Common
Stock into a smaller number of shares of Common Stock, then the number of shares
of Grantee's Common Stock subject to the transfer restrictions of this Section 2
will be proportionately increased or reduced so as to prevent the enlargement or
dilution of Grantee's rights and duties hereunder.

     (c) Death or Disability. If Grantee ceases to be an Eligible Individual (as
defined in the Plan) due to Grantee's death or disability (as defined in Section
22(e) (3) of the Internal Revenue Code of 1986 as amended) all Restricted Shares
which are not Vested Shares as of the time of Grantees death or disability shall
be forfeited.


     3. Forfeiture.

If  Grantee's  status as a  non-employee  member of the  Board of  Directors  of
Company is terminated by the Company or Grantee for any reason whatsoever,  then
Grantee shall  immediately  forfeit all  Restricted  Shares which are not Vested
Shares. Any Restricted Shares forfeited under this Agreement shall automatically
revert to the Company and become canceled and such shares shall be again subject
to the Plan. Any  certificate(s)  representing  Restricted  Shares which include
forfeited  shares shall only  represent  that number of Restricted  Shares which
have not been forfeited  hereunder.  Upon the Company's request,  Grantee agrees
for itself and any other  holder(s) to tender to the Company any  certificate(s)
representing  Restricted  Shares  which  include  forfeited  shares  for  a  new
certificate representing the unforfeited number of Restricted Shares.

     4. Issuance of Certificate.

     (a) The Restricted  Shares may not be Transferred  until they become Vested
Shares.  Further,  the Restricted  Shares may not be transferred  and the Vested
Shares  may not be sold or  otherwise  disposed  of in any  manner  which  would
constitute a violation of any applicable  federal or state  securities laws, any
rules of the national  securities  exchange or the NASDAQ on which the Company's
securities are traded,  listed or quoted,  or violation of Company  policy.  The
Company shall cause to be issued a stock certificate,  registered in the name of
the Grantee, evidencing the Restricted Shares upon receipt of a stock power duly
endorsed in blank with respect to such shares. Each such stock certificate shall
bear the following legend:

          THE  TRANSFERABILITY  OF THIS  CERTIFICATE  AND THE  SHARES  OF  STOCK
          REPRESENTED  HEREBY  ARE  SUBJECT  TO  THE  RESTRICTIONS,   TERMS  AND
          CONDITIONS  (INCLUDING  FORFEITURE AND RESTRICTIONS  AGAINST TRANSFER)
          CONTAINED IN THE U.S. PHYSICAL  THERAPY,  INC. 2003 INCENTIVE PLAN AND
          AN AWARD AGREEMENT  ENTERED INTO BETWEEN THE REGISTERED  OWNER OF SUCH
          SHARES  AND U.S.  PHYSICAL  THERAPY,  INC.  A COPY OF THE PLAN AND THE
          AWARD AGREEMENT ARE ON FILE IN THE CORPORATE  OFFICES OF U.S. PHYSICAL
          THERAPY, INC.

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Such legend  shall not be removed  from the  certificate  evidencing  Restricted
Shares  until such time as the  restrictions  imposed  by Section 2 hereof  have
lapsed.

     (b) The  certificate  issued  pursuant to this Section 4, together with the
stock powers relating to the Restricted  Shares  evidenced by such  certificate,
shall be held by the Company.  The Company  shall issue to the Grantee a receipt
evidencing the  certificates  held by it which are registered in the name of the
Grantee.

     5. Tax Requirements.

     (a) Tax Withholding.  This grant of Restricted Shares is subject to and the
Company  shall  have the power and the right to deduct or  withhold  from  other
amounts payable to Grantee from the Company,  or require the Grantee to remit to
the Company,  an amount  sufficient to satisfy federal,  state, and local taxes,
domestic or foreign,  required by law or  regulation to be withheld with respect
to any taxable event arising as a result of the Plan and this Agreement.

     6. Miscellaneous.

     (a) Certain  Transfers  Void.  Any  purported  Transfer of shares of Common
Stock or Restricted Shares in breach of any provision of this Agreement shall be
void and ineffectual, and shall not operate to Transfer any interest or title in
the purported transferee.

     (b) No Fractional  Shares.  All provisions of this Agreement  concern whole
shares of Common Stock.  If the  application  of any provision  hereunder  would
yield a fractional  share,  such  fractional  share shall be rounded down to the
next whole  share if it is less than 0.5 and  rounded up to the next whole share
if it is 0.5 or more.

     (c) Not an  Employment  or  Service  Agreement.  This  Agreement  is not an
employment agreement,  and this Agreement shall not be, and no provision of this
Agreement  shall be construed or  interpreted  to create any right of Grantee to
obtain  employment  with or provide  any  services  to the Company or any of its
Affiliates.

