As filed with the Securities and Exchange Commission on September 8, 1995
Registration No. 33-_____________

===============================================================================November 26, 1997
REGISTRATION NO. 333-39825
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
-------------------AMENDMENT NO. 1
TO
FORM S-3
Registration Statement Under The Securities Act ofREGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

------------------------------------------
HEALTHSOUTH CorporationCORPORATION

(Exact Name of Registrant as Specified in its Charter)
-------------------

Delaware-----------------------

DELAWARE 8062 63-0860407
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
Incorporation or Organization) Classification Code Number) Number)
Two Perimeter Park South, Birmingham, Alabama

-----------------------
ONE HEALTHSOUTH PARKWAY, BIRMINGHAM, ALABAMA 35243
(205) 967-7116
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)

RICHARD M. SCRUSHY
Chairman of the Board and
Chief Executive OfficerCHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
HEALTHSOUTH Corporation

Two Perimeter Park South
Birmingham, AlabamaCORPORATION
ONE HEALTHSOUTH PARKWAY
BIRMINGHAM, ALABAMA 35243
(205) 967-7116
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)

Copies to:

-------------------

J. BROOKE JOHNSTON, JR., ESQ WILLIAM W. HORTON, ESQ. NATHANIEL M. CARTMELL III, ESQ.
BEALL D. GARY, JR., ESQ. Group Vice President--Legal Services KAREN A. DEMPSEY, ESQ.
Haskell Slaughter Young & Johnston,COPIES TO:
DONALD T. LOCKE, ESQ. WILLIAM W. HORTON, ESQ.
F. HAMPTON MCFADDEN, JR., ESQ. Senior Vice President and Corporate Counsel
Haskell Slaughter & Young, L.L.C. HEALTHSOUTH Corporation J. KEITH BIANCAMANO, ESQ.
Professional Association Two Perimeter Park South Pillsbury Madison & Sutro
1200 AmSouth/Harbert Plaza One HealthSouth Parkway
1901 Sixth Avenue North Birmingham, Alabama 35243 Post Office Box 7880
1901 Sixth Avenue North San Francisco, California 94120
Birmingham, Alabama 35203

-------------------

Approximate date of commencement of proposed sale(205) 967-7116
(205) 251-1000

-----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
public:
As soon as practicabletime after the effective date of this Registration Statement.Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, check the following box.[]

If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ][X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------

=================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Security to be Amount to be Offering Price Aggregate Offering Registration
Registered............................. registered (1) Per Share (2) Price (2) Fee
-----------------------------------------------------------------------------------------------------------------

Common Stock, par value $.01 per share 12,650,000 shares $22.875 $289,368,750 $99,783
=================================================================================================================

(1) Includes 1,650,000 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.

(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
September 7, 1995.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further Amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

===============================================================================================================================================================

SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 1995

P R O S P E C T U S

11,000,000 SharesNOVEMBER 26, 1997

PROSPECTUS
OF
HEALTHSOUTH Corporation
Common Stock
------------CORPORATION

THIS PROSPECTUS RELATES TO 984,189 SHARES (THE "SHARES") OF THE COMMON
STOCK, PAR VALUE $.01 PER SHARE (THE "HEALTHSOUTH COMMON STOCK"), OF HEALTHSOUTH
CORPORATION (TOGETHER WITH ITS SUBSIDIARIES, "HEALTHSOUTH" OR THE "COMPANY")
BEING OFFERED BY THE SELLING STOCKHOLDERS ("THE SELLING STOCKHOLDERS"). SEE
"SELLING STOCKHOLDERS".

--------------
All proceeds from any sales of the sharesShares by the Selling Stockholders will
inure to the benefit of Common Stock (the "Common Stock")the Selling Stockholders. The Company will receive none
of the proceeds from the sale of Shares which may be offered herebyhereby. All
expenses of registration incurred in connection herewith, including fees and
expenses, are being borne by the Company, and all selling and other expenses
incurred by the Selling Stockholders will be borne by the Selling Stockholder.

The Selling Stockholders have not advised the Company of any specific plans
for the distribution of the Shares covered by this Prospectus, but it is
anticipated that the Shares will be sold by HEALTHSOUTH Corporation (the "Company").from time to time primarily in
transactions (which may include block transactions) on The Common Stock is
listed on the New York Stock
Exchange, underInc. ("NYSE") at the symbol HRC. On September 6,
1995,market price then prevailing, although sales may
also be made in negotiated transactions or otherwise. The Selling Stockholders
and the lastbrokers and dealers through whom sale price for the Common Stock, as reported on the New York
Stock Exchange, was $23.125 per share.

See "Risk Factors" for a discussion of certain factors that should be
considered by prospective purchasers of the sharesShares may be made may be
deemed to be "underwriters" within the meaning of Common Stock offered hereby.

THESEthe Securities Act of 1933, as
amended, and their commissions or discounts and other compensation may be
regarded as underwriters' compensation. See "Plan of Distribution".

SEE "RISK FACTORS" ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS TO BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES.

--------------
THE SECURITIES TO BE ISSUED HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSIONSEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

==============================================================================
Underwriting
Price--------------

THE DATE OF THIS PROSPECTUS IS NOVEMBER , 1997.

Information contained herein is subject to Discountscompletion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and ProceedsExchange Commission. These securities may not be sold nor may
offers to Public Commissions (1) Company (2)
------------------------------------------------------------------------------
Per Share .. $ $ $
------------------------------------------------------------------------------
Total (3) .. $ $ $
==============================================================================

(1) The Companybuy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

AVAILABLE INFORMATION

HEALTHSOUTH has agreed to indemnify the Underwriters against certain
liabilities, including liabilitiesfiled a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended. See "Underwriting"amended (the "Securities Act"), with the SEC covering
the Shares (including exhibits and amendments thereto, the "Registration
Statement"). (2) Before deducting expensesAs permitted by the rules and regulations of the offering payable bySEC, this
Prospectus omits certain information contained in the Company, estimated
at $500,000.

(3) The Company has grantedRegistration Statement.
For further information pertaining to the Underwriters a 30-day optionsecurities offered hereby, reference
is made to purchase up to
1,650,000 additional shares of Common Stock solely to cover over-allotments,
if any. See "Underwriting". If such option is exercised in full, the total
Price to Public, Underwriting Discounts and Commissions and Proceeds to
Company will be $____, $____ and $____ , respectively.

----------

The shares of Common Stock are offered by the several Underwriters named
herein, subject to prior sale, when, as and if accepted by them and subject to
certain conditions. It is expected that certificates for the shares of Common
Stock will be available for delivery on or about ________, 1995, at the office
of Smith Barney Inc., 388 Greenwich Street, New York, New York 10013.

----------

Smith Barney Inc.
Merrill Lynch & Co.
Morgan Stanley & Co.
Incorporated

___________ , 1995

Registration Statement.

HEALTHSOUTH Corporation

[MAP LOGO APPEARS HERE]
(MAP REPRESENTS LOCATIONS OF HEALTHSOUTH FACILITIES
THROUGHOUT THE UNITED STATES)

AVAILABLE INFORMATION

The Company is subject to the informationalinformation requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the SecuritiesSEC relating to its business, financial statements and Exchange Commission (the
"Commission").other matters. The
Registration Statement, as well as such reports, proxy statements and other
information, may be inspected at the Public Referencepublic reference facilities maintained by
the SEC at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.,
20549 and should be available for inspection and copying at the Regional Officesregional offices
of the SEC located at 7Seven World Trade Center, 13th Floor,Suite 1300, New York, New York
56010048, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California 90036-3648;
and
Suite 1400, Citicorp Center, 500 West Madison Street, Room 1400, Chicago, Illinois.Illinois
60661-2511. Copies of such material can be obtained at prescribed rates by
writing to the SEC, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company'sSEC also maintains a web site that contains reports,
proxy and information statements and other information regarding HEALTHSOUTH and
the Registration Statement. The address at that web site is http://www.sec.gov.
The HEALTHSOUTH Common Stock is listed and traded on the New York Stock Exchange, (Symbol: HRC). Suchand the
Registration Statement, reports, proxy statements and certain other information
can alsofiled by HEALTHSOUTH should be inspectedavailable for inspection at the officelibrary of suchthe
New York Stock Exchange, Inc., 20 Broad Street, 7th Floor, New York, New York.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SHARES OF
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

PROSPECTUS SUMMARY

The following summary is qualifiedYork
10005.

FORWARD-LOOKING STATEMENTS

Statements relating to HEALTHSOUTH contained in this Prospectus that are
not historical facts are forward-looking statements. In addition, HEALTHSOUTH,
through its entirety by the more detailedsenior management, from time to time makes forward-looking public
statements concerning its expected future operations and performance and other
developments. Such forward-looking statements are necessarily estimates
reflecting HEALTHSOUTH's best judgment based upon current information and
financialinvolve a number of risks and uncertainties, and there can be no assurance that
other factors will not affect the accuracy of such forward-looking statements.
While it is impossible to identify all such factors, factors which could cause
actual results to differ materially from those estimated by HEALTHSOUTH include,
but are not limited to, changes in the regulation of the healthcare industry at
either or both of the federal and state levels, changes in reimbursement for
HEALTHSOUTH's services by government or private payors, competitive pressures in
the healthcare industry and HEALTHSOUTH's response thereto, HEALTHSOUTH's
ability to obtain and retain favorable arrangements with third-party payors,
unanticipated delays in HEALTHSOUTH's implementation of its Integrated Service
Model, general conditions in the economy and capital markets, and other factors
which may be identified from time to time in HEALTHSOUTH's SEC filings and other
public announcements.

Certain of the matters discussed in this Prospectus relating to Horizon/CMS
Healthcare Corporation ("Horizon/CMS") are forward-looking statements, including notes thereto, appearing
elsewhereand such
statements involve risks and uncertainties. Although Horizon/CMS believes that
its expectations are based upon reasonable assumptions, it can give no assurance
that the anticipated results will occur. Important factors that could cause
actual results to differ materially from those in the forward-looking statements
include conditions in the capital markets, the regulatory environment in which
Horizon/CMS operates and the enactment by Congress of healthcare reform
measures.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. COPIES OF SUCH REPORTS, PROXY STATEMENTS AND OTHER
INFORMATION FILED BY HEALTHSOUTH, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED HEREIN BY REFERENCE, ARE AVAILABLE
WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, FROM THE SECRETARY OF HEALTHSOUTH
CORPORATION, ONE HEALTHSOUTH PARKWAY, BIRMINGHAM, ALABAMA 35243, TELEPHONE (205)
967-7116.

There are hereby incorporated by reference in this Prospectus, and
specifically made a part hereof, the following documents heretofore filed by
HEALTHSOUTH (Commission File No. 1-10315) with the SEC, pursuant to the Exchange
Act:

1. HEALTHSOUTH's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended.

2. HEALTHSOUTH's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1997, June 30, 1997 and September 30, 1997, as amended.

3. HEALTHSOUTH's Current Report on Form 8-K filed February 19, 1997
(relating to the acquisition of Horizon/CMS).

4. HEALTHSOUTH's Current Report on Form 8-K filed March 13, 1997
(reporting the consummation of the acquisition of Health Images, Inc.).

5. HEALTHSOUTH's Current Report on Form 8-K filed August 26, 1997, as
amended (containing audited consolidated financial statements of HEALTHSOUTH
at December 31, 1996 and for the three years then ended reflecting the
combined operations of HEALTHSOUTH and Health Images, Inc.).

6. HEALTHSOUTH's Current Report on Form 8-K filed November 13, 1997
(containing information relating to the Company's acquisition of
Horizon/CMS).

7. The description of HEALTHSOUTH's capital stock contained in
the documentsHEALTHSOUTH's Registration Statement on Form 8-A filed August 26, 1989.

There are also hereby incorporated by reference herein. Unless otherwise indicated,into this Prospectus and
made a part hereof the following documents filed by Horizon/CMS, a Delaware
corporation (Commission File No. 1-9369):

1. Horizon/CMS's Annual Report on Form 10-K for the fiscal year ended May
31, 1997, as amended.

2. Horizon/CMS's Quarterly Report for the quarterly period ended August
31, 1997, as amended.

All documents filed by HEALTHSOUTH pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of any offering hereunder shall be deemed to be incorporated by
reference into this Prospectus and to be made a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for the purpose
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof, except as so modified or
superseded.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE
SECURITIES TO WHICH THIS PROSPECTUS RELATES SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION
CONCERNING HEALTHSOUTH CONTAINED IN THIS PROSPECTUS SINCE THE DATE OF SUCH
INFORMATION.

The principal executive offices of HEALTHSOUTH are located at One
HealthSouth Parkway, Birmingham, Alabama 35243 and its telephone number is (205)
967-7116.

RISK FACTORS

In addition to the other information in this Prospectus, assumes
no exercisethe following
should be considered carefully by potential purchasers of the Underwriters' optionShares.

REIMBURSEMENT BY THIRD PARTY PAYORS

Substantially all of HEALTHSOUTH's revenues are derived from private and
governmental third party payors (in 1996, approximately 37.8% from Medicare and
approximately 62.2% from commercial insurers, managed care plans, workers'
compensation payors and other private pay revenue sources). There are increasing
pressures from many payor sources to control healthcare costs and to limit
increases in reimbursement rates for medical services. There can be no
assurances that payments under governmental and third party payor programs will
remain at levels comparable to present levels. In attempts to limit the federal
budget deficit, there have been, and HEALTHSOUTH expects that there will
continue to be, a number of proposals to limit Medicare reimbursements for
certain services. HEALTHSOUTH cannot now predict whether any of these pending
proposals will be adopted or, if adopted and implemented, what effect such
proposals would have on HEALTHSOUTH.

REGULATION

The operation of HEALTHSOUTH's facilities and the provision of healthcare
services are subject to federal, state and local licensure and certification
laws. These facilities and services are subject to periodic inspection by
governmental and other authorities to assure compliance with the various
standards established for continued licensure under state law, certification
under the Medicare and Medicaid programs and participation in the Veteran's
Administration program. Additionally, in many states, Certificates of Need or
other similar approvals are required for expansion of HEALTHSOUTH's operations.
HEALTHSOUTH could be adversely affected by the failure or inability to obtain
such approvals, by changes in the standards applicable to approvals and by
possible delays and expenses associated with obtaining approvals. The failure by
HEALTHSOUTH to obtain, retain or renew any required regulatory approvals,
licenses or certificates could prevent HEALTHSOUTH from being reimbursed for, or
from, offering its services, or could adversely affect its results of
operations.

A wide array of Medicare/Medicaid fraud and abuse provisions apply to the
operations of HEALTHSOUTH. HEALTHSOUTH is subject to extensive federal and state
regulation with respect to financial relationships among healthcare providers,
physician self-referral arrangements and other fraud and abuse issues. Penalties
for violation of federal and state laws and regulations include exclusion from
participation in the Medicare/Medicaid programs, asset forfeiture, civil
penalties and criminal penalties. The Office of Inspector General of the
Department of Health and Human Services (the "OIG"), the DOJ and other federal
agencies interpret healthcare fraud and abuse provisions liberally and enforce
them aggressively.

HEALTHCARE REFORM

In recent years, an increasing number of legislative proposals have been
introduced or proposed in Congress and in some state legislatures that would
effect major changes in the healthcare system, either nationally or at the state
level. Among the proposals which are, or recently have been, under consideration
are cost controls on hospitals, insurance market reforms to increase the
availability of group health insurance to small businesses, requirements that
all businesses offer health insurance coverage to their employees and the
creation of a single government health insurance plan that would cover all
citizens. The costs of certain proposals would be funded in significant part by
reductions in payments by governmental programs, including Medicare and
Medicaid, to healthcare providers. There continue to be federal and state
proposals that would, and actions that do, impose more limitations on government
and private payments to healthcare providers such as HEALTHSOUTH and proposals
to increase copayments and deductibles from program and private patients. At the
federal level, both Congress and the current Administration have continued to
propose healthcare budgets that substantially reduce payments under the Medicare
and Medicaid programs. In addition, many states are considering the enact-

ment of initiatives designed to reduce their Medicaid expenditures, to provide
universal coverage or additional levels of care and/or to impose additional
taxes on healthcare providers to help finance or expand the states' Medicaid
systems. There can be no assurance as to the ultimate content, timing or effect
of any healthcare reform legislation, nor is it possible at this time to
estimate the impact of potential legislation, which may be material, on
HEALTHSOUTH.

DEMAND FOR PERSONNEL

The success and growth strategy of HEALTHSOUTH are dependent in part on its
ability to attract and retain competent individuals with training and experience
in marketing, therapy, nursing and other clinical or operating disciplines. Such
persons are in high demand and often are subject to competing offers. In past
years, the healthcare industry has experienced nursing and therapy personnel
shortages. There can be no assurance that HEALTHSOUTH will be able to attract
and retain the qualified clinical or operating personnel necessary for existing
business and planned growth. A future lack of such personnel could adversely
affect the results of operations of HEALTHSOUTH.

DEPENDENCE ON KEY PERSONNEL

The future success of HEALTHSOUTH's business will depend in part on its
ability to attract and retain highly qualified individuals to fill key
management positions. HEALTHSOUTH competes for such individuals with similar
healthcare companies, and there can be no assurance that it will be successful
in hiring or retaining qualified personnel. The loss of key personnel or the
inability to hire or retain qualified management personnel could adversely
affect HEALTHSOUTH's results of operations.

COMPETITION

HEALTHSOUTH operates in a highly competitive industry. HEALTHSOUTH
generally operates its facilities in communities that also are served by similar
facilities operated by others. Although HEALTHSOUTH is the largest provider of
outpatient surgery and rehabilitation healthcare services on a nationwide basis,
in any particular market it may encounter competition from local or national
entities with longer operating histories or other superior competitive
advantages. There can be no assurance that such competition, or other
competition which HEALTHSOUTH may encounter in the future, will not adversely
affect HEALTHSOUTH's results of operations.

FAIR PRICE PROVISION

HEALTHSOUTH's Restated Certificate of Incorporation (the "HEALTHSOUTH
Certificate") contains certain provisions requiring supermajority stockholder
approval to effect specified extraordinary corporate transactions unless certain
conditions are met. The HEALTHSOUTH Certificate requires the affirmative vote of
66 2/3% of all shares of HEALTHSOUTH entitled to vote in an election of
Directors to approve a "business combination" with any "other entity" that is
the beneficial owner, directly or indirectly, of more than 20% of the
outstanding shares of HEALTHSOUTH entitled to vote in an election of Directors.
The effect of the foregoing provisions is to make it more difficult for a
person, entity or group to effect a change in control of HEALTHSOUTH through the
acquisition of a large block of HEALTHSOUTH's voting stock, or to effect a
merger or other acquisition that is not approved by a majority of HEALTHSOUTH's
Directors serving in office prior to the acquisition by the other entity of 5%
or more of HEALTHSOUTH's stock.

CERTAIN HORIZON/CMS LITIGATION

On October 29, 1997 HEALTHSOUTH acquired Horizon/CMS through the merger of
a wholly owned subsidiary of HEALTHSOUTH with and into Horizon/CMS. Horizon/CMS
is currently a party, or is subject, to certain material litigation matters and
disputes, which are described below. Horizon/ CMS is also, from time to time, a
party to various litigation matters and disputes arising in the ordinary course
of its business.

Tenet Healthcare Corporation and Related Litigation

Horizon/CMS filed a lawsuit on March 7, 1996 against Tenet Healthcare
Corporation ("Tenet") in the United States District Court for the District of
Nevada. The lawsuit arose out of an agreement entered into between Horizon/CMS
and Tenet in connection with Horizon/CMS's attempted acquisition of The
Hillhaven Corporation ("Hillhaven") in January 1995. In the lawsuit, Horizon/CMS
alleges that Tenet failed to honor its commitment to pay Horizon/CMS
approximately $14.5 million pursuant to the agreement. Tenet has contended that
the amount owing to Horizon/CMS under the agreement is approximately $5.1
million. During the nine months ended February 28, 1996, Horizon/CMS recognized
as a receivable approximately $13.0 million of the approximately $14.5 million
Horizon/CMS contends it is owed under the agreement. On May 13, 1997,
Horizon/CMS sought leave of the court to amend its complaint against Tenet to
assert, among other things, that Tenet tortiously interfered with Horizon/ CMS's
contractual relationship with its investment bankers, Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ"). In this connection, Horizon/CMS seeks
actual damages against Tenet in the approximate amount of $14.5 million plus
pre-judgment interest and punitive damages.

On May 13, 1997, Horizon/CMS filed a lawsuit against DLJ in the United
States District Court for the Central District of California. This lawsuit
arises out of the events and circumstances involved in the lawsuit against
Tenet. Specifically, this lawsuit alleges that DLJ, which served as investment
banker to Horizon/CMS in connection with Horizon/CMS's attempted acquisition of
Hillhaven, breached its fiduciary duty to Horizon/CMS, engaged in professional
negligence and tortiously interfered with Horizon/ CMS's contract with Tenet by
advising Tenet not to pay the $14.5 million Horizon/CMS contends is owing under
the agreement. In this connection, Horizon/CMS seeks actual damages against DLJ
in the approximate amount of $14.5 million and punitive damages. On June 27,
1997, pursuant to an agreement reached with DLJ and its counsel, Horizon/CMS
filed a new lawsuit against DLJ in the United States District Court for the
District of Nevada. This lawsuit is identical in all respects to the lawsuit
filed in the United States District Court for the Central District of
California. Pursuant to the agreement with DLJ and its counsel, DLJ has agreed
that it will not contest either jurisdiction or venue in Nevada. In addition, on
June 27, 1997, Horizon/CMS moved to consolidate the two Nevada matters, which
motion was granted. Horizon/CMS agreed to dismiss the litigation pending in
California upon consolidation of the two Nevada matters. Horizon/CMS seeks an
aggregate of $14.5 million in actual damages plus prejudgment interest and
punitive damages against Tenet, DLJ or both. Horizon/CMS, Tenet and DLJ are
actively pursuing a negotiated settlement of this litigation and, in that
connection, have entered into an agreement whereby Horizon/CMS will dismiss the
consolidated case without prejudice subject to Tenet's and DLJ's agreement that
they will not raise defenses based on the statute of limitations or jurisdiction
if Horizon/CMS refiles the case within a specified period of time. No assurance
can be given that the case can be settled, nor as to the ultimate outcome of the
case if it is refiled.

OIG/DOJ Investigation Involving Certain Medicare Part B and Related
Co-Insurance Billings

Horizon/CMS announced on March 15, 1996 that certain Medicare Part B and
related co-insurance billings previously submitted by Horizon/CMS were being
investigated by the OIG and the DOJ. On December 31, 1996, Horizon/CMS announced
that it had reached a settlement with the DOJ and OIG that concluded their
investigation of these billings. Horizon/CMS also announced that it had received
a letter from the United States Attorney's office conducting such investigation
indicating that the United States declined any criminal prosecution of
Horizon/CMS or any of its employees with respect to these billings. Under the
settlement, Horizon/CMS paid approximately $5.8 million to the United States as
a complete and final resolution of such matters. In addition, pursuant to the
terms of the settlement, Horizon/CMS is implementing a corporate-wide Medicare
Part B compliance program that includes the appointment of a subcommittee to
Horizon/CMS's Corporate Compliance Committee reporting directly to the
Chairman's office and to Horizon/CMS's Board of Directors, ongoing orientation
and training sessions for current and new employees, training evaluation and
annual audits to assess accuracy, validity and reliability of billings.

SEC and NYSE Investigations

The Division of Enforcement of the SEC is conducting a private
investigation with respect to trading in the securities of Horizon/CMS and
Continental Medical Systems, Inc. ("CMS"). In connection with that
investigation, Horizon/CMS has produced certain documents and Neal M. Elliott,
Chairman of the Board, President and Chief Executive Officer of Horizon/CMS, and
certain other present and former officers of Horizon/CMS have given testimony to
the SEC. Horizon/CMS has also been informed that certain of its division office
employees and an individual, affiliates of whom have limited business
relationships with Horizon/CMS, have responded to subpoenas from the SEC. Mr.
Elliott has also produced certain documents in response to a subpoena from the
SEC. In addition, Horizon/CMS and Mr. Elliott have responded or are responding
to separate subpoenas from the SEC pertaining to trading in Horizon/
CMS's common stock and Horizon/CMS's March 1, 1996 press release announcing a
revision in Horizon/CMS's third quarter earnings estimate; Horizon/CMS's March
7, 1996 press release announcing the filing of a lawsuit against Tenet; the
March 12, 1996 press release announcing that the merger with Pacific
Rehabilitation & Sports Medicine, Inc. could not be effected by April 1, 1996;
Horizon/CMS's March 15, 1996 press release announcing the existence of a federal
investigation into certain of Horizon/ CMS's Medicare Part B billings;
Horizon/CMS's February 19, 1997 announcement that HEALTHSOUTH would acquire
Horizon/CMS; and any discussions of proposed business combinations between
Horizon/ CMS and Medical Innovations and Horizon/CMS and certain other
companies. The investigation is ongoing, and neither Horizon/CMS nor Mr. Elliott
possesses all the facts with respect to the matters under investigation.
Although neither Horizon/CMS nor Mr. Elliott has been advised by the SEC that
the SEC has concluded that any of Horizon/CMS, Mr. Elliott or any other current
or former officer or director of Horizon/CMS has been involved in any violation
of the federal securities laws, there can be no assurance as to the outcome of
the investigation or the time of its conclusion. Both Horizon/CMS and Mr.
Elliott intend to continue cooperating fully with the SEC in connection with the
investigation.

In March 1995, the NYSE informed Horizon/CMS that it had initiated a review
of trading in Hillhaven common stock prior to the announcement of Horizon/CMS's
proposed acquisition of Hillhaven. In April 1995, the NYSE extended the review
of trading to include all dealings with CMS. On April 3, 1996, the NYSE notified
Horizon/CMS that it had initiated a review of trading in its common stock
preceding Horizon/CMS's March 1, 1996 press release described above. On February
20, 1997, the NYSE notified Horizon/CMS that it was reviewing trading in
Horizon/CMS's securities prior to the February 18, 1997 announcement that
HEALTHSOUTH would acquire Horizon/CMS. Horizon/CMS is cooperating with the NYSE
in its reviews and, to Horizon/CMS's knowledge, the reviews are ongoing.

Michigan Attorney General Investigation Into Long-Term Care Facility In
Michigan

Horizon/CMS learned in September 1996 that the Attorney General of the
State of Michigan is investigating one of its skilled nursing facilities. The
facility, in Howell, Michigan, has been owned and operated by Horizon/CMS since
February 1994. As widely reported in the press, the Attorney General seized a
number of patient, financial and accounting records that were located at this
facility. By order of a circuit judge in the county in which the facility is
located, the Attorney General was ordered to return patient records to the
facility for copying. The investigation appears to involve allegations arising
out of a licensing survey conducted in April 1996. Horizon/CMS has advised the
Michigan Attorney General that it is willing to cooperate in this investigation.
Due to the preliminary nature of this investigation, Horizon/CMS cannot now
predict when the investigation will be completed; the ultimate outcome of the
investigation; or the effect thereof on Horizon/CMS's financial condition or
results of operations. If adversely determined, this investigation could result
in the imposition of civil and criminal fines or sanctions against Horizon/CMS,
which could have a material adverse impact on Horizon/CMS's financial condition
and its results of operations.

Stockholder Litigation

On March 28, 1996, Horizon/CMS was served with a lawsuit filed on March 21,
1996 in New Mexico state district court in Albuquerque, New Mexico, by a former
stockholder of CMS, Ronald Gottesman v. Horizon/CMS Healthcare Corporation, No.
CV-96-02894, Second Judicial District Court, County of

Bernalillo, State of New Mexico. This lawsuit, which among other things seeks
class certification, alleges violations of federal and New Mexico state
securities laws arising from what the plaintiff contends are materially
misleading statements by Horizon/CMS in its June 6, 1995 joint proxy
statement/prospectus (the "CMS Prospectus"). The plaintiff alleges that
Horizon/CMS failed to disclose in the CMS Prospectus those problems in
Horizon/CMS's Medicare Part B billings Horizon/CMS described in its related
March 15, 1996 announcement. In this action, the plaintiff seeks damages in an
unspecified amount, plus costs and attorneys' fees. On August 22, 1997,
Horizon/CMS and the plaintiff entered into a stipulation whereby the plaintiff
agreed to dismiss the litigation upon final approval of the proposed settlement
described below.

Since April 5, 1996, Horizon/CMS has been served with several complaints by
current or former stockholders of Horizon/CMS on behalf of all persons who
purchased Horizon/CMS Common Stock between June 6, 1995 and March 15, 1996. Each
of these lawsuits was filed in the United States District Court for the District
of New Mexico, in Albuquerque, New Mexico. In July 1996, the Court entered its
order consolidating these lawsuits into a single action styled In re Horizon/CMS
Healthcare Corporation Securities Litigation, Case No. CIV 96-0442-BB. On
September 30, 1996, the consolidated putative class plaintiffs filed their
consolidated complaint. In this complaint, the plaintiffs allege violations of
federal and New Mexico state securities laws. Among such violations, the
plaintiffs alleged that Horizon/CMS, certain of its current and former directors
and certain former directors of CMS, disseminated materially misleading
statements or omitted disclosing material facts about Horizon/CMS and its
operations. In December 1996, Horizon/CMS and the individual defendants filed
their motions to dismiss this consolidated lawsuit.

On February 20, 1997, Horizon/CMS announced that it had reached an
agreement in principle to settle the claims against it and certain of its
current and former directors in the consolidated class action lawsuit. Under the
proposed settlement, Horizon/CMS agreed to pay a minimum amount of $17.0 million
to resolve all claims against Horizon/CMS and its current and former directors,
excluding those claims arising against the former directors of CMS for conduct
occurring prior to the merger between CMS and Horizon. Under the settlement, the
maximum amount payable by Horizon/CMS is $20.0 million to completely and finally
resolve all claims in the litigation, including any amounts related to claims
against former directors of CMS. In agreeing to settle the litigation, none of
the defendants concede, or admit to, any of the plaintiffs' claims or
allegations. The settlement is subject to court approval.

On April 7, 1997, Horizon/CMS paid the $17.0 million, in trust, to the
plaintiffs' lead counsel. Also in April, Horizon/CMS paid $2.25 million to CMS's
directors' and officers' liability insurance carrier in exchange for the
carrier's assumption of the remaining risk contingency. On June 16, 1997, the
Court preliminarily approved the proposed settlement and set a final hearing to
approve the proposed settlement in September 1997. The parties are currently
proceeding to consummate the settlement in accordance with the rules governing
these proceedings.

