<PAGE>
                                                            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)

               SURGICAL HEALTH CORPORATION 1992 STOCK OPTION PLAN
               SURGICAL HEALTH CORPORATION 1993 STOCK OPTION PLAN
               SURGICAL HEALTH CORPORATION 1994 STOCK OPTION PLAN
              HERITAGE SURGICAL CORPORATION 1992 STOCK OPTION PLAN
              HERITAGE SURGICAL CORPORATION 1993 STOCK OPTION PLAN
                            (Full Title of the Plan)


       RICHARD M. SCRUSHY                                Copies to:
      Chairman of the Board
   and Chief Executive Officer                       WILLIAM W. HORTON
     HEALTHSOUTH Corporation                Group Vice President--Legal Services
 Two Perimeter Park South, Suite 224W             HEALTHSOUTH Corporation
     Birmingham, Alabama 35243              Two Perimeter Park South, Suite 224W
(Name and address of agent for service)          Birmingham, Alabama 35243
         (205) 967-7116                               (205) 967-7116
(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
<TABLE>
<CAPTION>
==================================================================================================================================
         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>     
     Common Stock, Par           1,184,702 shares                  $17.13                     $20,293,946              $6,997.92
   Value $.01 Per Share
==================================================================================================================================
</TABLE>

(1)  The amount  being   registered   represents   1,184,702   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 $17.13 per share, which
     represents  the  average  of the  high and low  prices  for the  shares  as
     reported on the New York Stock Exchange on June 13, 1995.
================================================================================
<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   Registration   Statement   on  Form  S-4
         (Registration No. 33-57987), as amended (relating to the acquisition by
         the Company of Surgical Health Corporation).

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

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

                  4.  The  Company's  Quarterly  Report  on  Form  10-Q  for the
         quarter ended March 31, 1995.

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

         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.

                                      II-1
<PAGE>
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 June 14, 1995
attorneys  with the firm of Haskell  Slaughter  Young &  Johnston,  Professional
Association,   owned  beneficially  an  aggregate  of  14,600  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  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 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 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-2
<PAGE>
Item 8.  Exhibits.

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


         Exhibit No.                         Exhibit

             4(a)     Surgical Health  Corporation 1992 Stock Option Plan, filed
                      as  Exhibit  10(aa)  to  Surgical   Health   Corporation's
                      Registration  Statement  on  Form  S-4  (Registration  No.
                      33-70582), is hereby incorporated herein by reference.

             4(b)     Surgical Health  Corporation 1993 Stock Option Plan, filed
                      as  Exhibit  10(bb)  to  Surgical   Health   Corporation's
                      Registration  Statement  on  Form  S-4  (Registration  No.
                      33-70582), is hereby incorporated herein by reference.

             4(c)     Surgical Health  Corporation 1994 Stock Option Plan, filed
                      as  Exhibit  10(pp)  to  Surgical   Health   Corporation's
                      Quarterly  Report  on  Form  10-Q  for the  Quarter  Ended
                      September  30,  1994,  is  hereby  incorporated  herein by
                      reference.

             4(d)     Heritage Surgical Corporation 1992 Stock Option Plan.

             4(e)     Heritage Surgical Corporation 1993 Stock Option Plan.

               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;

                  (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.

                                      II-3
<PAGE>
                  (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-4
<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 June 14, 1995.

                                              HEALTHSOUTH Corporation


                                              By      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              June 14, 1995
 ------------------        and Chief Executive Officer             
(Richard M. Scrushy)               and Director         
                                 

   AARON BEAM, JR.         Executive Vice President and           June 14, 1995
   ---------------     Chief Financial Officer and Director                 
  (Aaron Beam, Jr.)       (Principal Financial Officer)               
                        

  WILLIAM T. OWENS     Senior Vice President and Controller       June 14, 1995
  ----------------         (Principal Accounting Officer)                    
 (William T. Owens)                     


 RICHARD F. CELESTE                   Director                    June 14, 1995
 ------------------                                                      
(Richard F. Celeste)


 JOHN S. CHAMBERLIN                   Director                    June 14, 1995
 ------------------                                                        
(John S. Chamberlin)


  C. SAGE GIVENS                      Director                    June 14, 1995
  --------------                                                           
 (C. Sage Givens)


 CHARLES W. NEWHALL III               Director                    June 14, 1995
 ----------------------                                                  
(Charles W. Newhall III)


                                      II-5
<PAGE>
   GEORGE H. STRONG                   Director                    June 14, 1995
   ----------------                                                        
  (George H. Strong)


  PHILLIP C. WATKINS                  Director                    June 14, 1995
  ------------------                                                       
 (Phillip C. Watkins)


   JAMES P. BENNETT                   Director                    June 14, 1995
   ----------------                                                        
  (James P. Bennett)


    LARRY R. HOUSE                    Director                    June 14, 1995
    --------------                                                        
   (Larry R. House)


  ANTHONY J. TANNER                   Director                    June 14, 1995
  -----------------                                                           
 (Anthony J. Tanner)


