UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): May 13, 2004


                            HEALTHSOUTH Corporation
            (Exact Name of Registrant as Specified in its Charter)


                                   Delaware
                (State or Other Jurisdiction of Incorporation)


          1-10315                                63-0860407
 (Commission File Number)            (IRS Employer Identification No.)


              One HEALTHSOUTH Parkway, Birmingham, Alabama 35243
         (Address of Principal Executive Offices, Including Zip Code)


                                (205) 967-7116
             (Registrant's Telephone Number, Including Area Code)



ITEM 5.  Other Events and Required FD Disclosure.

         On May 13, 2004, HEALTHSOUTH Corporation issued a press release
entitled "HEALTHSOUTH ANNOUNCES SUCCESS OF CONSENT SOLICITATION FOR 8.500%
SENIOR NOTES DUE 2008."

         A copy of the press release is attached hereto as Exhibit 99 and
incorporated herein by reference.


ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

See Exhibit Index.



                                  SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        HEALTHSOUTH CORPORATION


                                        By: /s/ Gregory L. Doody
                                            ------------------------------
                                        Name:  Gregory L. Doody
                                        Title: Executive Vice President,
                                               General Counsel and Secretary


Dated: May 13, 2004

<PAGE>


                                 EXHIBIT INDEX

Exhibit No.                  Description

99                Press release of HEALTHSOUTH Corporation dated May 13, 2004.
[{"type": "8-K", "sequence": "1", "filename": "wil381052.txt", "secsgml_size_bytes": 2330}]
{"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": "8-K", "act": "34", "file-number": "000-14940", "film-number": "04802551"}, "business-address": {"street1": "ONE HEALTHSOUTH PKWY", "street2": "STE 224W", "city": "BIRMINGHAM", "state": "AL", "zip": "35243", "phone": "2059677116"}, "mail-address": {"street1": "ONE HEALTHSOUTH PARKWAY", "city": "BIRMINGHAM", "state": "AL", "zip": "35243"}, "former-company": {"former-conformed-name": "HEALTHSOUTH REHABILITATION CORP", "date-changed": "19920703"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): May 13, 2004

                            HEALTHSOUTH Corporation
            (Exact Name of Registrant as Specified in its Charter)

                                   Delaware
                (State or Other Jurisdiction of Incorporation)

          1-10315                                63-0860407
 (Commission File Number)            (IRS Employer Identification No.)

              One HEALTHSOUTH Parkway, Birmingham, Alabama 35243
         (Address of Principal Executive Offices, Including Zip Code)

                                (205) 967-7116
             (Registrant's Telephone Number, Including Area Code)

ITEM 5.  Other Events and Required FD Disclosure.

         On May 13, 2004, HEALTHSOUTH Corporation issued a press release
entitled "HEALTHSOUTH ANNOUNCES SUCCESS OF CONSENT SOLICITATION FOR 8.500%
SENIOR NOTES DUE 2008."

         A copy of the press release is attached hereto as Exhibit 99 and
incorporated herein by reference.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

See Exhibit Index.

                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        HEALTHSOUTH CORPORATION

                                        By: /s/ Gregory L. Doody
                                            ------------------------------
                                        Name:  Gregory L. Doody
                                        Title: Executive Vice President,
                                               General Counsel and Secretary

Dated: May 13, 2004
EXHIBIT INDEX

Exhibit No.                  Description

99                Press release of HEALTHSOUTH Corporation dated May 13, 2004.