On August 19, 1997, the plaintiffs and the individual defendants announced
to the Court that they had reached a settlement of the claims excluded by
Horizon/CMS's prior settlement. This proposed settlement calls for the claims to
settle by a payment of $4 million. This entire amount will be paid by CMS's
directors' and officers' liability insurance carrier. The effect of this
settlement is to discharge Horizon/CMS of its $3 million guarantee described
above. Accordingly, subject to negotiation and execution of definitive
agreements between Horizon/CMS and its carrier reflecting such settlement,
Horizon/CMS's $17 million payment will represent Horizon/CMS's total liability
to the plaintiffs in this matter.

On September 12, 1997 the Court, after hearing, entered an order approving
the settlement. While an appeal from such order may be perfected during the 30
day period following the entry of the order, Horizon/CMS does not believe, since
no plaintiff objected thereto, that any appeal will be perfected. Because no
appeal was taken in this case, the judgment became final at the end of such 30
day period.

Stockholder Derivative Actions

Commencing in April and continuing into May 1996, Horizon/CMS was served
with nine complaints alleging a class action derivative action brought by
stockholders of Horizon/CMS for and on behalf of Horizon/CMS in the Court of
Chancery of New Castle County, Delaware, against Neal M. Elliott, Klemett L.
Belt, Jr., Rocco A. Ortenzio, Robert A. Ortenzio, Russell L. Carson, Bryan C.
Cressey, Charles H. Gonzales, Michael A. Jeffries, Gerard M. Martin, Frank M.
McCord, Raymond M. Noveck, Barry M. Portnoy and LeRoy S. Zimmerman. The nine
lawsuits have been consolidated into one action styled In re Horizon/CMS
Healthcare Corporation Shareholders Litigation. The plaintiffs allege, among
other things, that Horizon/CMS's current and former directors breached their
fiduciary duties to Horizon/CMS and the stockholders as a result of (i) the
purported failure to supervise adequately and the purported knowing
mismanagement of the operations of Horizon/CMS, and the (ii) purported misuse of
inside information in connection with the sale of Horizon/CMS's Common Stock by
certain of the current and former directors in January and February 1996. To
that end, the plaintiffs seek an accounting from the directors for profits to
themselves and damages suffered by Horizon/CMS as a result of the transaction
complained of in the complaint and attorneys' fees and costs. On June 21, 1996,
the individual defendants filed a motion with the Chancery Court seeking to
dismiss this matter because, among other things, the plaintiffs failed to make a
demand on the board of directors prior to commencing this litigation.
Horizon/CMS cannot now predict the outcome or the effect of this litigation or
the length of time it will take to resolve this litigation.

In April 1996, Horizon/CMS was served with a complaint in a stockholder's
derivative lawsuit styled Lind v. Rocco A. Ortenzio, Neal M. Elliott, Klemett L.
Belt, Jr., Robert A. Ortenzio, Russell L. Carson, Bryan C. Cressey, Charles H.
Gonzales, Michael A. Jeffries, Gerard M. Martin, Frank M. McCord, Raymond N.
Noveck, Barry M. Portnoy, LeRoy S. Zimmerman and Horizon/CMS Healthcare
Corporation, No. CIV 96-0538-BB, pending in the United States District Court for
the District of New Mexico. The plaintiff alleges, among other things, that
Horizon/CMS's current and former directors breached their fiduciary duties to
Horizon/CMS and the stockholders as a result of (i) the purported failure to
supervise adequately and the purported knowing mismanagement of the operations
of Horizon/CMS, and the (ii) purported misuse of inside information in
connection with the sale of Horizon/CMS's Common Stock by certain of the current
and former directors in January and February 1996. To that end, the plaintiff
seeks an accounting from the directors for profits to themselves and damages
suffered by Horizon/CMS as a result of the transaction complained of in the
complaint and attorneys' fees and costs. Horizon/CMS filed a motion seeking a
stay of this case pending the outcome of the motion to dismiss in the Delaware
derivative lawsuits or, in the alternative, to dismiss this case for those same
reasons. Horizon/CMS cannot now predict the outcome or the effect of this
litigation or the length of time it will take to resolve this litigation.

Lawsuit by Former Shareholders of Communi-Care, Inc. and Pro Rehab, Inc.

On May 28, 1997, CMS was served with a lawsuit styled Kenneth Hubbard and
Lynn Hubbard v. Rocco Ortenzio, Robert A. Ortenzio and Continental Medical
Systems, Inc., No. 3:97 CV294MCK, filed in the United States District Court for
the Western District of North Carolina, Charlotte Division by the former
shareholders of Communi-Care, Inc. and Pro Rehab, Inc. seeking damages arising
out of certain "earnout" provisions of the definitive purchase agreements under
which CMS purchased the outstanding stock of Communi-Care, Inc. and Pro Rehab,
Inc. from such shareholders. The plaintiffs allege that the manner in which CMS
and the other defendants operated the companies after their acquisition breached
its fiduciary duties to the plaintiffs, constituted fraud, gross negligence and
bad faith and a breach of their employment agreements with the companies. As a
result of such alleged conduct, the plaintiffs assert that they are entitled to
damages in an amount in excess of $27.0 million from CMS and the other
defendants. Horizon/CMS believes, based upon the advice of Eaves, Bardacke &
Baugh, P.A., counsel to Horizon/CMS in this matter, the assertions of these
plaintiffs to be without factual or legal merit and, as a result, intends to
vigorously contest such claims. Because this litigation has just been commenced,
Horizon/CMS cannot now predict the outcome of such litigation, the length of
time it will take to resolve such litigation or the effect of any such
resolution on Horizon/CMS's financial condition or results of operations.

RehabOne Litigation

In March 1997, Horizon/CMS was served with a lawsuit filed in the United
States District Court for the Middle District of Pennsylvania, styled RehabOne,
Inc. v. Horizon/CMS Healthcare Corporation, Continental Medical Systems, Inc.,
David Nation and Robert Ortenzio, No. CV-97-0292. In this lawsuit the plaintiff
alleges violations of federal and state securities laws, fraud, and negligent
misrepresentation by Horizon/CMS and certain former officers of CMS in
connection with the issuance of a warrant to purchase up to 1,650,000 additional500,000 shares of
Horizon/CMS Common Stock (the "Warrant"). The Warrant was issued to cover over-allotments, if any. Allthe
plaintiff by Horizon/CMS in connection with the settlement of certain prior
litigation between the plaintiff and CMS. The plaintiff's complaint does not
state the amount of damages sought. Horizon/CMS disputes the factual and legal
assertions of the plaintiff in this litigation and intends to vigorously contest
the plaintiff's claims. Because this litigation has just commenced, Horizon/CMS
cannot predict the length of time it will take to resolve the litigation, the
outcome of the litigation or the effect of any such outcome on Horizon/CMS's
financial informationcondition or results of operations.

EEOC Litigation

In March 1997, the Equal Employment Opportunity Commission (the "EEOC")
filed a complaint against Horizon/CMS alleging that Horizon/CMS has engaged in
unlawful employment practices in respect of Horizon/CMS's employment policies
related to pregnancies. Specifically, the EEOC asserts that Horizon/CMS's
alleged refusal to provide pregnant employees with light-duty assignments to
accommodate their temporary disabilities caused by pregnancy violates Sections
701(k) and 703(a) of Title VII, 42 U.S.C. (section)(section) 2000e-(k) and
2000e-2(a). In this lawsuit, the EEOC seeks, among other things, to permanently
enjoin Horizon/CMS's employment practices in this regard. Horizon/CMS disputes
the factual and legal assertions of the EEOC in this litigation and intends to
vigorously contest the EEOC's claims. Because this litigation has just
commenced, Horizon/CMS cannot predict the length of time it will take to resolve
the litigation, the outcome of the litigation or the effect of any such outcome
on Horizon/CMS's financial condition or results of operations.

North Louisiana Rehabilitation Hospital Medicare Billing Investigation

In August 1996, the United States Attorney for the Western District of
Louisiana, without actually initiating litigation, apprised Horizon/CMS of
alleged civil liability under the federal False Claims Act for what the
government believes were false or fraudulent Medicare and other federal program
claims submitted by Horizon/CMS's North Louisiana Rehabilitation Hospital
("NLRH") during the period from 1989 through 1992, including certain claims
submitted by a physician who was a member of the medical staff and under
contract to NLRH during the period. Specifically, the government alleges that
NLRH facilitated the submission of false claims under Part B of the Medicare
program by the physician and that NLRH itself submitted false claims under Part
A of the Medicare program for services that were not medically necessary. In
August 1996, the U.S. Attorney identified allegedly improper Part A and Part B
billings, together with penalty provisions under the False Claims Act, ranging
in the aggregate from approximately $1.7 million to $2.2 million. The government
does not dispute that the Medicare Part A services were rendered, only whether
they were medically necessary. Horizon/CMS has vigorously contested the
allegation that any cases of disputed medical necessity in this matter
constitute false or fraudulent claims under the civil False Claims Act.
Moreover, Horizon/CMS denies that NLRH facilitated the submission of false
claims under Medicare Part B.

In late April 1997, Horizon/CMS received administrative subpoenas relating
to the matter and has since then produced extensive materials with respect
thereto. Without conceding liability for either the Medicare Part A or Part B
claims, in May 1997, Horizon commenced preliminary settlement discussions with
the government. In preparation for settlement meetings held in late June and
mid-July 1997, Horizon/CMS and the government developed and then refined their
respective analyses of any losses the government may have incurred in this
regard. Following the July 1997 meeting, the government proposed to Horizon/CMS
that the matter be settled by Horizon/CMS paying the government $4.9 million
with respect to alleged Medicare Part A overpayments and that Horizon/CMS and
certain individual physicians pay the government $820,000 with respect to Medi-

care Part B claims for physician services. In late July, Horizon/CMS responded
by offering to settle the matter for $3.7 million for alleged Medicare Part A
overpayments and $445,000 for alleged Medicare Part B claims for which
Horizon/CMS potentially could bear any responsibility. Horizon/ CMS anticipates
that settlement discussions will continue and, at this time, is optimistic that
the matter can be resolved without litigation. The government recently advised
Horizon/CMS that it has accepted the latter's settlement offer in this regard,
and the parties are currently in the process of negotiating and implementing
definitive settlement documentation.

Heritage Western Hills Litigation

Since July 1996, Horizon/CMS has been adjusteda defendant in a lawsuit styled Lexa
A. Auld, Administratrix of Martha Hary, Deceased v. Horizon/CMS Healthcare
Corporation and Charles T. Maxvill, D.O., No. 48-165121, 48th Judicial District
Court, Tarrant County, Texas. The case involved injuries allegedly suffered by a
resident of the Heritage Western Hills nursing facility in Fort Worth, Texas.
Horizon/CMS tendered the claim to reflectits insurance carrier, which accepted coverage
with a three-for-two stock split effectedreservation of rights and provided a defense through the carrier's
selected counsel in Dallas, Texas. The case went to trial on October 29, 1997,
and on November 7, 1997, the jury rendered a verdict in favor of the plaintiff
in the formamount of $2.37 million in compensatory damages and $90 million in
punitive damages. Counsel has advised Horizon/CMS that, under applicable Texas
law, the punitive damages award is, at worst, limited to four times the amount
of the compensatory damages (the "Punitive Damages Cap"), and thus that the
maximum amount of an enforceable judgment in favor of the plaintiff is
approximately $12 million. Counsel has also advised Horizon/CMS that there are,
potentially, other and further caps on both the amount of compensatory damages
available to the plaintiff and the amount of punitive damages. Horizon/CMS has
filed the required motions with the court to impose the Punitive Damages Cap.
Horizon/CMS is also vigorously disputing the efficacy of the jury's verdict and,
subject to unfavorable resolutions of a 50% stock dividend paid on December 31, 1991 andvariety of post-trial motions, intends
to appeal.

Horizon/CMS's insurance carrier continues to defend the matter subject to a
two-for-one
stock split effectedreservation of rights. Horizon/CMS's internal counsel, after reviewing the
findings contained in the formjury verdict, the insurance policy at issue and the
carrier's handling of the case, believes that the entirety of any judgment
ultimately entered is covered by and payable from such insurance policy, less
Horizon/CMS's self-insured retention of $250,000. On November 19, 1997, the
insurance carrier sent Horizon/CMS a 100% stock dividend paidletter indicating its belief that certain
policy exclusions might apply and requesting additional information which might
affect its coverage determination. Horizon/CMS has retained separate counsel to
analyze the coverage issues and advise Horizon/CMS on April 17,
1995.

The Company

HEALTHSOUTH Corporation ("HEALTHSOUTH"its position, and
Horizon/CMS expects to continue to negotiate any coverage issues with its
carrier. Except as described above with respect to the Punitive Damages Cap, it
is not possible at this time to predict the outcome of any post-trial motions or
appeals, the resolution of any coverage issues or the "Company"ultimate amount of any
liability which will be borne by Horizon/CMS.

RECENT DEVELOPMENTS

Effective October 29, 1997, HEALTHSOUTH, through its wholly-owned
subsidiary, Reid Acquisition Corporation, a Delaware corporation (the
"Subsidiary"), completed the acquisition of Horizon/ CMS through a merger of the
Subsidiary into Horizon/CMS. As contemplated by the terms of the Plan and
Agreement of Merger by and among the parties, Horizon/CMS is the surviving
corporation in the merger, and is wholly owned by HEALTHSOUTH. Horizon/CMS
stockholders received 0.84338 shares of HEALTHSOUTH Common Stock, for each share
of the Common Stock, par value $.001 per share, of Horizon/CMS held by them.
Based on the price of HEALTHSOUTH Common Stock on the last business day
preceding the effective date of the merger, the exchange ratio represents a
value of $21.51 per share to Horizon/CMS's stockholders. The transaction was
accounted for as a purchase and had an approximate value of $1.65 billion,
including the assumption of debt.

On November 3, 1997, HEALTHSOUTH announced that it has signed a definitive
agreement to sell all of the Horizon/CMS's long-term care assets to Integrated
Health Services, Inc. ("Integrated"). HEALTHSOUTH will retain 31 inpatient
rehabilitation facilities and approximately 275 outpatient rehabilitation
locations. HEALTHSOUTH will sell 139 long-term care facilities, 12 specialty
hospitals,

35 institutional pharmacy locations, and over 1,000 rehabilitation therapy
contracts with long-term care facilities. Under the agreement, HEALTHSOUTH will
receive $1.15 billion in cash and Integrated will assume approximately $100
million of HEALTHSOUTH debt. This transaction is expected to close near the end
of 1997.

THE COMPANY

HEALTHSOUTH is the nation's largest provider of outpatient and
rehabilitative healthcare services. The Company provides these services through
its national network of outpatient and inpatient rehabilitation facilities,
outpatient surgery centers, diagnostic centers, occupational medicine centers,
medical centers and other healthcare facilities. The Company believes that it
provides patients, physicians and payors with high-quality healthcare services
at significantly lower costs than traditional inpatient hospitals. Additionally,
HEALTHSOUTH'sthe Company's national network, reputation for quality and focus on outcomes has
enabled the
Companyit to secure contracts with national and regional managed care payors.
HEALTHSOUTH has over 500 patient careAt November 1, 1997, the Company operated approximately 1,200 outpatient
rehabilitation locations, in 38 states, the District of
Columbia131 inpatient rehabilitation locations, 175 outpatient
surgery centers, 85 diagnostic centers, and Ontario, Canada.85 occupational medicine locations.

In its outpatient and inpatient rehabilitation facilities, HEALTHSOUTHthe Company
provides interdisciplinary programs for the rehabilitation of patients
experiencing disability due to a wide variety of physical conditions, such as
stroke, head injury, orthopaedic problems, neuromuscular disease and
sports-related injuries. The Company's rehabilitation services include physical
therapy, sports medicine, work hardening, neurorehabilitation, occupational
therapy, respiratory therapy, speech-languagespeech language pathology and rehabilitation
nursing. Independent studies have shown that rehabilitation services like those
provided by the Company can save money for payors and employers.

HEALTHSOUTHIn addition to its rehabilitation facilities, the Company operates the
third largest networknetworks of free-standing outpatient surgery centers in the United
States. The Company's outpatient surgery centers provide the facilities and
medical support staff necessary for physicians to perform non-emergency surgical
procedures. While outpatient surgery is widely recognized as generally less
expensive than surgery performed in a hospital, the Company believes that
outpatient surgery performed at a free-standing outpatient surgery center is
generally less expensive than hospital-based outpatient surgery. Approximately
95%80% of the Company's surgery center facilities are located in markets served by
its rehabilitative service facilities, enabling the Company to pursue
opportunities for cross-referrals.

Over the last twothree years, the Company has completed several significant
acquisitions in the rehabilitation business and has expanded into the surgery
center, business. See "Management's Discussiondiagnostic and Analysis of Financial
Condition and Results of Operations". The Company believes that these
acquisitions complement its historical operations and enhance its market
position. The Company believes that its expansion into the outpatient surgery
business provides the Company with a platform for future growth. In addition,
since the facilities acquired had very limited contractual relationships with
payors, managed care providers, employers and others, the Company plans to
expand its existing payor relationships to include these facilities.

HEALTHSOUTH's principal objective is to be the provider of choice for
patients, physicians and payors for outpatient and rehabilitative healthcare
services. HEALTHSOUTH's strategy is based upon four primary elements: (i) the
implementation of the Company's integrated service model in appropriate markets;
(ii) successful marketing of the Company's services to managed care
organizations and other payors; (iii) the provision of cost-effective healthcare
services; and (iv) the expansion of the Company's national network.

The Offering

Common Stock Offered........... 11,000,000 shares

Common Stock to be Outstanding
after the Offering.......... 91,516,441 shares (1)

Use of Proceeds............... The Company intends to repay indebtedness
outstanding under its existing bank credit
facility.

NYSE Symbol................... HRC

Summary Consolidated Financial Information
(In thousands, except for per share and operating data)

Six Months Ended
Year Ended December 31, June 30,
---------------------------------------------------------- --------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- ---------- -------- --------

Income Statement Data:
Revenues .................... $207,390 $277,655 $501,046 $656,329 $1,236,190 $584,183 $716,949
Net income................... 14,425 25,671 34,929 17,197 49,961 29,226 17,777
Net income per common and
common equivalent
share--assuming full
dilution (2) ................ $ 0.32 $ 0.43 $ 0.47 $ 0.22 $ 0.59 $ 0.35 $ 0.20
Other Data:
EBITDA (3)................... $ 46,953 $ 66,147 $100,495 $ 99,290 $ 242,632 $115,263 $132,531
Data before non-recurring
expenses: (4)

EBITDA....................... 46,953 66,147 104,160 147,965 264,152 118,660 172,917
Income ...................... 14,425 25,671 37,308 45,935 62,720 31,281 42,817
Income per common
share--assuming full
dilution(2).................. $ 0.32 $ 0.43 $ 0.50 $ 0.59 $ 0.73 $ 0.37 $ 0.48
Operating Data at Period
End: (5) ....................
Outpatient rehabilitation
locations.................... 126 171 238 199 318
Inpatient facilities......... 26 43 71 66 82
Surgery centers.............. 20 28 36 32 43

June 30, 1995
---------------------
Actual As Adjusted(6)
--------- ----------

Balance Sheet Data:
Cash and marketable securities $ 75,915 $ 75,915
Working capital ............... 285,146 285,146
Total assets .................. 2,063,049 2,063,049
Long-term debt (7) ............ 1,357,299 1,112,323
Stockholders' equity .......... 518,132 763,108

(1) Outstanding shares do not include (a) a total of 14,589,830 shares of Common
Stock reserved for issuance pursuant to the exercise of options outstanding
under the Company's stock option plans, (b) 6,112,956 shares reserved for
issuance upon conversion of the Company's 5% Convertible Subordinated
Debentures due 2001, and (c) 1,777,778 shares to be issued in connection
with the pending acquisition of Sutter Surgery Centers, Inc.

(2) Fully diluted earnings per share in 1990 and 1991 reflect shares reserved
for issuance upon exercise of dilutive stock options and shares reserved for
issuance upon conversion of HEALTHSOUTH's 7 3/4 % Convertible Subordinated
Debentures due 2014, all of which were converted into Common Stock prior to
June 3, 1991. Fully diluted earnings per share in 1994 reflect shares
reserved for issuance upon conversion of HEALTHSOUTH's 5% Convertible
Subordinated Debentures due 2001.

(3) EBITDA represents earnings before interest expense, income taxes, minority
interests, depreciation and amortization.

(4) Non-recurring expenses include merger expenses, losses on impairment of
assets, loss on abandonment of computer project, acquisition-related
expenses, terminated merger expense and the gain on sale of partnership
interest. See Notes 2, 10, 14 and 16 of "Notes to Consolidated Financial
Statements" for the years ended December 31, 1992, 1993 and 1994, Notes 4
and 8 of "Notes to Consolidated Financial Statements" for the six month
periods ended June 30, 1994 and 1995, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations".

(5) Comparable data is not available for periods prior to 1992 as a result of
the Company's recent pooling-of-interests acquisitions.

(6) Adjusted to reflect the sale of 11,000,000 shares by the Company and the
application of the estimated net proceeds therefrom. See "Use of Proceeds".

(7) Includes current portion of long-term debt.

THE COMPANY

The Company was organized in 1984 as a Delaware corporation. Its principal
executive offices are located at Two Perimeter Park South, Birmingham, Alabama
35243. Its telephone number at that address is (205) 967-7116. As used in this
Prospectus, except as otherwise specified or when the context otherwise
requires, references to "HEALTHSOUTH" and the "Company" include HEALTHSOUTH
Corporation and its consolidated subsidiaries and affiliates.

RECENT DEVELOPMENTS

On August 23, 1995, the Company signed a definitive agreement to acquire
Sutter Surgery Centers, Inc. ("SSCI"). Under the agreement, SSCI stockholders
will receive an aggregate of 1,777,778 shares of HEALTHSOUTH Common Stock,
subject to adjustment in certain circumstances, which equated to a transaction
value of approximately $38,000,000 at the time the agreement was signed. The
transaction is subject to certain regulatory and governmental approvals,
including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. The transaction, which is expected to be accounted for as a
pooling of interests, is expected to close during the fourth quarter of 1995.
SSCI is a privately-held operator of 12 ambulatory surgery centers located in
California, Arizona and Utah.

RISK FACTORS

In addition to the other information in this Prospectus, the following should
be considered carefully before making an investment in the Common Stock offered
hereby.

Regulation. As a result of the continued escalation of healthcare costs and
the inability of many individuals to obtain health insurance, numerous proposals
have been or may be introduced in the United States Congress and state
legislatures relating to healthcare reform. There can be no assurance as to the
ultimate content, timing or effect of any healthcare reform legislation, nor is
it possible at this time to estimate the impact of potential legislation, which
may be material, on the Company. The Company is also subject to various other
types of regulation at the federal and state levels, including, but not limited
to, licensure and certification laws, Certificate of Need laws and laws relating
to financial relationships among providers of healthcare services, Medicare
fraud and abuse and physician self-referral. See "Business -- Regulation".

USE OF PROCEEDS

The net proceeds from the sale of shares of Common Stock offered hereby are
estimated to be $244,976,000 ($281,797,400 if the Underwriters' over-allotment
option is exercised in full) at an assumed public offering price of $23.125 per
share and after deducting the estimated underwriting discounts and commissions
and offering expenses payable by the Company.

The Company intends to use all of such net proceeds to reduce the
indebtedness outstanding under the Company's $1,000,000,000 revolving bank
credit facility. As a result of the application of net proceeds as set forth
above, the Company's LIBOR-based interest rate will decrease by at least 25
basis points. See Note 7 of "Notes to Consolidated Financial Statements" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operation-- Liquidity and Capital Resources" for a description of the interest
rate and other terms of the Company's $1,000,000,000 revolving bank credit
facility. Until utilized for the above purpose, the net proceeds of this
Offering will be invested in short-term investment grade interest-bearing
securities.

CAPITALIZATION

The following table sets forth the capitalization of the Company at June 30,
1995, and as adjusted to give effect to the sale by the Company of the
11,000,000 shares of Common Stock offered hereby at an assumed price of $23.125
per share, and the application of the estimated net proceeds therefrom (after
deducting the estimated underwriting discount and expenses of the offering). See
"Use of Proceeds".

June 30, 1995
-----------------------
Actual As Adjusted
---------- ----------
(In thousands)

Current portion of long-term debt (1) .............................. $ 16,750 $ 16,750
========== ==========
Long-term debt (net of current portion) (1):
Notes payable ...................................................... $ 895,000 $ 650,024
Other .............................................................. 80,549 80,549
9.5% Senior Subordinated Notes due 2001 ............................ 250,000 250,000
5.0% Convertible Subordinated Debentures due 2001 .................. 115,000 115,000
---------- ----------
Total long-term debt ............................................... 1,340,549 1,095,573
Stockholders' equity:
Preferred stock, $.10 par value, 1,500,000 shares authorized;
issued and outstanding--none........................................ -- --
Common stock, $.01 par value, 150,000,000 shares authorized;
issued-- 80,128,000 shares, 91,128,000 shares issued as adjusted (2) 801 911
Additional paid-in capital ......................................... 381,743 626,609
Retained earnings .................................................. 151,797 151,797
Treasury stock ..................................................... (323) (323)
Receivable from Employee Stock Ownership Plan ...................... (15,886) (15,886)
---------- ----------
Total stockholders' equity ......................................... 518,132 763,108
---------- ----------
Total capitalization ............................................... $1,858,681 $1,858,681
========== ==========

(1) See Note 7 of "Notes to Consolidated Financial Statements".

(2) Outstanding shares do not include (a) a total of 14,589,830 shares of Common
Stock reserved for issuance pursuant to the exercise of options outstanding
under the Company's stock option plans, (b) 6,112,956 shares reserved for
issuance upon conversion of the Company's 5% Convertible Subordinated
Debentures due 2001, and (c) 1,777,778 shares to be issued in connection
with the acquisition of SSCI. See Note 8 of "Notes to
Consolidated Financial Statements".

SELECTED CONSOLIDATED FINANCIAL DATA

The consolidated income statement data set forth below for the years ended
December 31, 1990, 1991, 1992, 1993 and 1994 and the consolidated balance sheet
data at December 31, 1990, 1991, 1992, 1993 and 1994 are derived from
consolidated financial statements audited by the Company's independent auditors.
The data for the six months ended June 30, 1994 and 1995 and at June 30, 1995
are derived from the unaudited consolidated financial statements of the Company.
In the opinion of the Company, the consolidated income statement data for the
six months ended June 30, 1994 and 1995, and the consolidated balance sheet data
at June 30, 1995, reflect all adjustments (which consist of only normal
recurring adjustments) necessary for a fair presentation of results of interim
periods. Operating results for the six months ended June 30, 1995, are not
necessarily indicative of results for the full fiscal year or for any future
interim period. The consolidated income statement data set forth below for the
years ended December 31, 1992, 1993 and 1994 and the consolidated balance sheet
data at December 31, 1992, 1993 and 1994 are qualified by reference to the
audited consolidated financial statements included elsewhere herein. The
consolidated income statement data set forth below for the six months ended June
30, 1994 and 1995 and the consolidated balance sheet data at June 30, 1995 are
qualified by reference to the unaudited consolidated financial statements
included elsewhere herein. The financial information for all periods set forth
below has been restated to reflect the acquisition of ReLife, Inc. ("ReLife") in
December 1994 and the acquisition of Surgical Health Corporation ("SHC") in June
1995, each of which has been accounted for as a pooling of interests.

Income Data Statement:
Revenues .................................. $207,390 $277,655 $501,046 $656,329 $1,236,190 $ 584,183 $716,949
Operating expenses:
Operating units ........................... 151,970 200,350 372,169 471,778 906,712 437,643 513,038
Corporate general and administrative ..... 7,025 10,901 16,878 24,329 45,895 19,191 19,645
Provision for doubtful accounts............ 5,608 6,092 13,254 16,181 23,739 10,287 14,119
Depreciation and amortization ............. 11,388 15,115 29,834 46,224 86,678 36,962 55,663
Interest expense........................... 12,058 10,507 12,623 18,495 65,286 26,980 44,292
Interest income............................ (4,166) (5,835) (5,415) (3,924) (4,308) (1,598) (2,770)
Merger expense (1) ........................ -- -- -- 333 6,520 3,397 29,194
Loss on impairment of assets (2) .......... -- -- -- -- 10,500 -- 11,192
Loss on abandonment of computer project (2) -- -- -- -- 4,500 -- --
NME Selected Hospitals Acquisition related
expense (2) ............................... -- -- -- 49,742 -- -- --
Terminated merger expense (2) ............. -- -- 3,665 -- -- -- --
Gain on sale of partnership interest ..... -- -- -- (1,400) -- -- --
-------- -------- -------- -------- ---------- ----------- --------
183,883 237,130 443,008 621,758 1,145,522 532,862 684,373
-------- -------- -------- -------- ---------- ----------- --------
Income before income taxes and minority
interests.................................. 23,507 40,525 58,038 34,571 90,668 51,321 32,576
Provision for income taxes ................ 8,153 13,582 18,864 11,930 34,305 19,104 10,895
-------- -------- -------- -------- ---------- ----------- --------
Income before minority interests........... 15,354 26,943 39,174 22,641 56,363 32,217 21,681
Minority interests......................... 929 1,272 4,245 5,444 6,402 2,991 3,904
-------- -------- -------- -------- ---------- ----------- --------
Net income ................................ $ 14,425 $ 25,671 $ 34,929 $ 17,197 $ 49,961 $ 29,226 $ 17,777
======== ======== ======== ======== ========== =========== ========
Weighted average common and common
equivalent shares outstanding.............. 41,337 57,390 74,214 77,709 84,687 83,974 87,246
======== ======== ======== ======== ========== =========== ========
Net income per common and common
equivalent share (3) ...................... $ 0.35 $ 0.45 $ 0.47 $ 0.22 $ 0.59 $ 0.35 $ 0.20
======== ======== ======== ======== ========== =========== ========
Net income per common share--assuming full
dilution (3)(4) ........................... $ 0.32 $ 0.43 $ 0.47 $ 0.22 $ 0.59 $ 0.35 $ 0.20
======== ======== ======== ======== ========== =========== ========

December 31, June 30,
------------------------------------------------------
1990 1991 1992 1993 1994 1995
--------- -------- -------- ---------- ---------- ----------

Balance Sheet Data:
Cash and marketable
securities ................... $ 74,774 $126,508 $111,524 $ 89,999 $ 85,363 $ 75,915
Working capital............... 114,761 184,729 204,065 211,063 231,327 285,146
Total assets.................. 321,383 503,797 795,367 1,444,418 1,736,336 2,063,049
Long-term debt (5)............ 157,585 171,275 338,000 888,181 1,034,394 1,357,299
Stockholders' equity.......... 132,009 299,097 386,244 418,298 489,920 518,132

(1) Expenses related to SHC's Ballas merger in 1993, the ReLife and Heritage
Acquisitions in 1994 and the SHC Acquisition and NovaCare Rehabilitation
Hospitals Acquisition in 1995.