   P. DARYL BROWN                     Director                    June 14, 1995
    --------------                                                          
  (P. Daryl Brown)


                                      II-6
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18775}]
{"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": "033-60231", "film-number": "95547157"}, "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"}}
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)

               SURGICAL HEALTH CORPORATION 1992 STOCK OPTION PLAN
               SURGICAL HEALTH CORPORATION 1993 STOCK OPTION PLAN
               SURGICAL HEALTH CORPORATION 1994 STOCK OPTION PLAN
              HERITAGE SURGICAL CORPORATION 1992 STOCK OPTION PLAN
              HERITAGE SURGICAL CORPORATION 1993 STOCK OPTION PLAN
                            (Full Title of the Plan)

       RICHARD M. SCRUSHY                                Copies to:
      Chairman of the Board
   and Chief Executive Officer                       WILLIAM W. HORTON
     HEALTHSOUTH Corporation                Group Vice President--Legal Services
 Two Perimeter Park South, Suite 224W             HEALTHSOUTH Corporation
     Birmingham, Alabama 35243              Two Perimeter Park South, Suite 224W
(Name and address of agent for service)          Birmingham, Alabama 35243
         (205) 967-7116                               (205) 967-7116
(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           1,184,702 shares                  $17.13                     $20,293,946              $6,997.92
   Value $.01 Per Share
==================================================================================================================================
(1)  The amount  being   registered   represents   1,184,702   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 $17.13 per share, which
     represents  the  average  of the  high and low  prices  for the  shares  as
     reported on the New York Stock Exchange on June 13, 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   Registration   Statement   on  Form  S-4
         (Registration No. 33-57987), as amended (relating to the acquisition by
         the Company of Surgical Health Corporation).

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

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

                  4.  The  Company's  Quarterly  Report  on  Form  10-Q  for the
         quarter ended March 31, 1995.

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

         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.

                                      II-1
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 June 14, 1995
attorneys  with the firm of Haskell  Slaughter  Young &  Johnston,  Professional
Association,   owned  beneficially  an  aggregate  of  14,600  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  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 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 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-2
Item 8.  Exhibits.

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

         Exhibit No.                         Exhibit

             4(a)     Surgical Health  Corporation 1992 Stock Option Plan, filed
                      as  Exhibit  10(aa)  to  Surgical   Health   Corporation's
                      Registration  Statement  on  Form  S-4  (Registration  No.
                      33-70582), is hereby incorporated herein by reference.

             4(b)     Surgical Health  Corporation 1993 Stock Option Plan, filed
                      as  Exhibit  10(bb)  to  Surgical   Health   Corporation's
                      Registration  Statement  on  Form  S-4  (Registration  No.
                      33-70582), is hereby incorporated herein by reference.

             4(c)     Surgical Health  Corporation 1994 Stock Option Plan, filed
                      as  Exhibit  10(pp)  to  Surgical   Health   Corporation's
                      Quarterly  Report  on  Form  10-Q  for the  Quarter  Ended
                      September  30,  1994,  is  hereby  incorporated  herein by
                      reference.

             4(d)     Heritage Surgical Corporation 1992 Stock Option Plan.

             4(e)     Heritage Surgical Corporation 1993 Stock Option Plan.

               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;

                  (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.

                                      II-3
(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-4
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 June 14, 1995.

                                              HEALTHSOUTH Corporation

                                              By      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              June 14, 1995
 ------------------        and Chief Executive Officer             
(Richard M. Scrushy)               and Director         
                                 

   AARON BEAM, JR.         Executive Vice President and           June 14, 1995
   ---------------     Chief Financial Officer and Director                 
  (Aaron Beam, Jr.)       (Principal Financial Officer)               
                        

  WILLIAM T. OWENS     Senior Vice President and Controller       June 14, 1995
  ----------------         (Principal Accounting Officer)                    
 (William T. Owens)                     

 RICHARD F. CELESTE                   Director                    June 14, 1995
 ------------------                                                      
(Richard F. Celeste)

 JOHN S. CHAMBERLIN                   Director                    June 14, 1995
 ------------------                                                        
(John S. Chamberlin)

  C. SAGE GIVENS                      Director                    June 14, 1995
  --------------                                                           
 (C. Sage Givens)

 CHARLES W. NEWHALL III               Director                    June 14, 1995
 ----------------------                                                  
(Charles W. Newhall III)

                                      II-5
GEORGE H. STRONG                   Director                    June 14, 1995
   ----------------                                                        
  (George H. Strong)

  PHILLIP C. WATKINS                  Director                    June 14, 1995
  ------------------                                                       
 (Phillip C. Watkins)

   JAMES P. BENNETT                   Director                    June 14, 1995
   ----------------                                                        
  (James P. Bennett)

    LARRY R. HOUSE                    Director                    June 14, 1995
    --------------                                                        
   (Larry R. House)

  ANTHONY J. TANNER                   Director                    June 14, 1995
  -----------------                                                           
 (Anthony J. Tanner)

   P. DARYL BROWN                     Director                    June 14, 1995
    --------------                                                          
  (P. Daryl Brown)

                                      II-6