EXHIBIT (99)-6
                            EXCHANGE AGENT AGREEMENT

                             _________________, 2000

The Bank of New York
101 Barclay Street
New York, New York 10286
Reorganization Department, 7 East

Ladies and Gentlemen:

         HEALTHSOUTH  Corporation (the "Company"),  is offering to exchange (the
"Exchange Offer") its 10-3/4% Senior  Subordinated Notes due 2008 (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"),  pursuant to a Registration  Statement on Form S-4 (File
No.  333-__________) for an equal principal amount of the Company's  outstanding
10-3/4% Senior  Subordinated  Notes due 2008 (the "Private  Notes"),  which were
issued in a transaction  exempt from registration  under the Securities Act. The
Exchange Notes and the Private Notes are collectively  referred to herein as the
"Notes". The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
__________,  2000,  unless the  Exchange  Offer is  extended  as provided in the
Prospectus included in such Registration Statement (the "Prospectus"),  in which
case the term "Expiration Date" shall mean the latest date and time to which the
Exchange Offer is extended.  Upon execution of this  Agreement,  The Bank of New
York  will act as the  Exchange  Agent for the  Exchange  Offer  (the  "Exchange
Agent").  A copy of the Prospectus is attached hereto as EXHIBIT A.  Capitalized
terms used and not otherwise  defined herein shall have the respective  meanings
ascribed thereto in the Prospectus.

         A copy of each of the form of the letter of transmittal (the "Letter of
Transmittal"),  the form of the notice of  guaranteed  delivery  (the "Notice of
Guaranteed  Delivery"),  the form of letter to brokers and the form of letter of
clients (collectively,  the "Tender Documents") to be used by holders of Private
Notes  ("Holders")  in order to receive  Exchange Notes pursuant to the Exchange
Offer is attached hereto as EXHIBIT B.

         The Company hereby  appoints you to act as Exchange Agent in connection
with the Exchange Offer. In carrying out your duties as Exchange Agent,  you are
to act in accordance with the following provisions of this Agreement:

         1. You are to mail the  Prospectus  and the Tender  Documents to all of
the Holders  and  participants  on the day that you are  notified by the Company
that the Registration Statement has become effective under the Securities Act of
1933, as amended, or as soon as practicable  thereafter,  and to make subsequent
mailings  thereof to any persons who become Holders prior to the Expiration Date
and to any persons as may from time to time be  requested  by the  Company.  All
mailings  pursuant  to this  Section  1 shall be by  first-class  mail,  postage
prepaid,  unless otherwise  specified by the Company.  You shall also accept and
comply with telephone  requests for information  relating to

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the Exchange  Offer,  provided  that such  information  shall relate only to the
procedures  for tendering  Private Notes in (or  withdrawing  tenders of Private
Notes from) the Exchange Offer.  All other requests for information  relating to
the  Exchange  Offer  shall be directed to the  Company,  Attention:  Malcolm E.
McVay,  One  HealthSouth  Parkway,  Birmingham,  Alabama 35243;  Telephone (205)
969-6140; Facsimile (205) 969-4620.

         2. You are to examine the Letters of Transmittal  and the Private Notes
and other documents delivered or mailed to you, by or for the Holders,  prior to
the  Expiration  Date, to ascertain  whether (i) each Letter of  Transmittal  is
properly  executed and completed in accordance with the  instructions  set forth
therein,  (ii) the Private  Notes are in proper form for  transfer and (iii) any
other  document  required  by  the  instructions  accompanying  the  Letters  of
Transmittal is completed and duly executed in accordance with such instructions.
In each case where a Letter of Transmittal or other document has been improperly
executed or completed or, for any other  reason,  is not in proper form, or some
other irregularity exists, you are authorized to endeavor to take such action as
you consider appropriate to notify the tendering Holder of such irregularity and
as to the appropriate means of resolving the same. Determination of questions as
to the proper  completion or execution of the Letters of  Transmittal,  or as to
the  proper  form  for  transfer  of  the  Private  Notes  or  as to  any  other
irregularity in connection with the submission of Letters of Transmittal  and/or
Private Notes and other documents in connection  with the Exchange Offer,  shall
be made by the  officers  of, or  counsel  for,  the  Company  at their  written
instructions or oral direction confirmed by facsimile. Any determination made by
the Company on such questions shall be final and binding.

         3. At the  written  request  of the  Company  or its  counsel,  Haskell
Slaughter & Young,  L.L.C.,  you shall notify tendering  Holders in the event of
any extension,  termination or amendment of the Exchange  Offer. In the event of
any such termination,  you will return all tendered Private Notes to the persons
entitled thereto, at the request and expense of the Company.

