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:     March 3, 1997





                            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,                         (205) 967-7116
    Including Area Code:


Two Perimeter Park South
  Birmingham, Alabama
  -------------------
(Former Address of the
     Registrant)

<PAGE>
Item 2.   ACQUISITION OR DISPOSITION OF ASSETS



          Effective  March  3,  1997,   HEALTHSOUTH   Corporation,   a  Delaware
corporation  (the "Company"),   through  its  wholly-owned  subsidiary,   Hammer
Acquisition  Corporation,  a Delaware corporation (the "Subsidiary"),  completed
the  acquisition  of  Health  Images,  Inc.,  a  Delaware  corporation  ("Health
Images"), through a merger of the Subsidiary into Health Images. As contemplated
by the terms of the Plan and  Agreement  of  Merger  by and  among the  parties,
Health Images is the surviving corporation in the merger, and is wholly owned by
the  Company.  Health  Images  stockholders  received  .446 shares of the Common
Stock,  par value $.01 per share,  of the  Company for each share of the Common
Stock,  par value $.01 per share,  of Health  Images held by them.  Based on the
price of  HEALTHSOUTH  Common  Stock  on the last  business  day  preceding  the
effective date of the merger and the number of outstanding Health Images shares,
the  exchange  ratio  represents  a value of $18 per  share to  Health  Images's
stockholders,   resulting  in  an  approximate   value  of  the  transaction  of
$210,000,000.

          Prior to  consummation  of the  acquisition,  Health Images operated a
network of 49 diagnostic imaging centers in the United States and six centers in
England.



Item 7.   FINANCIAL STATEMENTS AND EXHIBITS



          (a)  Financial Statements of Businesses Acquired.

          The  required  audited  consolidated  financial  statements  of Health
Images at December  31,  1995 and the periods  then ended were filed with Health
Images'  Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
and  are  hereby  incorporated  herein  by  reference.  The  required  unaudited
consolidated  financial  statements of Health Images at September 30, 1996,  and
the period then ended,  were filed with Health Images'  Quarterly Report on Form
10-Q for the quarter  ended  September  30,  1996,  and are hereby  incorporated
herein by reference.

     
          (b)  Pro Forma Financial Information

          The required pro forma  consolidated  financial  information is as set
forth under the description "SELECTED PRO FORMA FINANCIAL INFORMATION" beginning
on p.  38 of  the  Company's  Registration  Statement  on  Form  S-4  (Reg.  No.
333-19439) dated January 29, 1997, and is hereby incorporated by reference.

                                       -2-

<PAGE>
          (c)  Exhibits.

               (2)  Plan and Agreement of Merger,  dated as of December 2, 1996,
                    by and among  HEALTHSOUTH  Corporation,  Hammer  Acquisition
                    Corporation and Health Images Inc.,  filed as Annex A to the
                    Prospectus  forming  a part  of the  Company's  Registration
                    Statement on Form S-4 (Reg.  No.  333-19439),  as filed with
                    the  Commission on January 29, 1997, is hereby  incorporated
                    herein by reference.



          THE REGISTRANT UNDERTAKES TO FURNISH  SUPPLEMENTALLY TO THE COMMISSION
UPON  REQUEST  A COPY OF ANY  EXHIBIT  TO THE  PLAN  AND  AGREEMENT  OF  MERGER,
INCORPORATED BY REFERENCE HEREIN AS EXHIBIT (2).




                                      -3-

<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:     March 13, 1997



                                        HEALTHSOUTH Corporation



                                        By  /s/         William W. Horton
                                          --------------------------------------
                                                        William W. Horton
                                                       Senior Vice President




                                      -4-
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5272}]
{"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": "001-10315", "film-number": "97555789"}, "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"}}
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:     March 3, 1997

                            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,                         (205) 967-7116
    Including Area Code:

Two Perimeter Park South
  Birmingham, Alabama
  -------------------
(Former Address of the
     Registrant)
Item 2.   ACQUISITION OR DISPOSITION OF ASSETS

          Effective  March  3,  1997,   HEALTHSOUTH   Corporation,   a  Delaware
corporation  (the "Company"),   through  its  wholly-owned  subsidiary,   Hammer
Acquisition  Corporation,  a Delaware corporation (the "Subsidiary"),  completed
the  acquisition  of  Health  Images,  Inc.,  a  Delaware  corporation  ("Health
Images"), through a merger of the Subsidiary into Health Images. As contemplated
by the terms of the Plan and  Agreement  of  Merger  by and  among the  parties,
Health Images is the surviving corporation in the merger, and is wholly owned by
the  Company.  Health  Images  stockholders  received  .446 shares of the Common
Stock,  par value $.01 per share,  of the  Company for each share of the Common
Stock,  par value $.01 per share,  of Health  Images held by them.  Based on the
price of  HEALTHSOUTH  Common  Stock  on the last  business  day  preceding  the
effective date of the merger and the number of outstanding Health Images shares,
the  exchange  ratio  represents  a value of $18 per  share to  Health  Images's
stockholders,   resulting  in  an  approximate   value  of  the  transaction  of
$210,000,000.

          Prior to  consummation  of the  acquisition,  Health Images operated a
network of 49 diagnostic imaging centers in the United States and six centers in
England.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (a)  Financial Statements of Businesses Acquired.

          The  required  audited  consolidated  financial  statements  of Health
Images at December  31,  1995 and the periods  then ended were filed with Health
Images'  Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
and  are  hereby  incorporated  herein  by  reference.  The  required  unaudited
consolidated  financial  statements of Health Images at September 30, 1996,  and
the period then ended,  were filed with Health Images'  Quarterly Report on Form
10-Q for the quarter  ended  September  30,  1996,  and are hereby  incorporated
herein by reference.

     
          (b)  Pro Forma Financial Information

          The required pro forma  consolidated  financial  information is as set
forth under the description "SELECTED PRO FORMA FINANCIAL INFORMATION" beginning
on p.  38 of  the  Company's  Registration  Statement  on  Form  S-4  (Reg.  No.
333-19439) dated January 29, 1997, and is hereby incorporated by reference.

                                       -2-
(c)  Exhibits.

               (2)  Plan and Agreement of Merger,  dated as of December 2, 1996,
                    by and among  HEALTHSOUTH  Corporation,  Hammer  Acquisition
                    Corporation and Health Images Inc.,  filed as Annex A to the
                    Prospectus  forming  a part  of the  Company's  Registration
                    Statement on Form S-4 (Reg.  No.  333-19439),  as filed with
                    the  Commission on January 29, 1997, is hereby  incorporated
                    herein by reference.

          THE REGISTRANT UNDERTAKES TO FURNISH  SUPPLEMENTALLY TO THE COMMISSION
UPON  REQUEST  A COPY OF ANY  EXHIBIT  TO THE  PLAN  AND  AGREEMENT  OF  MERGER,
INCORPORATED BY REFERENCE HEREIN AS EXHIBIT (2).

                                      -3-
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:     March 13, 1997

                                        HEALTHSOUTH Corporation

                                        By  /s/         William W. Horton
                                          --------------------------------------
                                                        William W. Horton
                                                       Senior Vice President

                                      -4-