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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
U.S. Physical Therapy, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
90337L108
(CUSIP Number)
12/31/98
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
X Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. 90337L108 Page 2 of 5
Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
J. Livingston Kosberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
452,080 Shares
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0 Shares
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 452,080 Shares
PERSON
WITH: 8 SHARED DISPOSITIVE POWER
0 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
452,080 Shares
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
X
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.48%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13G
CUSIP No. 90337L108 Page 3 of 5
Pages
Amendment number 1 to Schedule 13G, as previously filed by the undersigned,
is amended to read as follows:
Item 1(a): Name of Issuer:
U.S. Physical Therapy, Inc.
(b) Address of Issuer's Principal Executive Offices:
3040 Post Oak Blvd., Suite 222
Houston, Texas 77056
Item 2(a): Name of Persons Filing:
J. Livingston Kosberg
(b) Address of Principal Business Office or, if none, Residence:
3040 Post Oak Blvd., Suite 222
Houston, Texas 77056
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number:
90337L108
Item 3: Capacity in Which Person is Filing if Statement is Filed
Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):
N/A
SCHEDULE 13G
CUSIP No. 90377L108 Page 4 of 5
Pages
Item 4: Ownership:
(a) Amount Beneficially Owned:
452,0800 Shares*
(b) Percent of class:
12.48%
(c) Number of shares to which such person has:
(i) Sole power to vote or to direct the vote:
452,080 Shares
(ii) Shared power to vote or to direct the vote:
0 Shares
(iii) Sole power to dispose or to direct the disposition
of:
452,080 Shares
(iv) Shared power to dispose or to direct the disposition
of:
0 Shares
Item 5: Ownership of Five Percent or Less of Class
Not Applicable
Item 6: Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
_________________________
* Such amount includes 442,080 shares held by the Livingston Kosberg Trust
and 10,000 shares held individually in the reporting person's name. The
reporting person is the trustee and the income beneficiary of the Livingston
Kosberg Trust. The reported share amount excludes 1,170 shares held by the
reporting person's wife and 48,000 shares held by the reporting person's
three children and their spouses. The reporting person disclaims
beneficial ownership of such shares.
SCHEDULE 13G
CUSIP No. 90337L108 Page 5 of 5
Pages
Item 7: Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not Applicable
Item 8: Identification and Classification of Members of the Group
Not Applicable
Item 9: Notice of Dissolution of Group
Not Applicable
Item 10: Certification
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: May 18, 1999
By: /s/ J. Livingston Kosberg
J. Livingston Kosberg
