<PAGE>
    As filed with the Securities and Exchange Commission on November 28, 1995

                                           Registration No. 33-______________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

                          Registration Statement Under

                           The Securities Act of 1933

                              --------------------
                             HEALTHSOUTH Corporation

             (Exact Name of Registrant as Specified in its Charter)

                              --------------------
          Delaware                                    63-0860407
 (State or Other Jurisdiction           (I.R.S. Employer Identification Number)
of Incorporation or Organization)

               Two Perimeter Park South, Birmingham, Alabama 35243
            -------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

               SUTTER SURGERY CENTERS, INC. 1993 STOCK OPTION PLAN

          SUTTER SURGERY CENTERS, INC. NON-QUALIFIED STOCK OPTION PLAN
                             AND AGREEMENT (SAIBENI)

          SUTTER SURGERY CENTERS, INC. NON-QUALIFIED STOCK OPTION PLAN
                              AND AGREEMENT (SHAH)

          SUTTER SURGERY CENTERS, INC. NON-QUALIFIED STOCK OPTION PLAN
                             AND AGREEMENT (AKELLA)

          SUTTER SURGERY CENTERS, INC. NON-QUALIFIED STOCK OPTION PLAN
                              AND AGREEMENT (KELLY)

          SUTTER SURGERY CENTERS, INC. NON-QUALIFIED STOCK OPTION PLAN
                               AND AGREEMENT (MAY)

                            (Full Title of the Plan)
                                                         Copy to:

         RICHARD M. SCRUSHY                                          
        Chairman of the Board                         WILLIAM W. HORTON
    and Chief Executive Officer           Group Vice President--Legal Services 
      HEALTHSOUTH Corporation                   HEALTHSOUTH Corporation
Two Perimeter Park South, Suite 224W       Two Perimeter Park South, Suite 224W
    Birmingham, Alabama 35243                    Birmingham, Alabama  35243
         (205) 967-7116                               (205) 967-7116

                    (Name and address of agent for service)              
         (Telephone number, including area code, of agent for service)

                              --------------------

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after effective date of this Registration Statement.
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
       Title of                                    Proposed Maximum         Proposed Maximum           Amount of
      Securities             Amount to be           Offering Price         Aggregate Offering        Registration
   to be Registered         Registered (1)           per Share (2)              Price (2)               Fee (2)
- ------------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                    <C>                      <C>
   Common Stock, Par        175,449 shares         $26.25                 $4,605,536.25            $1,588.12
 Value $.01 Per Share
==================================================================================================================
<FN>
(1) The amount  being  registered  represents  175,449  authorized  and unissued
shares reserved for issuance under the Plans. 

<PAGE>
(2) In accordance with Rule 457(h) promulgated under the Securities Act of 1933,
these  calculations are based upon a price of $26.25 per share, which represents
the  average of the high and low prices  for the shares as  reported  on the New
York Stock Exchange on November 21, 1995.
</FN>
</TABLE>
<PAGE>

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement,  and  specifically  made  a  part  hereof,  the  following  documents
heretofore filed by HEALTHSOUTH  Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission"),  pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"):

                  1. The  Company's  Annual  Report on Form 10-K for the  fiscal
         year ended December 31, 1994, as amended.

                  2. The Company's  Proxy  Statement used in connection with the
         solicitation  of proxies for the 1995 Annual  Meeting of  Stockholders,
         held June 6, 1995.

                  3.  HEALTHSOUTH's  Quarterly Reports on Form 10-Q, as amended,
         for the quarters ended March 31, June 30 and September 30, 1995.

                  4. HEALTHSOUTH's Current Report on Form 8-K, as amended, filed
         January 13, 1995 (relating to the acquisition of ReLife, Inc.).

                  5. HEALTHSOUTH's Current Report on Form 8-K, as amended, filed
         February  1, 1995  (relating  to the  acquisition  of  Surgical  Health
         Corporation).

                  6. HEALTHSOUTH's Current Report on Form 8-K, as amended, filed
         February 21, 1995  (relating to the NovaCare  Rehabilitation  Hospitals
         acquisition).

