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:       October 9, 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 October 9, 1995,  HEALTHSOUTH  Corporation,  a Delaware  corporation
(the "Company"),  entered into a Plan and Agreement of Merger with Surgical Care
Affiliates,   Inc.,  a  Delaware  corporation  ("SCA"),   pursuant  to  which  a
wholly-owned  subsidiary  of the Company will be merged into SCA, with SCA to be
the surviving corporation.  Under the terms of the Plan and Agreement of Merger,
SCA stockholders  will be entitled to receive shares of Company Common Stock for
each  share  of SCA  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  $1,200,000,000.  As a result  of the  Merger,  the  Company  will
acquire 67 existing  surgery  centers and an additional 10 surgery centers under
development or  construction.  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
early 1996, 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:              October 20, 1995


                                     HEALTHSOUTH Corporation

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