PROXY



                         Surgical Care Affiliates, Inc.

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



   The undersigned hereby appoints Joel C. Gordon, William J. Hamburg or Tarpley
B. Jones, and each of them, with several powers of substitution, proxies to vote
the  shares  of  Common  Stock,  par value  $0.25  per  share of  Surgical  Care
Affiliates,  Inc. ("SCA") which the undersigned could vote if personally present
at the Special  Meeting of  Stockholders  of SCA to be held at SCA's  offices at
Suite 610, 102 Woodmont Boulevard, Nashville, Tennessee, on January 17, 1996, at
10:00 a.m., C.S.T., and any adjournment thereof:

                  (Continued and to be signed on other side)


- --------------------
      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
HEALTHSOUTH  Corporation  ("HEALTHSOUTH"),  will  merge  with and into 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. 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. Any  stockholder  who wishes to withhold the  discretionary
authority  referred  to in Item 2 above  should  mark a line  through the entire
Item.

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

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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.)