                  7.  HEALTHSOUTH's  Current Report on Form 8-K filed August 15,
         1995 (relating to the acquisition of Surgical Health Corporation).

                  8. HEALTHSOUTH's Current Report on Form 8-K filed September 7,
         1995 (relating to the acquisition of Sutter Surgery Centers, Inc.).

                  9. HEALTHSOUTH's Current Report on Form 8-K, as amended, filed
         October  20,  1995  (relating  to  the  acquisition  of  Surgical  Care
         Affiliates, Inc.).

                  10. HEALTHSOUTH's Current Report on Form 8-K filed October 30,
         1995  (relating  to the  acquisition  of Caremark  Orthopedic  Services
         Inc.).

                  11.  HEALTHSOUTH's  Current  Report on Form 8-K filed November
         13, 1995  (relating to the  consummation  of the  acquisition of Sutter
         Surgery Centers, Inc.).

                  12. The description of  HEALTHSOUTH's  capital stock contained
         in  HEALTHSOUTH's  Registration  Statement on Form 8-A filed August 26,
         1989.

                                      II-1

<PAGE>
         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act after the  effective  date of this  Registration
Statement and prior to the filing of a post-effective  amendment indicating that
all the  securities  offered  hereby have been sold, or  deregistering  all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the issuance of the Common  Stock  offered  pursuant to
this  Registration  Statement  will be passed  upon for the  Company  by Haskell
Slaughter  Young &  Johnston,  Professional  Association,  1200  AmSouth/Harbert
Plaza, 1901 Sixth Avenue North, Birmingham,  Alabama 35203. At November 1, 1995,
attorneys  with the firm of Haskell  Slaughter  Young &  Johnston,  Professional
Association,   owned   beneficially  an  aggregate  of  9,930  shares  and  held
currently-exercisable  options  to acquire an  additional  15,000  shares of the
Company's Common Stock.

Item 6.  Indemnification of Directors and Officers.

         In  June  1986,   Delaware   enacted   legislation   which   authorized
corporations  to eliminate the personal  liability of directors to  corporations
and their  stockholders  for  monetary  damages for breach or alleged  breach of
directors'  fiduciary "duty of care".  Under prior Delaware law,  directors were
accountable to  corporations  and their  stockholders  for monetary  damages for
conduct  constituting  gross  negligence  in the exercise of their duty of care.
Although the 1986 statute does not change  directors'  duty of care,  it enables
corporations to limit available relief to equitable  remedies such as injunction
or rescission.  Numerous complaints,  not involving the Company, alleging breach
of directors' duty of care have been filed in connection with corporate  mergers
and acquisitions, and the 1986 statute limits available remedies of stockholders
in connection  with these  transactions as well as in other  circumstances.  The
1986  statute has no effect on a  director's  liability  for:  (a) breach of the
director's duty of loyalty; (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (c) a corporation's illegal
payment  of  dividends;  and (d)  approval  of any  transaction  from  which the
director derives an improper personal benefit.

         Pursuant to this  Delaware  statute,  the  Company has  included in its
Restated  Certificate  of  Incorporation,  which became  effective on October 1,
1986, a provision  to eliminate  the  personal  liability of its  Directors  for
monetary  damages  for  breach  or  alleged  breach  of their  duty of care.  In
addition,  the Company's  Bylaws  provide that the Company  shall  indemnify its
Directors and officers to the full extent  permitted by Delaware law,  including
in circumstances in which indemnification is otherwise discretionary

                                      II-2
<PAGE>
under Delaware law. The Company  believes that these provisions are necessary to
attract and retain qualified persons as Directors and officers.

          At present,  there is no material  pending  litigation  or  proceeding
involving  a Director or officer of the Company  where  indemnification  will be
required  or  permitted.  The  Company is not aware of any  material  threatened
litigation or proceeding which may result in a claim for  indemnification by any
Director or officer.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-3
<PAGE>
Item 8.  Exhibits.

         Exhibits (numbered in accordance with Item 601 of Regulation S-K).