         4.  Tender  of the  Private  Notes may be made only as set forth in the
Letter of Transmittal.  Notwithstanding the foregoing, tenders which the Company
shall approve in writing as having been properly tendered shall be considered to
be properly tendered.  Letters of Transmittal and Notices of Guaranteed Delivery
shall  be  recorded  by you as to the  date and  time of  receipt  and  shall be
preserved and retained by you at the Company's  expense for six years.  Exchange
Notes are to be issued in exchange  for Private  Notes  pursuant to the Exchange
Offer only in  accordance  with the  provisions of Section 8 hereof and only (i)
against  deposit  with you  prior to the  Expiration  Date or,  in the case of a
tender in accordance  with the guaranteed  delivery  procedures  outlined in the
Letter of Transmittal,  within three New York Stock Exchange  trading days after
the Expiration  Date of the Exchange  Offer,  together with executed  Letters of
Transmittal  and other  documents  required by the Exchange Offer or (ii) in the
event that the Holder is a participant in The Depository  Trust Company  ("DTC")
system,  by the utilization of DTC's Automated Tender Offer Program ("ATOP") and
any evidence required by the Exchange Offer.

         You are hereby  directed to  establish  an account  with respect to the
Private Notes at DTC (the "Book Entry  Transfer  Facility")  within two business
days  after the date of the  Prospectus.  Any  financial  institution  that is a
participant in the Book Entry Transfer Facility system may, until the

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Expiration Date, make book-entry delivery of the Notes by causing the Book Entry
Transfer  Facility to transfer such Notes into your account in  accordance  with
the procedure for such transfer established by the Book Entry Transfer Facility.
In every  case,  however,  a  Letter  of  Transmittal  (or a  manually  executed
facsimile thereof), or an Agent's Message,  properly completed and duly executed
with any required signature  guarantees and any other required documents must be
transmitted  to  and  received  by  you  prior  to the  Expiration  Date  or the
guaranteed  delivery  procedures  described in the  Prospectus  must be complied
with.

         The term "Agent's Message" means a message transmitted by a participant
of the Book Entry Transfer Facility to and received by DTC and forming a part of
a Book Entry  Confirmation,  which states that such Book Entry Transfer Facility
has received an express  acknowledgment  from the participant in such Book Entry
Transfer Facility tendering the Private Notes that such participant has received
and  agrees to be bound by the terms of the Letter of  Transmittal  and that the
Company may enforce such agreement against such participant.

         5.  Upon the oral or  written  request  of the  Company  (with  written
confirmation  of any  such  oral  request  thereafter),  you  will  transmit  by
telephone,  and promptly  thereafter confirm in writing to Malcolm E. McVay, One
HealthSouth  Parkway,  Birmingham,  Alabama  35243;  Telephone  (205)  969-6140;
Facsimile  (205)  969-4620,  or such other persons as the Company may reasonably
request the aggregate  number and principal  amount of Private Notes tendered to
you and the number and principal amount of Private Notes properly  tendered that
day. In addition,  you will also inform the  aforementioned  persons,  upon oral
request  made from  time to time  (with  written  confirmation  of such  request
thereafter)  prior to the Expiration Date, of such information as they or any of
them may reasonably request.

         6. Upon the terms and subject to the conditions of the Exchange  Offer,
delivery of Exchange Notes will be made by you promptly after  acceptance of the
tendered  Private Notes in accordance  with Section 8 hereof.  You will hold all
items which are  deposited  for tender  with you after 5:00 p.m.,  New York City
time, on the Expiration Date pending further instructions from an officer of the
Company or its counsel.

         7. If any  Holder  shall  report  to you  that  his or her  failure  to
surrender  Private  Notes  registered  in his or her  name is due to the loss or
destruction of a certificate or certificates,  you shall request such Holder (i)
to furnish to you an affidavit  of loss and, if required by the Company,  a bond
of indemnity in an amount and evidenced by such certificate or certificates of a
surety,  as may be satisfactory to you and the Company,  and (ii) to execute and
deliver  an  agreement  to  indemnify  the  Company  and you in such  form as is
acceptable  to you and the  Company.  The  obligees  to be  named  in each  such
indemnity  bond shall  include  the  Company  and you.  You shall  report to the
Company the names of all Holders  who claim that their  Private  Notes have been
lost or destroyed and the principal amount of such Private Notes.