(2) See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Notes to Consolidated Financial Statements".

(3) Adjusted to reflect a three-for-two stock split effected in the form of a
50% stock dividend paid on December 31, 1991 and a two-for-one stock split
effected in the form of a 100% stock dividend paid on April 17, 1995.

(4) Fully-diluted earnings per share in 1990 and 1991 reflect shares reserved
for issuance upon exercise of dilutive stock options and shares reserved for
issuance upon conversion of HEALTHSOUTH's 7-3/4 % Convertible Subordinated
Debentures due 2014, all of which were converted into Common Stock prior to
June 3, 1991. Fully diluted earnings per share in 1994 reflect shares
reserved for issuance upon conversion of HEALTHSOUTH's 5% Convertible
Subordinated Debentures due 2001.

(5) Includes current portion of long-term debt.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

General

The following discussion is intended to facilitate the understanding and
assessment of significant changes and trends related to the results of
operations and financial condition of the Company, including certain factors
related to recent acquisitions by the Company, the timing and nature of which
have significantly affected the Company's results of operations. This discussion
and analysis should be read in conjunction with the Company's consolidated
financial statements and notes thereto included elsewhere in this Prospectus.

The Company completed the following acquisitions over the last two years:

o On December 31, 1993, HEALTHSOUTH acquired substantially all of the assets
of the rehabilitation services division of National Medical Enterprises,
Inc. (the "NME Selected Hospitals Acquisition"). The purchase price was
approximately $315,000,000, plus net working capital. The Company acquired
28 inpatient rehabilitation facilities, with an aggregate of 2,296 licensed
beds, and 45 outpatient rehabilitation centers.

o On December 29, 1994, HEALTHSOUTH acquired ReLife, Inc. (the "ReLife
Acquisition"). A total of 11,025,290 shares of HEALTHSOUTH Common Stock
were issued in the transaction, representing a value of $180,000,000 at the
time of the acquisition. At that time, ReLife operated 31 inpatient
facilities with an aggregate of 1,102 licensed beds, including nine
free-standing rehabilitation hospitals, nine acute rehabilitation units,
five sub-acute rehabilitation units, seven transitional living units and
one residential facility, and also provided outpatient rehabilitation
services at 12 centers.

o On May 19, 1995, HEALTHSOUTH purchased the operations of the rehabilitation
hospital division of NovaCare, Inc. (the "NovaCare Rehabilitation Hospitals
Acquisition"). The purchase price was approximately $235,000,000. The
NovaCare Rehabilitation Hospitals consisted of 11 rehabilitation hospitals
in seven states, 12 other facilities and two Certificates of Need.

o On June 13, 1995, HEALTHSOUTH acquired Surgical Health Corporation (the
"SHC Acquisition"). A total of 8,531,480 shares of HEALTHSOUTH Common Stock
were issued in the transaction, representing a value of $155,000,000 at the
time of the acquisition. The Company also purchased SHC's $75,000,000
aggregate principal amount of 11.5% Senior Subordinated Notes due 2004 for
an aggregate consideration of approximately $86,000,000. At that time, SHC
operated a network of 36 free-standing surgery centers in 11 states, and
five mobile lithotripsy units.

The NME Selected Hospitals Acquisition and the NovaCare Rehabilitation
Hospitals Acquisition each were accounted for under the purchase method of
accounting and, accordingly, such operations are included in the Company's
consolidated financial information from their respective dates of acquisition.
The ReLife Acquisition and the SHC Acquisition were each accounted for as a
pooling of interests and, unless otherwise indicated, all amounts shown in the
following discussion have been restated to reflect such acquisitions. The
results of operations of SHC in turn reflect SHC's acquisition of Heritage
Surgical Corporation (the "Heritage Acquisition"), which also was accounted for
as a pooling of interests.

The Company determines the amortization period of the cost in excess of net
asset value of purchased facilities based on an evaluation of the facts and
circumstances of each individual purchase transaction. The evaluation includes
an analysis of historic and projected financial performance, an evaluation of
the estimated useful life of the buildings and fixed assets acquired, the
indefinite useful life of certificates of need and licenses acquired, the
competition within local markets, lease terms where applicable, and the legal
terms of partnerships where applicable. The Company utilizes independent
appraisers and relies on its own management expertise in evaluating each of the
factors noted above. With respect to the carrying value of the excess of cost
over net asset value of purchased facilities and other intangible assets, the
Company determines on a quarterly basis whether an impairment event has occurred
by considering factors such as the market value of the asset, a significant
adverse change in

legal factors or in the business climate, adverse action by regulators, history
of operating losses or cash flow losses, or a projection of continuing losses
associated with an operating entity. The carrying value of excess cost over net
asset value of purchased facilities and other intangible assets will be
evaluated if the facts and circumstances suggest that it has been impaired. If
this evaluation indicates that the value of the asset will not be recoverable,
as determined based on the undiscounted cash flows of the entity acquired over
the remaining amortization period, the Company's carrying value of the asset
will be reduced by the estimated shortfall of cash flows.

Governmental, commercial and private payors have increasingly recognized the
need to contain their costs for healthcare services. These payors, accordingly,
are turning to closer monitoring of services, prior authorization requirements,
utilization review and increased utilization of outpatient services. During the
periods discussed below, the Company has experienced an increased effort by
these payors to contain costs through negotiated discount pricing. The Company
views these efforts as an opportunity to demonstrate the effectiveness of its
clinical programs and its ability to provide its rehabilitative healthcare
services efficiently. The Company has entered into a number of contracts with
payors to provide services and has realized an increased volume of patients as a
result.

The Company's revenues include net patient service revenues and other
operating revenues. Net patient service revenues are reported at estimated net
realizable amounts from patients, insurance companies, third-party payors
(primarily Medicare and Medicaid) and others for services rendered. Revenues
from third-party payors also include estimated retroactive adjustments under
reimbursement agreements which are subject to final review and settlement by
appropriate authorities. Management determines allowances for doubtful accounts
and contractual adjustments based on historical experience and the terms of
payor contracts. Net accounts receivable include only those amounts estimated by
management to be collectible. The Company, in many cases, operates more than one
site in a market. In such markets, there is customarily an outpatient center or
inpatient facility with associated satellite outpatient locations. For purposes
of the following discussion and analysis, same store operations are measured on
locations within markets in which similar operations existed at the end of the
period and include the operations of additional locations opened within the same
market. New store operations are measured on locations within new markets.

Results of Operations of the Company

Six-Month Periods Ended June 30, 1995 and 1994

The Company operated 318 outpatient rehabilitation locations (excluding
outpatient satellites of inpatient facilities) at June 30, 1995, compared to 199
outpatient rehabilitation locations at June 30, 1994. In addition, the Company
operated 77 inpatient rehabilitation facilities, five medical centers and 43
surgery centers at June 30, 1995, compared with 61 inpatient facilities, five
medical centers and 32 surgery centers at June 30, 1994.

The Company's operations generated revenues of $716,949,000 for the six
months ended June 30, 1995, an increase of $132,766,000, or 22.7%, as compared
to the same period in 1994. The increase in revenues is primarily attributable
to increases in patient volume and the completion of the NovaCare Rehabilitation
Hospitals Acquisition, which was effective April 1, 1995, and the addition of
new outpatient centers. Same store revenues for the the period ended June 30,
1995 were $639,443,000, an increase of $55,260,000, or 9.5%, as compared to the
same period in 1994. New store revenues were $77,506,000. Revenues generated
from patients under Medicare and Medicaid plans respectively accounted for 41.1%
and 2.3% of revenue for the first six months of 1995, compared to 41.3% and 3.4%
for the same period in 1994. Revenues from any other single third-party payor
were not significant in relation to the Company's revenues. During the first
six months of 1995, same store outpatient visits, inpatient days and surgical
cases increased 24.1%, 6.4% and 14.1%, respectively. Revenue per outpatient
visit for the same store operations decreased by 1.5%, while revenue per
inpatient day and revenue per surgical case for the same store operations
increased by 0.3% and 0.7%, respectively.

Operating expenses, at the operating unit level, were $513,038,000, or 71.6%
of revenues, for the six months ended June 30, 1995, as compared to
$437,643,000, or 74.9% of revenues, for the first six months of 1994. Same store
operating expenses were $456,608,000, or 71.4% of comparable revenue. New store

operating expenses were $56,430,000, or 72.8% of comparable revenue. Corporate
general and administrative expenses increased from $19,191,000 during the first
six months of 1994 to $19,645,000 during the first six months of 1995. As a
percentage of revenues, corporate general and administrative expenses decreased
from 3.3% in the 1994 period to 2.7% in the 1995 period. The provision for
doubtful accounts was $14,119,000, or 2.0% of revenues, for the first six months
of 1995, compared to $10,287,000, or 1.8% of revenues, for the same period in
1994. Management believes that this provision is adequate to cover any
uncollectible revenues.

Depreciation and amortization expense was $55,663,000 for the six-month
period ended June 30, 1995, compared to $36,962,000 for the same period in 1994.
The increase represents the investment in additional assets by the Company.
Interest expense was $44,292,000 for the six-month period ended June 30, 1995,
compared to $26,980,000 for the six-month period ended June 30, 1994. The
increase in interest expense corresponds to the increase in long-term debt by
the Company. For the first six months of 1995, interest income was $2,770,000,
compared to $1,598,000 for the first six months of 1994.

As a result of the NovaCare Rehabilitation Hospitals Aquisition and the SHC
Acquisition, the Company recognized $29,194,000 in merger costs during the
second quarter of 1995. Fees related to legal, accounting and financial advisory
services accounted for $3,400,000 of the expense. Costs and expenses related to
the SHC Bond Tender Offer (see "Liquidity and Capital Resources") totaled
$14,606,000. Accruals for employee separations were approximately $1,188,000. In
addition, the Company has provided approximately $10,000,000 for the write-down
of certain assets to net realizable value as the result of a planned facility
consolidation. The consolidation is applicable in a market where the Company's
existing services overlap with those of an acquired facility.

During the second quarter of 1995, the Company recognized an $11,192,000 loss
on impairment of assets. The impaired assets relate to six SHC facilities in
which the projected undiscounted cash flows did not support the book value of
the long-lived assets of such facilities.

Income before minority interests and income taxes and non-recurring expenses
for the first six months of 1995 was $72,962,000, compared to $54,718,000 for
the same period in 1994. Income before minority interests and income taxes for
the first six months of 1995 was $32,576,000. Minority interests decreased
income before income taxes by $3,904,000 for the six month period ended June 30,
1995, compared to decreasing income before income taxes by $2,991,000 for the
same period of 1994. The provision for income taxes (excluding non-recurring
expenses) for the first six months of 1995 was $26,242,000, compared to
$20,446,000 for the same period in 1994, resulting in effective tax rates of
38.0% and 39.5%, respectively. The provision for income taxes (including
non-recurring expenses) for the first six months of 1995 was $10,895,000,
resulting in an effective tax rate of 38.0%. Income (excluding non-recurring
expenses and related income tax benefits) for the first six months of 1995 was
$42,817,000, compared to $31,281,000 for the same period in 1994. Net income for
the six months ended June 30, 1995 (including non-recurring expenses) was
$17,777,000, compared to $29,226,000 for the same period in 1994.

Twelve-Month Periods Ended December 31, 1994 and 1993

The Company operated 238 outpatient rehabilitation locations (excluding
outpatient satellites of inpatient facilities) at December 31, 1994, compared to
171 outpatient rehabilitation locations at December 31, 1993. In addition, the
Company operated 66 inpatient facilities, 36 surgery centers and five medical
centers at December 31, 1994, compared to 39 inpatient facilities, 28 surgery
centers and four medical centers at December 31, 1993.

The Company's operations generated revenues of $1,236,190,000 in 1994, an
increase of $579,861,000, or 88.3%, as compared to 1993 revenues. Same store
revenues for the twelve months ended December 31, 1994 were $746,709,000, an
increase of $90,380,000, or 13.8%, as compared to the same period in 1993. New
store revenues for 1994 were $489,481,000. New store revenues primarily reflect
the 28 inpatient rehabilitation facilities and 45 associated outpatient
rehabilitation locations associated with the NME Selected Hospitals Acquisition.
The increase in revenues is primarily attributable to the addition of these
operations and increases in patient volume. Revenues generated from patients
under Medicare

and Medicaid plans respectively accounted for 41.0% and 3.2% of total revenues
for 1994, compared to 30.6% and 1.0% of total revenues for 1993. Revenues from
any other single third-party payor were not significant in relation to the
Company's total revenues. The increase in Medicare revenues is primarily
attributable to the NME Selected Hospitals Acquisition, since the acquired
facilities had a greater proportion of Medicare patients than the Company's
historical experience in its existing facilities. During 1994, same store
outpatient visits, inpatient days and surgery center cases increased 21.8%,
23.0% and 5.0%, respectively. Revenue per outpatient visit and revenue per
inpatient day for the same store operations decreased by 7.8% and 8.4%,
respectively, while revenue per surgery case increased by 0.9%. These decreases
were offset by increased volume from managed care and national accounts and by
control of expenses.

Operating expenses, at the operating unit level, were $906,712,000, or 73.3%
of revenues, for 1994, compared to 71.9% of revenues for 1993. This change was
due to the decrease in revenue per visit and revenue per inpatient day described
above. Same store operating expenses for 1994 were $563,915,000, or 75.5% of
related revenues. New store operating expenses were $342,797,000, or 70.0% of
related revenues. Corporate general and administrative expenses increased from
$24,329,000 in 1993 to $45,895,000 in 1994. As a percentage of revenues,
corporate general and administrative expenses remained at 3.7% in 1993 and 1994.
Total operating expenses were $952,607,000, or 77.1% of revenues, for 1994,
compared to $496,107,000, or 75.6% of revenues, for 1993. The provision for
doubtful accounts was $23,739,000, or 1.9% of revenues, for 1994, compared to
$16,181,000, or 2.5% of revenues, for 1993.

Depreciation and amortization expense was $86,678,000 for 1994, compared to
$46,224,000 for 1993. The increase represents the investment in additional
assets by the Company. Interest expense increased to $65,286,000 in 1994,
compared to $18,495,000 for 1993, primarily because of the increased borrowings
during the year under the Company's revolving line of credit, the issuance of
$250,000,000 principal amount of 9.5% Senior Subordinated Notes due 2001 and the
issuance of $115,000,000 principal amount of 5% Convertible Subordinated
Debentures due 2001. For 1994, interest income was $4,308,000, compared to
$3,924,000 for 1993. The increase in interest income is primarily attributable
to the increase in interest rates.

During 1994, the Company began implementation of the plan of consolidation
related to the NME Selected Hospitals Acquisition. The $3,338,000 accrual for
costs related to employee separations and relocations was reduced by
approximately $758,000. A total of 208 employees were affected during 1994. In
addition, assets with a net book value $17,911,000 were written off against the
$39,000,000 provided for the plan of consolidation. Finally, the Company wrote
off all of the $7,700,000 in capitalized development projects. The Company will
complete the plan of consolidation during 1995. It is management's opinion
that the remaining accrual of $23,669,000 is adequate to complete the plan.

Merger costs in 1994 of $6,520,000 represent costs incurred or accrued in
connection with completing the ReLife Acquisition ($2,949,000) and the Heritage
Acquisition ($3,571,000).

During 1994, the Company recognized a $10,500,000 loss on impairment of
assets. This amount relates to the termination of a ReLife management contract
and a permanently damaged ReLife facility. The Company determined not to attempt
to reopen such damaged facility because, under its existing licensure, the
facility was not consistent with the Company's plans. Also during 1994, the
Company recognized a $4,500,000 loss on abandonment of a ReLife computer
project.

Income before minority interests and income taxes for 1994 was $90,668,000,
compared to $34,571,000 for 1993. Minority interests reduced income before
income taxes by $6,402,000, compared to $5,444,000 for 1993. The provision for
income taxes for 1994 was $34,305,000, compared to $11,930,000 for 1993,
resulting in effective tax rate of 40.7% for 1994 and 41.0% for 1993. Net income
for 1994 was $49,961,000.

Twelve-Month Periods Ended December 31, 1993 and 1992

The Company operated 171 outpatient rehabilitation locations (excluding
outpatient satellites of inpatient facilities) at December 31, 1993, compared to
126 outpatient rehabilitation locations at December 31, 1992. In addition, the
Company operated 39 inpatient facilities, 28 surgery centers and four

medical centers at December 31, 1993, compared to 22 inpatient facilities, 20
surgery centers and four medical centers at December 31, 1992. In 1993, the
Company opened the Vanderbilt Stallworth Rehabilitation Hospital in Nashville,
Tennessee, and acquired 13 inpatient facilities from Rebound, Inc. The foregoing
information does not give effect to the facilities acquired effective December
31, 1993 in the NME Selected Hospitals Acquisition.

The Company's operations generated revenues of $656,329,000 in 1993, an
increase of $155,283,000, or 31.0%, as compared to 1992 revenues. Same store
revenues for the twelve months ended December 31, 1993 were $583,251,000, an
increase of $82,205,000, or 16.4%, as compared to the same period in 1992. New
store revenues for 1993 were $73,078,000. The increase in revenues is primarily
attributable to increases in patient volume and the addition of 45 outpatient
rehabilitation locations and 13 inpatient locations. Revenues generated from
patients under Medicare and Medicaid plans respectively accounted for 30.6% and
1.0% of revenues for 1993, compared to 29.3% and 1.3% of revenues for 1992.
Revenues from any other single third-party payor were not significant in
relation to the Company's revenues. During 1993, same store outpatient visits,
inpatient days and surgical cases increased 19.9%, 8.2% and 13.0%, respectively.
Revenue per outpatient visit, revenue per inpatient day and revenue per surgical
case for same store operations increased by 0.6%, 6.3% and 6.1%, respectively.

Operating expenses, at the operating unit level, were $471,778,000, or 71.9%
of revenues, for 1993, compared to 74.3% of revenues for 1992. Same store
operating expenses for 1993 were $420,093,000, or 72.0% of related revenues. New
store operating expenses were $51,685,000, or 70.7% of related revenues. The
decrease in operating expenses as a percentage of revenues is primarily
attributable to increased patient volume and controlled expenses. Corporate
general and administrative expenses increased from $16,878,000 in 1992 to
$24,329,000 in 1993. As a percentage of revenues, corporate general and
administrative expense increased from 3.4% in 1992 to 3.7% in 1993. Total
operating expenses were $496,107,000, or 75.6% of revenues, for 1993, compared
to $389,047,000, or 77.6% of revenues, for 1992. The provision for doubtful
accounts was $16,181,000, or 2.5% of revenues, for 1993, compared to
$13,254,000, or 2.6% of revenues, for 1992.

Depreciation and amortization expense was $46,224,000 for 1993, compared to
$29,834,000 for 1992. The increase represents the investment in additional
assets by the Company. Interest expense increased to $18,495,000 in 1993
compared to $12,623,000 for 1992 primarily because of the increased borrowings
during the year under the Company's revolving line of credit. For 1993, interest
income was $3,924,000, compared to $5,415,000 for 1992. The reduction in
interest income was primarily attributable to the reduction in rates received on
invested funds and a decrease in the cash balance.

As a result of the NME Selected Hospitals Acquisition, the Company recognized
an expense of approximately $49,742,000 during the year ended December 31, 1993.
By recognizing this expense, the Company accrued approximately $3,338,000 for
costs related to certain employee separations and relocations. The Company
expects the plan of consolidation to take up to 24 months. The $3,338,000
accrual, which is the only cash expense included in the acquisition-related
expense, will be paid over the same period. In addition, the Company has
provided approximately $39,000,000 for the write-down of certain assets to net
realizable value as the result of planned facility consolidations, and
approximately $7,700,000 for the write-off of certain capitalized development
projects. The consolidations are applicable in selected markets where the
Company's services overlap with those of the acquired facilities. The costs of
development projects in certain target markets that were previously capitalized
were written off due to the acquisition of NME facilities in or near those
markets.

Income before minority interests and income taxes for 1993 was $34,571,000,
compared to $58,038,000 for 1992. The provision for income taxes for 1993 was
$11,930,000, compared to $18,864,000 for 1992, resulting in effective tax rates
of 41.0% for 1993 and 35.1% for 1992. Net income for 1993 was $17,197,000.

Liquidity and Capital Resources

As of June 30, 1995, the Company had working capital of $285,146,000,
including cash and marketable securities of $75,915,000. Working capital at
December 31, 1994 was $231,327,000, including cash and marketable securities of
$85,363,000. For the first six months of 1995, cash provided by operations

was $87,776,000, compared to $60,561,000 for the same period in 1994. Additions
to property, plant, and equipment and acquisitions accounted for $70,235,000 and
$284,090,000, respectively, during the first six months of 1995. Those same
investing activities accounted for $68,320,000 and $34,645,000, respectively, in
the same period in 1994. Financing activities provided $273,558,000 and
$74,959,000 during the first six months of 1995 and 1994, respectively. Net
borrowing proceeds (borrowing less principal reductions) for the first six
months of 1995 and 1994 were $277,393,000 and $68,330,000, respectively.

Accounts receivable were $281,283,000 at June 30, 1995, compared to
$242,659,000 at December 31, 1994. The number of days of average revenues in
ending receivables was 64.5 at June 30, 1995 (excluding accounts receivable and
revenue from the facilities acquired from NovaCare during the second quarter of
1995), compared to 71.6 at December 31, 1994. The concentration of net accounts
receivable from patients, third-party payors, insurance companies and others at
June 30, 1995 is consistent with the related concentration of revenues for the
period then ended.

At June 30, 1995, the Company had a $1,000,000,000 revolving line of credit
with NationsBank of North Carolina and 28 other banks. Interest is paid based on
LIBOR plus a predetermined margin, prime or competitively bid rates from the
participating banks. This credit facility has an initial maturity date of June
1, 1998, with two one-year renewals. The Company provided a negative pledge on
all assets and granted the banks a first priority security interest in all
shares of stock of its subsidiaries and rights and interests in its controlled
partnerships. The effective interest rate on the average outstanding balance
under the revolving line of credit was 7.27% for the six months ended June 30,
1995, compared to the average prime rate of 8.91% during the same period. At
June 30, 1995, the Company had drawn $895,000,000 under its revolving line of
credit.

On June 20, 1995, the Company purchased $67,500,000 of the $75,000,000
outstanding principal amount of 11.5% Senior Subordinated Notes due 2004 of SHC
(the "SHC Bond Tender Offer") for 115% of the face value of the Notes.
Subsequent to June 30, 1995, the remaining $7,500,000 balance was purchased on
the open market.

The Company intends to pursue the acquisition or development of additional
healthcare operations, including outpatient rehabilitation facilities, inpatient
rehabilitation facilities ambulatory surgery centers, and companies engaged in
the provision of rehabilitation-related services, and to expand certain of its
existing facilities. While it is not possible to estimate precisely the amounts
which will actually be expended in the foregoing areas, the Company anticipates
that over the next twelve months, it will spend approximately $80,000,000 for
the acquisition and/or development of new outpatient facilities and
approximately $70,000,000 for inpatient facility projects and the construction
and equipping of additions to inpatient facilities.

Although the Company is continually considering and evaluating acquisitions
and opportunities for future growth, the Company has not entered into any
agreements with respect to material future acquisitions other than the pending
acquisition of SSCI. The Company believes that existing cash, cash flow from
operations, and borrowings under the revolving line of credit will be sufficient
to satisfy the Company's estimated cash requirements for the next twelve months
and thereafter.

Inflation in recent years has not had a significant effect on the Company's
business, and is not expected to adversely affect the Company in the future
unless it increases significantly.

BUSINESS

General

HEALTHSOUTH is the nation's largest provider of outpatient and rehabilitative
healthcare services. The Company provides these services through its national
network of outpatient and inpatient rehabilitation facilities, outpatient
surgery centers, medical centers and other healthcare facilities. The Company
believes that it provides patients, physicians and payors with high-quality
healthcare services at significantly lower costs than traditional inpatient
hospitals. Additionally, HEALTHSOUTH's national network, reputation for quality
and focus on outcomes has enabled the Company to secure contracts with national
and regional managed care payors. HEALTHSOUTH has over 500 patient care
locations in 38 states, the District of Columbia and Ontario, Canada.

In its outpatient and inpatient rehabilitation facilities, HEALTHSOUTH
provides interdisciplinary programs for the rehabilitation of patients
experiencing disability due to a wide variety of physical conditions, such as
stroke, head injury, orthopaedic problems, neuromuscular disease and
sports-related injuries. The Company's rehabilitation services include physical
therapy, sportsoccupational medicine work hardening, neurorehabilitation, occupational
therapy, respiratory therapy, speech-language pathology and rehabilitation
nursing. Independent studies have shown that rehabilitation services like those
provided by the Company can save money for payors and employers.

HEALTHSOUTH operates the third largest network of free-standing outpatient
surgery centers in the United States. The Company's outpatient surgery centers
provide the facilities and medical support staff necessary for physicians to
perform non-emergency surgical procedures. While outpatient surgery is widely
recognized as generally less expensive than surgery performed in a hospital, the
Company believes that outpatient surgery performed at a free-standing outpatient
surgery center is generally less expensive than hospital-based outpatient
surgery. Approximately 95% of the Company's surgery center facilities are
located in markets served by its rehabilitative service facilities, enabling the
Company to pursue opportunities for cross-referrals.

Over the last two years, the Company has completed several significant
acquisitions in the rehabilitation business and has expanded into the surgery
center business. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations".businesses. The Company believes
that these acquisitions complement its historical operations and enhance its
market position. The Company further believes that its expansion into the
outpatient surgery, businessdiagnostic and occupational medicine businesses provides the Companyit
with a platformplatforms for future growth. The Company Strategy

The Company's principal objective is to becontinually evaluating
potential acquisitions in the provider of choice for
patients, physicians and payors alike for outpatient and rehabilitative healthcare services
throughout the United States. The Company's growth strategy
is based upon four primary elements: (i) the implementationindustry.

USE OF PROCEEDS

All proceeds from any sales of the Company's
integrated service model in appropriate markets, (ii) successful marketingShares by the Selling Stockholders will
inure to managed care organizations and other payors, (iii) the provision of
high-quality, cost-effective healthcare services, and (iv) the expansionbenefit of the Company's national network.

o Integrated Service Model. The Company seeks, where appropriate, to provide
an integrated system of healthcare services, including outpatient
rehabilitation services, inpatient rehabilitation services, ambulatory
surgery services and outpatient diagnostic services. The Company believes
that its integrated system offers payors the convenience of dealing with a
single provider for multiple services. Additionally, the Company believes
that its facilities can provide extensive referral opportunities. For
example, the Company estimates that approximately one-third of its
outpatient rehabilitation patients have had outpatient surgery, virtually
all inpatient rehabilitation patients will require some form of outpatient
rehabilitation, and virtually all inpatient rehabilitation patients have
had some type of diagnostic procedure. The Company has implemented its
integrated service model in certain of its markets, and intends to expand
the model into other appropriate markets.

o Marketing to Managed Care Organizations and Other Payors. Since the late
1980s, the Company has focused on the development of contractual
relationships with managed care organizations, major insurance companies,
large regional and national employer groups and provider alliances and
networks. The Company's documented outcomes and experience with several
hundred thousand patients in delivering quality healthcare services at
reasonable prices has enhanced the Company's attractiveness to such
entities and has given the Company a competitive advantage over smaller and
regional competitors. These relationships have increased patient flow to
the Company's facilities and contributed to the Company's same-store
growth.

o Cost-Effective Services. HEALTHSOUTH's goal is to provide high-quality
healthcare services in cost-effective settings. To that end, the Company
has developed standardized clinical protocols for the treatment of its
patients. This results in "best practices" techniques being utilized at all
of the Company's facilities, allowing the consistent achievement of
demonstrable, cost-effective clinical outcomes. HEALTHSOUTH's reputation
for its clinical programs is enhanced through its relationships with major
universities throughout the nation, and its support of clinical research in
its facilities. Further, independent studies estimate that, for every
dollar spent on rehabilitation, $11 to $35 is saved. Finally, surgical
procedures typically are less expensive in outpatient surgery centers than
in hospital settings. The Company believes that outpatient and
rehabilitative healthcare services will assume increasing importance in the
healthcare environment as payors continue to seek to reduce overall costs
by shifting patients to more cost-effective treatment settings.

o Expansion of National Network. As the largest provider of outpatient and
rehabilitative healthcare services in the United States, HEALTHSOUTH is
able to realize economies of scale and compete successfully for national
contracts with large payors and employers while retaining the flexibility
to respond to particular needs of local markets. The national network
affords HEALTHSOUTH the opportunity to offer large national and regional
employers and payors the convenience of dealing with a single provider, to
utilize greater buying power through centralized purchasing, to achieve
more efficient costs of capital and labor and to more effectively recruit
and retain clinicians. HEALTHSOUTH believes that its recent and pending
acquisitions in the outpatient surgery and diagnostic imaging fields will
further enhance its national presence by broadening the scope of its
existing services and providing new opportunities for growth. These
national benefits are realized without sacrificing local market
responsiveness. HEALTHSOUTH's objective is to provide those outpatient and
rehabilitative healthcare services needed within each local market by
tailoring its services and facilities to that market's needs, thus bringing
the benefits of nationally recognized expertise and quality into the local
setting.