          Exhibit No.                     Exhibit
          ----------                      -------
             4(a)    Sutter Surgery Centers, Inc. 1993 Stock Option Plan

             4(b)    Sutter Surgery Centers, Inc. Nonqualified Stock Option Plan
                     and Agreement (Saibeni)

             4(c)    Sutter Surgery Centers, Inc. Nonqualified Stock Option Plan
                     and Agreement (Shah)

             4(d)    Sutter Surgery Centers, Inc. Nonqualified Stock Option Plan
                     and Agreement (Akella)

             4(e)    Sutter Surgery Centers, Inc. Nonqualified Stock Option Plan
                     and Agreement (Kelly)

             4(f)    Sutter Surgery Centers, Inc. Nonqualified Stock Option Plan
                     and Agreement (May)

                5    Opinion of Haskell Slaughter Young & Johnston, Professional
                     Association.

             23(a)   Consent of Ernst & Young LLP.

             23(b)   Consent of Haskell Slaughter Young & Johnston, Professional
                     Association,   is  contained   within  Opinion   of Counsel
                     included as Exhibit 5.

               24    Powers of Attorney (See Signature Page).


Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (iii)  to  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;

                                      II-4

<PAGE>
                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a Director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Birmingham, State of Alabama, on November 28, 1995.

                                              HEALTHSOUTH Corporation

                                              By /s/ RICHARD M. SCRUSHY
                                                -------------------------------
                                                     Richard M. Scrushy
                                                   Chairman of the Board
                                                 and Chief Executive Officer

         KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose name  appears
below  constitutes and appoints Richard M. Scrushy and Aaron Beam, Jr., and each
of them, his attorney-in-fact,  with power of substitution for him or her in any
and all capacities, to sign any amendments,  supplements or other instruments he
or she deems  necessary  or  appropriate,  and to file the same,  with  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>

               Signature                                      Capacity                                Date
               ---------                                      --------                                ----

<S>                                             <C>                                             <C>
          RICHARD M. SCRUSHY                    
- --------------------------------------                  Chairman of the Board                   November 28, 1995
         (Richard M. Scrushy)                        and Chief Executive Officer
                                                              and Director

            AARON BEAM, JR.                         
- --------------------------------------              Executive Vice President and                November 28, 1995
           (Aaron Beam, Jr.)                           Chief Financial Officer
                                                     (Principal Financial Officer)

           WILLIAM T. OWENS                     
- --------------------------------------          Senior Vice President and Controller            November 28, 1995
          (William T. Owens)                       (Principal Accounting Officer)


          RICHARD F. CELESTE                                  Director                          November 28, 1995
- --------------------------------------
         (Richard F. Celeste)


          JOHN S. CHAMBERLIN                                  Director                          November 28, 1995
- --------------------------------------
         (John S. Chamberlin)


            C. SAGE GIVENS                                    Director                          November 28, 1995
- --------------------------------------
           (C. Sage Givens)


        CHARLES W. NEWHALL III                                Director                          November 28, 1995
- --------------------------------------
       (Charles W. Newhall III)


                                                           II-6


<PAGE>

           GEORGE H. STRONG                                   Director                          November 28, 1995
- --------------------------------------
          (George H. Strong)


          PHILLIP C. WATKINS                                  Director                          November 28, 1995
- --------------------------------------
         (Phillip C. Watkins)



           JAMES P. BENNETT                                   Director                          November 28, 1995
- --------------------------------------
          (James P. Bennett)


            LARRY R. HOUSE                                    Director                          November 28, 1995
- --------------------------------------
           (Larry R. House)


           ANTHONY J. TANNER                                  Director                          November 28, 1995
- --------------------------------------
          (Anthony J. Tanner)


            P. DARYL BROWN                                    Director                          November 28, 1995
- --------------------------------------
           (P. Daryl Brown)


