content: 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):     October 9, 1995
  
  
                          Surgical Care Affiliates, Inc.           
            (Exact Name of Registrant as Specified in its Charter)
  
  
  
  
  
      Delaware                0-13364                62-1149229    
  
  (State or Other          (Commission              (I.R.S Employer
  Jurisdiction of          File Number)            Identification No.)
  Incorporation)
  
  
  
  102 Woodmont Boulevard, Suite 610
          Nashville, Tennessee                     37205
  
          (Address of Principal                 (Zip Code)
            Executive Offices)
  
  
  
  
  
  
  Registrant's Telephone Number,
  Including Area Code:                       (615) 385-3541
                                             
  
  
  
  
  Item 5.  OTHER EVENTS
  
           On October 9, 1995, Surgical Care Affiliates, Inc., a
  Delaware corporation (the "Company"), entered into a Plan and
  Agreement of Merger with HEALTHSOUTH Corporation, a Delaware
  corporation ("HEALTHSOUTH"), and Cats Acquisition Corporation ("HS
  Sub"), pursuant to which HS Sub will be merged into the Company,
  with the Company to be the surviving corporation.  
  
           The Plan and Agreement of Merger attached hereto as
  Exhibit 2, and the press releases describing the transaction
  attached hereto as Exhibit 20, are incorporated herein by
  reference.
  
  
  Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
           (c)  Exhibits
  
                2.   Plan and Agreement of Merger dated October 9,
                     1995 among HEALTHSOUTH Corporation, Cats
                     Acquisition Corporation and Surgical Care
                     Affiliates, Inc.
  
                20.  Form of press releases issued by Surgical Care
                     Affiliates, Inc. in connection with the above-
                     referenced transaction.
                                  
                                  
  
  
                                  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.
  
  
  
                               SURGICAL CARE AFFILIATES, INC.
                     
  
  
  Dated:  October 16, 1995          By:/s/Joel C. Gordon
                                    Joel C. Gordon
                                    Chairman and Chief Executive    
                                     Officer
  
  
  
  
  EXHIBIT 2
  
  
                         PLAN AND AGREEMENT OF MERGER
  
  
       PLAN AND AGREEMENT OF MERGER (the "Plan of Merger"), made and
  entered into as of the 9th day of October, 1995, by and among
  HEALTHSOUTH Corporation, a Delaware corporation ("HEALTHSOUTH"),
  CATS ACQUISITION CORPORATION, a Delaware corporation (the
  "Subsidiary"), and SURGICAL CARE AFFILIATES, INC., a Delaware
  corporation ("SCA") (the Subsidiary and SCA being sometimes
  collectively referred to herein as the "Constituent Corporations").
  
                             W I T N E S S E T H:
  
       WHEREAS, the respective Boards of Directors of HEALTHSOUTH,
  the Subsidiary and SCA have approved the merger of the Subsidiary
  with and into SCA (the "Merger"), upon the terms and conditions set
  forth in this Plan of Merger, whereby all shares of Common Stock,
  par value $.25 per share, of SCA (the "SCA Common Stock"), not
  owned directly or indirectly by SCA, will be converted into the
  right to receive the Merger Consideration (as hereinafter defined);
  
       WHEREAS, each of HEALTHSOUTH, the Subsidiary and SCA desires
  to make certain representations, warranties, covenants and
  agreements in connection with the Merger and also to prescribe
  various conditions to the Merger;
  
       WHEREAS, for federal income tax purposes, it is intended that
  the Merger shall qualify as a reorganization under the provisions
  of Section 368 of the Internal Revenue Code of 1986, as amended;
  and
  
       WHEREAS, for accounting purposes, it is intended that the
  Merger shall be accounted for as a "pooling of interests".
  
       NOW, THEREFORE, in consideration of the premises, and the
  mutual covenants and agreements contained herein, the parties
  hereto do hereby agree as follows:
  
  Section 1.     The Merger.
  
       1.1  The Merger.  Upon the terms and conditions set forth in
  this Plan of Merger, and in accordance with the Delaware General
  Corporation Law (the "DGCL"), the Subsidiary shall be merged with
  and into SCA at the Effective Time (as defined in Section 1.3). 
  Following the Effective Time, the separate corporate existence of
  the Subsidiary shall cease and SCA shall continue as the surviving
  corporation (the "Surviving Corporation") under the name "SCA,
  Inc." and shall succeed to and assume all the rights and
  obligations of the Subsidiary and SCA in accordance with the DGCL.
  
       1.2  The Closing.  The closing of the Merger (the "Closing")
  will take place at 10:00 a.m. Central Time on a date to be
  specified by the parties (the "Closing Date"), which (subject to
  satisfaction or waiver of the conditions set forth in Sections 9.2
  and 9.3) shall be no later than the second business day after
  satisfaction or waiver of the conditions set forth in Section 9.1
  (other than Section 9.1(a)), at the offices of Haskell Slaughter
  Young & Johnston, Professional Association, Birmingham, Alabama,
  unless another date or place is agreed to in writing by the parties
  hereto.
  
       1.3  Effective Time.  Subject to the provisions of this Plan
  of Merger, the parties shall file a certificate of merger (the
  "Certificate of Merger") executed in accordance with the relevant
  provisions of the DGCL and shall make all other filings or
  recordings required under the DGCL as soon as practicable on or
  after the Closing Date.  The Merger shall become effective at such
  time as the Certificate of Merger is duly filed with the Delaware
  Secretary of State, or at such other time as the Subsidiary and SCA
  shall agree should be specified in the Certificate of Merger (the
  "Effective Time").
  
       1.4  Effect of the Merger.  The Merger shall have the effects
  set forth in Section 259 of the DGCL.
  
  Section 2.     Effect of the Merger on the Capital Stock of the
                 Constituent Corporations; Exchange of Certificates.
  
  
       2.1  Effect on Capital Stock.  As of the Effective Time, by
  virtue of the Merger and without any action on the part of any
  holder of shares of SCA Common Stock or any shares of capital stock
  of the Subsidiary:
  
       (a)  Subsidiary Common Stock.  Each share of capital stock of
  the Subsidiary issued and outstanding immediately prior to the
  Effective Time shall be converted into one fully paid and
  nonassessable share of common stock of the Surviving Corporation.
  
       (b)  Cancellation of Treasury Stock.  Each share of SCA Common
  Stock that is owned by SCA or by any subsidiary of SCA shall
  automatically be canceled and retired and shall cease to exist, and
  none of the Common Stock, par value $.01 per share, of HEALTHSOUTH
  ("HEALTHSOUTH Common Stock"), cash or other consideration shall be
  delivered in exchange therefor.
  
       (c)  Conversion of SCA Shares.  Subject to Section 2.2(d),
  each issued and outstanding share of SCA Common Stock (other than
  shares to be canceled in accordance with Section 2.1(b))
  (collectively, the "Exchanging SCA Shares") shall be converted into
  the right to receive 1.22 (the "Exchange Ratio") shares of
  HEALTHSOUTH Common Stock, as may be adjusted as provided below (the
  "Merger Consideration"); provided, however, that if the Base Period
  Trading Price (as defined below) shall be greater than $28.00, then
  the Exchange Ratio shall be equal to the quotient obtained by
  dividing $34.16 by the Base Period Trading Price, computed to four
  decimal places, and the Merger Consideration shall be adjusted
  accordingly; and provided further, however, that if the Base Period
  Trading Price shall be less than $22.00, then the Exchange Ratio
  shall be equal to the quotient obtained by dividing $26.84 by the
  Base Period Trading Price, computed to four decimal places, and the
  Merger Consideration shall be adjusted accordingly; provided
  further, however, that the Exchange Ratio shall in no event (other
  than an adjustment pursuant to Section 2.1(e) or Section 8.7) be
  greater than the quotient obtained by dividing $26.84 by $20.00,
  computed to four decimal places.  For purposes of this Plan of
  Merger, the term "Base Period Trading Price" shall mean the average
  daily closing prices per share for the shares of HEALTHSOUTH Common
  Stock for the 20 consecutive trading days on which such shares are
  actually traded (as reported on the New York Stock Exchange
  Composite Transaction Tape as reported in The Wall Street Journal,
  Eastern Edition, or if not reported thereby, any other
  authoritative source) ending at the close of trading on the second
  New York Stock Exchange trading day immediately preceding the
  Closing Date (such period being herein called the "Base Period"). 
  As of the Effective Time, all such Exchanging SCA Shares shall no
  longer be outstanding and shall automatically be canceled and
  retired and shall cease to exist, and each holder of a certificate
  representing any Exchanging SCA Shares shall cease to have any
  rights with respect thereto, except the right to receive the Merger
  Consideration and any cash in lieu of fractional shares of HEALTH-
  SOUTH Common Stock to be issued or paid in consideration therefor
  upon surrender of such certificate in accordance with Section 2.2,
  without interest.
  
       (d)  Stock Options and Warrants.  At the Effective Time, all
  rights with respect to SCA Common Stock pursuant to any SCA stock
  options or SCA warrants which are outstanding at the Effective
  Time, whether or not then exercisable, shall be converted into and
  become rights with respect to HEALTHSOUTH Common Stock, and HEALTH-
  SOUTH shall assume each SCA stock option or SCA warrant, in
  accordance with the terms of any stock option plan under which it
  was issued and any stock option agreement or warrant agreement, as
  the case may be, by which it is evidenced.  It is intended that the
  foregoing provisions shall be undertaken in a manner that will not
  constitute a "modification" as defined in Section 425 of the Code,
  as to any stock option which is an "incentive stock option".  Each
  SCA stock option or warrant so assumed shall be exercisable for
  that number of shares of HEALTHSOUTH Common Stock equal to the
  number of SCA shares subject thereto multiplied by the Exchange
  Ratio, and shall have an exercise price per share equal to the SCA
  exercise price divided by the Exchange Ratio.  All options issued
  pursuant to SCA's Incentive Stock Plan of 1986 and 1990 Non-
  Qualified Stock Option Plan for Non-Employee Directors, as amended,
  shall be fully vested at the Effective Time to the extent permitted
  under such Plans. 
  
       (e)  Anti-Dilution Provisions.    If after the date hereof and
  prior to the Effective Time HEALTHSOUTH shall have declared a stock
  split (including a reverse split) of HEALTHSOUTH Common Stock or a
  dividend payable in HEALTHSOUTH Common Stock, or any other
  distribution of securities or dividend (in cash or otherwise) to
  holders of HEALTHSOUTH Common Stock with respect to their
  HEALTHSOUTH Common Stock (including without limitation such a
  distribution or dividend made in connection with a
  recapitalization, reclassification, merger, consolidation,
  reorganization, reclassification, merger, consolidation,
  reorganization or similar transaction) then (i) the amounts $28.00,
  $22.00 and $20.00 referred to in Section 2.1(c) and the amount
  $20.00 referred to in Section 8.1(f), and the Exchange Ratio, shall
  be appropriately adjusted to reflect such stock split or dividend
  or other distribution of securities and (ii) if such stock split,
  dividend or distribution has a record date during or after the Base
  Period and prior to the Effective Time, then the number of shares
  of HEALTHSOUTH Common Stock to be issued upon conversion of a share
  of SCA Common Stock pursuant to Section 2.1(c) shall be
  appropriately adjusted to reflect such stock split, dividend or
  other distribution of securities.
  
       2.2  Exchange of Certificates.  (a)  Exchange Agent.  Prior to
  the Effective Time, HEALTHSOUTH shall enter into an agreement with
  such bank or trust company as may be designated by HEALTHSOUTH (the
  "Exchange Agent") which provides that HEALTHSOUTH shall deposit
  with the Exchange Agent as of the Effective Time, for the benefit
  of the holders of Exchanging SCA Shares, for exchange in accordance
  with this Section 2, through the Exchange Agent, certificates
  representing the shares of HEALTHSOUTH Common Stock (such shares of
  HEALTHSOUTH Common Stock, together with any dividends or
  distributions with respect thereto with a record date after the
  Effective Time, being hereinafter referred to as the "Exchange
  Fund") issuable pursuant to Section 2.1 in exchange for outstanding
  shares of SCA Common Stock.
  
       (b)  Exchange Procedures.  As soon as reasonably practicable
  after the Effective Time, the Surviving Corporation shall cause the
  Exchange Agent shall mail to each holder of record of a certificate
  or certificates which immediately prior to the Effective Time
  represented outstanding shares of SCA Common Stock (the
  "Certificates") whose shares were converted into the right to
  receive the Merger Consideration pursuant to Section 2.1, (i) a
  letter of transmittal (which shall specify that delivery shall be
  effected, and risk of loss and title to the Certificates shall
  pass, only upon delivery of the Certificates to the Exchange Agent
  and shall be in such form and have such other provisions as SCA and
  HEALTHSOUTH may reasonably specify) and (ii) instructions for use
  in effecting the surrender of the Certificates in exchange for
  certificates representing shares of HEALTHSOUTH Common Stock.  Upon
  surrender of a Certificate for cancellation to the Exchange Agent
  or to such other agent or agents as may be appointed by HEALTH-
  SOUTH, together with such letter of transmittal, duly executed, and
  such other documents as may reasonably be required by the Exchange
  Agent, the holder of such Certificate shall be entitled to receive
  in exchange therefor a certificate representing that number of
  whole shares of HEALTHSOUTH Common Stock which such holder has the
  right to receive pursuant to the provisions of this Section 2, and
  the Certificate so surrendered shall forthwith be canceled.  In the
  event of a transfer of ownership of shares of SCA Common Stock
  which is not registered in the transfer records of SCA, a
  certificate representing the proper number of shares of HEALTHSOUTH
  Common Stock may be issued to a person other than the person in
  whose name the Certificate so surrendered is registered, if such
  Certificate shall be properly endorsed or otherwise be in proper
  form for transfer and the person requesting such payment shall pay
  any transfer or other taxes required by reason of the issuance of
  shares of HEALTHSOUTH Common Stock to a person other than the
  registered holder of such Certificate or establish to the
  satisfaction of HEALTHSOUTH that such tax has been paid or is not
  applicable.  Until surrendered as contemplated by this Section 2.2,
  each Certificate shall be deemed at any time after the Effective
  Time to represent only the right to receive upon such surrender the
  certificate representing shares of HEALTHSOUTH Common Stock and
  cash in lieu of any fractional shares of HEALTHSOUTH Common Stock
  as contemplated by this Section 2.2.  No interest will be paid or
  will accrue on any cash payable in lieu of any fractional shares of
  HEALTHSOUTH Common Stock.  To the extent permitted by law, former
  stockholders of record of SCA shall be entitled to vote after the
  Effective Time at any meeting of HEALTHSOUTH stockholders the
  number of whole shares of HEALTHSOUTH Common Stock into which their
  respective shares of SCA Common Stock are converted, regardless of
  whether such holders have exchanged their Certificates for
  certificates representing HEALTHSOUTH Common Stock in accordance
  with this Section 2.2.
  
       (c)  Distributions with Respect to Unexchanged Shares.  No
  dividends or other distributions with respect to HEALTHSOUTH Common
  Stock with a record date after the Effective Time of the Merger
  shall be paid to the holder of any unsurrendered Certificate with
  respect to the shares of HEALTHSOUTH Common Stock represented
  thereby and no cash payment in lieu of fractional shares shall be
  paid to any such holder pursuant to Section 2.2(e) until the
  surrender of such Certificate in accordance with this Section 2. 
  Subject to the effect of applicable laws, following surrender of
  any such Certificate, there shall be paid to the holder of the
  certificate representing whole shares of HEALTHSOUTH Common Stock
  issued in exchange therefor, without interest, (i) at the time of
  such surrender, the amount of any cash payable in lieu of a
  fractional share of HEALTHSOUTH Common Stock to which such holder
  is entitled pursuant to Section 2.2(e) and the amount of dividends
  or other distributions with a record date after the Effective Time
  theretofore paid with respect to such whole shares of HEALTHSOUTH
  Common Stock, and (ii) at the appropriate payment date, the amount
  of dividends or other distributions with a record date after the
  Effective Time but prior to such surrender and with a payment date
  subsequent to such surrender payable with respect to such whole
  shares of HEALTHSOUTH Common Stock.
  
       (d)  No Further Ownership Rights in Exchanging SCA Shares. 
  All shares of HEALTHSOUTH Common Stock issued upon the surrender
  for exchange of Certificates in accordance with the terms of this
  Section 2 (including any cash paid pursuant to Section 2.2(c) or
  2.2(e) ) shall be deemed to have been issued (and paid) in full
  satisfaction of all rights pertaining to the Exchanging SCA Shares
  theretofore represented by such Certificates.  If, after the
  Effective Time, Certificates are presented to the Surviving
  Corporation or the Exchange Agent for any reason, they shall be
  canceled and exchanged as provided in this Section 2, except as
  otherwise provided by law.
  