Patient Care Services

HEALTHSOUTH began its operations in 1984 with a focus on providing
comprehensive orthopaedic and musculoskeletal rehabilitation services on an
outpatient basis. Over the succeeding 11 years, HEALTHSOUTH has consistently
sought and implemented opportunities to expand its services through acquisitions
and de novo development activities that complement its historic focus on
orthopaedic, sports medicine and occupational medicine services and that provide
independent platforms for growth. The Company's acquisitions and internal growth
have enabled it to become the largest provider of rehabilitative healthcare
services, both inpatient and outpatient, in the United States. In addition, the
Company has added outpatient surgery services, diagnostic imaging services and
other outpatient services which provide natural enhancements to its
rehabilitative healthcare locations and facilitate the implementation of its
integrated service model. The Company believes that these additional businesses
also provide opportunities for growth in other areas not directly related to the
rehabilitative business, and the Company intends to pursue further expansion in
those businesses.

Rehabilitative Services: General

When a patient is referred to one of the Company's rehabilitation facilities,
he undergoes an initial evaluation and assessment process that results in the
development of a rehabilitation care plan designed specifically for that
patient. Depending upon the patient's disability, this evaluation process may
involve the services of a single discipline, such as physical therapy for a knee
injury, or of multiple disciplines, as in the case of a complicated stroke
patient. The Company has developed numerous rehabilitation programs, which
include stroke, head injury, spinal cord injury, neuromuscular and work injury,
that combine certain services to address the needs of patients with similar
disabilities. In this way, all of the facilities' patients, regardless of the
severity and complexity of their disabilities, can receive the level and
intensity of those services necessary for them to be restored to as productive,
active and independent a lifestyle as possible.

Outpatient Rehabilitation Services

HEALTHSOUTH operates the largest group of affiliated proprietary outpatient
rehabilitation facilities in the United States. The Company's outpatient
rehabilitation centers offer a comprehensive range of rehabilitative healthcare
services, including physical therapy and occupational therapy, that are tailored
to the individual patient's needs, focusing predominantly on orthopaedic
injuries, sports injuries, work injuries, hand and upper extremity injuries,
back injuries, and various neurological/ neuromuscular conditions. As of August
31, 1995, the Company provided outpatient rehabilitative healthcare services
through 341 outpatient locations, including freestanding outpatient centers and
their satellites and outpatient satellites of inpatient facilities.

The continuing emphasis on containing the increases in healthcare costs, as
evidenced by Medicare's prospective payment system, the growth in managed care
and the various alternative healthcare reform proposals, results in the early
discharge of patients from acute-care facilities. As a result, many hospital
patients do not receive the intensity of services that may be necessary for them
to achieve a full recovery from their diseases, disorders or traumatic
conditions. The Company's outpatient rehabilitation services play a significant
role in the continuum of care because they provide hospital-level services, in
terms of intensity, quality and frequency, in a more cost-efficient setting.

Patients treated at the Company's outpatient centers will undergo varying
courses of therapy depending upon their needs. Some patients may only require a
few hours of therapy per week for a few weeks, while others may spend up to five
hours per day in therapy for six months or more, depending on the nature,
severity and complexity of their injuries.

In general, the Company initially establishes an outpatient center in a given
market, either by acquiring an existing private therapy practice or through de
novo development, and institutes its clinical protocols and programs in response
to the community's general need for services.Selling Stockholders. The Company will then establish
satellite clinics that are dependent upon the main facility for management and
administrative services. These satellite clinics generally provide a specific
evaluative or specialty service/program, such as hand therapy or foot and ankle
therapy, in response to specific market demands. The Company's outpatient
rehabilitation facilities range in size from 1,200 square feet for specialty
clinics to 20,000 square feet for large, full-service facilities. Currently, the
typical outpatient facility configuration ranges in size from 2,000 to 5,000
square feet and costs less than $500,000 to build and equip.

Patient utilization of the Company's outpatient rehabilitation facilities
cannot be measured in the conventional manner applied to acute-care hospitals,
nursing homes and other healthcare providers which have a fixed number of
licensed beds and serve patients on a 24-hour basis. Utilization patterns in
outpatient rehabilitation facilities will be affected by the market to be
served, the types of injuries treated, the patient mix and the number of
available therapists, among other factors. Moreover, because of variations in
size, location, hours of operation, referring physician base and services
provided and other differences among each of the Company's outpatient
facilities, it is not possible to accurately assess patient utilization against
a norm.

Inpatient Services

Inpatient Rehabilitation Facilities. At August 31, 1995, HEALTHSOUTH operated
77 inpatient rehabilitation facilities with 4,618 beds, representing the largest
group of affiliated proprietary inpatient rehabilitation facilities in the
United States. The Company's inpatient rehabilitation facilities provide
high-quality comprehensive services to patients who require intensive
institutional rehabilitation care.

Inpatient rehabilitation patients are typically those who are experiencing
significant physical disabilities due to various conditions, such as head
injury, spinal cord injury, stroke, certain orthopaedic problems and
neuromuscular disease. The Company's inpatient rehabilitation facilities provide
the medical, nursing, therapy and ancillary services required to comply with
local, state and federal regulations as well as accreditation standards of the
Joint Commission on Accreditation of Healthcare Organizations (the "JCAHO") and
the Commission on Accreditation of Rehabilitation Facilities.

All of the Company's inpatient rehabilitation facilities utilize an
interdisciplinary team approach to the rehabilitation process and involve the
patient and family, as well as the payor, in the determination of the goals for
the patient. Internal case managers monitor each patient's progress and provide
documentation of patient status, achievement of goals, functional outcomes and
efficiency.

The Company acquires or develops inpatient rehabilitation facilities in those
communities where it believes there is a demonstrated need for comprehensive
inpatient rehabilitation services. Depending upon the specific market
opportunity, these facilities may be licensed as rehabilitation hospitals or
skilled nursing facilities. The Company believes that it can provide
high-quality rehabilitation services in either type of facility, but prefers to
utilize the rehabilitation hospital form.

In certain markets where the Company does not provide free-standing
outpatient facilities, the Company's rehabilitation hospitals may provide
outpatient rehabilitation services as a complement to their inpatient services.
Typically, this opportunity arises when patients complete their inpatient course
of treatment but remain in need of additional therapy that can be accomplished
on an outpatient basis. Depending upon the demand for outpatient services and
physical space constraints, the rehabilitation hospital may establish the
services either within its building or in a satellite location. In either case,
the clinical protocols and programs developed for use in the free-standing
outpatient centers will be utilized by these facilities.

The Company's Nashville, Tennessee (Vanderbilt University), Memphis,
Tennessee (Methodist Hospitals), Dothan, Alabama (Southeast Alabama Medical
Center) and Charleston, South Carolina (North Trident Regional Medical Center)
hospital facilities have been developed in conjunction with local tertiary-care
facilities. This strategy of developing effective referral and service networks
prior to opening results in improved operating efficiencies for the new
facilities. The Company is utilizing this same concept in rehabilitation
hospitals under development with the University of Missouri and the University
of Virginia.

Medical Centers. The Company operates five medical centers with 912 licensed
beds in four distinct markets. These facilities provide general and specialty
medical and surgical healthcare services, emphasizing orthopaedics, sports
medicine and rehabilitation.

The Company acquired its five medical centers as outgrowths of its
rehabilitative healthcare services. Often, patients require medical and surgical
interventions prior to the initiation of their rehabilitative care. In each of
the markets in which the Company has acquired a medical center, the Company had
well-established relationships with the medical communities serving each
facility. In addition, each of the facilities enjoyed well-established
reputations in orthopaedics and/or sports medicine prior to their acquisition by
the Company. Following the acquisition of each of the Company's medical centers,
the Company has provided the resources to improve upon the physical plant and
expand services through the introduction of new technology. The Company has also
developed additional relationships between these facilities and certain
university facilities, including the University of Miami, Auburn University and
the University of Alabama at Birmingham. Through these relationships, the influx
of celebrity athletes and personalities and the acquisition of new technology,
all five medical centers have improved their operating efficiencies and enhanced
census.

Each of the five medical center facilities is licensed as an acute-care
hospital, is accredited by the JCAHO and participates in the Medicare
prospective payment system. See "Business -- Regulation".

Inpatient Facility Utilization. In measuring patient utilization of the
Company's inpatient facilities, various factors must be considered. Due to
market demand, demographics, start-up status, renovation, patient mix and other
factors, the Company may not treat all licensed beds in a particular facility as
available beds, which sometimes results in a material variance between licensed
beds and beds actually available for utilization at any specific time. The
Company is in a position to increase the number of available beds at such
facilities as market conditions dictate. During the year ended December 31,
1994, the Company's inpatient facilities achieved an overall utilization, based
on patient days and available beds, of 61.0%.

Surgery Centers

As a result of the SHC acquisition, HEALTHSOUTH became the third largest
operator of outpatient surgery centers in the United States. The Company
currently operates 43 free-standing surgery centers, including five mobile
lithotripsy units, in 12 states, and has an additional five free-standing
surgery centers under development. Approximately 95% of these facilities are
located in markets served by HEALTHSOUTH outpatient and rehabilitative service
facilities, enabling the Company to pursue opportunities for cross-referrals
between surgery and rehabilitative facilities as well as to centralize
administrative functions. In addition, the Company has entered into an agreement
to acquire the 12 free-standing surgery centers owned or managed by Sutter
Surgery Centers, Inc. See "Recent Developments". The Company's surgery centers
provide the facilities and medical support staff necessary for physicians to
perform non-emergency surgical procedures that do not generally require
overnight hospitalization. The Company's typical surgery center is a
free-standing facility with two to six fully equipped operating and procedure
rooms and ancillary areas for reception, preparation, recovery and
administration. Each of the Company's surgery centers is available for use only
by licensed physicians, oral surgeons and podiatrists, and the centers do not
perform surgery on an emergency basis.

Outpatient surgery centers, unlike hospitals, have not historically provided
overnight accommodations, food services or other ancillary services. Over the
past several years, states have increasingly permitted the use of extended-stay
recovery facilities by outpatient surgery centers. As a result, many outpatient
surgery centers are adding extended recovery care capabilities where permitted.
Seventeen of the Company's surgery centers currently provide for extended
recovery stays. The Company's ability to develop such recovery care facilities
is dependent upon state regulatory environments in the particular states where
its centers are located.

The Company's outpatient surgery centers implement quality control procedures
to evaluate the level of care provided the centers. Each center has a medical
advisory committee of three to ten physicians which reviews the professional
credentials of physicians applying for medial staff privileges at the center.

Other Patient Care Services

In certain of its markets, the Company provides other patient care services,
including home healthcare, diagnostic services, physician services and contract
management of hospital-based rehabilitative healthcare services. The Company
evaluates market opportunities on a case-by-case basis in determining whether to
provide additional services of these types, which may be complementary to
facility-based services provided by the Company or stand-alone businesses.

Marketing of Facilities and Services

The Company markets its facilities, and their services and programs, on
local, regional and national levels. Local and regional marketing activities are
typically coordinated by facility-based marketing personnel, whereas large-scale
regional and national efforts are coordinated by corporate-based personnel.

In general, the Company develops a marketing plan for each facility based on
a variety of factors, including population characteristics, physician
characteristics and incidence of disability statistics, in order to identify
specific service opportunities. Facility-oriented marketing programs are focused
on increasing the volume of patient referrals to the specific facility and
involve the development of ongoing relationships with area schools, businesses
and industries as well as physicians, health maintenance organizations and
preferred provider organizations.

The Company's larger-scale marketing activities are focused more broadly on
efforts to generate patient referrals to multiple facilities and the creation of
new business opportunities. Such activities include the development and
maintenance of contractual relationships or national pricing agreements with
large third-party payors, such as CIGNA, Metrahealth (MetLife/Travelers) or
other national insurance companies, with national HMO/PPO companies, such as
Healthcare-COMPARE/AFFORDABLE, Hospital Network of America and Multiplan, with
national case management companies, such as INTRACORP and Crawford & Co., and
with national employers, such as Wal-Mart, Georgia-Pacific Corporation, Dillard
Department Stores, Goodyear Tire & Rubber and Winn-Dixie. In addition, since the
facilities acquired by the Company during the past two years had very limited
contractual relationships with payors, managed care providers, employers and
others, the Company is expanding its existing payor relationships to include
these facilities.

The Company carries out broader programs designed to further enhance its
public image. Among these is the HEALTHSOUTH Sports Medicine Council, headed by
Bo Jackson, which is dedicated to developing educational programs focused on
athletics for use in high schools. The Company has ongoing relationships with
the Ladies Professional Golf Association, the Southeastern Conference and more
than 400 universities, colleges and high schools to provide sports medicine
coverage of events and rehabilitative healthcare services for injured athletes.
In addition, the Company has established relationships with or provided
treatment services for athletes from some 35 to 40 major professional sports
teams, as well as providing sports medicine services for Olympic and amateur
athletes.

HEALTHSOUTH is a national sponsor of the United Cerebral Palsy Association
and the National Arthritis Foundation and supports many other charitable
organizations on national and local levels. Through these endeavors, the Company
provides its employees with opportunities to support their communities.

Sources of Revenues

Private pay revenue sources represent the majority of the Company's revenues.
The following table sets forth the percentages of the Company's revenues from
various sources for the periods indicated:

Year Ended Year Ended
Source December 31, 1993 December 31, 1994
------ ----------------- -----------------
Medicare............. 30.6% 41.0%
Commercial (1)....... 36.3 34.1
Workers'

Compensation......... 16.4 10.9
All Other Payors (2). 16.7 14.0
------- -------
100.0% 100.0%

(1) Includes commercial insurance, HMOs, PPOs and other managed care plans.

(2) Medicaid is included in this category, but is insignificant in amount.

The above table does not reflect the ReLife facilities or the SHC facilities
for either period. The NME Selected Hospitals are included in the 1994 figures
only. Comparable information for the ReLife and SHC facilities is not available
and is not reflected in either year in the table. The percentage of revenues
derived from Medicare increased in 1994 as a result of the NME Selected
Hospitals Acquisition. The Company has expanded its existing payor relationships
to include the former NME and ReLife facilities.

See "Business -- Regulation -- Medicare Participation and Reimbursement" for
a description of the reimbursement regulations applicable to the Company's
facilities.

Competition

The Company competes in the geographic markets in which its facilities are
located. In addition, the Company's rehabilitation facilities compete on a
regional and national basis with other providers of specialized services such as
sports medicine and work hardening, and specific concentrations such as head
injury rehabilitation and orthopaedic surgery. The competition faced in each of
these markets is similar, with variations arising from the number of healthcare
providers in the given metropolitan area. The primary competitive factors in the
rehabilitation services business are quality of services, projected patient
outcomes, charges for services, responsiveness to the needs of the patients,
community and physicians, and ability to tailor programs and services to meet
specific needs of the patients. Competitors and potential competitors include
hospitals, private practice therapists, rehabilitation agencies and others. Some
of these competitors may have greater patient referral support and financial and
personnel resources in particular markets than the Company. Management believes
that the Company competes successfully within the marketplace based upon its
reputation for quality, competitive prices, positive rehabilitation outcomes,
innovative programs, clean and bright facilities and responsiveness to needs.

HEALTHSOUTH's medical centers are located in four urban areas of the country,
all with well-established healthcare services provided by a number of
proprietary, not-for-profit, and municipal hospital facilities. The Company's
facilities compete directly with these local hospitals as well as various
nationally recognized centers of excellence in orthopaedics, sports medicine and
other specialties. Because HEALTHSOUTH's facilities enjoy a national and
international reputation for orthopaedic surgery and sports medicine, the
Company believes that its medical centers' level of service and continuum of
care enable them to compete successfully, both locally and nationally.

The Company's surgery centers compete primarily with hospitals and other
operators of freestanding surgery centers in attracting physicians and patients,
and developing new centers and in acquiring existing centers. The primary
competitive factors in the outpatient surgery business are convenience, cost,
quality of service, physician loyalty and reputation. Hospitals have many
competitive advantages in attracting physicians and patients, including
established standing in a community, historical physician loyalty and
convenience for physicians making rounds or performing inpatient surgery in the
hospital. However, the Company believes that its national market system and its
historical presence in many of the markets where the SHC facilities are located
will enhance the Company's ability to operate these facilities successfully.

The Company potentially faces competition any time it initiates a Certificate
of Need ("CON") project or seeks to acquire an existing facility or CON. See
"Business -- Regulation". This competition may arise either from competing
companies, national or regional, or from local hospitals which file competing
applications or oppose the proposed CON project. The necessity for these
approvals serves as a barrier to entry and has the potential to limit
competition by creating a franchise to provide services to a given area. To date
the Company has been successful in obtaining each of the CONs or similar
approvals which it has sought, although there can be no assurance that it will
achieve similar success in the future.

Regulation

The healthcare industry is subject to regulation by federal, state and local
governments. The various levels of regulatory activity affect the Company's
business activities by controlling its growth, requiring licensure or
certification of its facilities, regulating the use of its properties and
controlling the reimbursement to the Company for services provided.

Licensure, Certification and Certificate of Need Regulations

Capital expenditures for the construction of new facilities, the addition of
beds or the acquisition of existing facilities may be reviewable by state
regulators under a statutory scheme which is sometimes referred to as a
Certificate of Need program. States with CON programs place limits on the
construction and acquisition of healthcare facilities and the expansion of
existing facilities and services. In such states, approvals are required for
capital expenditures exceeding certain amounts which involve inpatient
rehabilitation facilities or services. Outpatient rehabilitation facilities and
services do not require such approvals in a majority of states.

State CON statutes generally provide that, prior to the addition of new beds,
the construction of new facilities or the introduction of new services, a state
health planning designated agency (a "SHPDA") must determine that a need exists
for those beds, facilities or services. The CON process is intended to promote
comprehensive healthcare planning, assist in providing high quality healthcare
at the lowest possible cost and avoid unnecessary duplication by ensuring that
only those healthcare facilities that are needed will be built.

Typically, the provider of services submits an application to the appropriate
SHPDA with information concerning the area and population to be served, the
anticipated demand for the facility or service to be provided, the amount of
capital expenditure, the estimated annual operating costs, the relationship of
the proposed facility or service to the overall state health plan and the cost
per patient day for the type of care contemplated. Whether the CON is granted is
based upon a finding of need by the SHPDA in accordance with criteria set forth
in CON statutes and state and regional health facilities plans. If the proposed
facility or service is found to be necessary and the applicant to be the
appropriate provider, the SHPDA will issue a CON containing a maximum amount of
expenditure and a specific time period for the holder of the CON to implement
the approved project.

Licensure and certification are separate, but related, regulatory activities.
The former is usually a state or local requirement and the latter is a federal
requirement. In almost all instances, licensure and certification will follow
specific standards and requirements that are set forth in readily available
public documents. Compliance with the requirements is monitored by annual
on-site inspections by representatives of various government agencies. All of
the Company's inpatient rehabilitation facilities and medical centers and
substantially all of the Company's surgery centers are currently required to be
licensed, but only the outpatient rehabilitation facilities located in Alabama,
Arizona, Connecticut, Maryland, Massachusetts and New Hampshire currently must
satisfy such a licensing requirement.

Medicare Participation and Reimbursement

In order to participate in the Medicare program and receive Medicare
reimbursement, each facility must comply with the applicable regulations of the
United States Department of Health and Human Services relating to, among other
things, the type of facility, its equipment, its personnel and its standards of
medical care, as well as compliance with all state and local laws and
regulations. All of the Company's inpatient facilities, except for the St. Louis
head injury center, participate in the Medicare program. Ninety-two of the
Company's outpatient rehabilitation facilities currently participate in, or are
awaiting the assignment of a provider number to participate in, the Medicare
program. All of the Company's surgery centers are certified (or awaiting
certification) under the Medicare program. The Company's Medicare-certified
facilities, inpatient and outpatient, undergo annual on-site Medicare
certification surveys in order to maintain their certification status. Failure
to comply with the program's conditions of participation may result in loss of
program reimbursement or other governmental sanctions. All such facilities have
been deemed to be in satisfactory compliance on all applicable surveys. The
Company has developed its operational systems to assure compliance with the
various standards and requirements of the Medicare program and has established
ongoing quality assurance activities to monitor compliance. The Company believes
that all of such facilities currently meet all applicable Medicare requirements.

As a result of the Social Security Act Amendments of 1983, Congress adopted a
prospective payment system ("PPS") to cover the routine and ancillary operating
costs of most Medicare inpatient hospital services. Under this system, the
Secretary of Health and Human Services has established fixed payment amounts per
discharge based on diagnosis-related groups ("DRGs"). With limited exceptions, a
hospital's payment for Medicare inpatients is limited to the DRG rate,
regardless of the number of services provided to the patient or the length of
the patient's hospital stay. Under PPS, a hospital may retain the difference, if
any, between its DRG rate and its operating costs incurred in furnishing
inpatient services, and is at risk for any operating costs that exceed its DRG
rate. HEALTHSOUTH's medical center facilities are generally subject to PPS with
respect to Medicare inpatient services.

The PPS program has been beneficial for the rehabilitation segment of the
healthcare industry because of the economic pressure on acute-care hospitals to
discharge patients as soon as possible. The result has been increased demand for
rehabilitation services for those patients discharged early from acute-care
hospitals. Outpatient rehabilitation services and free-standing inpatient
rehabilitation facilities are currently exempt from PPS, and inpatient
rehabilitation units within acute-care hospitals are eligible to obtain an
exemption from PPS upon satisfaction of certain federal criteria.

Currently, four of the Company's outpatient centers are Medicare-certified
CORFs and 88 are Medicare-certified rehabilitation agencies. CORFs have been
designated cost-reimbursed Medicare providers since 1982. Under the regulations,
CORFs are reimbursed reasonable costs (subject to certain limits) for services
provided to Medicare beneficiaries. Outpatient rehabilitation facilities
certified by Medicare as rehabilitation agencies are reimbursed on the basis of
the lower of reasonable costs for services provided to Medicare beneficiaries or
charges for such services. Outpatient rehabilitation facilities which are
physician-directed clinics, as well as outpatient surgery centers, are
reimbursed by Medicare on a fee screen basis; that is, they receive a fixed fee,
which is determined by the geographical area in which the facility is located,
for each procedure performed. The Company's outpatient rehabilitation facilities
submit monthly bills to their fiscal intermediaries for services provided to
Medicare beneficiaries, and the Company files annual cost reports with the
intermediaries for each such facility. Adjustments are then made if costs have
exceeded payments from the fiscal intermediary or vice versa.

The Company's inpatient facilities (other than the medical center facilities)
either are not currently covered by PPS or are exempt from PPS, and are also
cost-reimbursed, receiving the lower of reasonable costs or charges. Typically,
the fiscal intermediary pays a set rate based on the prior year's costs for each
facility. As with outpatient facilities subject to cost-based reimbursement,
annual cost reports are filed with the Company's fiscal intermediary and payment
adjustments are made, if necessary.

Congress has directed the United States Department of Health and Human
Services to develop regulations, which could subject inpatient rehabilitation
hospitals to PPS in place of the current "reasonable cost within limits" system
of reimbursement. In addition, informal proposals have been made for a
prospective payment system for Medicare outpatient care. Other proposals for a
prospective payment system for rehabilitation hospitals are also being
considered by the federal government. Therefore, the Company cannot predict at
this time the effect that any such changes may have on its operations.
Regulations relating to prospective payment or other aspects of reimbursement
may be developed in the future which could adversely affect reimbursement for
services provided by the Company.

Over the past several years an increasing number of healthcare providers have
been accused of violating the federal False Claims Act. That Act prohibits the
knowing presentation of a false claim to the United States government. Because
the Company performs thousands of similar procedures a year for which it is
reimbursed by Medicare and there is a relatively long statute of limitations, a
billing error could result in significant civil penalties. The Company does not
believe that it is or has been in violation of the False Claims Act.

Relationships with Physicians and Other Providers

Various state and federal laws regulate relationships among providers of
healthcare services, including employment or service contracts and investment
relationships. These restrictions include a federal criminal law prohibiting (i)
the offer, payment, solicitation or receipt of remuneration by individuals or
entities, to induce referrals of patients for services reimbursed under the
Medicare or Medicaid programs or (ii) the leasing, purchasing, ordering,
arranging for or recommending the lease, purchase or order of any item, good,
facility or service covered by such programs (the "Fraud and Abuse Law"). In
addition to federal criminal sanctions, violators of the Fraud and Abuse Law may
be subject to significant civil sanctions, including fines and/or exclusion from
the Medicare and/or Medicaid programs.

In 1991, the Office of the Inspector General ("OIG") of the United States
Department of Health and Human Services promulgated regulations describing
compensation arrangements which are not viewed as illegal remuneration under the
Fraud and Abuse Law (the "Safe Harbor Rules"). The Safe Harbor Rules create
certain standards ("Safe Harbors") for identified types of compensation
arrangements which, if fully complied with, assure participants in the
particular arrangement that the OIG will not treat such participation as a
criminal offense under the Fraud and Abuse Law or as the basis for an exclusion
from the Medicare and Medicaid programs or an imposition of civil sanctions.

The Company operates five of its rehabilitation hospitals and almost all of
its outpatient rehabilitation facilities as limited partnerships. Three of the
rehabilitation hospital partnerships involve physician investors, and two of the
rehabilitation hospital partnerships involve other institutional healthcare
providers. Seven of the outpatient partnerships currently have a total of 21
physician limited partners, some of whom refer patients to the partnerships.
Those partnerships which are providers of services under the Medicare program,
and their limited partners, are subject to the Fraud and Abuse Law. A number of
the relationships established by the Company with physicians and other
healthcare providers do not fit within any of the Safe Harbors. The Safe Harbor
Rules do not expand the scope of activities that the Fraud and Abuse Law
prohibits, nor do they provide that failure to fall within a Safe Harbor
constitutes a violation of the Fraud and Abuse Law; however, the OIG has
informally indicated that failure to fall within a Safe Harbor may subject an
arrangement to increased scrutiny.

Most of the Company's surgery centers are owned by limited partnerships,
which include as limited partners physicians who perform surgical procedures at
such centers. Subsequent to the promulgation of the Safe Harbor Rules in 1991,
the Department of Health and Human Services issued for public comment additional
proposed Safe Harbors, one of which specifically addresses surgeon ownership
interests in ambulatory surgery centers. As proposed, the ambulatory surgery
Safe Harbor would protect payments to be made to surgeons as a return on
investment interest in a surgery center if, among other conditions, all the
investors are surgeons who are in a position to refer patients directly to the
center and perform surgery on such referred patients. Since a subsidiary of the
Company is an investor in each limited partnership which owns a surgery center,
the Company's arrangements with physician investors do not fit within the Safe
Harbor for ambulatory surgery centers as currently proposed. The Company is
unable at this time to predict whether the proposed ambulatory surgery center
Safe Harbor will become final, and if so, whether the language and requirements
will remain as currently proposed, or whether changes will be made prior to
becoming final. There can be no assurance that the Company will ever meet the
criteria under this new Safe Harbor as proposed or as it may be adopted in final
form. The Company believes, however, that its arrangements with physicians with
respect to its surgery center facilities should not fall within the activities
prohibited by the Fraud and Abuse Law.

While several federal court decisions have aggressively applied the
restrictions of the Fraud and Abuse Law, they provide little guidance as to the
application of the Fraud and Abuse Law to the Company's limited partnerships.
The Company believes that it is in compliance with the current requirements of
applicable federal and state law, but no assurances can be given that a federal
or state agency charged with enforcement of the Fraud and Abuse Law and similar
laws might not assert a contrary position or that new federal or state laws, or
new interpretations of existing laws, might not adversely affect relationships
established by the Company with physicians or other healthcare providers or
result in the imposition of penalties on the Company or certain of its
facilities. Even the assertion of a violation could have a material adverse
effect upon the Company.

The so-called "Stark II" provisions of the Omnibus Budget Reconciliation Act
of 1993 amend the federal Medicare statute to prohibit the making by a physician
of referrals for "designated health services" (including physical therapy and
occupational therapy) to an entity in which the physician has an investment
interest or other financial relationship, subject to certain exceptions. Such
prohibition took effect on January 1, 1995 and applies to all of the Company's
outpatient rehabilitation facility partnerships with physician limited partners.
In addition, a number of states have passed or are considering statutes which
prohibit or limit physician referrals of patients to facilities in which they
have an investment interest. In response to these regulatory activities, the
Company has restructured most of its rehabilitation facility partnerships which
involve physician investors, in order to eliminate physician ownership interests
not permitted by applicable law. The Company intends to take such actions as may
be required to cause the remaining partnerships to be in compliance with
applicable laws and regulations, including, if necessary, the prohibition of
physician partners from referring patients. The Company believes that this
restructuring has not adversely affected and will not adversely affect the
operations of its facilities.

Ambulatory surgery is not identified as a "designated health service", and
the Company does not believe that ambulatory surgery is subject to the
restrictions set forth in Stark II. However, lithotripsy facilities operated by
the Company frequently operate on hospital campuses, and it is possible to
conclude that such services are "inpatient and outpatient hospital services" --
a category of proscribed services within the meaning of Stark II. Similarly,
physicians frequently perform endoscopic procedures in the procedure rooms of
the Company's surgery centers, and it is also possible to construe these
services to be "designated health services". While the Company does not believe
that Stark II was intended to apply to such services, if that were determined to
be the case, the Company intends to take steps necessary to cause the operation
of its facilities to comply with the law.

The Company cannot predict whether other regulatory or statutory provisions
will be enacted by federal or state authorities which would prohibit or
otherwise regulate relationships which the Company has established or may
establish with other healthcare providers or the possibility of materially
adverse effects on its business or revenues arising from such future actions.
Management of the Company believes, however, that the Company will be able to
adjust its operations so as to be in compliance with any regulatory or statutory
provision as may be applicable. See "Business -- Sources of Revenues" and
"Business -- Patient Care Services".

Insurance

Beginning December 1, 1993, the Company became self-insured for professional
liability and comprehensive general liability. The Company purchased coverage
for all claims incurred prior to December 1, 1993. In addition, the Company
purchased underlying insurance which would cover all claims once established
limits have been exceeded. It is the opinion of management that at August 31,
1995, the Company has adequate reserves to cover losses on asserted and
unasserted claims. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations".

Employees

As of August 31, 1995, the Company employed 22,531 persons, of whom 14,803
were full-time employees and 7,728 were part-time employees. Of the above
employees, 412 are employed at the Company's headquarters in Birmingham,
Alabama. Except for approximately 100 employees at one rehabilitation hospital
(about 20% of that facility's workforce), none
of the Company's employees is
represented by a labor union, andproceeds from the Company is not awaresale of any current
activities to organize its employees at other facilities. ManagementShares offered hereby.