                                      II-7



<PAGE>
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20569}]
{"company-data": {"conformed-name": "HEALTHSOUTH CORP", "cik": "0000785161", "assigned-sic": "8093", "irs-number": "630860407", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64615", "film-number": "95596968"}, "business-address": {"street1": "TWO PERIMETER PARK S", "street2": "STE 224W", "city": "BIRMINGHAM", "state": "AL", "zip": "35243", "phone": "2059677116"}, "mail-address": {"street1": "TWO PERIMETER PARK SOUTH", "city": "BIRMINGHAM", "state": "AL", "zip": "35243"}, "former-company": {"former-conformed-name": "HEALTHSOUTH REHABILITATION CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 28, 1995

                                           Registration No. 33-______________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

                          Registration Statement Under

                           The Securities Act of 1933

                              --------------------
                             HEALTHSOUTH Corporation

             (Exact Name of Registrant as Specified in its Charter)

                              --------------------
          Delaware                                    63-0860407
 (State or Other Jurisdiction           (I.R.S. Employer Identification Number)
of Incorporation or Organization)

               Two Perimeter Park South, Birmingham, Alabama 35243
            -------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

               SUTTER SURGERY CENTERS, INC. 1993 STOCK OPTION PLAN

          SUTTER SURGERY CENTERS, INC. NON-QUALIFIED STOCK OPTION PLAN
                             AND AGREEMENT (SAIBENI)

          SUTTER SURGERY CENTERS, INC. NON-QUALIFIED STOCK OPTION PLAN
                              AND AGREEMENT (SHAH)

          SUTTER SURGERY CENTERS, INC. NON-QUALIFIED STOCK OPTION PLAN
                             AND AGREEMENT (AKELLA)

          SUTTER SURGERY CENTERS, INC. NON-QUALIFIED STOCK OPTION PLAN
                              AND AGREEMENT (KELLY)

          SUTTER SURGERY CENTERS, INC. NON-QUALIFIED STOCK OPTION PLAN
                               AND AGREEMENT (MAY)

                            (Full Title of the Plan)
                                                         Copy to:

         RICHARD M. SCRUSHY                                          
        Chairman of the Board                         WILLIAM W. HORTON
    and Chief Executive Officer           Group Vice President--Legal Services 
      HEALTHSOUTH Corporation                   HEALTHSOUTH Corporation
Two Perimeter Park South, Suite 224W       Two Perimeter Park South, Suite 224W
    Birmingham, Alabama 35243                    Birmingham, Alabama  35243
         (205) 967-7116                               (205) 967-7116

                    (Name and address of agent for service)              
         (Telephone number, including area code, of agent for service)

                              --------------------

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
==================================================================================================================
       Title of                                    Proposed Maximum         Proposed Maximum           Amount of
      Securities             Amount to be           Offering Price         Aggregate Offering        Registration
   to be Registered         Registered (1)           per Share (2)              Price (2)               Fee (2)
- ------------------------------------------------------------------------------------------------------------------
Common Stock, Par        175,449 shares         $26.25                 $4,605,536.25            $1,588.12
 Value $.01 Per Share
==================================================================================================================
(1) The amount  being  registered  represents  175,449  authorized  and unissued
shares reserved for issuance under the Plans.
(2) In accordance with Rule 457(h) promulgated under the Securities Act of 1933,
these  calculations are based upon a price of $26.25 per share, which represents
the  average of the high and low prices  for the shares as  reported  on the New
York Stock Exchange on November 21, 1995.
PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement,  and  specifically  made  a  part  hereof,  the  following  documents
heretofore filed by HEALTHSOUTH  Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission"),  pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"):

                  1. The  Company's  Annual  Report on Form 10-K for the  fiscal
         year ended December 31, 1994, as amended.

                  2. The Company's  Proxy  Statement used in connection with the
         solicitation  of proxies for the 1995 Annual  Meeting of  Stockholders,
         held June 6, 1995.

                  3.  HEALTHSOUTH's  Quarterly Reports on Form 10-Q, as amended,
         for the quarters ended March 31, June 30 and September 30, 1995.

                  4. HEALTHSOUTH's Current Report on Form 8-K, as amended, filed
         January 13, 1995 (relating to the acquisition of ReLife, Inc.).

