SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)

                     of the Securities Exchange Act of 1934

Date of Report:                     August 23, 1995

                             HEALTHSOUTH Corporation

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

         Delaware                     1-10315               63-0860407
    ------------------               ---------             ------------
     (State or Other               (Commission          (I.R.S. Employer
Jurisdiction of Incorporation      File Number)        Identification No.)
     or Organization)

       Two Perimeter Park South
         Birmingham, Alabama                                 35243
     ----------------------------                        -------------
       (Address of Principal                              (Zip Code)
         Executive Offices)

     Registrant's Telephone Number,                    (205) 967-7116
       Including Area Code:



Item 5.           OTHER EVENTS

         On August 23, 1995,  HEALTHSOUTH  Corporation,  a Delaware  corporation
(the "Company"), entered into a Plan and Agreement of Merger with Sutter Surgery
Centers, Inc., a Delaware corporation ("SSCI"), pursuant to which a wholly-owned
subsidiary  of the  Company  will  be  merged  into  SSCI,  with  SSCI to be the
surviving corporation. Under the terms of the Plan and Agreement of Merger, SSCI
stockholders will be entitled to receive shares of Company Common Stock for each
share of SSCI Common Stock held by them. The estimated value of the transaction,
which will be accounted for as a tax-free pooling of interests, is approximately
$38 million.  As a result of the Merger,  the Company will acquire 12 outpatient
surgery centers in 3 states.  The  consummation of the transaction is subject to
the  expiration  or  termination  of  the  waiting  period  required  under  the
Hart-Scott-Rodino  Antitrust  Improvements  Act, and to certain other regulatory
approvals.  Subject to such  approvals,  the transaction is expected to close in
the fourth quarter of 1995, or as soon as practicable  after the receipt of such
approvals.

Item 7.           FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

                  21.      Form  of  press   release   issued   by   HEALTHSOUTH
                           Corporation  in connection  with the  above-described
                           transaction.



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:              September 7, 1995

                                HEALTHSOUTH Corporation

                                By   /s/ ANTHONY J. TANNER
                                  --------------------------------------------
                                     Anthony J. Tanner
                                     Executive Vice President - Administration
                                        and Secretary