       (e)  No Fractional Shares.  No certificates or scrip
  representing fractional shares of HEALTHSOUTH Common Stock shall be
  issued upon the surrender for exchange of Certificates, and such
  fractional share interests will not entitle the owner thereof to
  vote or to any rights of a stockholder of HEALTHSOUTH. 
  Notwithstanding any other provision of this Plan of Merger, each
  holder of Exchanging SCA Shares exchanged pursuant to the Merger
  who would otherwise have been entitled to receive a fraction of a
  share of HEALTHSOUTH Common Stock (after taking into account all
  Certificates delivered by such holder) shall receive, in lieu
  thereof, cash (without interest) in an amount equal to such
  fractional part of a share of HEALTHSOUTH Common Stock multiplied
  by the Base Period Trading Price.
  
       (f)  Termination of Exchange Fund.  Any portion of the
  Exchange Fund which remains undistributed to the holders of the
  Certificates for six months after the Effective Time shall be
  delivered to HEALTHSOUTH, upon demand, and any holders of the
  Certificates who have not theretofore complied with this Section 2
  shall thereafter look only to HEALTHSOUTH for payment of HEALTH-
  SOUTH Common Stock, any cash in lieu of fractional shares of
  HEALTHSOUTH Common Stock and any dividends or distributions with
  respect to HEALTHSOUTH Common Stock.
  
       (g)  No Liability.  None of HEALTHSOUTH, the Subsidiary, SCA
  or the Exchange Agent shall be liable to any person in respect of
  any shares of HEALTHSOUTH Common Stock (or dividends or
  distributions with respect thereto) or cash from the Exchange Fund
  delivered to a public official pursuant to any applicable abandoned
  property, escheat or similar law.  If any Certificates shall not
  have been surrendered prior to seven years after the Effective Time
  (or immediately prior to such earlier date on which any shares of
  HEALTHSOUTH Common Stock, any cash in lieu of fractional shares of
  HEALTHSOUTH Common Stock or any dividends or distributions with
  respect to HEALTHSOUTH Common Stock in respect of such Certificates
  would otherwise escheat to or become the property of any
  governmental entity), any such shares, cash, dividends or
  distributions in respect of such Certificates shall, to the extent
  permitted by applicable law, become the property of the Surviving
  Corporation, free and clear of all claims or interest of any person
  previously entitled thereto.
  
       (h)  Investment of Exchange Fund.  The Exchange Agent shall
  invest any cash included in the Exchange Fund in deposit accounts
  or short-term money market instruments, as directed by HEALTHSOUTH,
  on a daily basis.  Any interest and other income resulting from
  such investments shall be paid to HEALTHSOUTH.
  
       2.3  Certificate of Incorporation of Surviving Corporation. 
  The Certificate of Incorporation of SCA shall be amended and
  restated, effective at the Effective Time, in a manner satisfactory
  to HEALTHSOUTH.  The Certificate of Incorporation of SCA, as so
  amended and restated, shall become the Certificate of Incorporation
  of the Surviving Corporation from and after the Effective Time and
  until thereafter amended as provided by law.
  
       2.4  Bylaws of the Surviving Corporation.  The Bylaws of the
  Subsidiary shall be the Bylaws of the Surviving Corporation from
  and after the Effective Time and until thereafter altered, amended
  or repealed in accordance with the laws of the State of Delaware,
  the Certificate of Incorporation of SCA and the said Bylaws.
  
       2.5  Directors and Officers of the Surviving Corporation.  The
  Directors and officers of the Subsidiary immediately prior to the
  Effective Time shall be the Directors and officers of the Surviving
  Corporation, each to hold office in accordance with the Certificate
  of Incorporation and Bylaws of the Surviving Corporation.
  
       2.6  Assets, Liabilities, Reserves and Accounts.  At the
  Effective Time, the assets, liabilities, reserves and accounts of
  each of the Subsidiary and SCA shall be taken up on the books of
  the Surviving Corporation at the amounts at which they respectively
  shall be carried on the books of said corporations immediately
  prior to the Effective Time, except as otherwise set forth in the
  Plan of Merger and subject to such adjustments, or elimination of
  intercompany items, as may be appropriate in giving effect to the
  Merger in accordance with generally accepted accounting principles.
  
       2.7  Corporate Acts of the Subsidiary.  All corporate acts,
  plans, policies, approvals and authorizations of the Subsidiary,
  its sole stockholder, its Board of Directors, committees elected or
  appointed by the Board of Directors, and all officers and agents,
  valid immediately prior to the Effective Time, shall be those of
  the Surviving Corporation and shall be as effective and binding
  thereon as they were with respect to the Subsidiary.  The employees
  and agents of the Subsidiary shall become the employees and agents
  of the Surviving Corporation and continue to be entitled to the
  same rights and benefits which they enjoyed as employees and agents
  of the Subsidiary.
  
  Section 3.     Representations and Warranties of SCA.
  
       SCA hereby represents and warrants to HEALTHSOUTH and the
  Subsidiary as follows:
  
       3.1  Organization, Existence and Good Standing.  SCA is a
  corporation duly organized, validly existing and in good standing
  under the laws of the State of Delaware.  SCA has all necessary
  corporate power to own its properties and assets and to carry on
  its business as presently conducted.  SCA is not, and has not been
  within the two years immediately preceding the date of this Plan of
  Merger, a subsidiary or division of another corporation, nor has
  SCA within such time owned, directly or indirectly, any shares of
  HEALTHSOUTH Common Stock or Subsidiary Common Stock. 
  
       3.2  SCA Capital Stock.  SCA's authorized capital consists of
  100,000,000 shares of SCA Common Stock, par value $.25 per share,
  of which 38,993,892 shares were issued and outstanding, as of
  September 30, 1995, and 472,400 of which shares are issued and held
  as treasury shares.  All of the issued and outstanding shares of
  SCA Common Stock are duly and validly issued, fully paid and
  nonassessable.  Except as set forth on Exhibit 3.2 to the
  Disclosure Schedule delivered by SCA to HEALTHSOUTH simultaneously
  with the execution and delivery hereof (the "Disclosure Schedule")
  or otherwise disclosed in the SCA Quarterly Report on Form 10-Q for
  the three months ended June 30, 1995 (the "SCA June 10-Q") (as
  hereinafter defined), there are no options, warrants, or similar
  rights granted by SCA or any other agreements to which SCA is a
  party providing for the issuance or sale by it of any additional
  securities which would remain in effect after the Effective Time,
  other than those reflected in the SCA June 10-Q.  There is no
  liability for dividends declared or accumulated but unpaid with
  respect to any of the shares of SCA Common Stock.  SCA has not made
  any distributions to any holders of SCA Common Stock or
  participated in or effected any issuance, exchange or retirement of
  shares of SCA Common Stock, or otherwise changed the equity
  interests of holders of SCA Common Stock, in contemplation of
  effecting the Merger within the two years immediately preceding the
  date of this Plan of Merger.  Any shares of SCA Common Stock that
  SCA has re-acquired during the two years immediately preceding the
  date of this Plan of Merger have been so re-acquired only for
  purposes other than "business combinations", as such term is
  defined in Accounting Principles Board Opinion No. 16, as amended
  ("Business Combinations").
  
       3.3  Subsidiaries and Affiliated Partnerships.  (a)  Attached
  to the Disclosure Schedule as Exhibit 3.3  is a list of all
  subsidiaries of SCA (individually, a "SCA Subsidiary", and
  collectively, the "SCA Subsidiaries") and their states of
  incorporation.  Except as set forth on Exhibit 3.3, SCA does not
  own stock in and does not control, directly or indirectly, any
  other corporation, association or business organization other than
  the SCA Other Entities (as defined below).  
  
       (b)  Also disclosed on Exhibit 3.3 is a list of all general or
  limited partnerships in which a general partner is SCA, a SCA
  Subsidiary or another SCA Partnership (individually, a "SCA
  Partnership" and collectively, the "SCA Partnerships"), and all
  limited liability companies in which SCA, a SCA Subsidiary or a SCA
  Partnership is a member (individually, a "SCA LLC" and
  collectively, the "SCA LLCs") (the SCA Partnerships and the SCA
  LLCs being collectively called the "SCA Other Entities"), and their
  states of organization.  Except as set forth on Exhibit 3.3,
  neither SCA nor any SCA Subsidiary owns an equity interest in, nor
  does such entity control, directly or indirectly, any other joint
  venture, limited liability company or partnership.
  
       3.4  Organization, Existence and Good Standing of SCA
  Subsidiaries and SCA Other Entities.  (a)  Each SCA Subsidiary is
  a corporation duly organized, validly existing and in good standing
  under the laws of its respective state of incorporation.  Each SCA
  Subsidiary has all necessary corporate power to own its properties
  and assets and to carry on its business as presently conducted.
  
       (b)  Each SCA Partnership that is a limited partnership is
  validly formed, each SCA Partnership that is a general partnership
  has been duly organized, and each SCA Partnership is in good
  standing under the laws of its respective state of organization. 
  Each SCA Partnership has all necessary power to own its property
  and assets and to carry on its business as presently conducted.
  
       (c)  Each SCA LLC is a limited liability company validly
  formed and in good standing under the laws of its respective state
  of organization.  Each SCA LLC has all necessary power to own its
  property and assets to carry on its business as presently
  conducted.
  
       3.5  Foreign Qualifications.  SCA, each SCA Subsidiary and
  each SCA Other Entity that is not a general partnership is
  qualified to do business as a foreign corporation, foreign limited
  partnership or foreign limited liability company, as the case may
  be, and is in good standing in each jurisdiction where the nature
  or character of the property owned, leased or operated by it or the
  nature of the business transacted by it makes such qualification
  necessary, except where the failure to so qualify would not have a
  material adverse effect on SCA.
  
       3.6  Power and Authority.  Subject to the satisfaction of the
  conditions precedent set forth herein, SCA has the corporate power
  to execute, deliver and perform the Plan of Merger and all
  agreements and other documents executed and delivered or to be
  executed and delivered by it pursuant to the Plan of Merger, and,
  subject to the satisfaction of the conditions precedent set forth
  herein has taken all action required by its Certificate of
  Incorporation, Bylaws or otherwise, to authorize the execution,
  delivery and performance of the Plan of Merger and such related
  documents.  Except as set forth on Exhibit 3.6, the execution and
  delivery of the Plan of Merger does not and, subject to the receipt
  of required stockholder and regulatory approvals and any other
  required third-party consents or approvals, the consummation of the
  Merger will not, violate any provisions of the Certificate of
  Incorporation of SCA or any provisions of, or result in the
  acceleration of any obligation under, any material mortgage, lien,
  lease, agreement, instrument, order, arbitration award, judgment or
  decree, to which SCA or any SCA Subsidiary or SCA Partnership is a
  party, or by which it is bound, or violate any restrictions of any
  kind to which it is subject which, if violated or accelerated would
  have a material adverse effect on SCA.  The execution and delivery
  of this Agreement has been approved by the Board of Directors of
  SCA.  This Agreement has been duly executed and delivered by SCA
  and, assuming this Agreement constitutes a valid and binding
  obligation of HEALTHSOUTH and the Subsidiary, as the case may be,
  constitutes a valid and binding obligation of SCA, enforceable
  against SCA in accordance with its terms.
       
       3.7  SCA Public Information.  SCA has heretofore furnished
  HEALTHSOUTH with a true and complete copy of each report, schedule,
  registration statement and definitive proxy statement filed by it
  with the Securities and Exchange Commission (the "SEC") (as any
  such documents have since the time of their original filing been
  amended, the "SCA Documents") since January 1, 1994, which are all
  the documents (other than preliminary material) that it was
  required to file with the SEC since such date.  As of their
  respective dates, the SCA Documents did not contain any untrue
  statements of material facts or omit to state material facts
  required to be stated therein or necessary to make the statements
  therein, in light of the circumstances under which they were made,
  not misleading.  As of their respective dates,  the SCA Documents
  complied in all material respects with the applicable requirements
  of the Securities Act of 1933, as amended, and the Securities
  Exchange Act of 1934, as amended, and the rules and regulations
  promulgated under such statutes.  The financial statements
  contained in the SCA Documents, together with the notes thereto,
  have been prepared in accordance with generally accepted accounting
  principles consistently followed throughout the periods indicated
  (except as may be indicated in the notes thereto, or, in the case
  of the unaudited financial statements, as permitted by Form 10-Q),
  reflect all known liabilities of SCA required to be stated therein,
  including all known contingent liabilities as of the end of each
  period reflected therein, and present fairly the financial
  condition of SCA at said dates and the consolidated results of
  operations and cash flows of SCA for the periods then ended.  The
  consolidated balance sheet of SCA at June 30, 1995 included in the
  SCA Documents is herein sometimes referred to as the "SCA Balance
  Sheet".
  
       3.8  [Intentionally omitted.]
  
       3.9  Legal Proceedings.  Except as disclosed in the SCA June
  10-Q or on Exhibit 3.9 to the Disclosure Schedule, there is no
  material litigation, governmental investigation or other proceeding
  pending or, so far as is known to SCA, threatened against or
  relating to SCA, its properties or business, or the transaction
  contemplated by the Plan of Merger and, so far as is known to SCA,
  no basis for any such action exists.
  
       3.10 Contracts, etc.   (a)  All material contracts, leases,
  agreements and arrangements to which SCA or any of the SCA
  Subsidiaries or SCA Partnerships is a party are legally valid and
  binding in accordance with their terms and in full force and
  effect.  All parties to such contracts, leases, agreements and
  arrangements have complied with the provisions of such contracts,
  leases, agreements and arrangements, and, to the knowledge of SCA,
  no party is in default thereunder, and no event has occurred which,
  but for the passage of time or the giving of notice or both, would
  constitute a default hereunder, except, in each case, where the
  invalidity of the lease, contract, agreement or arrangement or the
  default or breach thereunder or thereof would not, individually or
  in the aggregate, have a material adverse effect on SCA.
  
       (b)  Except as set forth on Exhibit 3.10 to the Disclosure
  Schedule, no contract or agreement to which SCA or any SCA
  Subsidiary or SCA Partnership is a party will, by its terms,
  terminate as a result of the transactions contemplated hereby or
  require any consent from any obligor thereto in order to remain in
  full force and effect immediately after the Effective Time, except
  for contracts or agreements which, if terminated, would not have a
  material adverse effect on SCA.
  
       (c)  Except as set forth on Exhibit 3.10 to the Disclosure
  Schedule, none of SCA, any SCA Subsidiary or any SCA Partnership
  has granted any right of first refusal or similar right in favor of
  any third party with respect to any material portion of its
  properties or assets or entered into any non-competition agreement
  or similar agreement restricting its ability to engage in any
  business in any location.
  
       3.11  Subsequent Events.  Except as set forth on Exhibit 3.11
  to the Disclosure Schedule or disclosed in the SCA June 10-Q, SCA
  has not, since the date of the SCA June 10-Q:
  
            (a)  Incurred any material adverse change.
  
            (b)  Discharged or satisfied any material lien or
       encumbrance, or paid or satisfied any material obligation
       or liability (absolute, accrued, contingent or otherwise)
       other than (i) liabilities shown or reflected on the SCA
       Balance Sheet or (ii) liabilities incurred since the date
       of the SCA June 10-Q in the ordinary course of business,
       which discharge or satisfaction would have a material
       adverse effect on SCA.
  
            (c)  Increased or established any reserve for taxes
       or any other liability on its books or otherwise provided
       therefor which would have a material adverse effect on
       SCA, except as may have been required due to income or
       operations of SCA since the date of the SCA June 10-Q.
  
            (d)  Mortgaged, pledged or subjected to any lien,
       charge or other encumbrance any of the assets, tangible
       or intangible, which assets are material to the
       consolidated business or financial condition of SCA.
  
            (e)  Sold or transferred any of the assets material
       to the consolidated business of SCA, cancelled any
       material debts or claims or waived any material rights,
       except in the ordinary course of business.
  
            (f)  Granted any general or uniform increase in the
       rates of pay of employees or any material increase in
       salary payable or to become payable by SCA to any officer
       or employee, consultant or agent (other than normal merit
       increases), or by means of any bonus or pension plan,
       contract or other commitment, increased in a material
       respect the compensation of any officer, employee,
       consultant or agent.
  
            (g)  Except for this Plan of Merger and any other
       agreement executed and delivered pursuant to this Plan of
       Merger, entered into any material transaction other than
       in the ordinary course of business or permitted under
       other Sections hereof.
  
            (h)  Issued any stock, bonds or other securities,
       other than stock options granted to employees or
       consultants of SCA or warrants granted to third parties,
       all of which are disclosed on Exhibit 3.2 to the
       Disclosure Schedule or in the SCA Documents.
  