                  5. HEALTHSOUTH's Current Report on Form 8-K, as amended, filed
         February  1, 1995  (relating  to the  acquisition  of  Surgical  Health
         Corporation).

                  6. HEALTHSOUTH's Current Report on Form 8-K, as amended, filed
         February 21, 1995  (relating to the NovaCare  Rehabilitation  Hospitals
         acquisition).

                  7.  HEALTHSOUTH's  Current Report on Form 8-K filed August 15,
         1995 (relating to the acquisition of Surgical Health Corporation).

                  8. HEALTHSOUTH's Current Report on Form 8-K filed September 7,
         1995 (relating to the acquisition of Sutter Surgery Centers, Inc.).

                  9. HEALTHSOUTH's Current Report on Form 8-K, as amended, filed
         October  20,  1995  (relating  to  the  acquisition  of  Surgical  Care
         Affiliates, Inc.).

                  10. HEALTHSOUTH's Current Report on Form 8-K filed October 30,
         1995  (relating  to the  acquisition  of Caremark  Orthopedic  Services
         Inc.).

                  11.  HEALTHSOUTH's  Current  Report on Form 8-K filed November
         13, 1995  (relating to the  consummation  of the  acquisition of Sutter
         Surgery Centers, Inc.).

                  12. The description of  HEALTHSOUTH's  capital stock contained
         in  HEALTHSOUTH's  Registration  Statement on Form 8-A filed August 26,
         1989.

                                      II-1
All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act after the  effective  date of this  Registration
Statement and prior to the filing of a post-effective  amendment indicating that
all the  securities  offered  hereby have been sold, or  deregistering  all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the issuance of the Common  Stock  offered  pursuant to
this  Registration  Statement  will be passed  upon for the  Company  by Haskell
Slaughter  Young &  Johnston,  Professional  Association,  1200  AmSouth/Harbert
Plaza, 1901 Sixth Avenue North, Birmingham,  Alabama 35203. At November 1, 1995,
attorneys  with the firm of Haskell  Slaughter  Young &  Johnston,  Professional
Association,   owned   beneficially  an  aggregate  of  9,930  shares  and  held
currently-exercisable  options  to acquire an  additional  15,000  shares of the
Company's Common Stock.

Item 6.  Indemnification of Directors and Officers.

         In  June  1986,   Delaware   enacted   legislation   which   authorized
corporations  to eliminate the personal  liability of directors to  corporations
and their  stockholders  for  monetary  damages for breach or alleged  breach of
directors'  fiduciary "duty of care".  Under prior Delaware law,  directors were
accountable to  corporations  and their  stockholders  for monetary  damages for
conduct  constituting  gross  negligence  in the exercise of their duty of care.
Although the 1986 statute does not change  directors'  duty of care,  it enables
corporations to limit available relief to equitable  remedies such as injunction
or rescission.  Numerous complaints,  not involving the Company, alleging breach
of directors' duty of care have been filed in connection with corporate  mergers
and acquisitions, and the 1986 statute limits available remedies of stockholders
in connection  with these  transactions as well as in other  circumstances.  The
1986  statute has no effect on a  director's  liability  for:  (a) breach of the
director's duty of loyalty; (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (c) a corporation's illegal
payment  of  dividends;  and (d)  approval  of any  transaction  from  which the
director derives an improper personal benefit.

         Pursuant to this  Delaware  statute,  the  Company has  included in its
Restated  Certificate  of  Incorporation,  which became  effective on October 1,
1986, a provision  to eliminate  the  personal  liability of its  Directors  for
monetary  damages  for  breach  or  alleged  breach  of their  duty of care.  In
addition,  the Company's  Bylaws  provide that the Company  shall  indemnify its
Directors and officers to the full extent  permitted by Delaware law,  including
in circumstances in which indemnification is otherwise discretionary

                                      II-2
under Delaware law. The Company  believes that these provisions are necessary to
attract and retain qualified persons as Directors and officers.