SELLING STOCKHOLDERS

After completion of the Company considers the relationship between the Company and its employees to be
good.

Legal Proceedings

In the ordinary course of its business, the Company may be subject, from time
to time, to claims and legal actions by patients and others. The Company does
not believe that any such pending actions, if adversely decided, would have a
material adverse effect on its financial condition. See "Business -- Insurance"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" for a description of the Company's insurance coverage arrangements.

From time to time, the Company appeals decisions of various rate-making
authorities with respect to Medicare rates established for the Company's
facilities. These appeals are initiated in the ordinary course of business.
Management believes that adequate reserves have been established for possible
adverse decisions on any pending appeals and that the outcomes of currently
pending appeals, either individually or in the aggregate,offering, no Selling Stockholder will have no material
adverse effect on the Company's operations.

Properties

The Company's executive offices currently occupy approximately 120,000 square
feet of leased space in Birmingham, Alabama. In August 1995, the Company
announced plans to construct new executive offices on property acquired by the
Company earlier in the year. The expanded executive offices are expected to be
fully available by December 1996. All of the Company's outpatient operations are
carried out in leased facilities, except for its outpatient rehabilitation
facilities located in Birmingham and Montgomery, Alabama, Orlando, Florida and
one of its facilities in Baltimore, Maryland. The Company owns 33 of its
inpatient rehabilitation facilities and leases or operates under management
contracts 44 of its inpatient rehabilitation facilities. The Company constructed
its rehabilitation hospitals in Florence and Columbia, South Carolina, Kingsport
and Nashville, Tennessee, Concord, New Hampshire, and Dothan, Alabama on
property leased under long-term ground leases. The property on which the
Company's Memphis, Tennessee rehabilitation hospital is located is owned in
partnership by the Company and Methodist Hospitals of Memphis. The Company owns
its four medical center facilities in Birmingham, Alabama, Richmond, Virginia
and Miami, Florida and leases its medical center facility in Dallas, Texas. The
Company currently owns, and from time to time may acquire, certain other
improved and unimproved real properties in connection with its business. See
Notes 4 and 6 of "Notes to Consolidated Financial Statements" for information
with respect to the properties owned by the Company and certain indebtedness
related thereto.

In Management's opinion, the Company's physical properties are adequate for
the Company's needs for the foreseeable future, and are consistent with the
Company's expansion plans described elsewhere in this Prospectus. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations".

The following table sets forth a listing of the Company's patient care
services locations at August 31, 1995:

Inpatient
Outpatient Rehabilitation
Rehabilitation Facilities Medical Surgery Diagnostic Other
State Market Centers(1) (Beds) (2) Centers (Beds)(2) Centers Centers Services
----- ------ ---------- ---------- -------- -------- ---------- --------

Alabama Birmingham 6 6(225) 1(219)
Dothan 1(34)
Auburn 1
Valley 1
Opelika 1
Florence 2
Gadsden 2
Huntsville 3 1(50)
Mobile 2
Montgomery 1 1(80)
Muscle Shoals 1
Tuscaloosa 1 1 1

Arizona Tucson 2 1(80)
Phoenix 4 1(60) 1
Scottsdale 3 1(43)

Arkansas Fort Smith 1(80)
Little Rock 1

California Bakersfield 1(60)
Fresno 2
Huntington 2 1
Marina Del Rey 1 2
Newport Beach 1
Redding 1
San Carlos 1

San Diego 2 3
San Francisco 1 1
Santa Rosa 2
Van Nuys 2
Woodland Hills 1

Colorado Colorado
Springs 6
Englewood 3
Longmont 1
Wheat Ridge 4
Denver 3 2
Fort Collins 2

Connecticut Fairfield 1

District of
Columbia Washington 1 1

Florida Boca Raton 2 2

Fort Lauderdale 1 1(108) 1
Jacksonville 2
Lake Worth 1
Largo 1(40)
Melbourne 3 1(80) 1
Merritt Island 3
Panama City 3
Coral Gables 2
Miami 2 2(165) 2(397) 1 1 1
Naples 1
Ocala 2
Ocoee 2 1
Orlando 6 2
Palm Bay 2
Port St. Lucie 3 1
Sarasota 2 1(60) 1
Tallahassee 2 1(70)
Tampa 4
Tarpon Springs 1
Vero Beach 1 1(70) 1
West Palm Beach 2 1

Georgia Atlanta 6 1(14) 3 1
Columbus 1
Macon 2 2(75)

Idaho Boise 1 (3)

Illinois Caronbdale 1
Palos Heights 2
Wilmette 2 1
Arlington
Heights 4 1
Elgin 3
DuPage 2
Columbia 2

Indiana Evansville 1(80)
Muncie 8

Iowa Des Moines 3

Kansas Leawood 1 1
Kansas City 2
Great Bend 1

Kentucky Edgewood 1(40)
Louisville 2

Louisiana Baton Rouge 1 1(43)
Metairie 1
Shreveport 1

Maine Bangor 2

Maryland Baltimore 10 1
Barlow 1
Chevy Chase 1
Rockville 1 1
Salisbury 1(44)
Wheaton 1

Massachusetts Abington 1

Michigan Monroe 1

Mississippi Jackson 1
Pascagoula 1
Meridian 1

Missouri Cape Girardeau 3
Columbia 3
Blue Springs 1
Kansas City 2(21)
27

Lake Ozark 1
Springfield 3
St. Louis 15 1(26) 4 2

Nebraska Omaha 2

Nevada Las Vegas 2

New Hampshire Bedford 3
Dover 2
Manchester 1
Concord 1 1(100)

New Jersey Atlantic City 1
Bridgewater 1 1
Brunswick 1 1(15)
Edison 2
Emerson 2
Haddonfield 1
Linden 2
Madison 1
Manahawkin 1
North Bergen 1
Newton 1
Paramus 2
Tinton Falls 1
Toms River 1 1(155)
Upper Saddle
River 2
Washington 1

New Mexico Albuquerque 3 1(60)

New York Syracuse 1
Liverpool 1
Monsey 1
Pulaski 1
Huntington 1

North
Carolina Asheville 1
Charlotte 1
Kingston 1(17)
Concord 1
Statesville 1

Ohio Ashtabula 1
Cincinnati 1
Dayton 1
Toledo 1
Lorain 5

Oklahoma Oklahoma City 4 1(111) 2 1
Ada 2
Tulsa 2 1
Weatherford 1

Ontario,
Canada Etabicoke 1

Pennsylvania Altoona 2 1(66)
Erie 1 2(207)
Harrisburg 3
Mechanicsburg 2 2(201)
Pittsburgh 6 1(89)
Pleasant Gap 4 1(88)
York 3 1(88)

South
Carolina Charleston 1(36)
Columbia 2 1(89)
Florence 1 1(88)
Lancaster 2(54)

Tennessee Chattanooga 3 1(80) 1
Clarksville 1

Kingsport 1(50)
Knoxville 2
Dyersburg 1
Collierville 1
Union City 1
Martin 1(40)
Memphis 4 1(80)
Nashville 2 1(80)

Texas Amarillo 1
Arlington 2 1(60)
Austin 5 1(80) 1
Beaumont 1
Dallas 3 3(175) 1(96) 1 1
El Paso 1
Fort Worth 2 1(60) 1
Houston 11 2(186) 5 1 1
Midland 1(60)
San Antonio 10 3(127) 1 5
Texarkana 1 1(60)
Waco 2
Victoria 1

Utah Sandy 1 1(86)

Virginia Alexandria 1
Arlington 1
Richmond 2 3(84) 1(200) 1 1
Roanoke 1
Tyson 1
Virginia Beach 3
Warrenton 1

West Virginia Huntington 1(40)
Morgantown 1(80)
Parkersburg 1(40)
Princeton 1(40)

Wisconsin Green Bay 1

(1) Includes freestanding outpatient centers and their satellites and
outpatient satellites of inpatient rehabilitation facilities.

(2) "Beds" refers to the number of beds for which a license or certificate
of need has been granted, which may vary materially from beds available
for use.

(3) Under construction.

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information with respect to the
Company's Directors and executive officers.

A Director or
Name Age All Positions With the Company Officer Since
------------------------ ----- --------------------------------------------- -----------------

Richard M. Scrushy...... 43 Chairman of the Board, Chief Executive
Officer and Director 1984

James P. Bennett........ 37 President and Chief Operating Officer 1991
Executive Vice President and Chief Financial

Aaron Beam, Jr.......... 51 Officer and Director 1984

Anthony J. Tanner....... 46 Executive Vice President -- Administration

Thomas W. Carman........ 44 and Secretary and Director 1984
Executive Vice President -- Corporate
Development 1985

P. Daryl Brown.......... 40 President -- HEALTHSOUTH Outpatient Centers 1986

Russell H. Maddox....... 54 President -- HEALTHSOUTH Surgery & Imaging
Centers 1995

William T. Owens........ 36 Senior Vice President -- Finance and
Controller 1986

Michael D. Martin....... 35 Senior Vice President -- Finance and
Treasurer 1989

William W. Horton....... 35 Group Vice President -- Legal Services and
Assistant Secretary 1994

Phillip C. Watkins, M.D. 53 Director 1984

George H. Strong........ 69 Director 1984

C. Sage Givens.......... 38 Director 1985

Charles W. Newhall III . 50 Director 1985

Larry R. House.......... 52 Director 1985

John S. Chamberlin...... 67 Director 1993

Richard F. Celeste...... 57 Director 1991

Richard M. Scrushy, one of the Company's management founders, has served as
Chairman of the Board and Chief Executive Officer of the Company since 1984, and
also served as President of the Company from 1984 until March 1995. From 1979 to
1984, Mr. Scrushy was with Lifemark Corporation, a publicly-traded healthcare
corporation, serving in various operational and management positions. Mr.
Scrushy is also a director of Integrated Health Services, Inc. and MedPartners,
Inc., both publicly-traded healthcare corporations, and Chairman of the Board of
Capstone Capital, Inc., a publicly-traded real estate investment trust. He also
serves on the boards of directors of several privately-held healthcare
corporations.

James P. Bennett joined the Company in May 1991 as Director of Inpatient
Operations, was promoted to Group Vice President -- Inpatient Rehabilitation
Operations in September 1991, to President and Chief Operating Officer --
HEALTHSOUTH Rehabilitation Hospitals in June 1992, to President -- HEALTHSOUTH
Inpatient Operations in February 1993 and to President and Chief Operating
Officer of the Company in March 1995. Mr. Bennett was elected a Director in
February 1993. From

August 1987 to May 1991, Mr. Bennett was employed by Russ Pharmaceuticals, Inc.,
Birmingham, Alabama, as vice president -- operations, chief financial officer,
secretary and director. Mr. Bennett served as a certified public accountant on
the audit staff of the Birmingham, Alabama office of Ernst & Whinney (now Ernst
& Young LLP) from October 1980 to August 1987.

Aaron Beam, Jr., C.P.A., a management founder, serves as Executive Vice
President and Chief Financial Officer of the Company and was elected a Director
in February 1993. From 1980 to 1984, Mr. Beam was employed by Lifemark
Corporation in several financial and operational management positions for the
Shared Services Division, including division controller. Mr. Beam is a director
of Ramsey Healthcare, Inc., a publicly-traded healthcare corporation.

Anthony J. Tanner, Sc.D., a management founder, serves as Executive Vice
President -- Administration and Secretary of the Company and was elected a
Director in February 1993. From 1980 to 1984, Mr. Tanner was with Lifemark
Corporation in the Shared Services Division as director, clinical and
professional programs (1982-1984) and director, quality assurance and education
(1980-1982), where he was responsible for the development of clinical programs
and marketing programs.

Thomas W. Carman joined the Company in 1985 as Regional Director -- Corporate
Development, and now serves as Executive Vice President -- Corporate
Development. From 1983 to 1985, Mr. Carman was director of development for
Medical Care International. From 1981 to 1983, Mr. Carman was assistant
administrator at the Children's Hospital of Birmingham, Alabama.

P. Daryl Brown, President -- HEALTHSOUTH Outpatient Centers, joined the
Company in April 1986 and served until June 1992 at Group Vice President --
Outpatient Operations. He was elected as a Director in March 1995. From 1997 to
1986, Mr. Brown served with the American Red Cross, Alabama Region, in several
positions, including chief operating officer, administrative director for
finance and administration and controller.

Russell H. Maddox became President -- HEALTHSOUTH Surgery & Imaging Centers
in June 1995. From January 1992 until May 1995, Mr. Maddox served as Chairman of
the Board, President and Chief Executive Officer of Diagnostic Health
Corporation, an outpatient diagnostic imaging company. Mr. Maddox was founder
and president of Russ Pharmaceuticals, Inc., located in Birmingham, Alabama. In
March 1989, the company was acquired by Ethyl Corporation of Richmond, Virginia.

William T. Owens, C.P.A., joined the Company in March 1986 as Controller and
was appointed Vice President and Controller in December 1986. He was appointed
Group Vice President -- Finance and Controller in June 1992 and became Senior
Vice President -- Finance and Controller in February 1994. Prior to joining the
Company, Mr. Owens served as a certified public accountant on the audit staff of
the Birmingham, Alabama office of Ernst & Whinney (now Ernst & Young LLP) from
1981 to 1986.

Michael D. Martin joined the Company in October 1989 as Vice President and
Treasurer, and was named Senior Vice President -- Finance and Treasurer in
February 1994. From 1983 through September 1989, Mr. Martin specialized in
healthcare lending with AmSouth Bank N.A., Birmingham, Alabama, where he was a
vice president immediately prior to joining the Company. Mr. Martin is a
director of Capstone Capital, Inc., a publicly-traded real estate investment
trust.

William W. Horton joined the Company in July 1994 as Group Vice President --
Legal Services. From August 1986 through June 1994, Mr. Horton practiced
corporate, securities and healthcare law with the Birmingham, Alabama-based firm
of Haskell Slaughter Young & Johnston, Professional Association, where he served
as chairman of the healthcare practice group.

Phillip C. Watkins, M.D., FACC, is and has been in private practice forown more than
five years with Cardiovascular Associates, P.C. in Birmingham, Alabama. A
graduate1% of The Medical College of Alabama, Dr. Watkins is a Diplomate of the
American Board of Internal Medicine. He is also a Fellow of the American College
of Cardiology.

George H. Strong retired as senior vice president and chief financial officer
of Universal Health Services, Inc. in December 1984, a position he held for more
than six years. Mr. Strong is a private investor and continued to act as a
director of Universal Health Services, Inc., a publicly-traded hospital

management corporation, until 1993. Mr. Strong is also a director of Core Funds,
a public mutual fund group, Integrated Health Services, Inc., a publicly-traded
healthcare corporation, and AmeriSource, Inc., a large drug wholesaler.

C. Sage Givens is a general partner of Acacia Venture Partners, a private
venture capital fund capitalized at $66,000,000. From 1983 to June 30, 1995, Ms.
Givens was a general partner of First Century Partners, a private venture
capital fund capitalized at $100,000,000. Ms. Givens managed the fund's
healthcare investments. Ms. Givens serves on the boards of directors of PhyCor,
Inc. a publicly-traded healthcare corporation, and several private healthcare
companies.

Charles W. Newhall III is a general partner and founder of New Enterprise
Associates Limited Partnerships, Baltimore, Maryland, where he has been engaged
in the venture capital business since 1978. Mr. Newhall is also a director of
Integrated Health Services, Inc., MedPartners, Inc. and Opta Food Ingredients,
Inc., all of which are publicly-traded corporations.

Larry R. House is Chairman of the Board, President and Chief Executive
Officer of MedPartners, Inc., a publicly-traded physician practice management
firm, a position he assumed as his principal occupation in August 1993. Mr.
House was elected a Director of the Company in February 1993. At the same time
he became President -- HEALTHSOUTH International, Inc., and New Business
Ventures, a position which he held until August 31, 1994, when he terminated his
employment with the Company to concentrate on his duties at MedPartners. Mr.
House joined the Company in September 1985 as Director of Marketing,
subsequently served as Senior Vice President and Chief Operating Officer of the
Company, and in June 1992 became President and Chief Operating Officer --
HEALTHSOUTH Medical Centers. Prior to joining the Company, Mr. House was
president and chief executive officer of a provider of clinical contract
management services for more than ten years.

John S. Chamberlin retired in 1988 as president and chief operating officer
of Avon Products, Inc., a position he had held since 1985. From 1976 until 1985,
he served as chairman and chief executive officer of Lenox, Incorporated, after
22 years in various assignments from General Electric. From 1990 to 1991, he
served as chairman and chief executive officer of New Jersey Publishing
Incorporated. Mr. Chamberlin is chairman of the board of Life Fitness Company
and WNS, Inc., and is a director of Seasons, Inc., the Scotts Company, The
Robbins Company and Sports Holdings Corp. He is a member of the Board of
Trustees of the Medical Center at Princeton and the Board of Overseers of
Parsons School of Design and is a trustee of the Woodrow Wilson National
Fellowship Foundation.

Richard F. Celeste originally joined the Board of Directors in 1991, took a
leave of absence from the Board of Directors in August 1993 to head the
Democratic National Committee's healthcare reform campaign, and rejoined the
Company in May 1994. He is a principal of Celeste and Sabaty, Ltd., a business
advisory firm located in Columbus, Ohio, which assists United States companies
in building strategic business alliances in Europe, Africa, South Asia and the
Pacific Rim. He served as Governor of Ohio from 1983 to 1991, during which time
he chaired the National Governors' Association Committee on Science and
Technology, and directed the United States Peace Corps from 1979 to 1981. He is
a member of the Advisory Council of the Carnegie Commission on Science,
Technology and Government, and chairs Carnegie's Task Force on Science,
Technology and the States. He is a director of Navistar International, Inc. and
Republic Engineered Steels, Inc., both of which are publicly-traded companies.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 150,000,000 shares of
Common Stock, par value $.01 per share, and 1,500,000 shares of Preferred Stock,
par value $.10 per share. See "Capitalization".

Common Stock

The holders of Common Stock are entitled to participate equally in dividends
when and as declared by the Board of Directors out of funds legally available
therefor and, in the event of liquidation or distribution of assets of the
Company, are entitled to share ratably in such assets remaining after payment of
liabilities. Stockholders are entitled to one vote per share. The holders of
Common Stock have no conversion, preemptive or other subscription rights, and
there are no redemption or sinking fund provisions with respect to such stock.
The outstanding shares of Common Stock are, and when issued and paid for, the
shares offered by the Company in this Offering will be, fully paid and
nonassessable. The rights, preferences and privileges of holders of Common Stock
are subject to, and may be adversely affected by, the rights of the holders of
shares of any series of Preferred Stock that the Company may designate and issue
in the future.

Preferred Stock

The Board of Directors has the authority to issue Preferred Stock in one or
more series and to fix the rights, preferences, privileges and restrictions,
including the dividend rights, dividend rate, conversion rights, voting rights,
terms of redemption, redemption price or prices, liquidation preferences and the
number of shares constituting any series or the designation of such series,
without any further vote or action by the stockholders. Issuance of shares of
Preferred Stock, while providing flexibility in connection with possible
acquisition and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or of discouraging a third party
from acquiring, a majority of the outstanding voting stock of the Company.

Any
such issuance could also adversely affect12

NUMBER OF NUMBER OF NUMBER OF
SHARES SHARES SHARES
BENEFICIALLY COVERED BY TO BE HELD
SELLING STOCKHOLDERS OWNED THIS PROSPECTUS AFTER OFFERING
- --------------------------------------------------- -------------- ----------------- ---------------

ACI Profit Sharing Plan & Trust .................. 847 847 0
Robert G. Aitkens .............................. 847 847 0
Doug Altenbern ................................. 4,236 4,236 0
Robert G. Anderson .............................. 847 847 0
David F. Apple ................................. 2,541 2,541 0
John R. Atwell ................................. 491 491 0
David W. Banks ................................. 847 847 0
James K. Bennett ................................. 847 847 0
John E. Blount ................................. 3,375 3,375 0
James L. Chappuis .............................. 847 847 0
Jay S. Coffsky ................................. 847 847 0
Cynthia S. Crawford .............................. 406 406 0
Joseph P. Crawford .............................. 406 406 0
Jerry Domescik ................................. 847 847 0
Gary L. Durday ................................. 2,541 2,541 0
Daphne Berry Eaton .............................. 847 847 0
James T. Fajkus ................................. 254 254 0
Muhammad Farooq and Mirjana Farooq ............... 169 169 0
Charles M. Fischman and Carol Fischman ......... 491 491 0
William H. Frazier .............................. 491 491 0
William H. Frazier and Jean F. Frazier ......... 1,694 1,694 0
Michael Charles Garovich, III .................. 847 847 0
Georgia Urology Profit Sharing Plan ............ 1,694 1,694 0
Charles R. Gershon .............................. 2,329 2,329 0
Michael E. Glasscock ........................... 5,930 5,930 0
Heidi D. Gorsuch and Steven H. Lewis ............ 491 491 0
Bruce G. Green ................................. 847 847 0
Vickie Rae Gropper .............................. 1,694 1,694 0
Mark A. Haber .................................... 423 423 0
William M. Harper, IV ........................... 2,118 2,118 0
Don W. Hebard .................................... 2,965 2,965 0
Charles A. Henderson ........................... 847 847 0
Lucius Wells Heriot, Jr. ........................ 94 94 0
HIC Holdings, Inc. c/o Stanley Crossland ......... 2,626 2,626 0
Eugene H. Hirsh ................................. 847 847 0
Larry D. Iverson ................................. 1,694 1,694 0
J.G. Keating .................................... 1,270 1,270 0
Arie Kohn ....................................... 423 423 0
William C. Lang and Martha M. Lang ............... 1,694 1,694 0
Joyce Legieza .................................... 508 508 0
Leslie S. Leighton and Deborah G. Leighton ...... 2,541 2,541 0
James R. Leininger .............................. 74,694 74,694 0
James M. Libby ................................. 1,270 1,270 0
Trust: Jeffrey I. Libby ........................ 211 211 0
Trust: R. Scott Libby ........................... 211 211 0
Trust: Russell P. Libby ........................ 211 211 0
Trust: Valerie R. Libby ........................ 211 211 0

Marc E. Lieberman ........................... 491 491 0
Ann McClellan Longhurst ..................... 423 423 0
Robert D. Marcus .............................. 2,118 2,118 0
Robert A. Marwick ........................... 847 847 0
Robert T. McClellan ........................... 423 423 0
David D. McClellan ........................... 3,375 3,375 0
John Wesley McClellan ........................ 423 423 0
Paul S. McCullough ........................... 25,416 25,416 0
MedCare Investment Fund, Inc. ............... 611,035 611,035 0
Jerald F. Mitchell ........................... 847 847 0
Hardy Morgan ................................. 1,694 1,694 0
Rock A. Morphis .............................. 3,375 3,375 0
Elias N. Nasr ................................. 169 169 0
NationsBanc Capital Corporation ............... 149,388 149,388 0
George K. Nichols ........................... 491 491 0
William K. Panakos ........................... 491 491 0
Nicholas J. Patronas and Diane Patronas ...... 847 847 0
Stephen Elliott Puckette, Jr. ............... 94 94 0
Radiology Nine .............................. 564 564 0
Jack S. Rice ................................. 423 423 0
M.L. Richardson III, as custodian
for Kathryn Richardson ..................... 42 42 0
M.L. Richardson III, as custodian for
Shelly Richardson ........................... 42 42 0
Albert Rodewald .............................. 3,375 3,375 0
Howard A. Rottenbereg ........................ 847 847 0
Arnold B. Rubenstein ........................ 847 847 0
P.E. Sadler ................................. 6,354 6,354 0
Dana I. Sakalas .............................. 847 847 0
Romas Sakalas ................................. 491 491 0
William M. Scaljon ........................... 1,694 1,694 0
Raymond L. Schettino ........................ 847 847 0
Roy S. Schottenfeld ........................... 847 847 0
Jerry H. Schulze .............................. 423 423 0
Michaela G. Scott ........................... 491 491 0
Sidney M. Seltzer ........................... 847 847 0
Steven L. Sisko .............................. 1,016 1,016 0
Patricia F. Sloan MLPF & S Cust. fpo
Patricia Sloan IRRA fbo Patricia Sloan ...... 2,541 2,541 0
Bruce Stein ................................. 1,906 1,906 0
Reliance Trust Company, IRA Cust.
FBO Bruce Stein .............................. 1,059 1,059 0
H. Carlton Stinson ........................... 2,358 2,358 0
William Stump ................................. 5,930 5,930 0
Terry L. Swezey .............................. 211 211 0
Harvey B. Tauber .............................. 847 847 0
Alan S. Terlinsky and Joan Terlinsky ......... 847 847 0
Charles O. Tubbs .............................. 94 94 0

Mike Owens Tyler, Jr. ..................... 2,541 2,541 0
Money Purchase Pension Plan and
Trust of Mike O. Tyler, Jr. ............... 847 847 0
Reliance Trust, Trustee for Mike O. Tyler, Jr.
SEP-IRA .................................... 847 847 0
Wayne L. Wampler ........................... 338 338 0
Robert B. Wilcox ........................... 847 847 0
SEP-IRA FBO N. Al Wilson .................. 847 847 0
Daniel M. Wilson ........................... 1,694 1,694 0
Mary K. Wood .............................. 4,236 4,236 0
Barry M. Zisholtz ........................... 847 847 0
Total ....................................... 984,189 984,189 0

PLAN OF DISTRIBUTION

The Shares of HEALTHSOUTH Common Stock may be offered and sold by or for
the voting poweraccount of the holdersSelling Stockholders from time to time as market conditions
permit on the NYSE, or otherwise, at prices and on terms then prevailing or in
negotiated transactions. Some or all of the Common Stock. The Board of Directors has no present intention of issuing any
shares of Preferred Stock.

Fair Price Provision

The Company's Restated Certificate of Incorporation contains certain
provisions requiring supermajority stockholder approval to effect specified
extraordinary corporate transactions unless certain conditions are met. The
Restated Certificate of Incorporation requires the affirmative vote of 66 2/3 %
of all shares entitled to vote in the election of Directors to approve a
"business combination" with any "other entity" that is the beneficial owner,
directly or indirectly, of more than 20% of the outstanding shares of the
Company entitled to vote in the election of Directors. For purposes of this
restriction, a "business combination" includes: (a) the sale, exchange, lease,
transfer or other disposition by the Company of all, or substantially all, of
its assets or businesses; (b) any merger or consolidation of the Company; and
(c) certain sales of Common Stock in exchange of cash, assets, securities or any
combination thereof. An "other entity" is defined to include, generally, any
corporation, person or entity, and any affiliate or associate of such
corporation, person or entity.

The foregoing supermajority vote shall not be required where, in the business
combination, (i) stockholders of the Company receive consideration per share not
less than the highest per share price paid by the other entity in acquiring any
of its holdings of Common Stock (subject to certain adjustments upward) and (ii)
certain other requirements, designed to prevent the other entity from receiving
disproportionate gains in connection with the business combination, are
satisfied.

The provisions of the Company's Restated Certificate of Incorporation
described in the preceding paragraphs, and its Bylaws,Shares may be amended or
repealed only the affirmative vote of 66-2/3% of the shares entitled to vote
thereon.

The effect of the foregoing provisions is to make it more difficult for a
person, entity or group to effect a change in control of the Company through the
acquisition of a large block of voting stock, or to effect a merger or other
acquisition that is not approvedsold by a majority of the Company's Directors

serving in office prior to the acquisition by the other entity of 5%one or more of
the Company's stock. In addition, holdersfollowing methods, without limitation: (a) a block trade in which a broker
or dealer so engaged will attempt to sell the shares as agent, but may position
and resell a portion of the Company's 5% Convertible
Subordinated Debentures due 2001 (the "Debentures") haveblock as principal to facilitate the righttransaction;
(b) purchases by a broker or dealer (including a market maker) as principal and
resale by such broker or dealer for its account pursuant to requirethis Prospectus; (c)
ordinary brokerage transactions and transactions in which the Companybroker solicits
purchasers; and (d) face-to-face transactions between sellers and purchasers
without a broker-dealer. In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to redeemparticipate.
Such brokers or dealers may receive commissions or discounts from the Debentures at 100%Selling
Stockholders in amounts to be negotiated. Such brokers and dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the principal amount thereof,
plus accrued interest, upon the occurrence of certain events involving a sale or
merger of the Company, unless holders of Common Stock shall receive an amount
per share at least equal to the conversion price of the Debentures in effect on
the date such sale or merger is consummated. Such holders' redemption option may
impede certain forms of takeovers if the potential acquiror is unable to finance
the redemption of the Debentures.

Section 203 of the DGCL

The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware (the "DGCL"). That section provides, with certain
exceptions, that a Delaware corporation may not engage in any of a broad range
of business combinations with a person or affiliate or associate of such person
who is an "interested stockholder" for a period of three years from the date
that such person became an interested stockholder unless: (i) the transaction
resulting in a person's becoming an interested stockholder, or the business
combination, is approved by the board of directors of the corporation before the
person becomes an interested stockholder, (ii) the interested stockholder
acquires 85% or more of the outstanding voting stock of the corporation in the
same transaction that makes it an interested stockholder (excluding shares held
by directors, officers and certain employee stock ownership plans); or (iii) on
or after the date the person becomes an interested stockholder, the business
combination is approved by the corporation's board of directors and by the
holders of at least 66-2/3% of the corporation's outstanding voting stock at an
annual or special meeting, excluding shares owned by the interested stockholder.
An "interested stockholder" is defined to include any person, and the affiliates
and associates of such person that (i) is the owner of 15% or more of the
outstanding voting stock of the corporation or (ii) is an affiliate or associate
of the corporation at any time within the three-year period immediately prior to
the date on which it is sought to be determined whether such person is an
interested stockholder. It is anticipated that the provisions of Section 203 of
the DGCL may encourage companies or others interested in acquiring the Company
to negotiate in advance with the Company's Board of Directors, since the
stockholder approval requirement would be avoided if a majority of the directors
then in office approve either the business combination or the transaction which
results in the acquiror's becoming an interested stockholder.

Transfer Agent

The transfer agent and registrar for the Common Stock is Chemical Bank, New
York, New York.

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, each of
the Underwriters named below has severally agreed to purchase from the Company,
and the Company has agreed to sell to such Underwriter, the respective number of
shares of Common Stock set forth opposite the name of such Underwriter.