       3.12 Accounts Receivable.  (a)  Since the date of the SCA
  June 10-Q, SCA has not changed any material principle or practice
  with respect to the recordation of accounts receivable or the
  calculation of reserves therefor, or any material collection,
  discount or write-off policy or procedure.  SCA (including the SCA
  Subsidiaries and SCA Partnerships) is in compliance with the terms
  and conditions of all third-party payor arrangements relating to
  its accounts receivable, except to the extent that such
  noncompliance would not have a material adverse effect on SCA.
  
       (b)  Without limiting the generality of the foregoing, SCA and
  each SCA Subsidiary or SCA Partnership is in compliance with all
  Medicare and Medicaid provider agreements to which it is a party,
  except to the extent that such noncompliance would not have a
  material adverse effect on SCA.
  
       3.13 Tax Returns.  SCA has filed all tax returns required to
  be filed by it or requests for extensions to file such returns or
  reports have been timely filed and granted and have not expired,
  except to the extent that such failures to file, taken together, do
  not have a material adverse effect on SCA.  SCA has made all
  payments shown as due on such returns.  SCA has not been notified
  that any tax returns of SCA are currently under audit by the
  Internal Revenue Service or any state or local tax agency.  No
  agreements have been made by SCA for the extension of time or the
  waiver of the statute of limitations for the assessment or payment
  of any federal, state or local taxes.
  
       3.14 Commissions and Fees.  Except for fees payable to Bear,
  Stearns & Co. Inc. ("Bear, Stearns"), there are no valid claims for
  brokerage commissions or finder's or similar fees in connection
  with the transactions contemplated by this Plan of Merger which may
  be now or hereafter asserted against HEALTHSOUTH resulting from any
  action taken by SCA or its stockholders, officers or Directors, or
  any of them.
  
       3.15 Employee Benefit Plans; Employment Matters.  (a)  Except
  as described in the SCA Documents or set forth on Exhibit 3.15(a)
  to the Disclosure Schedule, SCA has neither established nor
  maintains nor is obligated to make contributions to or under or
  otherwise participate in (a) any bonus or other type of incentive
  compensation plan, program, agreement, policy, commitment, contract
  or arrangement (whether or not set forth in a written document),
  (b) any pension, profit-sharing, retirement or other plan, program
  or arrangement, or (c) any other employee benefit plan, fund or
  program, including, but not limited to, those described in Section
  3(3) of ERISA.  All such plans (individually, a "Plan" and
  collectively, the "Plans") have been operated and administered in
  all material respects in accordance with, as applicable, ERISA, the
  Internal Revenue Code of 1986, as amended, Title VII of the Civil
  Rights Act of 1964, as amended, the Equal Pay Act of 1967, as
  amended, the Age Discrimination in Employment Act of 1967, as
  amended, and the related rules and regulations adopted by those
  federal agencies responsible for the administration of such laws. 
  No act or failure to act by SCA has resulted in a "prohibited
  transaction" (as defined in ERISA) with respect to the Plans that
  is not subject to a statutory or regulatory exception.  No
  "reportable event" (as defined in ERISA) has occurred with respect
  to any of the Plans which is subject to Title IV of ERISA.  SCA has
  not previously made, is not currently making, and is not obligated
  in any way to make, any contributions to any multi-employer plan
  within the meaning of the Multi-Employer Pension Plan Amendments
  Act of 1980.
  
       (b)  Except as described in the SCA Documents or set forth on
  Exhibit 3.15(b) to the Disclosure Schedule, SCA is not a party to
  any oral or written (i) union, guild or collective bargaining
  agreement which agreement covers employees in the United States
  (nor is it aware of any union organizing activity currently being
  conducted in respect to any of its employees), (ii) agreement with
  any executive officer or other key employee the benefits of which
  are contingent, or the terms of which are materially altered, upon
  the occurrence of a transaction of the nature contemplated by this
  Plan of Merger and which provides for the payment of in excess of
  $100,000, or (iii) agreement or plan, including any stock option
  plan, stock appreciation rights plan, restricted stock plan or
  stock purchase plan, any of the benefits of which will be
  increased, or the vesting the benefits of which will be
  accelerated, by the occurrence of any of the transactions
  contemplated by this Plan of Merger or the value of any of the
  benefits of which will be calculated on the basis of any of the
  transactions contemplated by this Plan of Merger.
  
       3.16 Compliance with Laws in General.  Except as set forth on
  Exhibit 3.16 to the Disclosure Schedule or disclosed in the SCA
  Documents, SCA has not received any notices of material violations
  of any federal, state and local laws, regulations and ordinances
  relating to its business and operations, including, without
  limitation, the Federal Environmental Protection Act, the
  Occupational Safety and Health Act, the Americans with Disabilities
  Act, the Medicare or applicable Medicaid statutes and regulations
  and any Environmental Laws, and no notice of any pending inspection
  or violation of any such law, regulation or ordinance has been
  received by SCA which, if it were determined that a violation had
  occurred, would have a material adverse effect on SCA.
  
       3.17 Licenses, Accreditation and Regulatory Approvals.    SCA
  and the SCA Subsidiaries and SCA Other Entities hold all licenses,
  permits, certificates of need and other regulatory approvals which
  are needed or required by law with respect to their businesses,
  operations and facilities as they are currently or presently
  conducted (collectively, the "Licenses"), except where the failure
  to possess such Licenses does not have a material adverse effect on
  SCA, the SCA Subsidiaries and the SCA Other Entities in the
  aggregate.  All such Licenses are in full force and effect, and SCA
  is in compliance in all material respects with all conditions and
  requirements of the Licenses and with all rules and regulations
  relating thereto.  SCA, the SCA Subsidiaries and the SCA Other
  Entities are, to the extent applicable to their operations, (i)
  eligible to receive payment under Titles XVIII and XIX of the
  Social Security Act, (ii) providers under existing provider
  agreements with the Medicare program through the applicable
  intermediaries and (iii) in compliance with the conditions of
  participation in the Medicare program except for such noncompliance
  as does not have a material adverse effect on SCA, the SCA
  Subsidiaries and the SCA Other Entities in the aggregate.  SCA, the
  SCA Subsidiaries and the SCA Other Entities have timely filed all
  requisite claims and other reports required to be filed in
  connection with the Medicare, Medicaid and other governmental
  health programs due on or before the date hereof, all of which
  were, when filed, complete and correct in all material respects. 
  There are no current claims, actions or appeals pending, and
  neither SCA nor the SCA Subsidiaries, nor the SCA Other Entities
  have filed any claims or reports which should result in such
  claims, actions or appeals, before any commission, board or agency,
  including, without limitation, any intermediary or carrier, the
  Provider Reimbursement Review Board or the Administrator of the
  Health Care Financing Administration with respect to any Medicare
  claims, or any disallowances in connection with any audit of
  claims, which could have a material adverse effect on SCA, the SCA
  Subsidiaries and the SCA Other Entities in the aggregate.  The
  amounts established as provisions for adjustments by Medicare,
  Medicaid and other third-party payors on the financial statements
  set forth in the SCA June 10-Q are sufficient to pay any amounts
  for which SCA may be liable.  To the best knowledge of SCA, neither
  SCA nor the SCA Subsidiaries nor the SCA Other Entities nor their
  respective employees have committed a violation of the Medicare and
  Medicaid fraud and abuse provisions of the Social Security Act. 
  Except as disclosed in the SCA Documents, any and all past
  litigation concerning such licenses, certificates of need and
  regulatory approvals, and all claims and causes of action raised
  therein, has been finally adjudicated.  No such license,
  certificate of need or regulatory approval has been revoked,
  conditioned (except as may be customary) or restricted, and, except
  as disclosed in the SCA Documents, no action (equitable, legal or
  administrative), arbitration or other process is pending, or to the
  best knowledge of SCA, threatened, which in any way challenges the
  validly of, or seeks to revoke, condition or restrict any such
  license, certificate of need, or regulatory approval.  Subject to
  compliance with applicable securities laws, the Hart Scott-Rodino
  Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and
  state or local statutes, rules or regulations requiring notice,
  approval, or other action upon the occurrence of a change in
  control of SCA or any of the SCA Subsidiaries, the consummation of
  the Merger will not violate any law or regulation to which SCA is
  subject which, if violated, would have a material adverse effect on
  SCA.
  
       3.18 Retirement or Re-Acquisition of HEALTHSOUTH Common Stock. 
  SCA is not a party to any agreement the effect of which would be to
  require HEALTHSOUTH directly or indirectly to retire or re-acquire
  all or part of the shares of HEALTHSOUTH Common Stock issued
  pursuant to Section 2.1 hereof.
  
       3.19 Disposition of Assets of Surviving Corporation.  SCA is
  not a party to any plan to dispose of a significant part of the
  assets of the Surviving Corporation within two years after the
  Closing Date, other than dispositions in the ordinary course of
  business of the Surviving Corporation and dispositions intended to
  eliminate duplicate facilities or excess capacity.
  
       3.20 Vote Required.  The affirmative vote of the holders of a
  majority of the outstanding shares of the SCA Common Stock entitled
  to vote thereon is the only vote of the holders of any class or
  series of SCA capital stock necessary to approve this Plan of
  Merger, the Merger and the transactions contemplated hereby.
  
       3.21 Opinion of Financial Advisor.  SCA has received the oral
  opinion of Bear, Stearns to the effect that, as of the date of this
  Agreement, the Merger Consideration is fair to the holders of SCA
  Shares from a financial point of view, a written copy of which
  opinion will be delivered by SCA to HEALTHSOUTH prior to the date
  on which the definitive proxy materials for the Proxy Statement (as
  defined in Section 7.4(a)) are filed with the SEC.  
  
       3.22 No Untrue Representations.  No representation or warranty
  by SCA in this Plan of Merger, and no Exhibit or certificate issued
  by SCA and furnished or to be furnished to HEALTHSOUTH pursuant
  hereto, or in connection with the transactions contemplated hereby,
  contains or will contain any untrue statement of a material fact in
  response to the disclosure requested, or omits or will omit to
  state a material fact necessary to make the statements or facts
  contained therein in response to the disclosure requested not
  misleading in light of all of the circumstances then prevailing.
  
  Section 4.   Representations and Warranties of the Subsidiary and
  HEALTHSOUTH.
  
       The Subsidiary and HEALTHSOUTH, jointly and severally, hereby
  represent and warrant to SCA as follows:
  
       4.1  Organization, Existence and Capital Stock.  The
  Subsidiary is a corporation duly organized and validly existing and
  is in good standing under the laws of the State of Delaware.  The
  Subsidiary's authorized capital consists of 1,000 shares of Common
  Stock, par value $.01 per share, all of which shares are issued and
  registered in the name of HEALTHSOUTH.  The Subsidiary has not,
  within the two years immediately preceding the date of this Plan of
  Merger, owned, directly or indirectly, any shares of SCA Common
  Stock.
  
       4.2  Power and Authority.  The Subsidiary has corporate power
  to execute, deliver and perform the Plan of Merger and all
  agreements and other documents executed and delivered, or to be
  executed and delivered, by it pursuant to the Plan of Merger, and,
  subject to the satisfaction of the conditions precedent set forth
  herein, has taken all actions required by law, its Certificate of
  Incorporation, its Bylaws or otherwise, to authorize the execution
  and delivery of the Plan of Merger and such related documents.  The
  execution and delivery of the Plan of Merger does not and, subject
  to the receipt of required stockholder and regulatory approvals and
  any other required third-party consents or approvals, the
  consummation of the Merger contemplated hereby will not, violate
  any provisions of the Certificate of Incorporation or Bylaws of the
  Subsidiary, or any agreement, instrument, order, judgment or decree
  to which the Subsidiary is a party or by which it is bound, violate
  any restrictions of any kind to which the Subsidiary is subject, or
  result in the creation of any lien, charge or encumbrance upon any
  of the property or assets of the Subsidiary.
  
       4.3  Commissions and Fees.  Except for fees owed to Smith
  Barney Inc. ("Smith Barney"), there are no claims for brokerage
  commissions, investment bankers' fees or finder's fees in
  connection with the transaction contemplated by the Plan of Merger
  resulting from any action taken by the Subsidiary or any of its
  officers, Directors or agents.
  
       4.4  No Subsidiaries.  The Subsidiary does not own stock in,
  and does not control directly or indirectly, any other corporation,
  association or business organization.  The Subsidiary is not a
  party to any joint venture or partnership.
  
       4.5  Legal Proceedings.  There are no actions, suits or
  proceedings pending or threatened against the Subsidiary, at law or
  in equity, relating to or affecting the Subsidiary, including the
  Merger.  The Subsidiary does not know or have any reasonable
  grounds to know of any justification for any such action, suit or
  proceeding.
  
       4.6  No Contracts or Liabilities.  Other than the obligations
  created under the Plan of Merger, the Subsidiary is not obligated
  under any contracts, claims, leases, liabilities (contingent or
  otherwise), loans or otherwise.
  
  Section 5.     Representations and Warranties of HEALTHSOUTH.
  
       HEALTHSOUTH hereby represents and warrants to SCA as follows:
  
       5.1  Organization, Existence and Good Standing.  HEALTHSOUTH
  is a corporation duly organized and validly existing and is in good
  standing under the laws of the State of Delaware.  HEALTHSOUTH has
  all necessary corporate power to own its properties and assets and
  to carry on its business as presently conducted.  HEALTHSOUTH is
  duly qualified to do business and is in good standing in all
  jurisdictions in which the character of the property owned, leased
  or operated or the nature of the business transacted by it makes
  qualification necessary.  HEALTHSOUTH is not, and has not been
  within the two years immediately preceding the date of this Plan of
  Merger, a subsidiary or division of another corporation, nor has
  HEALTHSOUTH within such time owned, directly or indirectly, any
  shares of SCA Common Stock.
  
       5.2  Power and Authority.  HEALTHSOUTH has corporate power to
  execute, deliver and perform the Plan of Merger and all agreements
  and other documents executed and delivered, or to be executed and
  delivered, by it pursuant to the Plan of Merger, and, subject to
  the satisfaction of the conditions precedent set forth herein has
  taken all actions required by law, its Certificate of
  Incorporation, its Bylaws or otherwise, to authorize the execution
  and delivery of the Plan of Merger and such related documents.  The
  execution and delivery of the Plan of Merger does not and, subject
  to the receipt of required stockholder and regulatory approvals and
  any other required third-party consents or approvals, the
  consummation of the Merger contemplated hereby will not, violate
  any provisions of the Certificate of Incorporation or Bylaws of
  HEALTHSOUTH, or any provision of, or result in the acceleration of
  any obligation under, any mortgage, lien, lease, agreement,
  instrument, order, arbitration award, judgment or decree to which
  HEALTHSOUTH is a party or by which it is bound, or violate any
  restrictions of any kind to which HEALTHSOUTH is subject.  The
  execution and delivery of this Agreement has been approved by the
  Board of Directors of HEALTHSOUTH.  This Agreement has been duly
  executed and delivered by HEALTHSOUTH and the Subsidiary and,
  assuming this Agreement constitutes a valid and binding obligation
  of SCA, constitutes a valid and binding obligation of HEALTHSOUTH
  and the Subsidiary, enforceable against HEALTHSOUTH and the
  Subsidiary in accordance with its terms.
  
       5.3  HEALTHSOUTH Common Stock.  Subject to stockholder
  approval of an increase in the authorized number of shares of
  HEALTHSOUTH Common Stock, on the Closing Date, HEALTHSOUTH will
  have a sufficient number of authorized but unissued and/or treasury
  shares of its Common Stock available for issuance to the holders of
  SCA Shares in accordance with the provisions of the Plan of Merger. 
  The HEALTHSOUTH Common Stock to be issued pursuant to the Plan of
  Merger will, when so delivered, be (i) duly and validly issued,
  fully paid and nonassessable, (ii) issued pursuant to an effective
  registration statement under the Securities Act of 1933, as
  amended, and (iii) authorized for listing on the New York Stock
  Exchange, Inc. (the "Exchange") upon official notice of issuance.
  