          At present,  there is no material  pending  litigation  or  proceeding
involving  a Director or officer of the Company  where  indemnification  will be
required  or  permitted.  The  Company is not aware of any  material  threatened
litigation or proceeding which may result in a claim for  indemnification by any
Director or officer.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-3
Item 8.  Exhibits.

         Exhibits (numbered in accordance with Item 601 of Regulation S-K).

          Exhibit No.                     Exhibit
          ----------                      -------
             4(a)    Sutter Surgery Centers, Inc. 1993 Stock Option Plan

             4(b)    Sutter Surgery Centers, Inc. Nonqualified Stock Option Plan
                     and Agreement (Saibeni)

             4(c)    Sutter Surgery Centers, Inc. Nonqualified Stock Option Plan
                     and Agreement (Shah)

             4(d)    Sutter Surgery Centers, Inc. Nonqualified Stock Option Plan
                     and Agreement (Akella)

             4(e)    Sutter Surgery Centers, Inc. Nonqualified Stock Option Plan
                     and Agreement (Kelly)

             4(f)    Sutter Surgery Centers, Inc. Nonqualified Stock Option Plan
                     and Agreement (May)

                5    Opinion of Haskell Slaughter Young & Johnston, Professional
                     Association.

             23(a)   Consent of Ernst & Young LLP.

             23(b)   Consent of Haskell Slaughter Young & Johnston, Professional
                     Association,   is  contained   within  Opinion   of Counsel
                     included as Exhibit 5.

               24    Powers of Attorney (See Signature Page).

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (iii)  to  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;

                                      II-4
(2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a Director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Birmingham, State of Alabama, on November 28, 1995.

                                              HEALTHSOUTH Corporation

                                              By /s/ RICHARD M. SCRUSHY
                                                -------------------------------
                                                     Richard M. Scrushy
                                                   Chairman of the Board
                                                 and Chief Executive Officer

         KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose name  appears
below  constitutes and appoints Richard M. Scrushy and Aaron Beam, Jr., and each
of them, his attorney-in-fact,  with power of substitution for him or her in any
and all capacities, to sign any amendments,  supplements or other instruments he
or she deems  necessary  or  appropriate,  and to file the same,  with  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
Signature                                      Capacity                                Date
               ---------                                      --------                                ----
RICHARD M. SCRUSHY                    
- --------------------------------------                  Chairman of the Board                   November 28, 1995
         (Richard M. Scrushy)                        and Chief Executive Officer
                                                              and Director

            AARON BEAM, JR.                         
- --------------------------------------              Executive Vice President and                November 28, 1995
           (Aaron Beam, Jr.)                           Chief Financial Officer
                                                     (Principal Financial Officer)

           WILLIAM T. OWENS                     
- --------------------------------------          Senior Vice President and Controller            November 28, 1995
          (William T. Owens)                       (Principal Accounting Officer)

          RICHARD F. CELESTE                                  Director                          November 28, 1995
- --------------------------------------
         (Richard F. Celeste)

          JOHN S. CHAMBERLIN                                  Director                          November 28, 1995
- --------------------------------------
         (John S. Chamberlin)

            C. SAGE GIVENS                                    Director                          November 28, 1995
- --------------------------------------
           (C. Sage Givens)

        CHARLES W. NEWHALL III                                Director                          November 28, 1995
- --------------------------------------
       (Charles W. Newhall III)

                                                           II-6
GEORGE H. STRONG                                   Director                          November 28, 1995
- --------------------------------------
          (George H. Strong)

          PHILLIP C. WATKINS                                  Director                          November 28, 1995
- --------------------------------------
         (Phillip C. Watkins)

           JAMES P. BENNETT                                   Director                          November 28, 1995
- --------------------------------------
          (James P. Bennett)

            LARRY R. HOUSE                                    Director                          November 28, 1995
- --------------------------------------
           (Larry R. House)

           ANTHONY J. TANNER                                  Director                          November 28, 1995
- --------------------------------------
          (Anthony J. Tanner)

            P. DARYL BROWN                                    Director                          November 28, 1995
- --------------------------------------
           (P. Daryl Brown)

                                      II-7