     (d)  Notices.  Any notice,  instruction,  authorization,  request or demand
required  hereunder  shall be in  writing,  and  shall be  delivered  either  by
personal delivery,  by telegram,  telex, telecopy or similar facsimile means, by
certified  or  registered  mail,  return  receipt  requested,  or by  courier or
delivery service,  addressed to the Company at the address indicated beneath its
signature on the  execution  page of this  Agreement,  and to Grantee at his/her
address  indicated on the Company's stock records,  or at such other address and
number as a party shall have  previously  designated by written  notice given to
the other party in the manner  hereinabove  set forth.  Notices  shall be deemed
given when received, if sent by facsimile means (confirmation of such receipt by
confirmed facsimile  transmission being deemed receipt of communications sent by
facsimile  means);  and when  delivered  and  receipted for (or upon the date of
attempted  delivery  where  delivery is  refused),  if  hand-delivered,  sent by
express courier or delivery  service,  or sent by certified or registered  mail,
return receipt requested.

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     (e)  Amendment  and Waiver.  This  Agreement  may be  amended,  modified or
superseded only by written instrument  executed by the Company and Grantee.  Any
waiver  of the  terms  or  conditions  hereof  shall be made  only by a  written
instrument  executed and delivered by the party waiving  compliance.  Any waiver
granted by the Company  shall be effective  only if executed and  delivered by a
duly authorized executive officer of the Company other than Grantee. The failure
of any  party  at any time or times to  require  performance  of any  provisions
hereof,  shall in no manner  effect the right to enforce the same.  No waiver by
any  party of any term or  condition,  or the  breach  of any term or  condition
contained in this Agreement in one or more  instances  shall be deemed to be, or
construed as, a further or continuing  waiver of any such condition or breach or
a waiver of any other condition or the breach of any other term or condition.

     (f) Governing Law and Severability. This Agreement shall be governed by the
internal  laws,  and not the  laws of  conflict,  of the  State of  Nevada.  The
invalidity  of any  provision  of this  Agreement  shall  not  affect  any other
provision of this Agreement, which shall remain in full force and effect.

     (g) Successors and Assigns. Subject to the limitations which this Agreement
imposes upon  transferability  of shares of Common Stock,  this Agreement  shall
bind,  be  enforceable  by and  inure  to the  benefit  of the  Company  and its
successors and assigns,  and Grantee,  and Grantee's  permitted assigns and upon
death, estate and beneficiaries  thereof (whether by will or the laws of descent
and  distribution),   executors,  administrators,  agents,  legal  and  personal
representatives.

     (h)  Community  Property.  Each spouse  individually  is bound by, and such
spouse's  interest,  if any,  in any  Shares is  subject  to,  the terms of this
Agreement.  Nothing in this Agreement shall create a community property interest
where none otherwise exists.

     (i) Entire Agreement.  This Agreement  together with the Plan supersede any
and all other prior  understandings  and agreements,  either oral or in writing,
between the parties with respect to the subject matter hereof and constitute the
sole and only  agreements  between the parties  with respect to the said subject
matter.  All prior  negotiations and agreements between the parties with respect
to the subject matter hereof are merged into this Agreement.  Each party to this
Agreement  acknowledges  that  no  representations,  inducements,  promises,  or
agreements, orally or otherwise, have been made by any party or by anyone acting
on behalf of any party, which are not embodied in this Agreement or the Plan and
that any agreement, statement or promise that is not contained in this Agreement
or the Plan shall not be valid or binding or of any force or effect.

     (j) Compliance with Other Laws and Regulations.  This Agreement,  the grant
of  Restricted  Shares  and  issuance  of Common  Stock  shall be subject to all
applicable  federal and state laws, rules,  regulations and applicable rules and
regulations of any exchanges on which such securities are traded or listed,  and
Company  rules  or  policies.  Any  determination  in  which  connection  by the
Committee  shall be final,  binding and  conclusive on the parties hereto and on
any third parties, including any individual or entity.

     (k)  Independent  Legal and Tax Advice.  The  Grantee has been  advised and
Grantee hereby  acknowledges that he/she has been advised to obtain  independent
legal and tax advice  regarding this Agreement,  grant of the Restricted  Shares
and the disposition of such shares, including,  without limitation, the election
available under Section 83(b) of the Internal Revenue Code.

<PAGE>


     7.  Counterparts.  This  Agreement  may be executed  in  multiple  original
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute but one and the same instrument.

     8. Grantee's Acknowledgments. The Grantee acknowledges receipt of a copy of
the Plan and  represents  that he/she is familiar with the terms and  provisions
thereof,  and  hereby  accepts  this  Agreement  subject  to all the  terms  and
provisions of the Plan and this  Agreement.  The Grantee hereby agrees to accept
as  binding,  conclusive,  and final all  decisions  or  interpretations  of the
Committee or the Board,  as  appropriate,  upon any questions  arising under the
Plan or this Agreement.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>


     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
on the date first above written.

                                    COMPANY:


                                    By:
                                       -----------------------------------------
                                       Lawrance W. McAfee
                                    Title: Chief Financial Officer
                                    Address: 1300 West Sam Houston Parkway South
                                             Suite 300
                                             Houston, Texas 77042
                                    Telecopy No.: 713-297-6339

                                    Attention: Chief Financial Officer



                                    GRANTEE:


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                                    Signature

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                                    Printed Name
                                    Address:
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