PROXY

                             HEALTHSOUTH Corporation
               SPECIAL MEETING OF STOCKHOLDERS -- January 17, 1996
                      THIS PROXY IS SOLICITED ON BEHALF OF
                             THE BOARD OF DIRECTORS

   The  undersigned  hereby  appoints  RICHARD M. SCRUSHY and AARON BEAM, JR. or
_________________________________________, and each of them, with several powers
of substitution,  proxies to vote the shares of Common Stock, par value $.01 per
share, of HEALTHSOUTH  Corporation (the "Company")  which the undersigned  could
vote if personally present at the Special Meeting of Stockholders of the Company
to be held at Two Perimeter Park South, Birmingham, Alabama 35243, on Wednesday,
January 17, 1996, at 11:00 a.m., C.S.T., and any adjournment thereof:

                  (Continued and to be signed on other side)




                                                                 [ ] Please mark
                                                                      your vote
                                                                       as the

              ---------------
                 Common

1. Approval  and  adoption  of an Amended and  Restated  Plan and  Agreement  of
   Merger,  dated October 9, 1995,  attached as Annex A to the  Prospectus-Joint
   Proxy  Statement  that has been  transmitted  in connection  with the Special
   Meeting,  pursuant  to which  SCA  Acquisition  Corporation,  a  wholly-owned
   subsidiary of the Company, will merge with and into Surgical Care Affiliates,
   Inc.  ("SCA"),  and  stockholders  of SCA will receive a specified  number of
   shares  of  HEALTHSOUTH  Common  Stock  for each  share of SCA  Common  Stock
   surrendered  for exchange,  all as described in said  Prospectus-Joint  Proxy
   Statement.

  FOR                                AGAINST                            ABSTAIN

  | ]                                 | ]                                 | ]

2. Adoption  and  approval  of an  Amendment  to  the  Restated  Certificate  of
   Incorporation  of the Company to increase the authorized  Common Stock of the
   Company to 250,000,000 shares of Common Stock, par value $.01 per share.

  FOR                                AGAINST                            ABSTAIN

  | ]                                 [ ]                                 | ]

3. In their discretion,  to act upon any matters incidental to the foregoing and
   such other  business as may properly  come before the Special  Meeting or any
   adjournment thereof.

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 and 2 above.  Any  stockholder  who  wishes  to  withhold  the
discretionary  authority  referred to in Item 3 above should mark a line through
the entire Item.

Dated:
      ---------------------------------

- ---------------------------------------
Signature(s)
       
- ---------------------------------------
(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