       5.4  Capitalization.  HEALTHSOUTH's authorized capital stock
  consists of 1,500,000 shares of Preferred Stock, par value $.10 per
  share, of which no shares are issued and outstanding, and no shares
  are held in treasury, and 150,000,000 shares of Common Stock, par
  value $.01 per share, of which 93,466,441 shares are issued and
  outstanding, and 182,000 shares are held in treasury.  All of the
  issued and outstanding shares of HEALTHSOUTH Common Stock have been
  duly and validly issued and are fully paid and non-assessable. 
  Except as disclosed in the HEALTHSOUTH Registration Statement on
  Form S-3 (Registration No. 33-62475), declared effective by the SEC
  on September 27, 1995 (the "HEALTHSOUTH September S-3"), there are
  no options, warrants, convertible debentures or similar rights
  granted by HEALTHSOUTH or any other agreements to which HEALTHSOUTH
  is a party providing for the issuance or sale by it of any
  additional securities.  There is no liability for dividends
  declared or accumulated but unpaid with respect to any shares of
  HEALTHSOUTH Common Stock.  HEALTHSOUTH has not made any
  distributions to any holder of HEALTHSOUTH Common Stock or
  participated in or effected any issuance, exchange or retirement of
  HEALTHSOUTH Common Stock, or otherwise changed the equity interests
  of holders of HEALTHSOUTH Common Stock, in contemplation of
  effecting the Merger within the two years immediately preceding the
  date of this Plan of Merger.  Any shares of HEALTHSOUTH Common
  Stock that HEALTHSOUTH has re-acquired during the two years
  immediately preceding the date of this Plan of Merger have been so
  re-acquired only for purposes other than Business Combinations.
  
       5.5  Subsidiary Common Stock.  HEALTHSOUTH owns, beneficially
  and of record, all of the issued and outstanding shares of
  Subsidiary Common Stock, which are validly issued and outstanding,
  fully paid and nonassessable, free and clear of all liens and
  encumbrances. HEALTHSOUTH has the corporate power to endorse and
  surrender such Subsidiary Shares for cancellation pursuant to the
  Plan of Merger.  HEALTHSOUTH has taken all such actions as may be
  required in its capacity as the sole stockholder of the Subsidiary
  to approve the Merger.
  
       5.6  HEALTHSOUTH Documents.  HEALTHSOUTH has heretofore
  furnished SCA with a true and complete copy of each report,
  schedule, registration statement and definitive proxy statement
  filed by it with the SEC (as any such documents have since the time
  of their original filing been amended, the "HEALTHSOUTH Documents")
  since January 1, 1994, which are all the documents (other than
  preliminary material) that it was required to file with the SEC
  since such date.  As of their respective dates, the HEALTHSOUTH
  Documents did not contain any untrue statements of material facts
  or omit to state material facts required to be stated therein or
  necessary to make the statements therein, in light of the
  circumstances under which they were made, not misleading.  As of
  their respective dates, the HEALTHSOUTH Documents complied in all
  material respects with the applicable requirements of the
  Securities Act of 1933, as amended, and the Securities Exchange Act
  of 1934, as amended, and the rules and regulations promulgated
  under such statutes.  The financial statements contained in the
  HEALTHSOUTH Documents, together with the notes thereto, have been
  prepared in accordance with generally accepted accounting
  principles consistently followed throughout the periods indicated
  (except as may be indicated in the notes thereto, or, in the case
  of the unaudited financial statements, as permitted by Form 10-Q),
  reflect all known liabilities of HEALTHSOUTH required to be stated
  therein, including all known contingent liabilities as of the end
  of each period reflected therein, and present fairly the financial
  condition of HEALTHSOUTH at said dates and the consolidated results
  of operations and cash flows of HEALTHSOUTH for the periods then
  ended.
  
       5.7  Investment Intent.  HEALTHSOUTH is acquiring the shares
  of SCA Common Stock hereunder for its own account and not with a
  view to the distribution or sale thereof, and HEALTHSOUTH has no
  understanding, agreement or arrangement to sell, distribute, parti-
  tion or otherwise transfer or assign all or any part of the shares
  of SCA Common Stock to any other person, firm or corporation.
  
       5.8  Commissions and Fees.  Except for fees owed to Smith
  Barney, there are no claims for brokerage commissions, investment
  bankers' fees or finder's fees in connection with the transactions
  contemplated by the Plan of Merger resulting from any action taken
  by HEALTHSOUTH or any of its officers, Directors or agents.
  
       5.9  Legal Proceedings.  Except as disclosed in the
  HEALTHSOUTH September S-3, there is no material litigation,
  governmental investigation or other proceeding pending or, so far
  as is known to HEALTHSOUTH, threatened against or relating to
  HEALTHSOUTH, its properties or business, or the transaction
  contemplated by the Plan of Merger and, so far as is known to
  HEALTHSOUTH, no basis for any such action exists.
  
       5.10 No Violations.  Subject to compliance with applicable
  securities laws and the HSR Act, the consummation of the Merger
  will not violate any law or restriction to which HEALTHSOUTH is
  subject.
  
       5.11 Contracts, etc.   (a)  All material contracts, leases,
  agreements and arrangements to which HEALTHSOUTH or any of its
  subsidiaries or affiliated partnerships is a party are legally
  valid and binding in accordance with their terms and in full force
  and effect.  All parties to such contracts, leases, agreements and
  arrangements have complied with the provisions of such contracts,
  leases, agreements and arrangements, and, to the knowledge of
  HEALTHSOUTH, no party is in default thereunder, and no event has
  occurred which, but for the passage of time or the giving of notice
  or both, would constitute a default hereunder, except, in each
  case, where the invalidity of the lease, contract, agreement or
  arrangement or the default or breach thereunder or thereof would
  not, individually or in the aggregate, have a material adverse
  effect on HEALTHSOUTH.
  
       (b)  No contract or agreement to which HEALTHSOUTH or any of
  its subsidiaries or affiliated partnerships is a party will, by its
  terms, terminate as a result of the transactions contemplated
  hereby or require any consent from any obligor thereto in order to
  remain in full force and effect immediately after the Effective
  Time, except for contracts or agreements which, if terminated,
  would not have a material adverse effect on HEALTHSOUTH.
  
       5.12 Subsequent Events.  Except as disclosed in the HEALTH-
  SOUTH September S-3, HEALTHSOUTH has not, since June 30, 1995:
  
            (a)  Incurred any material adverse change.
  
            (b)  Discharged or satisfied any material lien or
       encumbrance, or paid or satisfied any material obligation
       or liability (absolute, accrued, contingent or otherwise)
       other than (i) liabilities shown or reflected on the June
       30, 1995 Balance Sheet contained in the HEALTHSOUTH
       September S-3 or (ii) liabilities incurred since the
       effective date of the HEALTHSOUTH September S-3 in the
       ordinary course of business, which discharge or
       satisfaction would have a material adverse effect on
       HEALTHSOUTH.
  
            (c)  Increased or established any reserve for taxes
       or any other liability on its books or otherwise provided
       therefor which would have a material adverse effect on
       HEALTHSOUTH, except as may have been required due to
       income or operations of HEALTHSOUTH since June 30, 1995.
  
            (d)  Mortgaged, pledged or subjected to any lien,
       charge or other encumbrance any of the assets, tangible
       or intangible, which assets are material to the
       consolidated business or financial condition of HEALTH-
       SOUTH.
  
            (e)  Sold or transferred any of the assets material
       to the consolidated business of HEALTHSOUTH, cancelled
       any material debts or claims or waived any material
       rights, except in the ordinary course of business.
  
            (f)  Granted any general or uniform increase in the
       rates of pay of employees or any material increase in
       salary payable or to become payable by HEALTHSOUTH to any
       officer or employee, consultant or agent (other than
       normal merit increases), or by means of any bonus or
       pension plan, contract or other commitment, increased in
       a material respect the compensation of any officer,
       employee, consultant or agent.
  
            (g)  Except for this Plan of Merger and any other
       agreement executed and delivered pursuant to this Plan of
       Merger, entered into any material transaction other than
       in the ordinary course of business or permitted under
       other Sections hereof.
  
            (h)  Issued any stock, bonds or other securities,
       other than stock options granted to employees or
       consultants of HEALTHSOUTH or warrants granted to third
       parties, all of which are described in the HEALTHSOUTH
       Documents.
  
       5.13 Retirement or Re-Acquisition of HEALTHSOUTH Common Stock. 
  HEALTHSOUTH has not agreed directly or indirectly to retire or re-
  acquire all or part of the shares of HEALTHSOUTH Common Stock
  issued pursuant to Section 2.1 hereof.
  
       5.14 Accounts Receivable.  (a)  Since June 30, 1995,
  HEALTHSOUTH has not changed any material principle or practice with
  respect to the recordation of accounts receivable or the
  calculation of reserves therefor, or any material collection,
  discount or write-off policy or procedure.  HEALTHSOUTH (including
  its subsidiaries and affiliated partnerships) is in compliance with
  the terms and conditions of all third-party payor arrangements
  relating to its accounts receivable, except to the extent that such
  noncompliance would not have a material adverse effect on
  HEALTHSOUTH.
  
       (b)  Without limiting the generality of the foregoing,
  HEALTHSOUTH and each of its subsidiaries and affiliated
  partnerships is in compliance with all Medicare and Medicaid
  provider agreements to which it is a party, except to the extent
  that such noncompliance would not have a material adverse effect on
  HEALTHSOUTH.
  
       5.15 Disposition of Assets of Surviving Corporation. 
  HEALTHSOUTH does not intend or plan to dispose of, or to cause the
  Surviving Corporation to dispose of, a significant part of the
  assets of the Surviving Corporation within two years after the
  Effective Time, other than dispositions in the ordinary course of
  business of the Surviving Corporation and dispositions intended to
  eliminate duplicate facilities or excess capacity.
  
       5.16 Vote Required.  An amendment to HEALTHSOUTH's Restated
  Certificate of Incorporation is required to increase the authorized
  number of shares of HEALTHSOUTH Common Stock to enable HEALTHSOUTH
  to have an adequate number of authorized shares to consummate the
  transactions contemplated hereby.  The affirmative vote of the
  holders of a majority of the outstanding shares of HEALTHSOUTH
  Common Stock entitled to vote thereon is the only vote of the
  holders in each class or series of HEALTHSOUTH capital stock
  necessary to approve such amendment, this Plan of Merger, the
  Merger and the transactions contemplated by this Plan of Merger.
  
       5.17 Opinion of Financial Advisor.  HEALTHSOUTH has received
  the oral opinion of Smith Barney to the effect that, as of the date
  of this Agreement, the Merger Consideration is fair to HEALTHSOUTH
  from a financial point of view, a written copy of which opinion
  will be delivered by HEALTHSOUTH to SCA prior to the date on which
  the definitive proxy materials for the Proxy Statement (as defined
  in Section 7.4(a)) are filed with the SEC.
  
       5.18 Tax Returns.  HEALTHSOUTH has filed all tax returns
  required to be filed by it or requests for extensions to file such
  returns or reports have been timely filed and granted and have not
  expired, except to the extent that such failures to file, taken
  together, do not have a material adverse effect on HEALTHSOUTH. 
  HEALTHSOUTH has made all payments shown as due on such returns. 
  HEALTHSOUTH has not been notified that any tax returns of HEALTH-
  SOUTH are currently under audit by the Internal Revenue Service or
  any state or local tax agency.  No agreements have been made by
  HEALTHSOUTH for the extension of time or the waiver of the statute
  of limitations for the assessment or payment of any federal, state
  or local taxes.
  
       5.19 Employee Benefit Plans; Employment Matters.  (a)  Except
  as disclosed in the HEALTHSOUTH September S-3, HEALTHSOUTH has
  neither established nor maintains nor is obligated to make
  contributions to or under or otherwise participate in (a) any bonus
  or other type of incentive compensation plan, program, agreement,
  policy, commitment, contract or arrangement (whether or not set
  forth in a written document), (b) any pension, profit-sharing,
  retirement or other plan, program or arrangement, or (c) any other
  employee benefit plan, fund or program, including, but not limited
  to, those described in Section 3(3) of ERISA.  All such plans have
  been operated and administered in all material respects in
  accordance with, as applicable, ERISA, the Internal Revenue Code of
  1986, as amended, Title VII of the Civil Rights Act of 1964, as
  amended, the Equal Pay Act of 1967, as amended, the Age Discrimi-
  nation in Employment Act of 1967, as amended, and the related rules
  and regulations adopted by those federal agencies responsible for
  the administration of such laws.  No act or failure to act by
  HEALTHSOUTH has resulted in a "prohibited transaction" (as defined
  in ERISA) with respect to the Plans that is not subject to a
  statutory or regulatory exception.  No "reportable event" (as
  defined in ERISA) has occurred with respect to any of the Plans
  which is subject to Title IV of ERISA.  Except as disclosed in the
  HEALTHSOUTH September S-3, HEALTHSOUTH has not previously made, is
  not currently making, and is not obligated in any way to make, any
  contributions to any multi-employer plan within the meaning of the
  Multi-Employer Pension Plan Amendments Act of 1980.
  
       (b)  Except as disclosed in the HEALTHSOUTH September S-3,
  HEALTHSOUTH is not a party to any oral or written (i) union, guild
  or collective bargaining agreement which agreement covers employees
  in the United States (nor is it aware of any union organizing
  activity currently being conducted in respect to any of its
  employees), (ii) agreement with any executive officer or other key
  employee the benefits of which are contingent, or the terms of
  which are materially altered, upon the occurrence of a transaction
  of the nature contemplated by this Plan of Merger and which
  provides for the payment of in excess of $100,000, or (iii)
  agreement or plan, including any stock option plan, stock
  appreciation rights plan, restricted stock plan or stock purchase
  plan, any of the benefits of which will be increased, or the
  vesting the benefits of which will be accelerated, by the occur-
  rence of any of the transactions contemplated by this Plan of
  Merger or the value of any of the benefits of which will be
  calculated on the basis of any of the transactions contemplated by
  this Plan of Merger.
  
       5.20 Compliance with Laws in General.  Except as disclosed in
  the HEALTHSOUTH September S-3, HEALTHSOUTH has not received any
  notices of material violations of any federal, state and local
  laws, regulations and ordinances relating to its business and
  operations, including, without limitation, the Federal
  Environmental Protection Act, the Occupational Safety and Health
  Act, the Americans with Disabilities Act, the Medicare or
  applicable Medicaid statutes and regulations and any Environmental
  Laws, and no notice of any pending inspection or violation of any
  such law, regulation or ordinance has been received by HEALTHSOUTH
  with respect to any alleged violation which, if it were determined
  that a violation occurred, would have a material adverse effect on
  HEALTHSOUTH.
  
       5.21 Licenses, Accreditation and Regulatory Approvals.  
  HEALTHSOUTH and its subsidiaries and affiliated partnerships hold
  all Licenses which are needed or required by law with respect to
  their businesses, operations and facilities as they are currently
  or presently conducted, except where the failure to possess such
  Licenses does not have a material adverse effect on HEALTHSOUTH and
  its subsidiaries and affiliated partnerships in the aggregate.  All
  such Licenses are in full force and effect, and HEALTHSOUTH is in
  compliance in all material respects with all conditions and
  requirements of the Licenses and with all rules and regulations
  relating thereto.  HEALTHSOUTH and its subsidiaries and affiliated
  partnerships are, to the extent applicable to their operations, (i)
  eligible to receive payment under Titles XVIII and XIX of the
  Social Security Act, (ii) providers under existing provider
  agreements with the Medicare program through the applicable
  intermediaries and (iii) in compliance with the conditions of
  participation in the Medicare program except for such noncompliance
  as does not have a material adverse effect on HEALTHSOUTH and its
  subsidiaries in the aggregate.  HEALTHSOUTH and its subsidiaries
  and affiliated partnerships have timely filed all requisite cost
  reports, claims and other reports required to be filed in
  connection with the Medicare, Medicaid and other governmental
  health programs due on or before the date hereof, all of which
  were, when filed, complete and correct in all material respects. 
  There are no current claims, actions or appeals pending, and
  neither HEALTHSOUTH nor its subsidiaries nor its affiliated
  partnerships have filed any claims or reports which should result
  in such claims, actions or appeals, before any commission, board or
  agency, including, without limitation, any intermediary or carrier,
  the Provider Reimbursement Review Board or the Administrator of the
  Health Care Financing Administration with respect to any Medicare
  cost reports or claims, or any disallowances in connection with any
  audit of such cost reports, which could have a material adverse
  effect on HEALTHSOUTH and its subsidiaries and affiliated
  partnerships in the aggregate.  The amounts established as
  provisions for adjustments by Medicare, Medicaid and other
  third-party payors on the financial statements set forth in the
  HEALTHSOUTH September S-3 are sufficient to pay any amounts for
  which HEALTHSOUTH may be liable.  To the best knowledge of
  HEALTHSOUTH, neither HEALTHSOUTH nor its subsidiaries and
  affiliated partnerships nor their respective employees have
  committed a violation of the Medicare and Medicaid fraud and abuse
  provisions of the Social Security Act.  Except as disclosed in the
  HEALTHSOUTH September S-3, any and all past litigation concerning
  such licenses, certificates of need and regulatory approvals, and
  all claims and causes of action raised therein, has been finally
  adjudicated.  No such license, certificate of need or regulatory
  approval has been revoked, conditioned (except as may be customary)
  or restricted, and, except as disclosed in the HEALTHSOUTH
  September S-3, no action (equitable, legal or administrative),
  arbitration or other process is pending, or to the best knowledge
  of HEALTHSOUTH, threatened, which in any way challenges the validly
  of, or seeks to revoke, condition or restrict any such license,
  certificate of need, or regulatory approval.  Subject to compliance
  with applicable securities laws, the HSR Act and other or local
  rules or regulations requiring notice, approval, or other action
  upon the occurrence of a change in control of SCA or any of the SCA
  subsidiaries or SCA Other Entities, the consummation of the Merger
  will not violate any law or restriction to which HEALTHSOUTH is
  subject.
  
