EXHIBIT (23)-6


                       Consent of Bear, Stearns & Co. Inc.


We hereby  consent to the  inclusion  in the  Prospectus  Joint  Proxy-Statement
forming  part  of  this  Registration  Statement  on  Form  S-4  of  HEALTHSOUTH
Corporation  of our opinion  attached as Annex C thereto and to the reference to
such  opinion  and to our firm  therein.  We also  confirm  the  accuracy in all
material  respects of the description  and summary of such fairness  opinion and
the  description  and  summary  of  our  analysis,  observations,   beliefs  and
conclusions relating thereto, set forth under the heading "The Merger -- Opinion
of Bear Stearns" therein.  In giving such consent,  we do not admit that we come
within the category of persons whose consent is required  under Section 7 of the
Securities  Act of 1933 and the  rules and  regulations  of the  Securities  and
Exchange Commission issued thereunder.


                                          Bear, Stearns & Co. Inc.

                                          By:     /s/ Gilbert Matthews
                                             -----------------------------
                                                    Managing Director


Dated: December 12, 1995