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:   May 21, 1998

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

         Delaware                    1-10315                     63-0860407
      --------------               -----------                  -------------
      State or Other               (Commission                (I.R.S. Employer
Jurisdiction of Incorporation      File Number)              Identification No.)
     or Organization)

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


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


<PAGE>



Item 5. OTHER EVENTS

          On May 21,  1998,  the  stockholders  of  HEALTHSOUTH  Corporation,  a
Delaware  corporation  (the  "Company"),  approved an amendment to the Company's
Restated Certificate of Incorporation increasing the number of authorized shares
of Common Stock, par value $.01 per share, of the Company to 600,000,000 shares.
In addition,  on May 21, 1998, the Company's Board of Directors approved certain
ministerial  changes to the Company's  By-laws,  reflecting the correct  current
legal name of the Company and changing the standing date of the Company's Annual
Meeting of  Stockholders  from the third Thursday in April to the first Thursday
in May, unless  otherwise  determined by the Board of Directors.  The Company is
filing this  Current  Report on Form 8-K in order that the current  forms of the
Company's Restated Certificate of Incorporation and By-laws will be on file with
the Securities and Exchange Commission.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

          (3)-1 Restated   Certificate   of    Incorporation    of   HEALTHSOUTH
                Corporation.

          (3)-2 By-laws of HEALTHSOUTH Corporation.


<PAGE>



                                   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.

Date:    May 28, 1998

                                                   HEALTHSOUTH CORPORATION

                                                   By   /s/  WILLIAM W. HORTON
                                                     ---------------------------
                                                             William W. Horton
                                                           Senior Vice President
                                                           and Corporate Counsel
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3124}]
{"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": "98632678"}, "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"}}
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:   May 21, 1998

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

         Delaware                    1-10315                     63-0860407
      --------------               -----------                  -------------
      State or Other               (Commission                (I.R.S. Employer
Jurisdiction of Incorporation      File Number)              Identification No.)
     or Organization)

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

Registrant's Telephone Number,
Including Area Code:                                        (205) 967-7116
Item 5. OTHER EVENTS

          On May 21,  1998,  the  stockholders  of  HEALTHSOUTH  Corporation,  a
Delaware  corporation  (the  "Company"),  approved an amendment to the Company's
Restated Certificate of Incorporation increasing the number of authorized shares
of Common Stock, par value $.01 per share, of the Company to 600,000,000 shares.
In addition,  on May 21, 1998, the Company's Board of Directors approved certain
ministerial  changes to the Company's  By-laws,  reflecting the correct  current
legal name of the Company and changing the standing date of the Company's Annual
Meeting of  Stockholders  from the third Thursday in April to the first Thursday
in May, unless  otherwise  determined by the Board of Directors.  The Company is
filing this  Current  Report on Form 8-K in order that the current  forms of the
Company's Restated Certificate of Incorporation and By-laws will be on file with
the Securities and Exchange Commission.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

          (3)-1 Restated   Certificate   of    Incorporation    of   HEALTHSOUTH
                Corporation.

          (3)-2 By-laws of HEALTHSOUTH Corporation.
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.

Date:    May 28, 1998

                                                   HEALTHSOUTH CORPORATION

                                                   By   /s/  WILLIAM W. HORTON
                                                     ---------------------------
                                                             William W. Horton
                                                           Senior Vice President
                                                           and Corporate Counsel