       5.22 No Untrue Representation.  No representation or warranty
  by HEALTHSOUTH in this Plan of Merger, and no Exhibit or
  certificate issued by HEALTHSOUTH and furnished or to be furnished
  to SCA pursuant hereto, or in connection with the transactions
  contemplated hereby, contains or will contain any untrue statement
  of a material fact in response to the disclosure requested, or
  omits or will omit to state a material fact necessary to make the
  statement or facts contained therein in response to the disclosure
  requested not misleading in light of all of the circumstances then
  prevailing.
  
  Section 6.     Access to Information and Documents.
  
       6.1  Access to Information.  Between the date hereof and the
  Closing Date, each of SCA and HEALTHSOUTH will give to the other
  party and its counsel, accountants and other representatives full
  access to all the properties, documents, contracts, personnel files
  and other records of such party and shall furnish the other party
  with copies of such documents and with such information with
  respect to the affairs of such party as the other party may from
  time to time reasonably request.  Each party will disclose and make
  available to the other party and its representatives all books,
  contracts, accounts, personnel records, letters of intent, papers,
  records, communications with regulatory authorities and other docu-
  ments relating to the business and operations of such party.  In
  addition, SCA shall make available to HEALTHSOUTH all such banking,
  investment and financial information as shall be necessary to allow
  for the efficient integration of SCA's banking, investment and
  financial arrangements with those of HEALTHSOUTH at the Effective
  Time.
  
       6.2  Return of Records.  If the transactions contemplated
  hereby are not consummated and this Plan of Merger terminates, each
  party agrees to promptly return all documents, contracts, records
  or properties of the other party and all copies thereof furnished
  pursuant to this Section 6 or otherwise.    All information
  disclosed by any party or any affiliate or representative of any
  party shall be deemed to be "Confidential Information" under the
  terms of the Confidentiality Agreement dated October 5, 1995,
  between SCA and HEALTHSOUTH (the "Confidentiality Agreement").
  
       6.3  Effect of Access.  (a)  Nothing contained in this Section
  6 shall be deemed to create any duty or responsibility on the part
  of either party to investigate or evaluate the value, validity or
  enforceability of any contract, lease or other asset included in
  the assets of the other party.
  
       (b)  With respect to matters as to which any party has made
  express representations or warranties herein, the parties shall be
  entitled to rely upon such express representations and warranties
  irrespective of any investigations made by such parties, except to
  the extent that such investigations result in actual knowledge of
  the inaccuracy or falsehood of particular representations and
  warranties.
  
  Section 7.     Covenants.
  
       7.1  Preservation of Business.  SCA will use its reasonable
  best efforts to preserve the business organization of SCA intact,
  to keep available to HEALTHSOUTH and the Surviving Corporation the
  services of the present employees of SCA, and to preserve for
  HEALTHSOUTH and the Surviving Corporation the goodwill of the
  suppliers, customers and others having business relations with SCA.
  
       7.2  Material Transactions.  Prior to the Effective Time, SCA
  will not (other than as required pursuant to the terms of the Plan
  of Merger and the related documents, and other than with respect to
  transactions for which binding commitments have been entered into
  prior to the date hereof and transactions described on Exhibit 7.2
  to the Disclosure Schedule which do not vary materially from the
  terms set forth on such Exhibit 7.2), without first obtaining the
  written consent of HEALTHSOUTH:
  
            (a)  Encumber any asset or enter into any
       transaction or make any contract or commitment relating
       to the properties, assets and business of SCA, other than
       in the ordinary course of business or as otherwise
       disclosed herein.
  
            (b)  Enter into any employment contract which is not
       terminable upon notice of 30 days or less, at will, and
       without penalty to SCA except as provided herein.
  
            (c)  Enter into any contract or agreement (i) which
       cannot be performed within three months or less, or (ii)
       which involves the expenditure of over $100,000.
  
            (d)  Issue or sell, or agree to issue or sell, any
       shares of capital stock or other securities of SCA,
       except upon exercise of currently outstanding stock
       options or warrants (other than options or warrants to
       purchase up to 400,000 shares of SCA Common Stock issued
       in the ordinary course of SCA's business consistent with
       its past practices).
  
            (e)  Make any payment or distribution to the trustee
       under any bonus, pension, profit-sharing or retirement
       plan or incur any obligation to make any such payment or
       contribution which is not in accordance with SCA's usual
       past practice, or make any payment or contributions or
       incur any obligation pursuant to or in respect of any
       other plan or contract or arrangement providing for
       bonuses, executive incentive compensation, pensions,
       deferred compensation, retirement payments, profit-
       sharing or the like, establish or enter into any such
       plan, contract or arrangement, or terminate any Plan.
  
            (f)  Extend credit to anyone, except in the ordinary
       course of business consistent with prior practices.
  
            (g)  Guarantee the obligation of any person, firm or
       corporation, except in the ordinary course of business
       consistent with prior practices.
  
            (h)  Amend its Certificate of Incorporation or Bylaws.
  
            (i)  Take any action of a character described in
       Section 3.11(a) to 3.11(h), inclusive.
  
       7.3  Meetings of Stockholders.  (a)  Each of HEALTHSOUTH and
  SCA will take all steps necessary in accordance with their
  respective Certificates of Incorporation and Bylaws to call, give
  notice of, convene and hold meetings of their respective
  stockholders (the "Special Meetings") as soon as practicable after
  the effectiveness of the Registration Statement (as defined in
  Section 7.4 hereof), for the purpose of approving this Plan of
  Merger and for such other purposes as may be necessary (including
  any necessary increase in the number of authorized shares of
  HEALTHSOUTH Common Stock required for the consummation of the
  transactions contemplated hereby).  Unless this Plan of Merger
  shall have been validly terminated as provided herein, the Boards
  of Directors of HEALTHSOUTH and SCA (subject, in the case of SCA,
  to the provisions of Section 8.1(d) hereof) will (i) recommend to
  their respective stockholders the approval of this Plan of Merger,
  the transactions contemplated hereby and any other matters to be
  submitted to the stockholders in connection therewith, to the
  extent that such approval is required by applicable law in order to
  consummate the Merger, and (ii) use their respective reasonable,
  good faith efforts to obtain the approval by their respective
  stockholders of this Plan of Merger and the transactions
  contemplated hereby.
  
       (b)  Nothing contained herein shall affect the right of
  HEALTHSOUTH, the Subsidiary and SCA to take action by written
  consent in lieu of meeting to the extent permitted by applicable
  law and their respective Certificates of Incorporation and Bylaws.
  
       7.4  Registration Statement.  (a)  HEALTHSOUTH shall prepare
  and file with the Securities and Exchange Commission and any other
  applicable regulatory bodies, as soon as reasonably practicable, a
  Registration Statement on Form S-4 with respect to the shares of
  HEALTHSOUTH Common Stock to be issued in the Merger (the
  "Registration Statement"), and will otherwise proceed promptly to
  satisfy the requirements of the Securities Act of 1933, including
  Rule 145 thereunder.  Such Registration Statement shall contain a
  joint proxy statement of HEALTHSOUTH and SCA containing the
  information required by the Securities Exchange Act of 1934 (the
  "Proxy Statement").  HEALTHSOUTH shall take all reasonable steps to
  cause the Registration Statement to be declared effective and to
  maintain such effectiveness until all of the shares covered thereby
  have been distributed.  HEALTHSOUTH shall promptly amend or
  supplement the Registration Statement to the extent necessary in
  order to make the statements therein not misleading or to correct
  any misstatements which have become false or misleading. 
  HEALTHSOUTH shall use its reasonable, good faith efforts to have
  the Proxy Statement approved by the SEC under the provisions of the
  Securities Exchange Act of 1934.  HEALTHSOUTH shall provide SCA
  with copies of all filings made pursuant to this Section 7.4 and
  shall consult with SCA on responses to any comments made by the
  Staff of the SEC with respect thereto.
  
       (b)  The information specifically designated as being supplied
  by SCA for inclusion in the Registration Statement shall not, at
  the time the Registration Statement is declared effective, at the
  time the Proxy Statement is first mailed to holders of SCA Common
  Stock and holders of HEALTHSOUTH Common Stock, at the time of the
  Special Meetings and at the Effective Time, contain any untrue
  statement of a material fact or omit to state any material fact
  required to be stated therein or necessary in order to make the
  statements therein not misleading.  The information specifically
  designated as being supplied by SCA for inclusion in the Proxy
  Statement shall not, at the date the Proxy Statement (or any
  amendment thereof or supplement thereto) is first mailed to holders
  of SCA Common Stock and holders of HEALTHSOUTH Common Stock, at the
  time of the Special Meetings and at the Effective Time, contain any
  untrue statement of a material fact or omit to state any material
  fact required to be stated therein or necessary in order to make
  the statements therein, in the light of the circumstances under
  which they are made, not misleading.  If at any time prior to the
  Effective Time any event or circumstance relating to SCA, or its
  officers or directors, should be discovered by SCA which should be
  set forth in an amendment to the Registration Statement or a
  supplement to the Proxy Statement, SCA shall promptly inform
  HEALTHSOUTH. All documents, if any, that SCA is responsible for
  filing with the SEC in connection with the transactions
  contemplated herein will comply as to form and substance in all
  material respects with the applicable requirements of the
  Securities Act and the rules and regulations thereunder and the
  Exchange Act and the rules and regulations thereunder.
  
       (c)  The information specifically designated as being supplied
  by HEALTHSOUTH for inclusion in the Registration Statement shall
  not, at the time the Registration Statement is declared effective,
  at the time the Proxy Statement is first mailed to holders of SCA
  Common Stock and holders of HEALTHSOUTH Common Stock, at the time
  of the Special Meetings and at the Effective Time, contain any
  untrue statement of a material fact or omit to state any material
  fact required to be stated therein or necessary in order to make
  the statements therein not misleading.  The information
  specifically designated as being supplied by HEALTHSOUTH for
  inclusion in the Proxy Statement to be sent to the holders of SCA
  Common Stock in connection with the SCA Stockholders' Meeting and
  to the HEALTHSOUTH stockholders in connection with the HEALTHSOUTH
  Stockholders' Meeting shall not, at the date the Proxy Statement
  (or any amendment thereof or supplement thereto) is first mailed to
  holders of SCA Common Stock and holders of HEALTHSOUTH Common
  Stock, at the time of the Special Meetings or at the Effective
  Time, contain any untrue statement of a material fact or omit to
  state any material fact required to be stated therein or necessary
  in order to make the statements therein, in the light of the
  circumstances under which they are made, not misleading.  If at any
  time prior to the Effective Time any event or circumstance relating
  to HEALTHSOUTH or its officers or directors, should be discovered
  by HEALTHSOUTH which should be set forth in an amendment to the
  Registration Statement or a supplement to the Proxy Statement,
  HEALTHSOUTH shall promptly inform SCA and shall promptly file such
  amendment to the Registration Statement. All documents that
  HEALTHSOUTH is responsible for filing with the SEC in connection
  with the transactions contemplated herein will comply as to form
  and substance in all material respects with the applicable
  requirements of the Securities Act and the rules and regulations
  thereunder and the Exchange Act and the rules and regulations
  thereunder.
  
       (d)  Prior to the Closing Date, HEALTHSOUTH shall use its
  reasonable, good faith efforts to cause the shares of HEALTHSOUTH
  Common Stock to be issued pursuant to the Merger to be registered
  or qualified under all applicable securities or Blue Sky laws of
  each of the states and territories of the United States, and to
  take any other actions which may be necessary to enable the Common
  Stock to be issued pursuant to the Merger to be distributed in each
  such jurisdiction.
  
       (e)  Prior to the Closing Date, HEALTHSOUTH shall file an
  additional listing application (the "Listing Application") with the
  Exchange relating to the shares of HEALTHSOUTH Common Stock to be
  issued in connection with the Merger, and shall use its reasonable,
  good faith efforts to cause such shares of HEALTHSOUTH Common Stock
  to be approved for listing on the Exchange, upon official notice of
  issuance, prior to the Closing Date.
  
       (f)  SCA shall furnish all information to HEALTHSOUTH with
  respect to SCA and the SCA Subsidiaries and SCA Partnerships as
  HEALTHSOUTH may reasonably request for inclusion in the
  Registration Statement, the Proxy Statement and the Listing
  Application, and shall otherwise cooperate with HEALTHSOUTH in the
  preparation and filing of such documents.
  
       7.5  Exemption from State Takeover Laws.  SCA shall take all
  reasonable steps necessary to exempt the Merger from the
  requirements of any state takeover statute or other similar state
  law which would prevent or impede the consummation of the transac-
  tions contemplated hereby, by action of SCA's Board of Directors or
  otherwise.
  
       7.6  HSR Act Compliance.  HEALTHSOUTH and SCA shall promptly
  make their respective filings, and shall thereafter use their
  reasonable, good faith efforts to promptly make any required
  submissions, under the HSR Act with respect to the Merger and the
  transactions contemplated hereby.  HEALTHSOUTH and SCA will use
  their respective reasonable, good faith efforts to obtain all other
  permits, authorizations, consents and approvals from third parties
  and governmental authorities necessary to consummate the Merger and
  the transactions contemplated hereby.
  
       7.7  Public Disclosures.  HEALTHSOUTH and SCA will consult
  with each other before issuing any press release or otherwise
  making any public statement with respect to the transactions
  contemplated by this Plan of Merger, and shall not issue any such
  press release or make any such public statement prior to such
  consultation except as may be required by applicable law or
  requirements of the Exchange.  The parties shall issue a joint
  press release, mutually acceptable to HEALTHSOUTH and SCA, promptly
  upon execution and delivery of this Plan of Merger.
  
       7.8  Resignation of SCA Directors.  On or prior to the Closing
  Date, SCA shall deliver to HEALTHSOUTH evidence satisfactory to
  HEALTHSOUTH of the resignation of the Directors of SCA, such
  resignations to be effective on the Closing Date.
  
       7.9  Notice of Subsequent Events.  Each party hereto shall
  notify the other parties of any changes, additions or events which
  would cause any material change in or material addition to any
  Exhibit delivered by the notifying party under this Plan of Merger,
  promptly after the occurrence of the same.  If the effect of such
  change or addition would, individually or in the aggregate with the
  effect of changes or additions previously disclosed pursuant to
  this Section 7.9, constitute a material adverse effect on the
  notifying party, the non-notifying party may, within ten days after
  receipt of such notice, elect to terminate this Plan of Merger.  If
  the non-notifying party does not give written notice of such
  termination within such 10-day period, the non-notifying party
  shall be deemed to have consented to such change or addition and
  shall not be entitled to terminate this Plan of Merger by reason
  thereof.
  
       7.10 No Solicitations.  SCA may, directly or indirectly,
  furnish information and access, in response to unsolicited requests
  therefor, to the same extent permitted by Section 6.1, to any
  corporation, partnership, person or other entity or group, pursuant
  to appropriate confidentiality agreements, and may participate in
  discussions and negotiate with such corporation, partnership,
  person or other entity or group concerning any proposal to acquire
  SCA upon a merger, purchase of assets, purchase of or tender offer
  for shares of SCA Common Stock or similar transaction (an
  "Acquisition Transaction"), if the Board of Directors of SCA
  determines in its good faith judgment in the exercise of its
  fiduciary duties or the exercise of its duties under Rule 14e-2
  under the Exchange Act, after consultation with legal counsel and
  its financial advisors, that such action is appropriate in
  furtherance of the best interest of its stockholders.  Except as
  set forth above, SCA shall not, and will direct each officer,
  director, employee, representative and agent of SCA not to,
  directly or indirectly, encourage, solicit, participate in or
  initiate discussions or negotiations with or provide any
  information to any corporation, partnership, person or other entity
  or group (other than HEALTHSOUTH or an affiliate or associate or
  agent of HEALTHSOUTH) concerning any merger, sale of assets, sale
  of or tender offer for shares of SCA Common Stock or similar
  transactions involving SCA.  SCA shall promptly notify HEALTHSOUTH
  if it shall, on or after the date hereof, have entered into a
  confidentiality agreement with any third party in response to any
  unsolicited request for information and access in connection with
  a possible Acquisition Transaction involving such party, such
  notification to include the identity of such third party.
  