Number of
Underwriter Shares
-------------- ------------
Smith Barney Inc.....................
Merrill Lynch, Pierce, Fenner &
Smith Incorporated...................
Morgan Stanley & Co. Incorporated ..

------------
Total................................ 11,000,000
============

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock
offered hereby are subject to approval of certain legal matters by their counsel
and to certain other conditions. The Underwriters are obligated to take and pay
for all shares of Common Stock offered hereby (other than those covered by the
over-allotment option described below) if any such shares are purchased.

The Underwriters, for whom Smith Barney Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. Incorporated are acting as the
representatives (the "Representatives"), propose to offer part of the shares of
Common Stock directly to the public at the public offering price set forth on
the cover page of this Prospectus and part of the shares to certain dealers at
the price that represents a concession not in excess of $______ per share under
the public offering price. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $ ______ per share to certain other
dealers.

The Company has granted to the Underwriters an option, exercisable for 30
days from the date of this Prospectus, to purchase up to 1,650,000 shares of
Common Stock at the price to public set forth on the cover page of this
Prospectus minus the underwriting discounts and commissions. The Underwriters
may exercise such option solely for the purpose of covering over-allotments, if
any,Securities Act, in connection with such sales.

Upon the OfferingSelling Stockholders notifying the Company that any material
arrangement has been entered into with a broker-dealer for the sale of the shares offered hereby. To the extent
such option is exercised, each UnderwriterShares
through a cross or block trade, a supplemental prospectus will be obligated, subject to certain
conditions, to purchase approximately the same percentage of such additional
shares as the number of shares set forth opposite each Underwriter's name in the
preceding table bears to the total number of shares listed in such table.

The Company has agreed that it will not offer, sell, contract to sell or
otherwise dispose of any shares of Common Stock or rights to purchase Common
Stock, except pursuant to the grant or exercise of optionsfiled under
the Company's
stock option plans, shares of Common Stock issuable upon conversion of the
Company's outstanding Debentures, and 1,777,778 shares issuable in connection
with the acquisition of SSCI for a period of 90 days from the date of this
Prospectus without the prior written consent of the Underwriters.

The Company has agreed to indemnify the Underwriters and certain related
persons against certain liabilities, including liabilitiesRule 424(c) under the Securities Act, of 1933, or to contribute to payments thatsetting forth the Underwriters may be required
to make in respect thereof.

Smith Barney Inc., onename of the
Underwriters, hasparticipating broker-dealer(s), the number of Shares involved, the price at
which such Shares were sold by the Selling Stockholders, the commissions paid or
discounts or concessions allowed by the Selling Stockholders to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in the past performed, and is
currently performing, investment banking services for the Company for which it
is receiving customary fees.

LEGAL MATTERS

Haskell Slaughter Young & Johnston, Professional Association, Birmingham,
Alabama, counsel to the Company, has passed on certain legal matters in
connection with the shares of Common Stock offered hereby. Pillsbury Madison &
Sutro, San Francisco, California, is acting as counsel to the Underwriters in
connection with certain legal matters relating to the shares of Common Stock
offered hereby. At June 30, 1995, attorneys with the firm of Haskell Slaughter
Young & Johnston, Professional Association, owned beneficially an aggregate of
9,930 shares of the Company's Common Stock and held options issued under the
1993 Consultants Stock Option Plan to purchase an additional 15,000 shares of
Common Stock.Prospectus.

EXPERTS

The consolidated financial statements and schedule of HEALTHSOUTH at
December 31, 1996 and 1995, and for each of the Company and its
subsidiariesthree years in the period ended
December 31, 1996, appearing in HEALTHSOUTH's Annual Report (Form 10-K/A) for
the year ended December 31, 1996 and the supplemental consolidated financial
statements of Rehab Systems Company
appearing or incorporated by referenceHEALTHSOUTH included in this Prospectus and Registration
Statementits Current Report on Form 8-K/A dated
August 26, 1997, have been audited by Ernst & Young LLP, independent auditors,
to the
extent indicatedas set forth in their reportsreport thereon also appearing elsewhereincorporated herein and in
the Registration Statement or incorporated by reference. Such
consolidated financial statements have been includedand schedule are incorporated herein or incorporated by
reference in reliance upon such reportsreport given upon the authority of such firm as
experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There are hereby incorporated by reference in this Prospectus the following
documents, all of which were previously filed by the Company with the Commission
(File No. 1-10315).

1. The Company's Annual Report on Form 10-K, as amended, for the fiscal year
ended December 31, 1994.

2. The Company's Quarterly Reports on Form 10-Q, as amended, for the quarters
ended March 31 and June 30, 1995.

3. The Company's Current Report on Form 8-K, as amended, filed January 13,
1995 (relating to the ReLife Acquisition).

4. The Company's Current Report on Form 8-K, as amended, filed February 1,
1995 (relating to the SHC Acquisition).

5. The Company's Current Report on Form 8-K, as amended, filed February 21,
1995 (relating to the NovaCare Hospitals Acquisition).

6. The Company's Current Report on Form 8-K, as amended, filed August 15,
1995 (relating to the SHC Acquisition).

7. The Company's Current Report on Form 8-K filed on September 7, 1995
(relating to the acquisition of Sutter Surgery Centers, Inc.).

Additionally, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering made hereby shall be deemed to be incorporated by reference into
this Prospectus. Any statement contained in a previously filed document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
modifies or replaces such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or replaced, to constitute
a part of this Prospectus.

The Company undertakes to provide without charge to any person to whom a copy
of this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any or all of the documents which have been or may be
incorporated by reference into this Prospectus, other than exhibits to such
documents. Written or oral requests for such copies should be directed to
Anthony J. Tanner, Executive Vice President and Secretary, at the executive
offices of the Company, which are located at Two Perimeter Park South,
Birmingham, Alabama 35243 (telephone (205) 967-7116).

The Company has filed with the Commission a registration statement on Form
S-3 under the Securities Act of 1933 with respect to the shares of Common Stock
offered hereby (the "Registration Statement"). This Prospectus does not contain
all of the information set forth in the Registration Statement. For further
information pertaining to the shares of Common Stock offered hereby and the
Company, reference is made to the Registration Statement, including the exhibitsconsolidated financial statements and financial statement schedules filed therewith. The statements contained in
this Prospectus concerning any contract or other document are not necessarily
complete. Where such contract or other document is an exhibit to the
Registration Statement, each such statement is qualified in all respects by the
provisionsschedule of
such exhibit.

INDEX TO FINANCIAL STATEMENTS

HEALTHSOUTH Corporation and Subsidiaries

Consolidated Financial Statements Page
--------------------------------- -----

Years ended December 31, 1992, 1993 and 1994
Report of Independent Auditors ......................................... F-2
Consolidated Balance Sheets ............................................ F-3
Consolidated Statements of Income ...................................... F-4
Consolidated Statements of Stockholders' Equity ........................ F-5
Consolidated Statements of Cash Flows .................................. F-6
Notes to Consolidated Financial Statements ............................. F-8

Six months ended June 30, 1994 and 1995
Consolidated Balance Sheet (unaudited) ................................. F-24
Consolidated Statements of Income (unaudited) .......................... F-25
Consolidated Statements of Cash Flows (unaudited) ...................... F-26
Notes to Consolidated Financial Statements (unaudited) ................. F-27

Pro Forma Financial Information......................................... F-30
Pro Forma Condensed Combined Income Statement........................... F-31
Notes to Pro Forma Condensed Financial Information...................... F-32

F-1

Report of Ernst & Young LLP, Independent Auditors

The Board of Directors
HEALTHSOUTH Corporation

We have audited the accompanying consolidated balance sheets of HEALTHSOUTH
Corporation and SubsidiariesHorizon/CMS as of DecemberMay 31, 19931997 and 1994,1996, and the related
consolidated statements of income, stockholders' equity and cash flows for each of the three years in the
period ended DecemberMay 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits1997 appearing in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of HEALTHSOUTH
Corporation and Subsidiaries at December 31, 1993 and 1994, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1994, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP
Birmingham, Alabama
March 1, 1995, except for
Notes 2 and 17, as to
which the date is June 13, 1995

F-2

HEALTHSOUTH Corporation and Subsidiaries
Consolidated Balance Sheets

December 31
-----------------------
1993 1994
---------- ----------
(In thousands)

Assets
Current assets:

Cash and cash equivalents (Note 3)................................. $ 81,031 $ 68,735
Other marketable securities (Note 3)............................... 8,968 16,628
Accounts receivable, net of allowances for doubtful accounts and
contractual adjustments of $120,810,000 in 1993 and $144,427,000
in 1994............................................................ 179,761 242,659
Inventories........................................................ 24,078 26,151
---------- ----------
Prepaid expenses and other current assets.......................... 44,674 71,029
---------- ----------
Total current assets............................................... 338,512 425,202
Other assets: .....................................................
Loans to officers.................................................. 1,488 1,240
Other (Note 4)..................................................... 23,983 41,834
---------- ----------
25,471 43,074

Property, plant and equipment, net (Note 5)........................ 791,097 857,372
Intangible assets, net (Note 6) ................................... 289,338 410,688
---------- ----------
Total assets....................................................... $1,444,418 $1,736,336
========== ==========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable................................................... $ 50,432 $ 87,153
Salaries and wages payable......................................... 28,229 34,102
Accrued interest payable and other liabilities..................... 33,614 55,922
Current portion of long-term debt and leases (Note 7) ............. 15,174 16,698
---------- ----------
Total current liabilities.......................................... 127,449 193,875
Long-term debt (Note 7)............................................ 873,007 1,017,696
Deferred income taxes (Note 11).................................... 10,853 8,595
Deferred revenue (Note 15)......................................... -- 7,526
Other long-term liabilities (Note 16).............................. 3,285 8,398
Minority interests-limited partnerships (Note 9)................... 11,526 10,326
Commitments and contingent liabilities (Notes 12 and 17)
Stockholders' equity:
Preferred Stock, $.10 par value-1,500,000 shares authorized;
issued and outstanding-none........................................ -- --
Common Stock, $.01 par value-100,000,000 shares authorized;
issued-74,896,000 in 1993 and 76,991,000 in 1994................... 749 770
Additional paid-in capital......................................... 347,163 369,186
Retained earnings.................................................. 89,641 137,764
Treasury stock, at cost (91,000 shares)............................ (323) (323)
Receivable from Employee Stock Ownership Plan (Note 13) ........... (18,932) (17,477)
---------- ----------
Total stockholders' equity......................................... 418,298 489,920
---------- ----------
Total liabilities and stockholders' equity......................... $1,444,418 $1,736,336
========== ==========

See accompanying notes.

F-3

HEALTHSOUTH Corporation and Subsidiaries
Consolidated Statements of Income

Year ended December 31
--------------------------------
1992 1993 1994
-------- -------- ---------
(In thousands, except for per
share amounts)

Revenues........................................... $501,046 $656,329 $1,236,190
Operating expenses: ...............................
Operating units.................................... 372,169 471,778 906,712
Corporate general and administrative............... 16,878 24,329 45,895
Provision for doubtful accounts.................... 13,254 16,181 23,739
Depreciation and amortization...................... 29,834 46,224 86,678
Interest expense................................... 12,623 18,495 65,286
Interest income.................................... (5,415) (3,924) (4,308)
Merger expenses (Note 2)........................... -- 333 6,520
Loss on impairment of assets (Note 16)............. -- -- 10,500
Loss on abandonment of computer project (Note 16) . -- -- 4,500
NME Selected Hospitals Acquisition related expense
(Note 10).......................................... -- 49,742 --
Terminated merger expense (Note 14)................ 3,665 -- --
Gain on sale of partnership interest............... -- (1,400) --
-------- -------- ---------
443,008 621,758 1,145,522
-------- -------- ---------
Income before income taxes and minority interests . 58,038 34,571 90,668
Provision for income taxes (Note 11)............... 18,864 11,930 34,305
-------- -------- ---------
39,174 22,641 56,363
Minority interests................................. 4,245 5,444 6,402
-------- -------- ---------
Net income......................................... $ 34,929 $ 17,197 $ 49,961
======== ======== =========
Weighted average common and common equivalent
shares outstanding................................. 74,214 77,709 84,687
======== ======== =========
Net income per common and common equivalent share . $ 0.47 $ .22 $ .59
======== ======== =========
Net income per common share-assuming full
dilution........................................... $ N/A $ N/A $ .59
======== ======== =========

See accompanying notes.

F-4

HEALTHSOUTH Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity

Additional Total
Common Common Paid-In Retained Treasury Receivable Stockholders'
Shares Stock Capital Earnings Stock from ESOP Equity
------ ------ --------- ---------- ----------- ------------ ------
(In thousands)

Balance at December 31, 1991 .... 64,993 649.6 $ 257,660.8 $ 53,925.1 $ (60.0) $ (10,000.0) $ 302,175.5
Proceeds from issuance of common
shares........................... 6,436 64.4 60,286.3 -- -- -- 60,350.7
Proceeds from exercise of
options.......................... 1,917 19.2 6,871.9 -- -- -- 6,891.1
Income tax benefits related to
Incentive Stock Options.......... -- -- 5,634.7 -- -- -- 5,634.7
Common shares exchanged in the
exercise of options.............. (8) -- (95.6) -- -- -- (95.6)
Loan to Employee Stock Ownership
Plan............................. -- -- -- -- -- (10,000.0) (10,000.0)
Reduction in Receivable from
Employee Stock Ownership
Plan............................. -- -- -- -- -- 358.0 358.0
Purchase of limited partnership
units............................ 42 .4 499.6 (11,318.4) -- -- (10,818.4)
Net income....................... -- -- -- 34,929.0 -- -- 34,929.0
------ ------ --------- ---------- ----------- -------- -----------
Balance at December 31, 1992 .... 73,380 733.6 330,857.7 77,535.7 (60.0) (19,642.0) 389,425.0

Proceeds from exercise of
options.......................... 462 4.6 1,732.9 -- -- -- 1,737.5
Proceeds from issuance of common
shares........................... 1,074 10.7 13,987.9 -- -- -- 13,998.6
------ ------ --------- ---------- ----------- -------- -----------
Income tax benefits related to
Incentive Stock Options.......... -- -- 584.7 -- -- -- 584.7
Reduction in Receivable from
Employee Stock Ownership
Plan............................. -- -- -- -- -- 710.1 710.1
Purchase of limited partnership
units............................ -- -- -- (5,091.7) -- -- (5,091.7)
Purchase of treasury stock ...... (20) -- -- -- (263.0) -- (263.0)
Net income....................... -- -- -- 17,197.0 -- -- 17,197.0
------ ------ --------- ---------- ----------- -------- -----------
Balance at December 31, 1993 .... 74,896 748.9 347,163.2 89,641.0 (323.0) (18,931.9) 418,298.2
Proceeds from issuance of common
shares at $27.17 per share ...... 38 .4 532.6 -- -- -- 533.0
Proceeds from exercise of
options.......................... 2,079 20.8 15,341.8 -- -- -- 15,362.6
Income tax benefits related to
Incentive Stock Options.......... -- -- 6,469.6 -- -- -- 6,469.6
Common shares exchanged in the
exercise of options.............. (22) (.2) (321.2) -- -- -- (321.4)
Reduction in receivable from
Employee Stock Ownership Plan ... -- -- -- -- -- 1,455.0 1,455.0
Purchase of limited partnership
units............................ -- -- -- (1,838.0) -- -- (1,838.0)
Net income....................... -- -- -- 49,961.0 -- -- 49,961.0
------ ------ --------- ---------- ----------- -------- -----------
Balance at December 31, 1994 .... $76,991 $ 769.9 $ 369,186.0 $ 137,764.0 $ (323.0)$ (17,476.9) $ 489,920.0
====== ====== ========= ========== =========== ======== ===========

See accompanying notes.

F-5

HEALTHSOUTH Corporation and Subsidiaries
Consolidated Statements of Cash Flows

Year ended December 31
1992 1993 1994
--------- --------- ---------
(In thousands)

Operating activities
Net income........................................................... $ 34,929 $ 17,197 $ 49,961
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization........................................ 29,834 46,224 86,678
Provision for doubtful accounts...................................... 13,254 16,181 23,739
Provision for losses on impairment of assets......................... -- -- 10,500
Provision for losses on abandonment of computer project ............. -- -- 4,500
NME Selected Hospitals Acquisition related expense................... -- 49,742 --
Income applicable to minority interests of limited partnerships ..... 4,245 5,444 6,402
Provision (benefit) for deferred income taxes........................ 4,596 (5,685) (1,541)
Provision for deferred revenue....................................... (279) (49) (164)
Gain on sale of property, plant and equipment........................ -- -- (627)
Gain on sale of partnership interests................................ -- (1,400) --
Changes in operating assets and liabilities, net of effects of
acquisitions:
Accounts receivable.................................................. (38,503) (28,965) (74,636)
Inventories, prepaid expenses and other current assets............... (13,660) (18,054) (21,757)
Accounts payable and accrued expenses................................ 9,236 (7,673) 62,766
--------- --------- ---------
Net cash provided by operating activities............................ 43,652 72,962 145,821

Investing activities
Purchases of property, plant and equipment........................... (98,343) (131,222) (160,785)
Proceeds from sale of property, plant and equipment.................. -- -- 68,317
Additions to intangible assets, net of effects of acquisitions ...... (25,206) (39,156) (59,307)
Assets obtained through acquisitions, net of liabilities assumed .... (75,487) (454,013) (89,266)
Changes in other assets.............................................. 192 (9,582) (23,020)
Proceeds received on sale of other marketable securities ............ 14,041 20,554 1,660
Investments in other marketable securities........................... (13,000) (6,000) (9,126)
--------- --------- ---------
Net cash used in investing activities................................ (197,803) (619,419) (271,527)

F-6

HEALTHSOUTH Corporation and Subsidiaries
Consolidated Statements of Cash Flows--(Continued)

Year ended December 31
----------------------------
1992 1993 1994
---- ---- ----
(In thousands)

Financing activities
Proceeds from borrowings......................... $181,076 $553,258 $1,045,263
Principal payments on long-term debt and leases . (65,221) (32,239) (937,872)
Proceeds from exercise of options................ 6,788 1,736 13,895
Proceeds from issuance of common stock........... 46,519 13,999 342
Purchase of treasury stock....................... -- (263) --
Loans to Employee Stock Ownership Plan........... (10,000) -- --
Reduction in Receivable from Employee Stock
Ownership Plan................................... 358 710 1,455
Proceeds from investment by minority interests .. 2,886 6,476 2,252
Purchase of limited partnership interests ....... (11,495) (3,784) (1,090)
Payment of cash distributions to limited
partners......................................... (5,873) (5,913) (10,835)
Net cash provided by financing activities ....... 145,038 533,980 113,410
Decrease in cash and cash equivalents ........... (9,113) (12,477) (12,296)
Cash and cash equivalents at beginning of year .. 102,621 93,508 81,031
-------- -------- ----------
Cash and cash equivalents at end of year ........ $ 93,508 $ 81,031 $ 68,735
======== ======== ==========

Supplemental disclosures of cash flow
information
Cash paid during the year for:
Interest......................................... $ 14,174 $ 16,241 $ 51,778
Income taxes..................................... 10,466 22,144 29,129

Non-cash investing activities:

The Company assumed liabilities of $57,091,000, $88,566,000 and $24,659,000
during the years ended December 31, 1992, 1993 and 1994, respectively, in
conjunction with its acquisitions. During the years ended December 31, 1992,
1993 and 1994, the Company issued 1,182,000, 69,000 and 19,000 common shares,
respectively, with a market value of $12,853,000, $954,000 and $533,000,
respectively, as consideration for acquisitions.

Non-cash financing activities:

The Company received a tax benefit from the disqualifying disposition of
incentive stock options of $5,635,000, $585,000 and $6,470,000 for the years
ended December 31, 1992, 1993 and 1994, respectively.

During the years ended December 31, 1992 and 1994, respectively, 4,000 and
11,000 common shares were exchanged in the exercise of options. The shares
exchanged had market values on the date of exchange of $95,600 and $321,400,
respectively.

See accompanying notes.

F-7

HEALTHSOUTH Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1994

1. Significant Accounting Policies

The significant accounting policies followed by HEALTHSOUTH Corporation
(formerly HEALTHSOUTH Rehabilitation Corporation) and its subsidiaries (the
Company) are presented as an integral part of the consolidated financial
statements.

Principles of Consolidation

The consolidated financial statements include the accounts of HEALTHSOUTH
Corporation (HEALTHSOUTH) and its wholly-owned subsidiaries, as well as its
limited partnerships (see Note 9). All significant intercompany accounts and
transactions have been eliminated in consolidation.

HEALTHSOUTH Corporation is engaged in the business of providing comprehensive
rehabilitative and clinical healthcare services on an inpatient and outpatient
basis.

Marketable Securities

Marketable equity securities and debt securities are classified as
available-for-sale. Available-for-sale securities are carried at fair value,
with the unrealized gains and losses, if material, reported as a separate
component of stockholders' equity, net of tax. The adjusted cost of the specific
security sold method is used to compute gain or loss on the sale of securities.
Interest and dividends on securities classified as available-for-sale are
included in investment income. Marketable equity securities and debt securities
of the Company have maturities of less than one year.

Accounts Receivable and Third-Party Reimbursement Activities

Receivables from patients, insurance companies and third-party contractual
insured accounts (Medicare and Medicaid) are based on payment agreements which
generally result in the Company collecting an amount different from the
established rates. Final determination of the settlement is subject to review by
appropriate authorities. Adequate allowances are provided for doubtful accounts
and contractual adjustments. Uncollectible accounts are written off against the
allowance for doubtful accounts after adequate collection efforts are made. Net
accounts receivable include only those amounts estimated by management to be
collectible.

The concentration of net accounts receivable from third-party contractual
payors and others, as a percentage of total net accounts receivable, was as
follows:

December 31
--------------
1993 1994
---- ----
Medicare ......................... 33% 36%
Medicaid ......................... 4 6
Other............................. 63 58
---- ----
100% 100%
==== ====

Inventories

Inventories are stated at the lower of cost or market using the specific
identification method.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Upon sale or retirement
of property, plant or equipment, the cost and related accumulated depreciation
are eliminated from the respective account and the resulting gain or loss is
included in the results of operations.

F-8

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

Interest cost incurred during the construction of a facility is capitalized.
The Company incurred interest of $14,644,000, $21,159,000 and $67,680,000 of
which $2,021,000, $2,664,000 and $2,394,000 was capitalized during 1992, 1993
and 1994, respectively.

Depreciation and amortization is computed using the straight-line method over
the estimated useful lives of the assets or the term of the lease, as
appropriate. The estimated useful life of buildings is 30-40 years and the
general range of useful lives for leasehold improvements, furniture, fixtures
and equipment is 10-15 years.

Intangible Assets

Cost in excess of net asset value of purchased facilities is amortized over
20 to 40 years using the straight-line method. Organization and start-up costs
incurred prior to opening a new facility and partnership formation costs are
deferred and amortized on a straight-line basis over a period of 36 months.
Organization, partnership formation and start-up costs for a project that is
subsequently abandoned are charged to operations in that period. Debt issue
costs are amortized over the term of the debt. Noncompete agreements are
amortized using the straight-line method over the term of the agreements.

Minority Interests

The equity of minority investors in limited partnerships of the Company is
reported on the balance sheet as minority interests. Minority interests reported
in the income statement reflect the respective shares of income or loss of the
limited partnerships attributable to the minority investors, the effect of which
is removed from the results of operations of the Company.

Revenues

Revenues include net patient service revenues and other operating revenues.
Net patient service revenues are reported at the estimated net realizable
amounts from patients, third-party payors and others for services rendered,
including estimated retroactive adjustments under reimbursement agreements with
third-party payors.

Income Per Common and Common Equivalent Share

Income per common and common equivalent share is computed based on the
weighted average number of common shares and common equivalent shares
outstanding during the periods, as adjusted for the two-for-one stock split
declared subsequent to year end (see Note 17). Common equivalent shares include
dilutive employees' stock options, less the number of treasury shares assumed to
be purchased from the proceeds using the average market price of the Company's
common stock. Fully diluted earnings per share (based on 89,409,000 shares in
1994) assumes conversion of the 5% Convertible Subordinated Debentures due 2001
(see Note 7).

Impairment of Assets

Long-lived assets, such as property, plant and equipment and identifiable
intangible assets are reviewed for impairment losses when certain impairment
indicators exist. If an impairment exists, the related asset is adjusted to the
lower of book value or estimated future undiscounted cash flows from the use and
eventual disposal of the asset.

With respect to the carrying value of the excess of cost over net asset value
of purchased facilities and other intangible assets, the Company determines on a
quarterly basis whether an impairment event has occurred by considering factors
such as: the market value of the asset; a significant adverse change in legal
factors or in the business climate; adverse action by a regulator; a history of
operating or cash flow

F-9

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

losses or a projection of continuing losses associated with an operating entity.
The carrying value of net asset value of purchased facilities and other
intangible assets will be evaluated if the facts and circumstances suggest that
it has been impaired. If this evaluation indicates that the value of the asset
will not be recoverable, as determined based on the undiscounted cash flows of
the entity acquired over the remaining amortization period, the Company's
carrying value of the asset will be reduced by the estimated shortfall of cash
flows.

2. Mergers

Effective December 29, 1994, the Company merged with ReLife, Inc. ("ReLife")
and in connection therewith issued 11,025,290 shares of its Common Stock for all
of ReLife's outstanding common stock. ReLife provides a system of rehabilitation
services and operates 31 inpatient facilities with an aggregate of approximately
1,100 licensed beds, including nine free-standing rehabilitation hospitals, nine
acute rehabilitation units, five sub-acute rehabilitation units, seven
transitional living units and one residential facility and provides outpatient
rehabilitation services at twelve outpatient centers.

The merger was accounted for as a pooling of interests and, accordingly, the
Company's financial statements have been restated to include the results of
ReLife for all periods presented. Prior to the merger, ReLife reported on a
fiscal year ending on September 30. The accompanying financial statements are
based on a combination of the Company's results for its December 31 fiscal year
and ReLife's results for its September 30 fiscal year for all periods presented.
Costs and expenses of $2,949,000 incurred by HEALTHSOUTH in connection with the
merger have been recorded in operations in 1994 and reported as merger expenses
in the accompanying consolidated statements of income.

Effective June 13, 1995, the Company merged with Surgical Health Corporation
("SHC") and in connection therewith issued 8,531,480 shares of its Common Stock
for all of SHC's common and preferred stock. SHC operates a network of 41
freestanding surgery centers (including four mobile lithotripters) in eleven
states, with an aggregate of 156 operating and procedure rooms.

The merger of the Company and SHC was accounted for as a pooling of interests
and, accordingly, the Company's financial statements have been restated to
include the results of SHC for all periods presented. Costs and expenses of
approximately $29,194,000 incurred by the Company in connection with the SHC
merger have been recorded in operations during the quarter ended June 30, 1995.

SHC merged with Ballas Outpatient Management, Inc. and Midwest Anesthesia,
Inc. on February 11, 1993 in a transaction accounted for as a pooling of
interests. SHC recorded merger costs of $333,000 in connection with this
transaction in 1993. SHC merged with Heritage Surgical Corporation on January
18, 1994 in a transaction accounted for as a pooling of interests. SHC recorded
merger costs of $3,571,000 in connection with this transaction in 1994. SHC's
historical financial statements for the periods prior to the two mergers
described above have been restated to include the results of the acquired
companies for all periods presented.

F-10

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

Combined and separate results of the Company, ReLife and SHC are as follows
(in thousands):

HEALTHSOUTH ReLife SHC Combined
----------- ------ --- --------

Year ended December 31, 1992
Revenues................... $ 406,968 $ 57,320 $ 36,758 $ 501,046
Net income................. 29,738 4,856 335 34,929

Year ended December 31, 1993
Revenues................... 482,304 93,042 80,983 656,329
Net income................. 6,687 6,905 3,605 17,197

Year ended December 31, 1994
Revenues................... 1,008,567 118,874 108,749 1,236,190
Net income (loss).......... 54,047 (822) (3,264) 49,961

There were no transactions among the Company, ReLife and SHC prior to the
respective mergers. The effects of conforming the accounting policies of the
companies are not material.

3. Cash, Cash Equivalents and Other Marketable Securities

Cash, cash equivalents and other marketable securities consisted of the
following:

December 31
----------------
1993 1994
---- -----
(In thousands)

Cash........................................................... $ 52,616 $ 59,635
Municipal put bonds............................................ 9,800 2,100
Tax advantaged auction preferred stocks........................ 4,000 7,000
Municipal put bond mutual funds................................ 2,000 --
Money market funds............................................. 8,410 --
United States Treasury bills................................... 4,205 --
--------- ---------
Total cash and cash equivalents................................ 81,031 68,735
United States Treasury notes................................... -- 1,004
Certificates of deposit........................................ 1,108 2,135
Municipal put bonds............................................ 1,860 3,975
Municipal put bond mutual funds................................ 5,000 8,514
Collateralized mortgage obligations............................ 1,000 1,000
--------- ---------
Total other marketable securities.............................. 8,968 16,628
--------- ---------
Total cash, cash equivalents and other marketable securities
(approximates market value).................................... $ 89,999 $ 85,363
========= =========

For purposes of the consolidated balance sheets and statements of cash flows,
marketable securities purchased with an original maturity of ninety days or less
are considered cash equivalents.

F-11

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

4. Other Assets

Other assets consisted of the following:

December 31
--------------
1993 1994
----- -----
(In thousands)

Notes and accounts receivable................... $ 3,280 $ 15,104
Investment in Caretenders Health Corp. ......... 7,382 7,370
Investments in other unconsolidated
subsidiaries.................................... 4,460 6,007
Real estate investments......................... 3,023 10,022
Escrow funds.................................... 394 --
Other........................................... 5,444 3,331
--------- -------
$ 23,983 $ 41,834
========= ========

The Company has a 24% ownership interest in Caretenders Health Corp.
("Caretenders"). Accordingly, the Company's investment is being accounted for
using the equity method of accounting. The investment was initially valued at
$7,250,000. The Company's equity in earnings of Caretenders for the years ended
December 31, 1992, 1993 and 1994 was not material to the Company's results of
operations.