         8. Upon the expiration of the Exchange Offer, William T. Owens, William
W. Horton or Malcolm E.  McVay,  or another  designated  officer or agent of the
Company,  will confirm to you orally  (oral  notice to be promptly  confirmed in
writing) or in writing the  aggregate  principal  amount of Private  Notes being
exchanged for Exchange Notes pursuant to the Exchange Offer. The Private

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Notes accepted for exchange are to be delivered to the Trustee with instructions
to cancel such Private Notes and unless  otherwise  instructed by the Company to
destroy such  canceled  Private Notes and furnish the Company with a certificate
evidencing such destruction.

         As soon as practicable  after the Company  notifies you of its election
to exchange Private Notes pursuant to the preceding paragraph,  you shall either
(i) cause an aggregate principal amount of Exchange Notes equal to the aggregate
principal  amount of Private Notes  surrendered with and tendered by each Letter
of Transmittal or Agent's Message and accepted for exchange to be reflected,  as
directed in such Letter of Transmittal or Agent's Message, on records maintained
by DTC, or, as applicable, (ii) at the request of the tendering Holder contained
in a Letter of Transmittal  which is tendering Private Notes in definitive form,
cause to be delivered as directed in such Letter of  Transmittal  Exchange Notes
registered  in the  name or  names  specified  in  such  Letter  of  Transmittal
evidencing an aggregate principal amount equal to the aggregate principal amount
of Private Notes surrendered with and tendered by such Letter of Transmittal.

         Tenders  pursuant to the Exchange  Offer are  irrevocable,  except that
Private Notes  tendered  pursuant to the Exchange  Offer may be withdrawn at any
time prior to the Expiration Date as described in the Prospectus.

         If, pursuant to the terms of the Exchange  Offer,  the Company does not
accept and exchange all or any part of the Private  Notes,  or Private Notes are
tendered but withdrawn  prior to the  Expiration  Date,  or partial  tenders are
made, you shall promptly return to, or, upon the order of, the tendering Holder,
certificates for Private Notes not exchanged.

         Any  certificates  for unexchanged  Notes forwarded by first-class mail
shall be so forwarded under an existing  insurance policy protecting you and the
Company from loss or liability arising out of the non-receipt or non-delivery of
such  certificates or by registered mail insured  separately for the replacement
value of such certificates.

         9. For your services as the Exchange Agent hereunder, the Company shall
pay you in accordance  with the schedule of fees  attached  hereto as EXHIBIT C.
The Company also will reimburse you, for your reasonable  out-of-pocket expenses
(including,  but not limited to,  reasonable  attorneys'  fees and  expenses not
previously  paid  to  you) in  connection  with  your  services  promptly  after
submission to the Company of itemized statements.

         10.  You are not  authorized  to pay any  concessions,  commissions  or
solicitation  fees to any broker,  dealer,  bank or other person or to engage or
utilize any person to solicit tenders.

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         11.      As the Exchange Agent hereunder, you:

                  (a) shall  have no  duties or  obligations  other  than  those
         specifically set forth herein or in the Exhibits  attached hereto or as
         may be  subsequently  requested  in writing of you by the  Company  and
         agreed to by you in writing with respect to the Exchange Offer;

                  (b) will be regarded as making no  representations  and having
         no responsibilities as to the validity, accuracy, sufficiency, value or
         genuineness  of any Private Notes  deposited  with you hereunder of any
         Exchange Notes, any tender Documents or other documents prepared by the
         Company in connection with the Exchange Offer;

                  (c) shall not be obligated to take any legal action  hereunder
         which might in your  judgment  involve any expense or liability  unless
         you shall have been furnished with an indemnity reasonably satisfactory
         to you;

                  (d) may rely on, and shall be fully  protected and indemnified
         as  provided in Section 12 hereof in acting  upon,  the written or oral
         instructions  with  respect to any matter  relating  to your  acting as
         Exchange Agent specifically  covered by this Agreement or supplementing
         or  qualifying  any such  action of any  officer or agent of such other
         person or persons as may be designated or whom you  reasonably  believe
         have been designated by the Company;

                  (e)  may  consult  with  counsel of your selection,  including
         counsel for the Company,  and the advice of such counsel  shall be full
         and complete  authorization and protection in respect in good faith and
         in accordance with such advice of such counsel;

                  (f) shall not at any time  advise  any person as to the wisdom
         of  the  Exchange  Offer  or as to  the  market  value  or  decline  or
         appreciation in market value of any Private Notes or Exchange Notes;