       7.11 Other Actions.   Subject to the provisions of Section
  7.10 hereof, none of SCA, HEALTHSOUTH and the Subsidiary shall
  knowingly or intentionally take any action, or omit to take any
  action, if such action or omission would, or reasonably might be
  expected to, result in any of its representations and warranties
  set forth herein being or becoming untrue in any material respect,
  or in any of the conditions to the Merger set forth in this Plan of
  Merger not being satisfied, or (unless such action is required by
  applicable law) which would materially adversely affect the ability
  of SCA or HEALTHSOUTH to obtain any consents or approvals required
  for the consummation of the Merger without imposition of a
  condition or restriction which would have a material adverse effect
  on the Surviving Corporation or which would otherwise materially
  impair the ability of SCA or HEALTHSOUTH to consummate the Merger
  in accordance with the terms of this Plan of Merger or materially
  delay such consummation.
  
       7.12 Accounting Methods.  Neither HEALTHSOUTH nor SCA shall
  change, in any material respect, its methods of accounting in
  effect at its most recent fiscal year end, except as required by
  changes in generally accepted accounting principles as concurred by
  such parties' independent accountants.
  
       7.13 Pooling and Tax-Free Reorganization Treatment.  Neither
  HEALTHSOUTH nor SCA shall intentionally take or cause to be taken
  any action, whether on or before the Effective Time, which would
  disqualify the Merger as a "pooling of interests" for accounting
  purposes or as a "reorganization" within the meaning of Section
  368(a) of the Internal Revenue Code of 1986, as amended.
  
       7.14 Affiliate and Pooling Agreements.  HEALTHSOUTH and SCA
  will each use their respective reasonable, good faith efforts to
  cause each of their respective Directors and executive officers and
  each of their respective "affiliates" (within the meaning of Rule
  145 under the Securities Act of 1933, as amended) to execute and
  deliver to HEALTHSOUTH as soon as practicable an agreement in the
  form attached hereto as Exhibit 7.14 relating to the disposition of
  shares of SCA Common Stock and shares of HEALTHSOUTH Common Stock
  held by such person and the shares of HEALTHSOUTH Common Stock
  issuable pursuant to this Plan of Merger.
  
       7.15 Cooperation.  (a)  HEALTHSOUTH and SCA shall together, or
  pursuant to an allocation of responsibility agreed to between them,
  (i) cooperate with one another in determining whether any filings
  required to be made or consents required to be obtained in any
  jurisdiction prior to the Effective Time in connection with the
  consummation of the transactions contemplated hereby and cooperate
  in making any such filings promptly and in seeking to obtain timely
  any such consents, (ii) use their respective best efforts to cause
  to be lifted any injunction prohibiting the Merger, or any part
  thereof, or the other transactions contemplated hereby, and (iii)
  furnish to one another and to one another's counsel all such
  information as may be required to effect the foregoing actions.
  
       (b)  Subject to the terms and conditions herein provided, and
  unless this Plan of Merger shall have been validly terminated as
  provided herein, each of HEALTHSOUTH and SCA shall use all
  reasonable efforts (i) to take, or cause to be taken, all actions
  necessary to comply promptly with all legal requirements which may
  be imposed on such party (or any subsidiaries or affiliates of such
  party) with respect to the Plan of Merger and to consummate the
  transactions contemplated hereby, subject to the votes of its
  stockholders described above, and (ii) to obtain (and to cooperate
  with the other party to obtain) any consent, authorization, order
  or approval of, or any exemption by, any governmental entity and/or
  any other public or private third party which is required to be
  obtained or made by such party or any of its subsidiaries or
  affiliates in connection with this Plan of Merger and the
  transactions contemplated hereby  Each of HEALTHSOUTH and SCA will
  promptly cooperate with and furnish information to the other in
  connection with any such burden suffered by, or requirement imposed
  upon, either of them or any of their subsidiaries or affiliates in
  connection with the foregoing.
  
       7.16 SCA Stock Options and Warrants.  (a)  As soon as
  reasonably practicable after the Effective Time of the Merger,
  HEALTHSOUTH shall deliver to the holders of SCA stock options and
  warrants appropriate notices setting forth such holders' rights
  pursuant to any stock option plans under which such SCA stock
  options were issued and any stock option agreements or warrant
  agreements evidencing such options or warrants, which shall
  continue in full force and effect on the same terms and conditions
  (subject to the adjustments required by Sections 2.1(d) or this
  Section 7.16 after giving effect to the Merger and the assumption
  of such options and warrants by HEALTHSOUTH as set forth herein) as
  in effect immediately prior to the Effective Time.  HEALTHSOUTH
  shall comply with the terms of the stock option plans, the stock
  option agreements and the warrant agreements as so adjusted, and
  shall use its reasonable, good faith efforts to ensure, to the
  extent required by, and subject to the provisions of, such plans or
  agreements, that the SCA stock options which qualified as incentive
  stock options prior to the Effective Time shall continue to qualify
  as incentive stock options after the Effective Time.
  
       (b)  HEALTHSOUTH shall take all corporate action necessary to
  reserve for issuance a sufficient number of shares of HEALTHSOUTH
  Common Stock for delivery upon exercise of the SCA stock options
  and warrants assumed by HEALTHSOUTH in accordance with Section
  2.1(d).  As soon as practicable after the Effective Time, HEALTH-
  SOUTH shall  file with the SEC a registration statement on Form S-8
  with respect to shares of HEALTHSOUTH Common Stock subject to such
  SCA stock options and shall use its best efforts to maintain the
  effectiveness of a registration statement or registration
  statements covering such options (and maintain the current status
  of the prospectus or prospectuses contained therein) for so long as
  such SCA stock options remain outstanding.  HEALTHSOUTH shall
  administer the plans assumed pursuant to Section 2.1(d) hereof in
  a manner that complies with Rule 16b-3 promulgated under the
  Exchange Act to the extent the applicable plan complied with such
  rule prior to the Merger.
  
       (c)  Except to the extent otherwise agreed to by the parties,
  all restrictions or limitations on transfer and vesting with
  respect to the SCA stock options awarded under any plan, program,
  or arrangement of SCA or any of its subsidiaries, to the extent
  that such restrictions or limitations shall not have already
  lapsed, shall remain in full force and effect with respect to such
  options after giving effect to the Merger and the assumption by
  HEALTHSOUTH as set forth above.
  
       7.17 Publication of Combined Results.  HEALTHSOUTH agrees that
  within 20 days after the end of the first calendar month following
  at least 30 days after the Effective Time, HEALTHSOUTH shall cause
  publication of the combined results of operations of HEALTHSOUTH
  and SCA.  For purposes of this Section 7.17, the term "publication"
  shall have the meaning provided in SEC Accounting Series Release
  No. 135.
  
       7.18 SCA Employees.  HEALTHSOUTH shall retain all employees of
  SCA who are employed at the Effective Time as employees-at-will
  (except to the extent that such employees are parties to contracts
  providing for other employment terms, in which case such employees
  shall be retained in accordance with the terms of such contracts)
  and shall provide such employees with the same customary employee
  benefits as HEALTHSOUTH provides its existing employees.
  
       7.19 HEALTHSOUTH Board of Directors.  Immediately following
  the Effective Time, HEALTHSOUTH shall cause Joel C. Gordon to be
  appointed to the Board of Directors of HEALTHSOUTH.
  
  Section 8.     Termination, Amendment and Waiver.
  
  
       8.1  Termination.  This Plan of Merger may be terminated at
  any time prior to the Effective Time, whether before or after
  approval of matters presented in connection with the Merger by the
  holders of shares of SCA Common Stock and the holders of HEALTH-
  
  SOUTH Common Stock:
  
            (a)  by mutual written consent of HEALTHSOUTH and
       SCA;
  
            (b)  by either HEALTHSOUTH or SCA:
  
            (i)  if, upon a vote at a duly held meeting
          of stockholders or any adjournment thereof, any
          required approval of the holders of shares of SCA
          Common Stock or the holders of HEALTHSOUTH Common
          Stock shall not have been obtained;
     
            (ii) if the Merger shall not have been
          consummated on or before March 31, 1996, unless
          the failure to consummate the Merger is the result
          of a willful and material breach of this Plan of
          Merger by the party seeking to terminate this Plan
          of Merger; provided, however, that the passage of
          such period shall be tolled for any part thereof
          (but not exceeding 60 days in the aggregate)
          during which any party shall be subject to a
          nonfinal order, decree, ruling or action
          restraining, enjoining or otherwise prohibiting
          the consummation of the Merger or the calling or
          holding of a meeting of stockholders;
     
            (iii)     if any court of competent
          jurisdiction or other governmental entity shall
          have issued an order, decree or ruling or taken
          any other action permanently enjoining,
          restraining or otherwise prohibited the Merger and
          such order, decree, ruling or other action shall
          have become final and nonappealable;
     
            (iv) in the event of a breach by the other
          party of any representation, warranty, covenant or
          other agreement contained in this Plan of Merger
          which (A) would give rise to the failure of a
          condition set forth in Section 9.2(a) or (b) or
          Section 9.3(a) or (b), as applicable, and (B)
          cannot be or has not been cured within 30 days
          after the giving of written notice to the
          breaching party of such breach (a "Material
          Breach") (provided that the terminating party is
          not then in Material Breach of any representation,
          warranty, covenant or other agreement contained in
          this Plan of Merger); or
     
            (v)  if either HEALTHSOUTH or SCA gives
          notice of termination pursuant to Section 7.9;
     
            (c)  By either HEALTHSOUTH or SCA in the event that
       (i) all of the conditions to the obligation of such party
       to effect the Merger set forth in Section 9.1 shall have
       been satisfied and (ii) any condition to the obligation
       of such party to effect the Merger set forth in Section
       9.2 (in the case of HEALTHSOUTH) or Section 9.3 (in the
       case of SCA) is not capable of being satisfied prior to
       the end of the period referred to in Section 8.1(b)(ii);
  
            (d)  By SCA, if SCA's Board of Directors shall have
       (i) determined, in the exercise of its fiduciary duties
       under applicable law, not to recommend the Merger to the
       holders of SCA Common Stock or shall have withdrawn such
       recommendation or (ii) approved, recommended or endorsed
       any Acquisition Transaction (as defined in Section 7.10)
       other than this Plan of Merger or (iii) resolved to do
       any of the foregoing; 
  
            (e)  By either HEALTHSOUTH or SCA, if the condition
       set forth in Section 9.1(g)(i) is not satisfied by
       October 31, 1995; or
  
            (f)  Subject to the provisions of Section 8.7 below,
       by SCA, if the Base Period Trading Price shall be less
       than $20.00.
  
       8.2  Effect of Termination.  In the event of termination of
  this Plan of Merger as provided in Section 8.1, this Plan of Merger
  shall forthwith become void and have no effect, without any
  liability or obligation on the part of any party, other than the
  provisions of Sections 6.2, 8.2 and 8.6, and except to the extent
  that such termination results from the willful and material breach
  by a party of any of its representations, warranties, covenants or
  other agreements set forth in this Plan of Merger.
  
       8.3  Amendment.  This Plan of Merger may be amended by the
  parties at any time before or after any required approval of
  matters presented in connection with the Merger by the holders of
  SCA Shares or holders of HEALTHSOUTH Common Stock; provided,
  however, that after any such approval, there shall be made no
  amendment that pursuant to Section 251(d) of the DGCL requires
  further approval by such stockholders without the further approval
  of such stockholders.  This Plan of Merger may not be amended
  except by an instrument in writing signed on behalf of each of the
  parties.
  
       8.4  Extension; Waiver.  At any time prior to the Effective
  Time of the Merger, the parties may (a) extend the time for the
  performance of any of the obligations or other acts of the other
  parties, (b) waive any inaccuracies in the representations and
  warranties contained in this Plan of Merger or in any document
  delivered pursuant to this Plan of Merger or (c) subject to the
  proviso of Section 8.3, waive compliance with any of the agreements
  or conditions contained in this Plan of Merger.  Any agreement on
  the part of a party to any such extension or waiver shall be valid
  only if set forth in an instrument in writing signed on behalf of
  such party.  The failure of any party to this Plan of Merger to
  assert any of its rights under this Plan of Merger or otherwise
  shall not constitute a waiver of such rights, except as otherwise
  provided in Section 7.9.
  
       8.5  Procedure for Termination, Amendment, Extension or
  Waiver.  A termination of this Plan of Merger pursuant to Section
  8.1, an amendment of this Plan of Merger pursuant to Section 8.3,
  or an extension or waiver pursuant to Section 8.4 shall, in order
  to be effective, require in the case of HEALTHSOUTH, the Subsidiary
  or SCA, action by its Board of Directors or the duly authorized
  designee of the Board of Directors.
  
       8.6  Expenses; Break-up Fees.  (a)  All costs and expenses
  incurred in connection with this Plan of Merger and the
  transactions contemplated hereby shall be paid by the party
  incurring such expense, except that expenses (other than legal,
  accounting and investment banking costs, which shall be paid by the
  party incurring such expenses) incurred in connection with
  preparing, filing, printing and mailing the Proxy Statement and the
  Registration Statement shall be shared equally by SCA and
  HEALTHSOUTH.
  
       (b)  (i)  If this Plan of Merger is terminated by SCA pursuant
  to Section 8.1(d), and within one year after the effective date of
  such termination SCA is the subject of a Third Party Acquisition
  Event with any Person (as defined in Sections 3(a)(9) and 13(d)(3)
  of the Exchange Act) (other than a party hereto), then at the time
  of consummation of such a Third Party Acquisition Event, SCA shall
  pay to HEALTHSOUTH a break-up fee of 3.25% of the aggregate Merger
  Consideration (determined as it would have been calculated on the
  effective date of termination of this Plan of Merger, substituting
  the effective date of such termination for the Closing Date in
  calculating the Base Period Trading Price) in immediately available
  funds, which fee represents the parties' best estimates of the out-
  of-pocket costs incurred by HEALTHSOUTH and the value of management
  time, overhead, opportunity costs and other unallocated costs of
  HEALTHSOUTH incurred by or on behalf of HEALTHSOUTH in connection
  with this Plan of Merger.  SCA shall not enter into any agreement
  with respect to any Third Party Acquisition Event which does not,
  as a condition precedent to the consummation of such Third Party
  Acquisition Event, require such break-up fee to be paid to
  HEALTHSOUTH upon such consummation.
  
            (ii) As used herein, the term "Third Party Acquisition
  Event" shall mean either of the following:
  
            (A)  SCA shall consummate any Acquisition
       Transaction (as defined in Section 7.10); or
       
            (B)  any Person (other than a party hereto or its
       affiliates) shall have acquired beneficial ownership (as
       such term is defined in Rule 13d-3 under the Exchange
       Act) or the right to acquire beneficial ownership of, or
       a new group has been formed which beneficially owns or
       has the right to acquire beneficial ownership of, 30% or
       more of the outstanding SCA Common Stock.
  
       (c)  SCA acknowledges that the provisions for the payment of
  break-up fees and allocation of expenses contained in this Section
  8.6 are an integral part of the transactions contemplated by this
  Plan of Merger and that, without these provisions, HEALTHSOUTH
  would not have entered into this Plan of Merger.  Accordingly, if
  a break-up fee shall become due and payable by SCA, and SCA shall
  fail to pay such amount when due pursuant to this Section, and, in
  order to obtain such payment, suit is commenced which results in a
  judgment against SCA therefor, SCA shall pay HEALTHSOUTH reasonable
  costs and expenses (including reasonable attorneys' fees) in
  connection with such suit, together with interest computed on any
  amounts determined to be due pursuant to this Section (computed
  from the date upon which such amounts were due and payable pursuant
  to this Section) and such costs (computed from the date incurred)
  at the prime rate of interest announced from time to time by
  NationsBank, N.A. (Carolinas).  The obligations of SCA under this
  Section 8.6 shall survive any termination of this Plan of Merger.
  
       8.7  Certain Rights of HEALTHSOUTH.  If SCA proposes to
  terminate this Plan of Merger pursuant to Section 8.1(f) hereof,
  SCA shall first notify HEALTHSOUTH in writing of its intent to so
  terminate this Plan of Merger.  HEALTHSOUTH shall then have not
  less than 48 hours (the exact deadline to be set by SCA) from the
  time of receipt of written notice by SCA to submit a final and best
  offer (a "Final Offer") for a change in the Merger Consideration. 
  If such Final Offer is accepted by SCA (as determined by SCA' Board
  of Directors after consulting with its legal counsel and financial
  advisers), SCA, the Subsidiary and HEALTHSOUTH shall amend this
  Plan of Merger to reflect such Final Offer and shall make any
  appropriate amendments to the Registration Statement and the Proxy
  Statement.  
  Section 9.  Conditions to Closing.
  