It was not practicable to estimate the fair value of the Company's various
investments in other unconsolidated subsidiaries (involved in operations similar
to those of the Company) because of the lack of a quoted market price and the
inability to estimate fair value without incurring excessive costs. The carrying
amount at December 31, 1994 represents the original cost of the investments,
which management believes is not impaired.

5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

December 31
--------------
1993 1994
----- -----
(In thousands)

Land.......................................... $ 65,857 $ 55,511
Buildings..................................... 473,239 491,372
Leasehold improvements........................ 27,224 43,410
Furniture, fixtures and equipment............. 254,047 335,959
Construction in progress...................... 37,385 45,709
--------- -------
857,752 971,961

Less accumulated depreciation and
amortization.................................. 66,655 114,589
--------- -------
$ 791,097 $857,372
========= ========

F-12

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

6. Intangible Assets

Intangible assets consisted of the following:

December 31
------------------
1993 1994
------- --------
(In thousands)

Organization, partnership formation and start-up
costs............................................... $ 53,342 $ 93,499
Debt issue costs.................................... 1,653 18,848
Noncompete agreements............................... 24,862 35,253
Cost in excess of net asset value of purchased
facilities.......................................... 243,303 323,608
--------- --------
323,160 471,208
Less accumulated amortization....................... 33,822 60,520
--------- --------
$ 289,338 $410,688
========= ========

7. Long-Term Debt

Long-term debt consisted of the following:

December 31
--------------------
1993 1994
-------- ---------
(In thousands)

Notes and bonds payable: ......................................
Advances under a $390,000,000 credit agreement with a bank .... $ 370,000 $ --
Advances under a $550,000,000 credit agreement with a bank .... -- 510,000
9.5% Senior Subordinated Notes due 2001........................ -- 250,000
5% Convertible Subordinated Debentures due 2001................ --- 115,000
11.5% Senior Subordinated Notes due 2004....................... -- 75,000
Due to National Medical Enterprises, Inc....................... 361,164 --
Notes payable to banks and various other notes payable, at
interest rates from 5.5% to 9.0%............................... 99,988 34,680
Noncompete agreements payable with payments due at varying
intervals through December 2004................................ 12,050 17,610
Hospital revenue bonds payable................................. 24,862 24,763
Other.......................................................... 20,117 7,341
--------- ----------
888,181 1,034,394
Less amounts due within one year............................... 15,174 16,698
--------- ----------
$ 873,007 $1,017,696
========= ==========

The fair value of total long-term debt approximates book value at December
31, 1994 and 1993. The fair values of the Company's long-term debt are estimated
using discounted cash flow analyses, based on the Company's current incremental
borrowing rates for similar types of borrowing arrangements.

During 1994, the Company entered into a Credit Agreement with NationsBank of
North Carolina, N.A. and other participating banks (the 1994 Credit Agreement)
which consists of a $550,000,000 revolving facility and term loan. The 1994
Credit Agreement replaced a previous $390,000,000 Credit Agreement with
NationsBank. Interest is paid quarterly based on LIBOR rates plus a
predetermined margin, a base rate, or competitively bid rates from the
participating banks. The Company is required to pay a

F-13

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

fee on the unused portion of the 1994 revolving credit facility ranging from
0.25% to 0.5%, depending on certain defined ratios. The principal amount is
payable in 15 equal quarterly installments beginning on June 30, 1997. The
Company has provided a negative pledge of all its assets and has granted a first
priority security interest in and lien on all shares of stock of its
subsidiaries and rights and interests in its partnerships. At December 31, 1994,
the effective interest rate associated with the 1994 Credit Agreement was
approximately 6.75%.

The amount shown as Due to National Medical Enterprises, Inc. at December
31, 1993 was subsequently repaid from proceeds of other notes and bonds.

On March 24, 1994, the Company issued $250,000,000 principal amount of 9.5%
Senior Subordinated Notes due 2001 (the Notes). Interest is payable on April 1
and October 1. The Notes are senior subordinated obligations of the Company and
as such will be subordinated to all existing and future senior indebtedness of
the Company, and also will be effectively subordinated to all existing and
future liabilities of the Company's subsidiaries and partnerships. The Notes
rank senior to all subordinated indebtedness of the Company, including the 5%
Convertible Subordinated Debentures due 2001 described below. The Notes mature
on April 1, 2001.

Also on March 24, 1994, the Company issued $100,000,000 principal amount of
5% Convertible Subordinated Debentures due 2001 (the Convertible Debentures). An
additional $15,000,000 principal amount of Convertible Debentures was issued in
April 1994 to cover underwriters' over allotments. Interest is payable on April
1 and October 1. The Convertible Debentures are convertible into Common Stock of
the Company at the option of the holder at a conversion price of $18.8125 per
share, subject to adjustment in the occurrence of certain events.

The net proceeds from the issuance of the Notes and Convertible Debentures
were used by the Company to pay down indebtedness outstanding under its other
existing credit facilities.

In June, 1994, Surgical Health Corporation (see Note 2) issued $75 million of
11.5% Senior Subordinated Notes due July 15, 2004 (the "SHC Notes"). The
proceeds of the SHC Notes were used by SHC to pay down indebtedness outstanding
under its other existing credit facilities. Subsequent to December 31, 1994, the
Company purchased the entire $75,000,000 outstanding principal amount of the SHC
Notes for 115% of their face value. Because the SHC Notes were purchased using
proceeds from the Company's other long-term credit facilities, the entire
balance of the SHC Notes is classified as non-current in the accompanying
balance sheet.

Principal maturities of long-term debt are as follows:

Year ending December 31 (In thousands)
------------------------ ---------------

1995................... $ 16,698
1996................... 14,262
1997................... 113,303
1998................... 143,816
1999................... 149,626
After 1999............. 596,689
----------
$1,034,394
==========

F-14

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

8. Stock Options

The Company has various stockholder-approved stock option plans which provide
for the grant of options to Directors, officers and other key employees to
purchase common stock at 100% of the fair market value as of the date of grant.
The Board of Directors administers the stock option plans. Options may be
granted as incentive stock options or as non-qualified stock options. Incentive
stock options vest 25% annually, commencing upon completion of one year of
employment subsequent to the date of grant. Non-qualified stock options
generally are not subject to any vesting provisions. The options expire at dates
ranging from five to ten years from the date of grant.

The following table summarizes activity in the stock option plans:

1992 1993 1994
--------- ---------- ----------

Options outstanding January 1:.................... 6,737,142 11,357,490 14,807,500
Granted........................................... 6,207,272 3,944,252 944,246
Exercised......................................... 1,535,922 374,602 1,976,874
Cancelled......................................... 51,002 119,640 744,174
Options outstanding at December 31................ 11,357,490 14,807,500 13,030,698

Option price range for options granted during the

period............................................ $1.50-$9.94 $6.75-$8.44 $ 13.94-$18.25

Option price range for options exercised during

the period........................................ $1.50-$10.71 $1.50-$9.59 $ 1.50-$8.44

Options exercisable at December 31................ 8,311,634 10,665,880 10,882,308

Options available for grant at December 31 ....... 1,092,100 649,100 1,100,408

9. Limited Partnerships

HEALTHSOUTH and its subsidiaries operate a number of rehabilitation and
surgery centers as limited partnerships. HEALTHSOUTH serves as the general
partner. These limited partnerships are included in the consolidated financial
statements (as more fully described in Note 1 under "Minority Interests"). The
limited partners share in the profit or loss of the partnerships based on their
respective ownership percentage (ranging from 1% to 50% at December 31, 1994)
during their ownership period.

Beginning in 1992, due to federal and state regulatory requirements, the
Company began the process of buying back selected partnership interests of its
physician limited partners. The buyback prices for the interests were in general
based on a predetermined multiple of projected cash flows of the partnerships.
The excess of the buyback price over the book value of the limited partners'
capital amounts was charged to the Company's retained earnings.

F-15

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

10. Acquisitions

At various dates during 1994, the Company acquired 53 separate outpatient
rehabilitation operations located throughout the United States. The combined
purchase price of these acquired outpatient operations was approximately
$53,947,000. The Company also acquired a specialty medical center in Dallas,
Texas, a contract therapist provider and a diagnostic imaging company. The
combined purchase price of these three operations was approximately $25,861,000.
The form of consideration comprising the total purchase prices of $79,808,000
was approximately $68,359,000 in cash, $10,916,000 in notes payable and
approximately 19,000 shares of Common Stock valued at $533,000. In connection
with the acquisition of the contract therapist provider, there is additional
contingent consideration payable of up to $9,000,000 if the acquired company
achieves certain levels of future earnings. Such contingency payments will be
paid to the former owners each fiscal year in which the acquired company's
annual pretax income exceeds a certain threshold. The contingent payments will
cease upon the earlier of the payment of the maximum amount of contingent
payments allowed or ten years. The Company accrues, as an operating expense, for
this contingency in accordance with Statement of Financial Accounting Standards
No. 5, "Accounting for Contingencies." As of December 31, 1994, the Company has
accrued $99,000 in contingent consideration.

In connection with these transactions, the Company entered into non-compete
agreements with former owners totaling $10,814,000. In general these non-compete
agreements are payable in monthly or quarterly installments over periods ranging
from five to ten years.

The fair value of the total net assets relating to the 1994 acquisitions
described above was approximately $11,087,000. The total cost for 1994
acquisitions exceeded the fair value of the net assets acquired by approximately
$68,721,000. The Company evaluated each acquisition, independently, to determine
the appropriate amortization period for the cost in excess of net asset value of
purchased facilities. Each evaluation included an analysis of historic and
projected financial performance, evaluation of the estimated useful life of
buildings and fixed assets acquired, the indefinite life of Certificates of Need
and licenses acquired, the competition within local markets, lease terms where
applicable, and the legal term of partnerships where applicable. Based on these
evaluations, the Company determined that the cost in excess of net asset value
of purchased facilities relating to the 1994 acquisitions should be amortized
over periods ranging from twenty-five to forty years on a straight line basis.
No other identifiable intangible assets were recorded in the acquisitions
described above.

All of the 1994 acquisitions described above were accounted for as purchases
and, accordingly, the results of operations of the acquired businesses (not
material individually or in the aggregate) are included in the accompanying
consolidated financial statements from their respective dates of acquisition.

Effective December 31, 1993, the Company completed an acquisition from
National Medical Enterprises, Inc. (NME) of 28 inpatient rehabilitation
facilities and 45 outpatient rehabilitation centers, which constituted
substantially all of NME's rehabilitation services division (the NME Selected
Hospitals Acquisition). The purchase price was approximately $296,661,000 cash,
plus net working capital of $64,503,000, subject to certain adjustments, the
assumption of approximately $16,313,000 of current liabilities and the
assumption of approximately $17,111,000 in long-term debt.

The Company's pro forma 1993 revenues, net income and net income per common
and common equivalent share giving effect to the NME acquisiton were
$1,111,598,000, $25,076,000 and $.32, respectively.

As a result of the NME Selected Hospitals Acquisition, HEALTHSOUTH recognized
an expense of approximately $49,742,000 during the year ended December 31, 1993.
This expense represents management's estimate of the cost to consolidate
operations of thirteen existing HEALTHSOUTH facilities (three inpatient
facilities and ten outpatient facilities) into the operations of certain
facilities acquired

F-16

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

from NME. This plan was formulated by HEALTHSOUTH management in order to more
efficiently provide services in markets where multiple locations now exist as a
result of the acquisition. The plan of consolidation calls for the affected
operations to be merged into the operations of the acquired facilities over a
period of twelve to twenty-four months from the date of the NME Selected
Hospitals Acquisition. Due to the single-use nature of these properties, the
consolidation plan does not provide for the sale of these facilities.

The total expense of $49,742,000 consists of several components. First,
approximately $39,000,000 relates to the writedown of the assets of the affected
HEALTHSOUTH facilities to their estimated net realizable value. Of this
$39,000,000, approximately $31,500,000 relates to the assets of the three
inpatient facilities and approximately $7,500,000 relates to the assets of the
ten outpatient facilities. The $39,000,000 is broken down into the following
asset categories (net of any related accumulated depreciation or amortization):

Inpatient Outpatient
Facilities Facilities Total
----------- ----------- -------
(In thousands)

Land............. $ 2,898 $ -- $ 2,898
Buildings........ 16,168 -- 16,168
Equipment........ 4,326 2,920 7,246
Intangible
assets........... 6,111 3,455 9,566
Other assets..... 1,997 1,125 3,122
----------- ----------- -------
$ 31,500 $ 7,500 $39,000
=========== =========== =======

During the year ended December 31, 1994, management discontinued operations
in two of the inpatient facilities and three of the outpatient facilities
affected by the plan and merged them into the operations of the acquired
facilities. Accordingly, assets with a net book value of approximately
$17,911,000 were written off in 1994 against the reserves established at
December 31, 1993. The two inpatient facilities and three outpatient facilities
affected by the plan in 1994 had revenues of approximately $11,441,000,
$8,640,000 and $9,125,000 for the years ended December 31, 1992, 1993 and 1994,
respectively. These same facilities had net operating income (loss) before
income taxes of $(489,000), $(844,000) and $67,000 for the years ended December
31, 1992, 1993 and 1994, respectively. Operations at the remaining inpatient
facility and the remaining seven outpatient facilities identified in the plan
will be discontinued during 1995.

Second, $7,700,000 relates to the write-off of certain capitalized
development projects. These projects relate to planned facilities that, if
completed, would be in direct competition with certain of the acquired NME
facilities. These development projects were written off in 1994 against the
reserves established at December 31, 1993.

Finally, approximately $3,000,000 was accrued for costs of employee
separations, relocations and other direct costs related to the planned
consolidation of the affected operations. During the second quarter of 1994,
management revised its estimate of the cost of the employee separations and
relocations. The revised estimate calls for approximately 150 employees to be
affected by separations and approximately 400 to be affected by relocations.
Separation benefits under the revised plan range from one month's to one year's
compensation and total approximately $2,188,000. Relocation benefits are
estimated to be $2,000 per employee and total $800,000. An additional $350,000
has been provided for additional direct administrative costs associated with the
implementation of the plan, including outplacement services, travel and legal
fees. Accordingly, the total revised estimated cost of employee separations and
relocations is $3,338,000. The difference between the initial estimate and the
revised estimate was treated as a change in accounting estimate and charged to
operations in the second quarter of 1994.

F-17

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

During the year ended 1994, a total of 208 employees were affected by
terminations and relocations at a cost of approximately $758,000. This cost is
the only cash expense included in the acquisition-related expense.

It is management's opinion that remaining accrual at December 31, 1994 of
$23,669,000, is adequate to complete the plan of consolidation of the affected
operations.

Also at various dates during 1993, the Company acquired 27 separate
outpatient rehabilitation operations located throughout the United States. The
total consideration paid for these acquired outpatient rehabilitation operations
was approximately $23,943,000, consisting of $21,634,000 in cash and $2,309,000
in notes payable. The fair value of the net assets acquired was approximately
$5,196,000. The total cost of the 1993 outpatient rehabilitation acquisitions
exceeded the fair value of the net assets acquired by approximately $18,747,000.
The Company also acquired nine outpatient surgery center operations during 1993.
The total consideration paid for these acquired outpatient surgery center
operations was approximately $33,494,000, consisting of $26,901,000 in cash,
$5,639,000 in notes payable and common stock value at $954,000. The total cost
of the 1993 outpatient surgery acquisitions exceeded the fair value of the net
assets acquired by approximately $3,832,000. Based on the evaluation of each
acquisition, utilizing the criteria described above, the Company determined that
the cost in excess of net asset value of purchased facilities relating to the
1993 acquisitions should be amortized over a forty-year period on a straight
line basis. No other identifiable intangible assets were recorded in the
acquisitions described above.

Also during 1993, the Company acquired 100% of the stock of Rebound, Inc.
(Rebound) for net consideration of approximately $14,000,000 in cash. Rebound
operates 293 beds in thirteen facilities. The purchase price exceeded the fair
value of the net assets acquired by approximately $11,200,000, which was
allocated to excess of cost over net asset value of purchased facilities.

Effective February 1, 1992, the Company acquired substantially all of the
assets and/or stock of Dr. John T. Macdonald Health Systems, Inc. and
Subsidiaries (collectively, JTM Health Systems). JTM Health Systems includes two
general acute-care hospitals and other healthcare-related entities located in
the Miami, Florida metropolitan area. The total purchase price paid was
approximately $16,893,000 in cash.

Also in 1992 the Company acquired 100% of the stock of Renaissance America,
Inc. (Renaissance) for net consideration of approximately $5,996,000 consisting
of $649,000 cash and $5,347,000 in the Company's Common Stock (214,885 shares).

Also at various dates during 1992, the Company acquired 28 separate
outpatient rehabilitation operations located throughout the United States. The
combined purchase price of these acquired outpatient rehabilitation operations
was approximately $25,964,000. The Company also acquired 14 outpatient surgery
centers during 1992. The combined purchase price of these acquired surgery
center operations was approximately $50,014,000.

The fair value of the net assets acquired in 1992 was approximately
$38,330,000. The total cost of the 1992 acquisitions exceeded the fair value of
the assets acquired by approximately $60,537,000, which is being amortized over
a forty-year period on a straight line basis.

All of the 1993 and 1992 acquisitions described above were accounted for as
purchases and, accordingly, the results of operations of the acquired businesses
are included in the accompanying consolidated financial statements from their
respective dates of acquisition.

11. Income Taxes

HEALTHSOUTH and its subsidiaries file a consolidated federal income tax
return. The limited partnerships file separate income tax returns. HEALTHSOUTH's
allocable portion of each partnership's income or loss is included in the
taxable income of the Company. The remaining income or loss of each partnership
is allocated to the limited partners.

F-18

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

Effective January 1, 1993, the Company changed its method of accounting for
income taxes to the liability method required by Financial Accounting Standards
Board (FASB) Statement No. 109, "Accounting for Income Taxes". The cumulative
effect of adopting Statement No. 109 was not material. Previously, the Company
had used the liability method as prescribed by FASB Statement No. 96.

Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets as of December 31, 1993 are as
follows:

Current Noncurrent Total
------- ---------- -------
(In thousands)

Deferred tax liabilities:

Depreciation and amortization.................... $ -- $ 32,787 $32,787
------- ---------- -------
Other............................................ 340 255 595
------- ---------- -------
Total deferred tax liabilities................... 340 33,042 33,382

Deferred tax assets: ............................
NME Selected Hospitals Acquisition related

expense.......................................... -- 19,399 19,399
Other............................................ 3,549 2,790 6,339
------- ---------- -------
Total deferred tax assets........................ 3,549 22,189 25,738
------- ---------- -------
Net deferred tax (assets) liabilities............ $ (3,209) $ 10,853 $ 7,644
======= ========== =======

Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1994 are as follows:

Current Noncurrent Total
------- ---------- -------
(In thousands)

Deferred tax liabilities:

Depreciation and amortization.................... $ -- $ 26,343 $26,343
Other............................................ -- 385 385
------- ---------- -------
Total deferred tax liabilities................... -- 26,728 26,728

Deferred tax assets:
NME Selected Hospitals Acquisition related
expense.......................................... -- 15,241 15,241
Other............................................ 2,643 2,892 5,535
------- ---------- -------
Total deferred tax assets........................ 2,643 18,133 20,776
------- ---------- -------
Net deferred tax (assets) liabilities............ $ (2,643) $ 8,595 $ 5,952
======= ========== =======

The current portion of the Company's deferred tax assets is included with
prepaid expenses and other current assets on the accompanying balance sheet.

F-19

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

The provision for income taxes was as follows:

Year ended December 31
1992 1993 1994
------ ------- -------
(In thousands)

Currently payable:
Federal................... $12,556 $15,616 $31,363
State..................... 1,772 2,101 4,634
------ ------- -------
14,328 17,717 35,997
Deferred expense (benefit):

Federal................... 4,041 (5,213) (1,414)
State..................... 495 (574) (278)
------ ------- -------
4,536 (5,787) (1,692)
------ ------- -------
Total provision........... $18,864 $11,930 $34,305
====== ======= =======

The components of the provision for deferred income taxesHorizon/CMS's Annual Report (Form 10-K/A)
for the year ended DecemberMay 31, 1992 are as follows:

(In thousands)
------------
Depreciation and
amortization................. $ 5,599
Bad debts.................... (1,119)
Other........................ 56
----------
$ 4,536
==========

The difference between the provision for income taxes and the amount computed
by applying the statutory federal income tax rate to income before taxes was as
follows:

Year ended December 31
---------------------------
1992 1993 1994
------ ------- -------
(In thousands)

Federal taxes at statutory rates............. $19,733 $12,100 $31,734
Add (deduct): ...............................
State income taxes, net of federal tax
benefit...................................... 1,665 792 2,734
Tax-exempt interest income................... (1,076) (454) (276)
------ ------- -------
Other........................................ (1,458) (508) 113
------ ------- -------
$18,864 $11,930 $34,305
====== ======= =======

12. Commitments and Contingencies

At December 31, 1994, anticipated capital expenditures for the next twelve
months approximate $130,000,000. This amount includes expenditures for the
construction and equipping of additions to existing facilities, the construction
of two inpatient rehabilitation facilities for which regulatory approval is
being obtained and the acquisition or development of comprehensive outpatient
rehabilitation facilities.

Beginning December 1, 1993, the Company became self-insured for professional
liability and comprehensive general liability. The Company purchased coverage
for all claims incurred prior to December 1, 1993. In addition, the Company
purchased underlying insurance which would cover all claims once established
limits1997, have been exceeded. It is the opinion of management that at December 31,
1994 the Company has adequate reserves to cover losses on asserted and
unasserted claims.

F-20audited by

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)
Operating leases

Operating leases generally consist of short-term lease agreements for
buildings where facilities are located. These leases generally have 5-year
terms, with one or more renewal options, with terms to be negotiated at the time
of renewal. Total rental expense for all operating leases was $17,777,000,
$29,373,000 and $66,056,000 for the years ended December 31, 1992, 1993 and
1994, respectively.

The following is a schedule of future minimum lease payments under all
operating leases having initial or remaining non-cancelable lease termsArthur Andersen LLP, independent public accountants, as set forth in excess of one year:

Year ending December 31 (In thousands)
------------------------ ---------------
1995........................... $ 57,659
1996........................... 53,836
1997........................... 49,752
1998........................... 45,663
1999........................... 40,438
After 1999..................... 129,327
----------
Total minimum payments
required....................... $ 376,675
==========

13. Employee Benefit Plans

The Company has a 401(k) savings plantheir
reports thereon incorporated herein by reference, which, matches 15% of the first 4% of
earnings that an employee contributes. All contributions are in the form of
cash. All employees who have completed one year of service with a minimum of
1,000 hours worked are eligible to participate in the plan. Company
contributions are gradually vested over a seven-year service period.
Contributionsas to the planyear 1995, is
based in part on the report of Ernst & Young LLP, independent auditors. The
financial statements and financial statement schedule referred to above have
been incorporated by reference herein in reliance upon said reports given upon
the Company were approximately $521,000, $490,000authority of said firms as experts in accounting and $1,094,000 in 1992, 1993 and 1994, respectively.

In 1991, the Company established an Employee Stock Ownership Plan (ESOP) for
the purpose of providing substantially all employees of the Company the
opportunity to save for their retirement and acquire a proprietary interest in
the Company. The ESOP currently owns approximately 830,000 shares of the
Company's Common Stock, which were purchasedauditing.

LEGAL MATTERS

Certain legal matters with funds borrowed from the
Company, $10,000,000 in 1991 (the 1991 ESOP Loan) and $10,000,000 in 1992 (the
1992 ESOP Loan). At December 31, 1994, the combined ESOP Loans had a balance of
$17,477,000. The 1991 ESOP Loan, which bears an interest rate of 10%, is payable
in annual installments covering interest and principal over a ten-year period
beginning in 1992. The 1992 ESOP Loan, which bears an interest rate of 8.5%, is
payable in annual installments covering interest and principal over a ten-year
period beginning in 1993. Company contributionsrespect to the ESOP began in 1992 and
shall at least equal the amount required to make all ESOP Loan amortization
payments for each plan year. The Company recognizes compensation expense based
on the shares allocated method. The total compensation expense related to the
ESOP recognized by the Company was $1,701,000, $3,198,000 and $3,673,000 in
1992, 1993 and 1994, respectively. Interest incurred on the ESOP Loans was
approximately $964,000, $1,743,000 and $1,608,000 in 1992, 1993 and 1994,
respectively. Approximately 213,000 shares owned by the ESOP have been allocated
to participants at December 31, 1994.

During 1993 the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") 93-6, "Employers Accounting for Employee Stock
Ownership Plans." Among other provisions, SOP 93-6 requires that compensation
expense relating to employee stock ownership plans be measured based on the fair
market valuevalidity of the shares when allocated to the employees. The provisions of
SOP 93-6 apply only to leveraged ESOPs formed after December 31, 1992, or shares
newly acquired

F-21

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

by an existing leveraged ESOP after December 31, 1992. Because all shares owned
by the Company's ESOP were acquired prior to December 31, 1992, the Company's
accounting policies for the shares currently owned by the ESOP are not affected
by SOP 93-6.

14. Terminated Merger

On January 2, 1992, the Company and Continental Medical Systems, Inc. ("CMS")
jointly announced an agreement to combine their business operations as provided
in an Agreement and Plan of Reorganization (the Plan). On May 6, 1992, the
Company and CMS jointly announced the termination of the Plan. Accordingly, all
costs and expenses incurred in connection with the Plan were charged to
operations in 1992 and reported as terminated merger expense in the accompanying
statements of income.

15. Sale of Assets and Partnership Interest

During the second quarter of 1994, the Company consummated the sale of
selected properties to Capstone Capital Corporation ("Capstone"), a real estate
investment trust. These properties include six ancillary hospital facilities,
three outpatient rehabilitation facilities, and one research facility. The net
proceeds to the Company as a result of this transaction were approximately
$49,025,000. The net book value of the properties was approximately $41,335,000.
Because the Company is leasing back substantially all of the properties from
Capstone, payments which aggregate $5.7 million annually, the resulting gain on
sale of approximately $7,690,000 has been recorded on the accompanying
consolidated balance sheet as deferred revenue andCommon Stock offered hereby will be amortized into income
over the initial lease terms of the properties. The Company is accounting for
each of the new leases as an operating lease with an initial lease term of 15
years. The Company and certain Company officers own approximately 3.9% of the
outstanding common stock of Capstone.

In May 1993, the Company sold its 51% partnership interest in Coastal
Lithotripsy Associates, L.P. and the Associated Management Services contract for
net proceeds of approximately $3,163,000. The Company recognized a gain of
$1,400,000 from this sale.

16. Impairment of Long-Term Assets

During 1994, certain events have occurred impairing the value of specific
long-term assets of ReLife (see Note 2). A hospital in Missouri with a distinct
part unit which ReLife was managing was purchased in 1994passed upon by an acute care
provider which terminated the contract with ReLife. Remaining goodwill of
$1,700,000 and costs allocated to the management contract of $1,300,000 were
written off as there is no value remaining for the terminated contract.

A ReLife facility in central Florida incurred tornado damage and has not been
operating since September 1993. During 1994, management of ReLife has determined
that it is probable that this facility will not reopen. Start-up costs of
$1,600,000 were written off. This facility is leased under an operating lease as
described in Note 12 through the year 2001. An impairment accrual has been
established based on the projected undiscounted net cash flows related to this
non-operating facility for the remainder of the lease term. The accrual totals
$5,900,000 and consists of $4,700,000 in lease payments and $1,200,000 in fixed
costs and operating expenses, including property taxes, maintenance, security
and other related costs. The current portion of the accrual approximates
$600,000 and is included with accrued interest payable and other liabilities in
the accompanying December 31, 1994 balance sheet. The remaining long-term
portion of the accrual is included with other long-term liabilities in the
accompanying December 31, 1994 balance sheet.

F-22

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
December 31, 1994--(Continued)

During 1994, ReLife entered into a contract for a new information system.
During the period ended September 30, 1994, ReLife's expenditures related to
this contract totalled approximately $4,363,000. The system was not operational
during this period, thus those expenditures are considered non-recurring. The
Company will retain certain equipment with an approximate cost of $750,000,
which was included in the expenditures noted above. The remainder of the
expenditures, $3,613,000, is included in loss on abandonment of the computer
project. The Company has also established a reserve of approximately $887,000
for settlement of the contract. The contract contains a provision for
cancellation by ReLife, without cause, upon at least 180 days' prior written
notice. The application of this termination provision could result in a
settlement of up to $6,500,000. The Company is currently in negotiations to
settle the contract and believes that it is probable that the settlement will be
for an amount approximately equal to the reserve established.

The above amounts are shown as operating expenses in the consolidated
statement of income.

17. Subsequent Events

Effective June 13, 1995, the Company merged with Surgical Health Corporation
in a transaction accounted for as a pooling of interests (see Note 2).

Effective April 1, 1995, the Company completed the acquisition of the
rehabilitation hospitals division of NovaCare, Inc. ("NovaCare"), consisting of
11 rehabilitation hospitals, 12 other facilities and certificates of need to
build two other facilities. The total purchase price for the NovaCare facilities
was approximately $235,000,000.

Effective April 17, 1995, the Company declared a two-for-one stock split paid
in the form of a 100% stock dividend. Accordingly, all share and per share
information have been restated to give effect to this transaction for all
periods presented.

Subsequent to December 31, 1994, the Company received a fully underwritten
commitment to amend and restate the 1994 Credit Agreement (see Note 7) which
will increase the size of the facility to $1 billion.

F-23

HEALTHSOUTH Corporation and Subsidiaries
Consolidated Balance Sheet (Unaudited)

June 30, 1995
----------
(In thousands)

Assets
Current Assets:
Cash and cash equivalents ................................... $ 62,336
Other marketable securities ................................. 13,579
Accounts receivable ......................................... 281,283
Inventories, prepaid expenses, and other current assets .... 110,538
----------
Total current assets ........................................ 467,736
Other assets................................................. 60,953
Property, plant and equipment--net .......................... 1,042,444
Intangible assets--net ...................................... 491,916
----------
Total assets ................................................ $2,063,049
==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable ............................................ $ 93,094
Salaries and wages payable .................................. 44,496
Accrued interest payable and other liabilities .............. 28,250
Current portion of long-term debt ........................... 16,750
-----------
Total current liabilities ................................... 182,590

Long-term debt .............................................. 1,340,549
Deferred income taxes ....................................... 6,518
Other long-term liabilities ................................. 4,071
Deferred revenue............................................. 7,266
Minority interests--limited partnerships..................... 3,923
Stockholders' equity: .......................................
Preferred Stock, $.10 par value--1,500,000 shares
authorized; issued and outstanding--none .................... --
Common Stock, $.01 par value--150,000,000 shares authorized;
80,128,000 shares issued .................................... 801
Additional paid-in capital .................................. 381,743
Retained earnings ........................................... 151,797
Treasury stock .............................................. (323)
Receivable from Employee Stock Ownership Plan ............... (15,886)
----------
Total stockholders' equity .................................. 518,132
----------
Total liabilities and stockholders' equity .................. $2,063,049
==========

See accompanying notes.