                  (g)  shall not be liable  for any  action  which you may do or
         refrain from doing in connection  with this  Agreement  except for your
         gross negligence, willful misconduct or bad faith;

                  (h) shall not be  required to expend or risk your own funds or
         otherwise  to incur  any  liability,  financial  or  otherwise,  in the
         performance  of any of your duties  hereunder or in the exercise of any
         of your  rights  or powers if you shall  have  reasonable  grounds  for
         believing that repayment of such funds or indemnity satisfactory to you
         against such risk or liability is not assured to you;

                  (i) may  conclusively  rely and  shall be fully  protected  in
         acting or  refraining  from  acting upon any  resolution,  certificate,
         statement,  instrument,  opinion,

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         report,  notice,  request,  consent,  order, approval or other paper or
         document  believed  by you to be  genuine  and to have  been  signed or
         presented by the proper party or parties;

                  (j)  shall  be  entitled,  if in  the  administration  of  the
         provisions  of this  Agreement you shall deem it necessary or desirable
         that a matter be proved or established prior to taking or suffering any
         action to be taken hereunder, to receive, and such matter (unless other
         evidence in respect thereof be herein specifically  prescribed) may, in
         the absence of gross  negligence,  willful  misconduct  or bad faith on
         your part be deemed to be  conclusively  proved and  established,  by a
         certificate  signed by one of the  Company's  authorized  officers  and
         delivered  to you,  and  such  certificate,  in the  absence  of  gross
         negligence, willful misconduct or bad faith on your part, shall be full
         warrant to you for any action  taken,  suffered  or omitted by it under
         the provisions of this Agreement upon the faith thereof;

                  (k) may  execute  any of the  trusts  or powers  hereunder  or
         perform any duties  hereunder  either directly or by or through agents,
         attorneys, custodians or nominees appointed with due care; and

                  (l) may at any time resign by giving 30 days'  written  notice
         of  resignation   to  the  Company.   Upon  receiving  such  notice  of
         resignation,  the Company shall promptly  appoint a successor and, upon
         the acceptance by the successor of such  appointment,  release you from
         your  obligations  hereunder  by  written  instrument,  a copy of which
         instrument shall be delivered to each of you and your successor.  If no
         successor  shall have been so appointed and have  accepted  appointment
         within 30 days after the giving of such notice of resignation,  you may
         petition any court of competent  jurisdiction  for the appointment of a
         successor.

         12. The Company covenants and agrees to indemnify and hold harmless you
and your officers,  directors,  employees,  agents and affiliates (collectively,
the  "Indemnified  Parties" and each an  "Indemnified  Party") against any loss,
liability or reasonable expense of any nature (including  reasonable  attorneys'
and  other  fees  and  expenses)  incurred  without  gross  negligence,  willful
misconduct or bad faith on an Indemnified  Party's part, in connection  with the
administration of the duties of the Indemnified  Parties hereunder in accordance
with this Agreement;  provided,  however,  such Indemnified  Party shall use its
best effort to notify the  Company by letter,  or by cable,  telex or  facsimile
confirmed  by  letter,  of  the  written  assertion  of  a  claim  against  such
Indemnified  Party, or of any action commenced  against such Indemnified  Party,
promptly  after  but in any event  within  10 days of the date such  Indemnified
Party shall have  received any such  written  assertion of a claim or shall have
been served with a summons, or other legal process, giving information as to the
nature and basis of the claim; provided,  however, that failure to so notify the
Company  shall not relieve the Company of any  liability  which it may otherwise
have hereunder except such liability that is a direct result of such Indemnified
Party's  failure to so notify the  Company.  The  Company  shall be  entitled to
participate at its own expense in the defense of any such claim or legal action,
and if the Company so elects or if the  Indemnified  Party in such notice to the
Company so directs,  the Company shall assume

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the  defense of any suit  brought to enforce  any such  claim.  In the event the
Company  assumes such defense,  the Company shall not be liable for any fees and
expenses  thereafter  incurred by such Indemnified  Party which is incurred as a
result of the need to have  separate  representation  because of a  conflict  of
interest between such Indemnified  Party and the Company.  No Indemnified  Party
shall  enter  into  a  settlement  or  other  compromise  with  respect  to  any
indemnified loss,  liability or expense without the prior written consent or the
Company,  which shall not be unreasonably  withheld or delayed if not adverse to
the  Company's  interests.  Obligations  under this Section 12 shall survive the
termination of this  Agreement or the earlier  resignation or termination of the
Exchange Agent.