       9.1  Mutual Conditions.  The respective obligations of each
  party to effect the Merger shall be subject to the satisfaction, at
  or prior to the Closing Date of the following conditions (any of
  which may be waived in writing by HEALTHSOUTH and SCA):
  
            (a)  None of HEALTHSOUTH, the Subsidiary or SCA nor
       any of their respective subsidiaries shall be subject to
       any order, decree or injunction by a court of competent
       jurisdiction which (i) prevents or materially delays the
       consummation of the Merger or (ii) would impose any
       material limitation on the ability of HEALTHSOUTH
       effectively to exercise full rights of ownership of the
       Common Stock of the Surviving Corporation or any material
       portion of the assets or business of SCA, the SCA
       Subsidiaries and the SCA Partnerships, taken as a whole.
  
            (b)  No statute, rule or regulation shall have been
       enacted by the government (or any governmental agency) of
       the United States or any state, municipality or other
       political subdivision thereof that makes the consummation
       of the Merger and any other transaction contemplated
       hereby illegal.
  
            (c)  Any waiting period (and any extension thereof)
       applicable to the consummation of the Merger under the
       HSR Act shall have expired or been terminated.
  
            (d)  The Registration Statement shall have been
       declared effective and no stop order with respect to the
       Registration Statement shall be in effect.
  
            (e)  The holders of HEALTHSOUTH Common Stock and the
       holders of SCA Shares shall have approved the adoption of
       this Plan of Merger and any other matters submitted to
       them in accordance with the provisions of Section 7.3
       hereof.
  
            (f)  The shares of HEALTHSOUTH Common Stock to be
       issued in connection with the Merger shall have been
       approved for listing on the Exchange and shall have been
       issued pursuant to an effective registration statement
       (which is subject to no stop order).
  
            (g)  The Merger shall qualify for "pooling of
       interests" accounting treatment, and HEALTHSOUTH and SCA
       shall each have received letters to that effect from
       Ernst & Young, LLP, independent accountants for
       HEALTHSOUTH, dated (i) not later than October 31, 1995,
       (ii) the date of the mailing of the Proxy Statement and
       (iii) the Closing Date.
  
            (h)  HEALTHSOUTH and the Subsidiary shall have
       obtained, or obtained the transfer of, any licenses,
       certificates of need and other regulatory approvals
       necessary to allow the Surviving Corporation to operate
       the SCA facilities, unless the failure to obtain such
       transfer or approval would not have a material adverse
       effect on the Surviving Corporation.  
  
            (i)  HEALTHSOUTH and the Subsidiary shall have
       received all consents, approvals and authorizations of
       third parties with respect to all material leases and
       management agreements to which the SCA Subsidiaries and
       the SCA Other Entities are parties, which consents,
       approvals and authorizations are required of such third
       parties by such documents, in form and substance
       acceptable to HEALTHSOUTH, except where the failure to
       obtain such consent, approval or authorization would not
       have a material effect on the business of the Surviving
       Corporation.
  
       9.2  Conditions to Obligations of HEALTHSOUTH and the
  Subsidiary.  The obligations of HEALTHSOUTH and the Subsidiary to
  consummate the Merger and the other transactions contemplated
  hereby shall be subject to the satisfaction, at or prior to the
  Closing Date, of the following conditions (any of which may be
  waived by HEALTHSOUTH and the Subsidiary):
  
            (a)  Each of the agreements of SCA to be performed
       at or prior to the Closing Date pursuant to the terms
       hereof shall have been duly performed in all material
       respects, and SCA shall have performed, in all material
       respects, all of the acts required to be performed by it
       at or prior to the Closing Date by the terms hereof.
  
            (b)  The representations and warranties of SCA set
       forth in Section 3.11(a) shall be true and correct as of
       the date of this Plan of Merger and as of the Closing
       Date.  The representations and warranties of SCA set
       forth in this Plan of Merger that are qualified as to
       materiality shall be true and correct, and those that are
       not so qualified shall be true and correct in all
       material respects, as of the date of this Plan of Merger
       and as of the Closing as though made at and as of such
       time, except to the extent such representations and
       warranties expressly relate to an earlier date (in which
       case such representations and warranties that are
       qualified as to materiality shall be true and correct,
       and those that are not so qualified shall be true and
       correct in all material respects, as of such earlier
       date); provided, however, that SCA shall not be deemed to
       be in breach of any such representations or warranties by
       taking any action permitted (or approved by HEALTHSOUTH)
       under Section 7.2.   HEALTHSOUTH and the Subsidiary shall
       have been furnished with a certificate, executed by a
       duly authorized officer of SCA, dated the Closing Date,
       certifying in such detail as HEALTHSOUTH and the
       Subsidiary may reasonably request as to the fulfillment
       of the foregoing conditions.
  
            (c)  HEALTHSOUTH shall have received an opinion from
       Haskell Slaughter Young & Johnston, Professional
       Association, to the effect that the merger will
       constitute a reorganization within the meaning of Section
       368(a) of the Internal Revenue Code of 1986, as amended,
       which opinion may be based upon reasonable
       representations of fact provided by officers of HEALTH-
       SOUTH, SCA and the Subsidiary.
  
            (d)  HEALTHSOUTH shall have received an opinion from
       Waller Lansden Dortch & Davis substantially to the effect
       set forth in Exhibit 9.2(d) hereto.
  
            (e)  The Proxies dated of even date herewith
       executed by those persons identified on Exhibit 9.1(e) 
       in favor of HEALTHSOUTH shall be and remain in full force
       and effect.
  
       9.3  Conditions to Obligations of SCA.  The obligations of SCA
  to consummate the Merger and the other transactions contemplated
  hereby shall be subject to the satisfaction, at or prior to the
  Closing Date, of the following conditions (any of which may be
  waived by SCA):
  
            (a)  Each of the agreements of HEALTHSOUTH and the
       Subsidiary to be performed at or prior to the Closing
       Date pursuant to the terms hereof shall have been duly
       performed, in all material respects, and HEALTHSOUTH and
       the Subsidiary shall have performed, in all material
       respects, all of the acts required to be performed by
       them at or prior to the Closing Date by the terms hereof.
  
            (b)  The representations and warranties of
       HEALTHSOUTH set forth in Section 5.12(i) shall be true
       and correct as of the date of this Plan of Merger and as
       of the Closing Date.  The representations and warranties
       of HEALTHSOUTH set forth in this Plan of Merger that are
       qualified as to materiality shall be true and correct,
       and those that are not so qualified shall be true and
       correct in all material respects, as of the date of this
       Plan of Merger and as of the Closing as though made at
       and as of such time, except to the extent such
       representations and warranties expressly relate to an
       earlier date (in which case such representations and
       warranties that are qualified as to materiality shall be
       true and correct, and those that are not so qualified
       shall be true and correct in all material respects, as of
       such earlier date).   SCA shall have been furnished with
       a certificate, executed by duly authorized officers of
       HEALTHSOUTH and the Subsidiary, dated the Closing Date,
       certifying in such detail as SCA may reasonably request
       as to the fulfillment of the foregoing conditions.
  
            (c)  SCA shall have received an opinion from
       Skadden, Arps, Slate, Meagher & Flom to the effect that
       the Merger will constitute a reorganization with the
       meaning of Section 368(a) of the Internal Revenue Code of
       1986, as amended, which opinion may be based upon
       reasonable representations of fact provided by officers
       of HEALTHSOUTH, SCA and the Subsidiary.
  
            (d)  SCA shall have received an opinion from Haskell
       Slaughter Young & Johnston, Professional Association,
       substantially to the effect set forth in Exhibit 9.3(d)
       hereto.
  
  Section 10.     Miscellaneous.
  
       10.1 Nonsurvival of Representations and Warranties.  None of
  the representations and warranties in this Plan of Merger or in any
  instrument delivered pursuant to this Plan of Merger shall survive
  the Effective Time.
  
       10.2 Notices.  Any communications required or desired to be
  given hereunder shall be deemed to have been properly given if sent
  by hand delivery or by facsimile and overnight courier to the
  parties hereto at the following addresses, or at such other address
  as either party may advise the other in writing from time to time:
  
            If to HEALTHSOUTH:
  
                 HEALTHSOUTH Corporation
                 Two Perimeter Park South
                 Birmingham, Alabama  35243
                 Attention:  Michael D. Martin
                 Facsimile:  (205) 969-4719
  
            with a copy to:
  
                 William W. Horton, Esq.
                 HEALTHSOUTH Corporation
                 Two Perimeter Park South
                 Birmingham, Alabama  35243
                 Facsimile:  (205) 969-4732
  
                 and
  
                 J. Brooke Johnston, Jr., Esq.
                 Haskell Slaughter Young & Johnston, 
                   Professional Association
                 1200 AmSouth/Harbert Plaza
                 1901 Sixth Avenue North
                 Birmingham, Alabama  35203
                 Facsimile:  (205) 324-1133
  
            If to SCA:
            
                 Surgical Care Affiliates, Inc.
                 102 Woodmont Boulevard
                 Suite 610
                 Nashville, Tennessee 37205
                 Attention:  Tarpley B. Jones
                 Facsimile:  (615) 298-5641
  
            with a copy to:
  
                 Skadden, Arps, Slate, Meagher & Flom
                 919 Third Avenue
                 New York, New York 10022
                 Attention:  Alan C. Myers, Esq.
                 Facsimile:  (212) 735-3609
  
                 and
  
                 Waller Lansden Dortch & Davis
                 Nashville City Center
                 511 Union Street
                 Suite 2100
                 Nashville, Tennessee 37219-1760
                 Attention:  J. Reginald Hill, Esq.
                 Facsimile:  (615) 244-6804
  
  All such communications shall be deemed to have been delivered on
  the date of hand delivery or on the next business day following the
  deposit of such communications with the overnight courier.
  
       10.3 Further Assurances.  Each party hereby agrees to perform
  any further acts and to execute and deliver any documents which may
  be reasonably necessary to carry out the provisions of this Plan of
  Merger.
  
       10.4 Indemnification.  (a)  SCA shall, and from and after the
  Effective Time HEALTHSOUTH and the Surviving Corporation shall,
  indemnify, defend and hold harmless each person who is now, or has
  been at any time prior to the date of this Plan of Merger or who
  becomes prior to the Effective Time, an officer, director or
  employee of SCA or any of its subsidiaries (the "Indemnified
  Parties") against (i) all losses, claims, damages, costs, expenses,
  liabilities or judgments, or amounts that are paid in settlement
  with the approval of the indemnifying party (which approval shall
  not be unreasonably withheld) of, or in connection with, any claim,
  action, suit, proceeding or investigation based in whole or in part
  on or arising in whole or in part out of the fact that such person
  is or was a director, officer or employee of SCA or any of its
  subsidiaries, whether pertaining to any matter existing or
  occurring at or prior to, or at or after, the Effective Time
  ("Indemnified Liabilities") and (ii) all Indemnified Liabilities
  based in whole or in part on, or arising in whole or in part out
  of, or pertaining to this Plan of Merger, the Merger or any other
  transactions contemplated hereby or thereby, in each case to the
  full extent a corporation is permitted under the DGCL to indemnify
  its own directors, officers and employees, as the case may be (and
  HEALTHSOUTH and the Surviving Corporation, as the case may be, will
  pay expenses in advance of the final disposition of any such action
  or proceeding to each Indemnified Party to the full extent
  permitted by law upon receipt of any undertaking contemplated by
  Section 145(e) of the DGCL).  Without limiting the foregoing, in
  the event any such claim, action, suit, proceeding or investigation
  is brought against any Indemnified Party (whether arising before or
  after the Effective Time), (i) the Indemnified Parties may retain
  counsel satisfactory to them and SCA (or them and HEALTHSOUTH and
  the Surviving Corporation after the Effective Time), (ii) SCA (or
  after the Effective Time, HEALTHSOUTH and the Surviving
  Corporation) shall pay all reasonable fees and expenses of such
  counsel for the Indemnified Parties promptly as statements therefor
  are received and (iii) SCA (or after the Effective Time,
  HEALTHSOUTH and the Surviving Corporation) will use all reasonable
  efforts to assist in the vigorous defense of any such matter,
  provided that none of SCA, HEALTHSOUTH or the Surviving Corporation
  shall be liable for any settlement of any claim effected without
  its written consent, which consent, however, shall not be
  unreasonably withheld.  Any Indemnified Party wishing to claim
  indemnification under this Section 10.4, upon learning of any such
  claim, action, suit, proceeding or investigation, shall notify SCA,
  HEALTHSOUTH or the Surviving Corporation (but the failure so to
  notify an Indemnifying Party shall nor relieve it from any
  liability which it may have under this Section 10.4 except to the
  extent such failure prejudices such party), and shall deliver to
  SCA (or after the Effective Time, HEALTHSOUTH and the Surviving
  Corporation) the undertaking contemplated by Section 145(e) of the
  DGCL.  The Indemnified Parties as a group may retain only one law
  firm to represent them with respect to such matter unless there is,
  under applicable standards of professional conduct, a conflict on
  any significant issue between the positions of any two or more
  Indemnified Parties.
  
       (b)  For a period of three years after the Effective Time,
  HEALTHSOUTH shall cause to be maintained in effect the current
  policies of directors' and officers' liability insurance maintained
  by SCA (provided that HEALTHSOUTH may substitute therefor policies
  of at least the same coverage and amounts containing terms and
  conditions which are no less advantageous) with respect to claims
  arising from facts or events which occurred at or prior to the
  Effective Time, to the extent such liability insurance can be
  maintained at an annual cost not greater than 150% of SCA' 1995
  annual premium for its directors' and officers' liability
  insurance; provided, however, that if HEALTHSOUTH in unable to
  maintain or obtain the insurance called for by this Section 10.4(b)
  at such annual cost, HEALTHSOUTH shall obtain as much comparable
  insurance as is available at such annual cost.
  
       (c)  The provisions of this Section 10.4 are intended to be
  for the benefit of, and shall be enforceable by, each Indemnified
  Party and his or her heirs and representatives.
  
  
       10.5 Governing Law.  This Plan of Merger shall be interpreted,
  construed and enforced in accordance with the laws of the State of
  Delaware, applied without giving effect to any conflicts-of-law
  principles.
  
       10.6 "Including".  The word "including", when following any
  general statement, term or matter, shall not be construed to limit
  such statement, term or matter to the specific terms or matters as
  provided immediately following the word "including" or to similar
  items or matters, whether or not non-limiting language (such as
  "without limitation", "but not limited to", or words of similar
  import) is used with reference to the word "including" or the
  similar items or matters, but rather shall be deemed to refer to
  all other items or matters that could reasonably fall within the
  broadest possible scope of the general statement, term or matter.
  
       10.7 "Knowledge".  "To the knowledge", "to the best knowledge,
  information and belief", or any similar phrase shall be deemed to
  refer to the knowledge of the Chairman of the Board, Chief
  Executive Officer or Chief Financial Officer of a party and to
  include the assurance that such knowledge is based upon a
  reasonable investigation, unless otherwise expressly provided.
  
       10.8 "Material adverse change" or "material adverse effect". 
  "Material adverse change" or "material adverse effect" means, when
  used in connection with SCA or HEALTHSOUTH, any change, effect,
  event or occurrence that has, or is reasonably likely to have,
  individually or in the aggregate, a material adverse impact on the
  business or financial position of such party and its subsidiaries
  taken as a whole; provided, however, that "material adverse change"
  and "material adverse effect" shall be deemed to exclude the impact
  of (i) changes in generally accepted accounting principles and (ii)
  any changes resulting from any restructuring or other similar
  charges or write-offs taken by SCA with the consent of HEALTHSOUTH;
  provided, however, that no such changes or write-offs will be taken
  if such would adversely affect pooling-of-interests accounting
  treatment for the Merger.  
  
       10.9 "Hazardous Materials".  The term "Hazardous Materials"
  means any material which has been determined by any applicable
  governmental authority to be harmful to the health or safety of
  human or animal life or vegetation, regardless of whether such
  material is found on or below the surface of the ground, in any
  surface or underground water, airborne in ambient air or in the air
  inside any structure built or located upon or below the surface of
  the ground or in building materials or in improvements of any
  structures, or in any personal property located or used in any such
  structure, including, but not limited to, all hazardous substances,
  imminently hazardous substances, hazardous wastes, toxic
  substances, infectious wastes, pollutants and contaminants from
  time to time defined, listed, identified, designated or classified
  as such under any Environmental Laws (as defined in Section 10.10)
  regardless of the quantity of any such material.
  
