EXHIBIT 99
                       
                          SUTTER SURGERY CENTERS, INC.
                    SPECIAL MEETING OF STOCKHOLDERS-- , 1995

PROXY

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                        OF SUTTER SURGERY CENTERS, INC.

   The  undersigned  hereby appoints and , and each of them, with full powers of
substitution, attorneys and proxies of the undersigned to vote the Common Stock,
par value $.01 per share, of Sutter Surgery Centers,  Inc.  ("SSCI"),  which the
undersigned  could vote, and with all power the  undersigned  would possess,  if
personally  present at the Special Meeting of Stockholders of SSCI to be held at
the executive offices of SSCI at 1201 Alhambra Boulevard, Suite 330, Sacramento,
California  95816,  on,  _________,  1995, at _:00 _m.,  Pacific  time,  and any
adjournment thereof:

     1.   To  approve  and adopt the Plan and  Agreement  of Merger  dated as of
          August 23, 1995, attached as Annex A to the Prospectus-Proxy Statement
          that has been  transmitted  in  connection  with the Special  Meeting,
          pursuant  to  which  SSCI  Acquisition   Corporation,  a  wholly-owned
          subsidiary of HEALTHSOUTH Corporation,  will merge with and into SSCI,
          and stockholders of SSCI will receive a specified  fraction of a share
          of Common Stock of  HEALTHSOUTH  Corporation  for each share of Common
          Stock of SSCI  surrendered  for  exchange,  all as  described  in said
          Prospectus-Proxy Statement.

                        [ ] FOR    [ ] AGAINST  [ ] ABSTAIN
 
     2.   In  their  discretion,  to act  upon any  matters  incidential  to the
          foregoing  and such other  business  as may  properly  come before the
          Special Meeting, or any adjournment thereof.

                            (Continued and to be dated and signed on other side)
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(Continued from other side)

   This proxy,  when  properly  executed,  will be voted in the manner  directed
herein by the undersigned stockholder.  If no direction is made, this Proxy will
be  voted  FOR  Item 1  above.  Any  stockholder  who  wishes  to  withhold  the
discretionary  authority  referred to in Item 2 above should mark a line through
the entire Item.

   Receipt  of  the   Prospectus-Proxy   Statement   dated  ,  1995,  is  hereby
acknowledged.

                                            Dated:_______________________ , 1995


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                                            Signature(s)


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                                            (Please sign exactly and as fully as
                                            your  name  appears  on  your  stock
                                            certificate.   If  shares  are  held
                                            jointly,   each  stockholder  should
                                            sign.)

   Please mark, sign, date, and return promptly, using the enclosed envelope.
                            No postage is required.