         13. This Agreement and your  appointment as the Exchange Agent shall be
construed  and  enforced  in  accordance  with the laws of the State of New York
(without  regard to its  conflicts  of law  principles)  and shall  inure to the
benefit  of,  and the  obligations  created  hereby  shall be  binding  upon the
successors and assigns of, the parties hereto.  No other person shall acquire or
have any rights under or by virtue of this Agreement.

         14. This Agreement may not be modified, amended or supplemented without
an express written agreement  executed by the parties hereto.  Any inconsistency
between this Agreement and the Tender  Documents,  as they may from time to time
be  supplemented  or amended,  shall be resolved in favor of the latter,  except
with respect to the duties,  liabilities and  indemnification of you as Exchange
Agent.

         15. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original  and all of which taken  together  shall
constitute one and the same agreement.

         16. In case any provision of this Agreement  shall be invalid,  illegal
or  unenforceable,  the validity,  legality and  enforceability of the remaining
provisions shall not in any way be affected or unpaired thereby.

         17. Unless  terminated  earlier by the parties  hereto,  this Agreement
shall  terminate 90 days  following the  Expiration  Date.  Notwithstanding  the
foregoing,  Sections 9 and 12 shall survive the  termination of this  Agreement.
Upon any  termination  of this  Agreement,  you shall  promptly  deliver  to the
Trustee any certificates for Private Notes or Exchange Notes,  funds or property
then held by you as Exchange Agent under this Agreement.

         18. All notices and  communications  hereunder  shall be in writing and
shall be deemed to be duly given on the date  received if delivered by reputable
overnight courier or registered mail,  postage prepaid,  or sent by facsimile as
follows:

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                  If to Company:            HEALTHSOUTH Corporation
                                            One HealthSouth Parkway
                                            Birmingham, Alabama  35243
                                            Attention:  William W. Horton
                                            Telephone:        (205) 969-4977
                                            Facsimile:        (205) 969-4730

                  and a copy to:            Haskell Slaughter & Young, L.L.C.
                                            1200 AmSouth/Harbert Plaza
                                            1901 Sixth Avenue North
                                            Birmingham, Alabama  35203
                                            Attention  F. Hampton McFadden, Jr.
                                            Telephone:        (205) 251-1000
                                            Facsimile:        (205) 324-1133

                  If to you:                The Bank of New York
                                            101 Barclay Street
                                            New York, New York 10286
                                            Reorganization Department, 7 East

                                            Attention: ____________________
                                            Telephone: ___________________

or such other address or telecopy  number as any of the above may have furnished
to the other parties in writing for such purposes.

         19.  This  Agreement  and all of the  obligations  hereunder  shall  be
assumed by any and all successors and assigns of the Company.

         If the  foregoing  is in  accordance  with your  understanding,  please
indicate  your  agreement by signing and  returning  the  enclosed  copy of this
Agreement to the Company.

                                                     Very truly yours,

                                                     HEALTHSOUTH Corporation

                                                     By
                                                       -------------------------
                                                          William W. Horton
                                                      Senior Vice President and
                                                       Corporate Counsel and
                                                         Assistant Secretary

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Agreed to this ______ day of _________________, 2000.

The Bank of New York, as Exchange Agent

By:
   -----------------------------------
         -----------------------
             --------------


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                                    EXHIBIT A

                                   PROSPECTUS



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                                    EXHIBIT B

                   LETTER OF TRANSMITTAL AND TENDER DOCUMENTS



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                                    EXHIBIT C

                        SCHEDULE OF FEES FOR SERVICES AS
                               EXCHANGE AGENT FOR

                             HEALTHSOUTH CORPORATION
                   10-3/4% SENIOR SUBORDINATED NOTES DUE 2008

                               EXCHANGE AGENT FEE

          To  cover  the   acceptance  of  the   appointment,   the  review  and
consideration  of the  documentation,  communication  with the working  parties,
normal  functions  of  the  Exchange  Agent,  including  the  establishment  and
maintenance   of  required   records  and  accounts,   distribution   of  tender
documentation, and receipt of tendered Notes and supporting documentation.

         One-Time Fee of $5,000, plus $500 per daily extension

OUT-OF-POCKET  EXPENSES,  DTC  SERVICE  CHARGES  AND  EXPENSES,  LEGAL  FEES AND
EXPENSES,  IF AND WHEN  INCURRED,  FEES AND  DISBURSEMENTS  AND  SERVICES  OF AN
UNANTICIPATED OR EXTRAORDINARY NATURE WILL BE CHARGED WHEN OR IF INCURRED.

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