EXHIBIT (99)-3

                            HEALTHSOUTH CORPORATION

                       OFFER TO EXCHANGE ALL OUTSTANDING
                          6.875% SENIOR NOTES DUE 2005
                         AND 7.0% SENIOR NOTES DUE 2008
                                      FOR
                          6.875% SENIOR NOTES DUE 2005
                         AND 7.0% SENIOR NOTES DUE 2008
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                PURSUANT TO THE PROSPECTUS DATED AUGUST  , 1998

To Our Clients:

     We  are  enclosing   herewith  a  Prospectus   dated  August  ,  1998  (the
"Prospectus")  of  HEALTHSOUTH  Corporation  (the  "Issuer")  and  a  Letter  of
Transmittal  (which together  constitute the "Exchange  Offer")  relating to the
offer by the Issuer to exchange up to $250,000,000 aggregate principal amount of
the  Issuer's  6.875%  Senior  Notes due 2005 and up to  $250,000,000  aggregate
principal  amount of the Issuer's  7.0% Senior Notes due 2008 (the "New Notes"),
pursuant to an offering  registered under the Securities Act of 1933, as amended
(the  "Securities  Act"),  for a corresponding  principal amount of the Issuer's
issued and  outstanding  6.875%  Senior Notes due 2005 and 7.0% Senior Notes due
2008,  respectively  (the  "Old  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
               , 1998, UNLESS EXTENDED.

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

     We are the participants in the book-entry  transfer  facility for Old Notes
held by us for your  account.  A tender of such Old 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 Old Notes held by us for your account.

     We request  instructions as to whether you wish to tender any or all of the
Old Notes held by us for your  account (you may tender less than all of such Old
Notes and/or tender less than the full  principal  amount of any given Old 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 Old
Notes will  represent to the Issuer that (i) it is not an affiliate  (as defined
in  Rule  405  under  the  Securities  Act)  of  the  Issuer;  (ii)  it is not a
broker-dealer tendering Old Notes acquired for its own account directly from the
Issuer;  (iii)  any New  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 New Notes and has no arrangement or
understanding  to participate in a distribution of New Notes. If a Holder of Old
Notes is engaged in or intends to engage in a  distribution  of New Notes or has
any arrangement or  understanding  with respect to the distribution of New Notes
to be acquired  pursuant to the Exchange Offer,  such Holder may not rely on the
applicable  interpretations  of the staff of the Commission and must comply with
the registration and prospectus  delivery  requirements of the Securities Act in
connection with any secondary resale transaction.

                                        Very truly yours,