EXHIBIT (99)-3


                            HEALTHSOUTH CORPORATION


                       OFFER TO EXCHANGE ALL OUTSTANDING
                  10-3/4% SENIOR SUBORDINATED NOTES DUE 2008
                                      FOR
                  10-3/4% SENIOR SUBORDINATED NOTES DUE 2008
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
              PURSUANT TO THE PROSPECTUS DATED DECEMBER __, 2000

To Our Clients:

     We  are  enclosing  herewith  a  Prospectus  dated  December  __, 2000 (the
"Prospectus"),  of  HEALTHSOUTH  Corporation  (the  "Company")  and  a Letter of
Transmittal  (which  together  constitute  the "Exchange Offer") relating to the
offer  by  the Company to exchange up to $350,000,000 aggregate principal amount
of  the  Company's  10-3/4%  Senior  Subordinated  Notes due 2008 (the "Exchange
Notes"),  pursuant  to  an offering registered under the Securities Act of 1933,
as  amended  (the "Securities Act"), for a corresponding principal amount of the
Company's  issued  and  outstanding  10-3/4%  Senior Subordinated Notes due 2008
(the  "Private  Notes"),  upon the terms and subject to the conditions set forth
in  the  Exchange  Offer. Capitalized terms used but not defined herein have the
meaning given to such terms in the Prospectus.

     PLEASE  NOTE  THAT  THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON JANUARY __, 2001, UNLESS EXTENDED.

     The  Exchange  Offer  is not conditioned upon any minimum number of Private
Notes being tendered.

     We  are  the  participants  in the book-entry transfer facility for Private
Notes  held  by  us for your account. A tender of such Private Notes can be made
only  by  us as the participant in the book-entry transfer facility and pursuant
to  your  instructions.  The  Letter of Transmittal is furnished to you for your
information  only  and  cannot be used by you to tender Private Notes held by us
for your account.

     We  request instructions as to whether you wish to tender any or all of the
Private  Notes held by us for your account (you may tender less than all of such
Private  Notes  and/or  tender  less than the full principal amount of any given
Exchange  Note,  provided  that  the amount tendered is in integral multiples of
$1,000)  pursuant  to  the  terms  and conditions of the Exchange Offer. We also
request  that  you  confirm  that we may on your behalf make the representations
contained  in  the Letter of Transmittal that are to be made with respect to you
as beneficial owner.

     Pursuant  to the Letter of Transmittal, each holder (a "Holder") of Private
Notes  will represent to the Company that (i) it is not an affiliate (as defined
in  Rule  405  under  the  Securities  Act)  of  the  Company;  (ii) it is not a
broker-dealer  tendering  Private  Notes  acquired  for its own account directly
from  the  Company;  (iii)  any  Exchange  Notes  to  be  received by it will be
acquired  in the ordinary course of its business; and (iv) it is not engaged in,
and  does not intend to engage in, a distribution of such Exchange Notes and has
no  arrangement  or  understanding  to participate in a distribution of Exchange
Notes.  If  a  Holder  of  Private Notes is engaged in or intends to engage in a
distribution  of  Exchange  Notes  or  has any arrangement or understanding with
respect  to  the  distribution  of Exchange Notes to be acquired pursuant to the
Exchange  Offer,  such  Holder may not rely on the applicable interpretations of
the  staff  of  the  SEC  and  must  comply with the registration and prospectus
delivery  requirements  of  the  Securities Act in connection with any secondary
resale transaction.

                                        Very truly yours,