F-24

HEALTHSOUTH Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)

Six Months Ended June 30,
-------------------
1994 1995
---- ----
(In thousands, except
for per share data)

Revenues .............................................. $584,183 $716,949
Operating expenses: ...................................
Operating units ....................................... 437,645 513,038
Corporate general and administrative .................. 19,191 19,645
Provision for doubtful accounts ....................... 10,287 14,119
Depreciation and amortization ......................... 36,962 55,663
Interest expense ...................................... 26,980 44,292
Interest income ....................................... (1,598) (2,770)
Merger expenses........................................ 3,397 29,194
Loss on impairment of assets .......................... 0 11,192
------- -------
532,862 684,373

Income before income taxes and minority interests .... 51,321 32,576
Provision for income taxes ............................ 19,104 10,895
------- -------
32,217 21,681
Minority interests .................................... 2,991 3,904
------- -------
Net income ............................................ $ 29,226 $ 17,777
======= =======
Weighted average common and common equivalent shares
outstanding ........................................... 83,974 87,246
======= =======
Net income per common and common equivalent share .... $ 0.35 $ 0.20
======= =======

See accompanying notes.

F-25

HEALTHSOUTH Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,
-------------------------
1994 1995
---- ----
(In thousands)

Operating Activities
Net income ..................................................................... $ 29,226 $ 17,777
Adjustments to reconcile net income to net cash provided by operating
activities: ....................................................................
Depreciation and amortization .................................................. 36,962 55,663
Provision for doubtful accounts ................................................ 10,287 14,119
Income applicable to minority interests of limited partnerships ............... 2,991 3,904
Loss on impairment of assets ................................................... -- 11,192
Merger costs ................................................................... 3,397 29,194
Provision for deferred income taxes ............................................ 13,588 9,354
Provision for deferred revenue ................................................. -- (260)
Changes in operating assets and liabilities, net of effects of acquisitions: ..
Accounts receivable ............................................................ (40,149) (6,935)
Inventories, prepaid expenses and other current assets ......................... (6,393) (3,316)
Accounts payable and accrued expenses .......................................... 10,652 (42,916)
--------- --------
Net cash provided by operating activities ...................................... 60,561 87,776

Investing Activities
Purchases of property, plant and equipment ..................................... (68,320) (70,235)
Proceeds from sale of property, plant and equipment ............................ 50,867 14,786
Additions to intangible assets, net of effects of acquisitions ................. (19,778) (26,464)
Assets obtained through acquisitions, net of liabilities assumed .............. (34,645) (284,090)
Changes in other assets ........................................................ (15,561) (6,895)
Proceeds received on sale of other marketable securities ....................... 2,085 11,596
Investments in other marketable securities ..................................... (3,004) (10,926)
--------- --------
Net cash used in investing activities........................................... (88,356) (372,228)

Financing Activities
Proceeds from borrowings ....................................................... 488,536 650,744
Principal payments on long-term debt and leases ................................ (420,206) (373,351)
Proceeds from exercise of options............................................... 8,797 5,448
Reduction in receivable from Employee Stock Ownership Plan ..................... 1,455 1,590
Proceeds from investment by minority interests ................................. 1,319 --
Purchase of limited partnership interests ...................................... (266) --
Payment of cash distributions to limited partners .............................. (4,676) (10,873)
--------- --------
Net cash provided from financing activities .................................... 74,959 273,558
--------- --------
(Decrease) increase in cash and cash equivalents ............................... 47,164 (10,894)
Cash and cash equivalents at beginning of period ............................... 81,031 73,230
--------- --------
Cash and cash equivalents at end of period ..................................... $ 128,195 $ 62,336
========= ========
Supplemental Disclosures of Cash Flow Information ..............................
Cash paid during the year for: .................................................
Interest ....................................................................... $ 19,165 $ 42,298
Income taxes ................................................................... 13,127 32,176

Non-cash financing activities:

During 1995, the Company declared a two-for-one stock split on its Common
Stock, which was effected in the form of a 100% stock dividend.

See accompanying notes.

F-26

HEALTHSOUTH Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Six Months Ended June 30, 1995 and 1994

(Unaudited)

NOTE 1 -- The accompanying consolidated financial statements include the
accounts of HEALTHSOUTH Corporation (the "Company") and its
subsidiaries. This information should be read in conjunction with the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as amended. It is management's opinion that the
accompanying consolidated financial statements reflect all adjustments
(which are normal recurring adjustments, except as otherwise
indicated) necessary for a fair presentation of the results for the
interim period and the comparable period presented.

NOTE 2 -- During 1994, the Company entered into a $550,000,000 revolving
line of credit with NationsBank of North Carolina, N.A.
("NationsBank") and other participating banks (the "1994 Credit
Agreement"). On April 11, 1995, the Company amended and restated the
1994 Credit Agreement with NationsBank to increase the size of the
credit facility to $1,000,000,000. At June 30, 1995, the Company had
drawn $895,000,000 under the restated 1994 Credit Agreement.

On March 24, 1994, the Company issued $250,000,000 principal amount of
9.5% Senior Subordinated Notes due 2001 (the "Notes"). Interest is
payable on April 1 and October 1. The Notes are senior subordinated
obligations of the Company and, as such, are subordinated to all
existing and future senior indebtedness of the Company. Also on March
24, 1994, the Company issued $100,000,000 principal amount of 5%
Convertible Subordinated Debentures due 2001 (the "Convertible
Debentures"). An additional $15,000,000 principal amount of
Convertible Debentures was issued in April 1994 to cover underwriters'
overallotments. Interest is payable on April 1 and October 1. The
Convertible Debentures are convertible into Common Stock of the
Company at the option of the holder at a conversion price of $18.81
per share, subject to adjustment in certain events. The net proceeds
from the issuance of the Notes and Convertible Debentures were used by
the Company to pay down indebtedness outstanding under its other
existing credit facilities.

At June 30, 1995, long-term debt consisted of the following:

June 30, 1995
---------------
(In thousands)

Advances under the $1,000,000,000 1994 Credit
Agreement.......................................... $ 895,000
9.5% Senior Subordinated Notes due 2001............ 250,000
5% Convertible Subordinated Debentures due 2001 ... 115,000
Other long-term debt............................... 97,299
-----------
1,357,299

Less amounts due within one year................... 16,750
-----------
$1,340,549
===========

NOTE 3 -- Effective December 29, 1994, the Company merged with ReLife, Inc.
("ReLife") in a transaction that was accounted for as a pooling of
interests. Accordingly, the Company's historical financial statements
for all periods prior to the effective date of the merger have been
restated to include the results of ReLife. Prior to the merger, ReLife
reported on a fiscal year ending on September 30. The restated
financial statements for all periods prior to and including December
31, 1994 are based on a combination of the Company's results for its
December 31 fiscal year and ReLife's results for its September 30
fiscal year. Beginning

F-27

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
Six Months Ended June 30, 1995 and 1994--(Continued)
(Unaudited)

January 1, 1995, all facilities acquired in the ReLife merger adopted
a December 31 fiscal year end; accordingly, all consolidated financial
statements for periods after Decem ber 31, 1994 are based on a
consolidation of all of the Company's subsidiaries on a December 31
year end. ReLife's historical results of operations for the three
months ended December 31, 1994 are not included in the Company's
consolidated statements of income or cash flows. An adjustment has
been made to stockholders' equity as of January 1, 1995 to adjust for
the effect of excluding ReLife's results of operations for the three
months ended December 31, 1994. The following is a summary of ReLife's
results of operations and cash flows for the three months ended
December 31, 1994 (in thousands):

Statement of Income Data:
Revenues......................................... $ 38,174
Operating expense: ..............................
Operating Units.................................. 31,797
Corporate general and administrative............. 2,395
Provision for doubtful accounts.................. 541
Depreciation and amortization.................... 1,385
Interest expense................................. 858
Interest income.................................. (91)
HEALTHSOUTH merger expense....................... 3,050
Loss on disposal of fixed assets................. 1,000
Loss on abandonment of computer project ......... 973
--------
41,908
--------
Income before income taxes and minority
interests........................................ (3,734)
Provision for income taxes....................... --
--------
Net income....................................... $ (3,734)
========
Statement of Cash Flow Data:
Net cash provided by operating activities ....... $ 38,077
Net cash used by investing activities............ (9,632)
Net cash used in financing activities............ (23,950)
--------
Net increase in cash ............................ $ 4,495
========

NOTE 4 -- Effective June 13, 1995, the Company merged with Surgical Health
Corporation ("SHC") and in connection therewith issued 8,531,480
shares of its Common Stock for all of SHC's outstanding common and
preferred stock. SHC operates a network of 41 freestanding surgery
centers (including four mobile lithotripters) in eleven states, with
an aggregate of 156 operating and procedure rooms.

The merger was accounted for as a pooling of interests and,
accordingly, the Company's financial statements have been restated to
include the results of SHC for all periods presented. Costs and
expenses of $29,194,000 incurred by the Company in connection with the
merger have been recorded in operations during the quarter ending June
30, 1995 and reported as Merger Costs in the accompanying consolidated
statements of income (see Note 8).

There were no material transactions between the Company and SHC prior
to the merger. The effects of conforming the accounting policies of
the two companies are not material.

F-28

HEALTHSOUTH Corporation and Subsidiaries -
Notes to Consolidated Financial Statements
Six Months Ended June 30, 1995 and 1994--(Continued)
(Unaudited)

NOTE 5 -- Effective April 1, 1995, the Company completed the acquisition of
the rehabilitation hospitals division of NovaCare, Inc. ("NovaCare"),
consisting of 11 rehabilitation hospitals, 12 other facilities, and
certificates of need to build two other facilities. The total purchase
price for the NovaCare facilities was approximately $235,000,000. The
cost in excess of net asset value was approximately $173,000,000. Of
this excess, approximately $129,000,000 has been allocated to
leasehold value and the remaining $44,000,000 to goodwill.

During the first six months of 1995, the Company acquired or opened 28
outpatient rehabilitation facilities and one outpatient surgery
center. The total purchase price of the acquired facilities was
approximately $54,385,000. The Company also entered into non-compete
agreements totaling approximately $5,020,000 in connection with these
transactions. The cost in excess of the acquired facilities' net asset
value was approximately $39,463,000. The results of operations (not
material individually or in the aggregate) of these acquisitions are
included in the consolidated financial statements from their
respective acquisition dates.

NOTE 6 - During the first six months of 1995, the Company granted incentive
and nonqualified stock options to certain Directors, employees and
others for 2,947,500 shares of Common Stock at an exercise price of
$16.75 per share.

NOTE 7 -- Effective April 17, 1995, the Company declared a two-for-one stock
split paid in the form of a 100% stock dividend. Accordingly, all
share and per share information have been restated to give effect to
this transaction for all periods presented.

NOTE 8 -- As a result of the NovaCare acquisition and SHC merger, the
Company recognized $29,194,000 in merger costs during 1995. Fees
related to legal, accounting and financial advisory services accounted
for $3,400,000 of the expense. Costs and expenses related to the SHC
Bond Tender Offer (see "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources") totaled $14,606,000. Accruals for employee separations
were approximately $1,188,000. In addition, the Company has provided
approximately $10,000,000 for the write-down of certain assets to net
realizable value as the result of a planned facility consolidation.
The consolidation is applicable in a market where the Company's
existing services overlap with those of an acquired facility. Also
during the quarter ended June 30, 1995, the Company recognized an
$11,192,000 loss on impairment of assets. The impaired assets relate
to six SHC facilities in which the projected undiscounted cash flows
did not support the book value of the long-lived assets of such
facilities.

F-29

Pro Forma Condensed Financial Information

The following pro forma condensed financial information reflects the impact
of the NovaCare Rehabilitation Hospitals Acquisition on HEALTHSOUTH'S results of
operations for the six-month period ended June 30, 1995. The HEALTHSOUTH
historical amounts reflect the ReLife Acquisition and the SHC Acquisition as
HEALTHSOUTH acquired ReLife and SHC in December 1994 and June 1995,
respectively, in transactions which were each accounted for as a pooling of
interests. The HEALTHSOUTH historical amounts also reflect the results of
operations of the NovaCare Rehabilitation Hospitals from April 1, 1995 through
the end of the period. Prior to the NovaCare Rehabilitation Hospitals
Acquisition, which was effective as of April 1, 1995, these facilities were
operated by Rehab Systems Company ("RSC") a wholly-owned subsidiary of NovaCare,
Inc. The NovaCare historical amounts reflect its financial results from January
1, 1995 through March 31, 1995.

The pro forma information should be read in conjunction with the historical
financial statements of HEALTHSOUTH and RSC and the related notes thereto. The
pro forma financial information is presented for informational purposes only and
is not necessarily indicative of the results of operations that would have
resulted had the acquisition described above been consummated at the date
indicated, nor is it necessarily indicative of the results of operations of
future periods.

F-30

HEALTHSOUTH Corporation and Subsidiaries
Pro Forma Condensed Combined Income Statement (Unaudited)
Six Months Ended June 30, 1995

Pro Forma Pro Forma
HEALTHSOUTH NovaCare Adjustments Combined
------------ ------------ -------------- ---------
(In thousands, except per share amounts)

Revenues............................................ $ 716,949 $ 37,942 $ 1,860 (5) $ 756,751
Operating expenses: ................................
Operating units..................................... 513,038 33,065 (910)(2) 545,193
Corporate general and administrative................ 19,645 - - 19,645
Provision for doubtful accounts..................... 14,119 322 - 14,441
Depreciation and amortization....................... 55,663 1,996 (999)(1) 58,542
1,882 (3)

Interest expense.................................... 44,292 2,595 2,684 (4) 49,571
Interest income..................................... (2,770) - - (2,770)
Merger costs........................................ 29,194 29,194
Loss on impairment of assets........................ 11,192 11,192
----------- ----------- ---------- ---------
684,373 37,978 2,657 725,008
Income before income taxes and minority interests .. 32,576 (36) (797) 31,743
Provision for income taxes.......................... 10,895 (101) (259) 10,535
----------- ----------- ---------- ---------
21,681 65 (538) 21,208
Minority interests.................................. 3,904 89 - 3,993
----------- ----------- ---------- ---------
Net income.......................................... $ 17,777 $ (24) $ (538) $ 17,215
=========== =========== ========== =========
Weighted average common and common equivalent
shares outstanding.................................. 87,246 N/A N/A 87,246
=========== =========== ========== =========
Net income per common and common equivalent share .. $ 0.20 $ N/A $ N/A $ 0.20
=========== =========== ========== =========

See accompanying notes.

F-31

HEALTHSOUTH Corporation and Subsidiaries
Notes to Pro Forma Condensed Financial Information

A. The NovaCare Rehabilitation Hospitals Acquisition

Effective April 1, 1995 HEALTHSOUTH completed the acquisition of the
rehabilitation hospitals division of NovaCare, Inc. ("NovaCare"), consisting of
11 rehabilitation hospitals, 12 other facilities, and certificates of need to
build two additional facilities (the "NovaCare Rehabilitation Hospitals
Acquisition"). The purchase price was approximately $234,807,000. The
transaction was accounted for as a purchase. HEALTHSOUTH financed the cost of
the NovaCare Rehabilitation Hospitals Acquisition through additional borrowings
under its existing credit facilities, as amended.

The accompanying pro forma income statement for the six months ended June 30,
1995 assume that the transaction was consummated at the beginning of the period
presented.

Certain assets and liabilities of Rehab Systems Company (a wholly owned
subsidiary of NovaCare, Inc.) were excluded from the NovaCare Rehabilitation
Hospitals Acquisition and are not included in the accompanying March 31, 1995
NovaCare balance sheet. The excluded assets and liabilities are as follows (in
thousands):

Cash and cash equivalents........................... $ 4,973
Accounts receivable................................. 259
Other current assets................................ 42
Equipment, net...................................... 4,719
Intangible assets, net.............................. 56,321
Other assets (primarily investments in
subsidiaries)....................................... 40,637
Accounts payable.................................... (454)
Other current liabilities........................... (275)
Current portion of long term debt................... (146)
Long term debt...................................... (38,620)
Payable to affiliates............................... (92,377)
--------
Net excluded (liability)............................ (24,921)
========

The following pro forma adjustments are necessary for the NovaCare
Rehabilitation Hospitals Acquisition:

1. To exclude historical depreciation and amortization expense related to the
excluded assets described above. The total expense excluded amounts to $999,000
for the three months ended March 31, 1995.

2. To eliminate intercompany management fees and royalty fees of $910,000
of the acquired NovaCare facilities.

3. To adjust depreciation and amortization expense to reflect the allocation
of the excess purchase price over the net tangible asset value as follows (in
thousands):

Purchase Price
Allocation Useful Amount of
Adjustment Life Amortization
---------------- ---------- ---------------

Leasehold value.......... $ 128,333 20 years $ 1,605
Goodwill................. 44,365 40 years 277
-----
$ 1,882
=====

No additional adjustments to NovaCare's historical depreciation and
amortization are necessary. The remaining net assets acquired approximate their
fair value.

F-32

HEALTHSOUTH Corporation and Subsidiaries
Notes to Pro Forma Condensed Financial Information (Continued)

Because NovaCare's results of operations before intercompany items (described
in Note 2 above) are profitable, both on a historical and pro forma basis, the
40-year amortization period for goodwill is appropriate and consistent with
HEALTHSOUTH policy. Leasehold value is being amortized over the weighted average
remaining terms of the leases, which is 20 years.

4. To increase interest expense by $4,889,000 to reflect pro forma borrowings
of $234,807,000, described above, at a 8.33% variable interest rate, which
represents HEALTHSOUTH's weighted average cost of debt, as if they were
outstanding for the entire year, and to decrease interest expense by $2,205,000,
which represents interest on NovaCare debt not assumed by HEALTHSOUTH. A .125%
variance in the assumed interest rate would change annual pro forma interest
expense by approximately $73,000. The net increase to pro forma interest expense
for the six-month period ended June 30, 1995 is $2,684,000.

5. To adjust estimated Medicare reimbursement for the changes in
reimbursable expenses described in items 1, 2, 3 and 4 above. These changes
are as follows (in thousands);

Six months ended
June 30, 1995
------------------

Depreciation and amortization (Note 1)............................ $ (999)
Intercompany management fees (Note 2)............................. (910)
Depreciation and amortization (Note 3)............................ 1,882
Interest expense (Note 4)......................................... 2,684
------
2,657

Assumed Medicare utilization...................................... 70%
------
Increased reimbursement........................................... $1,860
======

The Medicare utilization rate of 70% assumes a change from NovaCare's
historical Medicare percentage of 78% as a result of bringing these facilities
into the HEALTHSOUTH network.

F-33

=============================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than as contained herein, and
if given or made, such information or representations must not be relied upon as
having been authorized by the Company or any of the Underwriters. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
purchase any securities other than those to which it relates or an offer to, or
solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
sale hereunder shall under any circumstances create any implication that there
has been no change in the affairs of the Company or that information provided
herein is correct at any time subsequent to its date.

TABLE OF CONTENTS

Page
-----
Available Information ................. 2
Prospectus Summary .................... 3
The Company ........................... 5
Recent Developments ................... 5
Risk Factors...........................
Use of Proceeds ....................... 5
Capitalization ........................ 6
Selected Consolidated Financial Data . 7
Management's Discussion and Analysis
of Financial Condition and Results of
Operations ............................ 8
Business .............................. 15
Management ............................ 30
Description of Capital Stock .......... 33
Underwriting .......................... 35
Legal Matters ......................... 36
Experts ............................... 36
Incorporation of Certain Documents by
Reference ............................. 36
Index to Financial Statements ......... F-1

11,000,000 Shares

HEALTHSOUTH Corporation

Common Stock

P R O S P E C T U S
, 1995

Smith Barney Inc.
Merrill LynchHaskell Slaughter
& Co.
Morgan Stanley & Co.
IncorporatedYoung, L.L.C.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ItemITEM 14. Other Expenses of Issuance and Distribution.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the variousestimated expenses to be incurred in
connection with the sale and distribution of the securities being registered hereby, other than
underwriting discounts and commissions.hereby. All amounts are estimated exceptsuch
expenses shall be borne by the Company.

Registration fee under the Securities and Exchange Commission registration fee and the New York Stock
Exchange additional listing fee.

Amount
-------
SEC registration fee................Act of 1933 $ 99,783
NASD filing fee .................... 29,437
NYSE additional listing fee......... 44,725
Blue Sky fees and7,363
Printing expenses ......... 7,500
Accounting fees and expenses ...... 50,000.............................. 10,000
Legal fees and expenses ............ 75,000
Printing and engraving ............. 150,000
Registrar and transfer agent's fees 5,000........................ 10,000
Accounting services ........................... 15,000
Miscellaneous fees and expenses .... 39,005
---------
Total.............................. $500,000

Item................................. 7,000
--------
Total .................................... $49,363
========

ITEM 15. Indemnification of Directors and OfficersINDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102(b)(7) of the Delaware General Corporation Law of the State of Delaware("DGCL") grants
corporations the right to limit or eliminate the personal liability of their
Directorsdirectors in certain circumstances in accordance with provisions therein set
forth. Article NINTHNine of HEALTHSOUTH'sthe HEALTHSOUTH Restated Certificate of Incorporation
providesfiled in the Office of the Secretary of the State of Delaware on March 13, 1997
(the "HEALTHSOUTH Certificate"), contains a provision eliminating or limiting
director liability to HEALTHSOUTH and its stockholders for monetary damages
arising from acts or omissions in the elimination ofdirector's capacity as a director. The
provision does not, however, eliminate or limit the personal liability of a
Directordirector (i) for any breach of such director's duty of loyalty to the
corporationHEALTHSOUTH or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under the Delaware
statutory provision making directors personally liable, under a negligence
standard, for unlawful dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. This provision offers persons who serve on the Board of Directors of
HEALTHSOUTH protection against awards of monetary damagedamages resulting from
breaches of their duty of care (except as indicated above). As a result of this
provision, the ability of HEALTHSOUTH or a stockholder thereof to successfully
prosecute an action against a director for thea breach of his duty of care is
limited. However, the Director's fiduciaryprovision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
his duty toof care. The SEC has taken the full extent allowableposition that the provision will have no
effect on claims arising under such Section
102(b)(7).the Federal securities laws.

Section 145 of the General Corporation Law of the State of DelawareDGCL grants corporations the right to indemnify their
directors, officers, employees and agents in accordance with the provisions
therein set forth. Article VINine of HEALTHSOUTH'sthe HEALTHSOUTH Certificate and Article IX of
the HEALTHSOUTH Bylaws providesprovide for mandatory indemnification rights, subject to
limited exceptions, to any director, officer, employee, or agent of HEALTHSOUTH
who, by reason of the fact that he or she is a director, officer, employee, or
agent of HEALTHSOUTH, is involved in a legal proceeding of any nature. Such
indemnification rights include reimbursement for expenses incurred by such
director, officer, employee, or agent in advance of the final disposition of
such persons toproceeding in accordance with the full extent allowable under applicable law.provisions of the DGCL.

HEALTHSOUTH has entered into agreements with all of its Directors and its
executive officers pursuant to which the companyHEALTHSOUTH has agreed to indemnify such
Directors and executive officers against liability incurred by them by reason of
their services asof a Director to the fullest extent allowable under applicable
law.

The Underwriting Agreement (Exhibit 1.1) provides for indemnification by the
Underwriters of the registrant, its directors and officers, and by the
Registrant of the Underwriters and certain related persons, for certain
liabilities arising under the Act and affords certain rights of contribution
with respect thereto.

II-1

ItemITEM 16. Exhibits.EXHIBITS.

Exhibits:

EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------

(2) Plan and Agreement of Merger, dated February 17, 1997, among
HEALTHSOUTH Corporation, Reid Acquisition Corporation and
Horizon/CMS Healthcare Corporation filed as Exhibit Number Description2 to
HEALTHSOUTH's Registration Statement on Form S-4 (No. 333-36419)
dated as of Document
------------ -----------------------
(1) Form of Underwriting Agreement.
(5)September 25, 1997, is hereby incorporated by reference.

+(5) Opinion of Haskell Slaughter & Young, & Johnston, Professional
Association (to be filed by amendment).
(11) Statement re ComputationL.L.C., as to the legality of
Per Share Earnings.the shares of HEALTHSOUTH Common Stock issued in connection
herewith.

(23)-1 Consent of Ernst & Young LLP.LLP (with regard to HEALTHSOUTH
consolidated Financial Statements).

(23)-2 Consent of Arthur Andersen LLP (with regard to Horizon/CMS
consolidated Financial Statements).

(23)-3 Consent of Ernst & Young LLP (with regard, in part, to Horizon/CMS
consolidated Financial Statements as of May 31, 1995).

+(23)-4 Consent of Haskell Slaughter & Young, & Johnston, Professional
AssociationL.L.C. (included in the
opinion filed as Exhibit (5)).

(24)+(24) Powers of Attorney.

See Signature Pages.
(27)-1 Financial Data Schedule, year-end.
(27)-2 Financial Data Schedule, six-months

Item- ----------
+ Previously filed.

ITEM 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permittedUNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to directors, officers and
controlling persons of the Company pursuantthis registration statement;

(iii) to include any material information with respect to the foregoing provisions,plan of
distribution not previously disclosed in this registration statement or
otherwise, the Company has been advised thatany material change to such information in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claimregistration statement.

(2) That, for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The undersigned Company hereby undertakes that:

(1) For purposes of determining any liability under the Act, the information
omitted from the form of Prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that containstime shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a formpost-effective amendment
any of prospectusthe securities being registered which remain unsold at the
termination of the offering.

(4) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on September 8 , 1995.November 26, 1997.

HEALTHSOUTH Corporation

By:CORPORATION

By /s/ RichardRICHARD M. Scrushy
------------------------SCRUSHY
-------------------------------------
Richard M. Scrushy
Chairman of the Board and
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard M. Scrushy and Aaron Beam, Jr., and each
of them, his attorney-in-fact with powers of substitution for him in any and all
capacities, to sign any amendments, supplements, subsequent registration
statements relating to the offering to which this Registration Statement
relates, or other instruments he deems necessary or appropriate, and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitute may do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature Title Date
----------- --------------------------- -------
/s/ Richard M. Scrushy
------------------------SIGNATURE TITLE DATE
- ---------------------------- --------------------------------- ------------------

Richard/s/ RICHARD M. ScrushySCRUSHY
- ------------------------ Chairman of the Board September 8, 1995November 26, 1997
Richard M. Scrushy and Chief Executive Officer
and Director

/s/ Aaron Beam, Jr.
------------------------
Aaron Beam, Jr.*
- ------------------------- Executive Vice President, and September 8, 1995November 26, 1997
Michael D. Martin Chief Financial Officer /s/and Treasurer

*
- ------------------------- Senior Vice President November 26, 1997
William T. Owens
------------------------
William T. Owens Senior Vice President September 8, 1995 and Controller (Principal
Accounting Officer)

/s/* Director November 26, 1997
- -------------------------
James P. Bennett

------------------------
James P. Bennett* Director September 8, 1995

/s/November 26, 1997
- -------------------------
Anthony J. Tanner

------------------------
Anthony J. Tanner* Director September 8, 1995

/s/November 26, 1997
- -------------------------
P. Daryl Brown

------------------------
P. Daryl Brown* Director September 8, 1995

/s/November 26, 1997
- -------------------------
Phillip C. Watkins, M.D.

------------------------
Phillip C. Watkins, M.D.* Director September 8, 1995

II-3

/s/ George H. StrongNovember 26, 1997
- -------------------------
George H. Strong

* Director September 8, 1995

/s/ C. Sage GivensNovember 26, 1997
- -------------------------
C. Sage Givens

II-3

SIGNATURE TITLE DATE
- ---------------------------- --------------------------------- ------------------

* Director September 8, 1995

/s/ Charles W. Newhall IIINovember 26, 1997
- -------------------------
Charles W. Newhall III

* Director September 8, 1995

/s/ Larry R. HouseNovember 26, 1997
- -------------------------
Larry R. House

* Director September 8, 1995

/s/ John S. ChamberlinNovember 26, 1997
- -------------------------
John S. Chamberlin

* Director September 8, 1995

/s/ Richard F. CelesteNovember 26, 1997
- -------------------------
Richard F. CelesteJoel C. Gordon

* Director September 8, 1995November 26, 1997
- -------------------------
Neal M. Elliot

*By /s/ RICHARD M. SCRUSHY
------------------------------
Richard M. Scrushy
Attorney-in-Fact

II-4

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

Column A Column B Column C Column D Column E
------------------------------------ ----------- ------------------------------------ ----------- ---------------
Balance at Additions Charged Additions Charged
Beginning of to Costs and to Other Accounts Deductions Balance at End
Description Period Expenses Describe Describe of Period
----------- ------------- ----------------- ------------------ ----------- ----------------
(In thousands)

Year ended December 31, 1992:

Allowance for doubtful accounts and $ 218,964(1)
contractual adjustments ............ $ 27,037 $ 13,254 14,822(2) $ 224,216(3) $ 49,861
---------- ---------- ---------- ------------ --------
Year ended December 31, 1993:
Allowance for doubtful accounts and 289,077(1)
contractual adjustments ............ 49,861 16,181 50,420(2) 284,729 120,810
---------- ---------- ---------- ------------ --------
Year ended December 31, 1994:
Allowance for doubtful accounts and $ 644,658(1)
contractual adjustments............. $ 120,810 $ 23,739 6,547(2) $ 651,327(3) $144,427
---------- ---------- ---------- ------------ --------

(1) Provisions for contractual adjustments which are netted against gross
revenues.

(2) Allowances of acquisitions in years 1992, 1993 and 1994, respectively.

(3) Write-offs of uncollectible patient accounts receivable and third party
contractual adjustments, net of third party retroactive settlements.

S-1