       10.10     Environmental Laws.  The term "Environmental Laws"
  means any federal, state or local statute, regulation, rule or
  ordinance, and any judicial or administrative interpretation
  thereof, regulating the use, generation, handling, storage,
  transportation, discharge, emission, spillage or other release of
  Hazardous Materials or relating to the protection of the
  environment.
  
       10.11     Taxes.   For purposes of this Agreement, the term
  "tax" or "taxes" shall mean all taxes, charges, fees, levies,
  penalties or other assessment imposed by any United States federal,
  state, local or foreign taxing authority, including, but not
  limited to, income, excise, property, sales, transfer, franchise,
  payroll, withholding, Social Security or other taxes, including any
  interest, penalties or additions attributable thereto.  For
  purposes of this Agreement, the term "tax return" shall mean any
  return, report, information return or other document (including any
  related or supporting information) with respect to taxes.
  
       10.12     Captions.  The captions or headings in this Plan of
  Merger are made for  convenience and general reference only and
  shall not be construed to describe, define or limit the scope or
  intent of the provisions of this Plan of Merger.
  
       10.13     Integration of Exhibits.  All Exhibits attached to
  this Plan of Merger are integral parts of this Plan of Merger as if
  fully set forth herein, and all statements appearing therein shall
  be deemed disclosed for all purposes and not only in connection
  with the specific representation in which they are explicitly
  referenced.
  
       10.14     Entire Agreement.  This instrument, including all
  Exhibits attached hereto, together with the Confidentiality
  Agreement, contains the entire agreement of the parties and
  supersedes any and all prior or contemporaneous agreements between
  the parties, written or oral, with respect to the transactions con-
  
  templated hereby.  It may not be changed or terminated orally, but
  may only be changed by an agreement in writing signed by the party
  or parties against whom enforcement of any waiver, change,
  modification, extension, discharge or termination is sought.
  
       10.15     Counterparts.  This Plan of Merger may be executed
  in several counterparts, each of which, when so executed, shall be
  deemed to be an original, and such counterparts shall, together,
  constitute and be one and the same instrument.
  
       10.16     Binding Effect.  This Plan of Merger shall be
  binding on, and shall inure to the benefit of, the parties hereto,
  and their respective successors and assigns, and, except as
  provided in Section 10.4, no other person shall acquire or have any
  right under or by virtue of this Plan of Merger.  No party may
  assign any right or obligation hereunder without the prior written
  consent of the other parties.
  
       10.17     No Rule of Construction.  The parties acknowledge
  that this Plan of Merger was initially prepared by HEALTHSOUTH, and
  that all parties have read and negotiated the language used in this
  Plan of Merger.  The parties agree that, because all parties
  participated in negotiating and drafting this Plan of Merger, no
  rule of construction shall apply to this Plan of Merger which
  construes ambiguous language in favor of or against any party by
  reason of that party's role in drafting this Plan of Merger.
  
       IN WITNESS WHEREOF, HEALTHSOUTH, the Subsidiary and SCA have
  caused this Plan and Agreement of Merger to be executed by their
  respective duly authorized officers, and have caused their
  respective corporate seals to be hereunto affixed, all as of the
  day and year first above written.
  
                               SURGICAL CARE AFFILIATES, INC.
  
  
                               By /s/ Joel C. Gordon
                               Joel C. Gordon
                               Chairman and Chief Executive Officer
                                 
  
  ATTEST:
  
  
  /s/ Tarpley B. Jones
  Tarpley B. Jones
  Secretary
  
  
  [ CORPORATE SEAL ]
  
  
                               HEALTHSOUTH Corporation
  
  
                               By /s/ Richard M. Scrushy
                               Richard M. Scrushy
                               Chairman of the Board and
                               Chief Executive Officer
  
  ATTEST:
  
  
  /s/ Anthony J. Tanner
  Anthony J. Tanner
  Secretary
  
  
  [ CORPORATE SEAL ]
  
  
                               CATS ACQUISITION CORPORATION
      
  
                               By /s/ Richard M. Scrushy 
                               Richard M. Scrushy
                               President
  
  ATTEST:
  
  
  /s/ Anthony J. Tanner  
  Anthony J. Tanner
  Secretary
  
  
  [ CORPORATE SEAL ]
  
  
  
  EXHIBIT 20
  
  
                        SURGICAL CARE AFFILIATES, INC.
                                   ANNOUNCES
                      MERGER WITH HEALTHSOUTH CORPORATION
  
  
  NASHVILLE, TENNESSEE.  October 10, 1995.  Joel C. Gordon, Chairman and Chief 
  Executive Officer of Surgical Care Affiliates, Inc., announced today that 
  SCA has signed a definitive agreement with HEALTHSOUTH Corporation providing 
  for SCA to be acquired by HEALTHSOUTH in a stock-for-stock exchange valued at
  approximately $1.2 billion.  HEALTHSOUTH, based in Birmingham, Alabama, is 
  the nation's largest provider of rehabilitation services and operates a group 
  of 575 outpatient and inpatient health care facilities, including 54 
  outpatient surgery centers in 42 states.
  
  Under the terms of the merger agreement, each share of SCA will be exchanged 
  for 1.22 shares of HEALTHSOUTH.  If  HEALTHSOUTH's stock price during a 20 
  trading day period ending 2 trading days prior to closing rises above $28 or 
  declines to below $22, the exchange ratio is subject to adjustment.  SCA 
  currently has approximately 39 million shares outstanding.  The total value of
  the transaction, based upon yesterday's closing price of HEALTHSOUTH shares 
  is approximately $1.2 billion.  The transaction will be accounted for as a 
  pooling of interests and is expected to be tax-free to SCA shareholders.
  
  Gordon stated,  "The combination of HEALTHSOUTH and SCA will create  the 
  largest and most dynamic outpatient health care service company in America.  
  Both companies are leaders in providing efficient, low cost outpatient health
  care.  The combination will create tremendous opportunities  to offer 
  integrated surgery and rehabilitation services, as well as diagnostic services
  to managed care companies and other payors across the country."  Gordon 
  further stated, "I am pleased with the opportunity to integrate  HEALTHSOUTH's
  54 surgery centers and SCA's 67 surgery centers,
  creating the largest number of outpatient surgery centers operated by one 
  company in the country.  I am extremely pleased that the headquarters for the 
  surgery center division will be in Nashville, Tennessee.   SCA expects to add
  to its staff, and additional employees will be relocated to Nashville from 
  other locations."  At the closing of the transaction, Gordon will be appointed
  to HEALTHSOUTH's Board of Directors. 
  
  Richard M. Scrushy, HEALTHSOUTH's Chairman of the Board and Chief Executive 
  Officer, said, "With this transaction, HEALTHSOUTH has established itself as 
  the leading provider of outpatient health care services in the United States
  with almost 600 locations in 42 states.  SCA has always been recognized as 
  having quality facilities and adding HEALTHSOUTH's rehabilitation facilities 
  to our network and eliminating duplicative costs will enable the combined
  network of facilities to offer managed care, insurance companies and other 
  payors a more cost-effective and efficient integrated system of health care 
  delivery.  We expect this transaction to be accretive to 1996 earnings per 
  share." 
  
  The merger has been approved  by the Boards of Directors of both companies. 
  The transaction is subject to certain regulatory and government approvals, 
  including expiration of the Hart-Scott-Rodino waiting period, the approval 
  of the stockholders of both companies, and the receipt of certain consents.  
  The transaction is expected to close in the first quarter of 1996.
  
  Surgical Care is the largest independent operator of outpatient surgery 
  centers with 67 facilities in 24 states.  HEALTHSOUTH operates a network of 
  53 surgery centers, 400 outpatient rehabilitation facilities and 77 inpatient
  rehabilitation facilities.  Both companies are listed on the New York Stock 
  Exchange,  Surgical Care Affiliates under the symbol SCA and HEALTHSOUTH under
  the symbol HRC.
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text: 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):     October 9, 1995
  
                          Surgical Care Affiliates, Inc.           
            (Exact Name of Registrant as Specified in its Charter)
  
      Delaware                0-13364                62-1149229    
  
  (State or Other          (Commission              (I.R.S Employer
  Jurisdiction of          File Number)            Identification No.)
  Incorporation)
  
  102 Woodmont Boulevard, Suite 610
          Nashville, Tennessee                     37205
  
          (Address of Principal                 (Zip Code)
            Executive Offices)
  
  Registrant's Telephone Number,
  Including Area Code:                       (615) 385-3541
                                             
  
  Item 5.  OTHER EVENTS
  
           On October 9, 1995, Surgical Care Affiliates, Inc., a
  Delaware corporation (the "Company"), entered into a Plan and
  Agreement of Merger with HEALTHSOUTH Corporation, a Delaware
  corporation ("HEALTHSOUTH"), and Cats Acquisition Corporation ("HS
  Sub"), pursuant to which HS Sub will be merged into the Company,
  with the Company to be the surviving corporation.  
  
           The Plan and Agreement of Merger attached hereto as
  Exhibit 2, and the press releases describing the transaction
  attached hereto as Exhibit 20, are incorporated herein by
  reference.
  
  Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
           (c)  Exhibits
  
                2.   Plan and Agreement of Merger dated October 9,
                     1995 among HEALTHSOUTH Corporation, Cats
                     Acquisition Corporation and Surgical Care
                     Affiliates, Inc.
  
                20.  Form of press releases issued by Surgical Care
                     Affiliates, Inc. in connection with the above-
                     referenced transaction.
                                  
                                  
  
                                  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.
  
                               SURGICAL CARE AFFILIATES, INC.
                     
  
  Dated:  October 16, 1995          By:/s/Joel C. Gordon
                                    Joel C. Gordon
                                    Chairman and Chief Executive    
                                     Officer
  
  EXHIBIT 2
  
                         PLAN AND AGREEMENT OF MERGER
  
       PLAN AND AGREEMENT OF MERGER (the "Plan of Merger"), made and
  entered into as of the 9th day of October, 1995, by and among
  HEALTHSOUTH Corporation, a Delaware corporation ("HEALTHSOUTH"),
  CATS ACQUISITION CORPORATION, a Delaware corporation (the
  "Subsidiary"), and SURGICAL CARE AFFILIATES, INC., a Delaware
  corporation ("SCA") (the Subsidiary and SCA being sometimes
  collectively referred to herein as the "Constituent Corporations").
  
                             W I T N E S S E T H:
  
       WHEREAS, the respective Boards of Directors of HEALTHSOUTH,
  the Subsidiary and SCA have approved the merger of the Subsidiary
  with and into SCA (the "Merger"), upon the terms and conditions set
  forth in this Plan of Merger, whereby all shares of Common Stock,
  par value $.25 per share, of SCA (the "SCA Common Stock"), not
  owned directly or indirectly by SCA, will be converted into the
  right to receive the Merger Consideration (as hereinafter defined);
  
       WHEREAS, each of HEALTHSOUTH, the Subsidiary and SCA desires
  to make certain representations, warranties, covenants and
  agreements in connection with the Merger and also to prescribe
  various conditions to the Merger;
  
       WHEREAS, for federal income tax purposes, it is intended that
  the Merger shall qualify as a reorganization under the provisions
  of Section 368 of the Internal Revenue Code of 1986, as amended;
  and
  
       WHEREAS, for accounting purposes, it is intended that the
  Merger shall be accounted for as a "pooling of interests".
  
       NOW, THEREFORE, in consideration of the premises, and the
  mutual covenants and agreements contained herein, the parties
  hereto do hereby agree as follows:
  
  Section 1.     The Merger.
  
       1.1  The Merger.  Upon the terms and conditions set forth in
  this Plan of Merger, and in accordance with the Delaware General
  Corporation Law (the "DGCL"), the Subsidiary shall be merged with
  and into SCA at the Effective Time (as defined in Section 1.3). 
  Following the Effective Time, the separate corporate existence of
  the Subsidiary shall cease and SCA shall continue as the surviving
  corporation (the "Surviving Corporation") under the name "SCA,
  Inc." and shall succeed to and assume all the rights and
  obligations of the Subsidiary and SCA in accordance with the DGCL.
  
       1.2  The Closing.  The closing of the Merger (the "Closing")
  will take place at 10:00 a.m. Central Time on a date to be
  specified by the parties (the "Closing Date"), which (subject to
  satisfaction or waiver of the conditions set forth in Sections 9.2
  and 9.3) shall be no later than the second business day after
  satisfaction or waiver of the conditions set forth in Section 9.1
  (other than Section 9.1(a)), at the offices of Haskell Slaughter
  Young & Johnston, Professional Association, Birmingham, Alabama,
  unless another date or place is agreed to in writing by the parties
  hereto.
  
       1.3  Effective Time.  Subject to the provisions of this Plan
  of Merger, the parties shall file a certificate of merger (the
  "Certificate of Merger") executed in accordance with the relevant
  provisions of the DGCL and shall make all other filings or
  recordings required under the DGCL as soon as practicable on or
  after the Closing Date.  The Merger shall become effective at such
  time as the Certificate of Merger is duly filed with the Delaware
  Secretary of State, or at such other time as the Subsidiary and SCA
  shall agree should be specified in the Certificate of Merger (the
  "Effective Time").
  
       1.4  Effect of the Merger.  The Merger shall have the effects
  set forth in Section 259 of the DGCL.
  
  Section 2.     Effect of the Merger on the Capital Stock of the
                 Constituent Corporations; Exchange of Certificates.
  
       2.1  Effect on Capital Stock.  As of the Effective Time, by
  virtue of the Merger and without any action on the part of any
  holder of shares of SCA Common Stock or any shares of capital stock
  of the Subsidiary:
  
       (a)  Subsidiary Common Stock.  Each share of capital stock of
  the Subsidiary issued and outstanding immediately prior to the
  Effective Time shall be converted into one fully paid and
  nonassessable share of common stock of the Surviving Corporation.
  
       (b)  Cancellation of Treasury Stock.  Each share of SCA Common
  Stock that is owned by SCA or by any subsidiary of SCA shall
  automatically be canceled and retired and shall cease to exist, and
  none of the Common Stock, par value $.01 per share, of HEALTHSOUTH
  ("HEALTHSOUTH Common Stock"), cash or other consideration shall be
  delivered in exchange therefor.
  
       (c)  Conversion of SCA Shares.  Subject to Section 2.2(d),
  each issued and outstanding share of SCA Common Stock (other than
  shares to be canceled in accordance with Section 2.1(b))
  (collectively, the "Exchanging SCA Shares") shall be converted into
  the right to receive 1.22 (the "Exchange Ratio") shares of
  HEALTHSOUTH Common Stock, as may be adjusted as provided below (the
  "Merger Consideration"); provided, however, that if the Base Period
  Trading Price (as defined below) shall be greater than $28.00, then
  the Exchange Ratio shall be equal to the quotient obtained by
  dividing $34.16 by the Base Period Trading Price, computed to four
  decimal places, and the Merger Consideration shall be adjusted
  accordingly; and provided further, however, that if the Base Period
  Trading Price shall be less than $22.00, then the Exchange Ratio
  shall be equal to the quotient obtained by dividing $26.84 by the
  Base Period Trading Price, computed to four decimal places, and the
  Merger Consideration shall be adjusted accordingly; provided
  further, however, that the Exchange Ratio shall in no event (other
  than an adjustment pursuant to Section 2.1(e) or Section 8.7) be
  greater than the quotient obtained by dividing $26.84 by $20.00,
  computed to four decimal places.  For purposes of this Plan of
  Merger, the term "Base Period Trading Price" shall mean the average
  daily closing prices per share for the shares of HEALTHSOUTH Common
  Stock for the 20 consecutive trading days on which such shares are
  actually traded (as reported on the New York Stock Exchange
  Composite Transaction Tape as reported in The Wall Street Journal,
  Eastern Edition, or if not reported thereby, any other
  authoritative source) ending at the close of trading on the second
  New York Stock Exchange trading day immediately preceding the
  Closing Date (such period being herein called the "Base Period"). 
  As of the Effective Time, all such Exchanging SCA Shares shall no
  longer be outstanding and shall automatically be canceled and
  retired and shall cease to exist, and each holder of a certificate
  representing any Exchanging SCA Shares shall cease to have any
  rights with respect thereto, except the right to receive the Merger
  Consideration and any cash in lieu of fractional shares of HEALTH-
  SOUTH Common Stock to be issued or paid in consideration therefor
  upon surrender of such certificate in accordance with Section 2.2,
  without interest.
  
       (d)  Stock Options and Warrants.  At the Effective Time, all
  rights with respect to SCA Common Stock pursuant to any SCA stock
  options or SCA warrants which are outstanding at the Effective
  Time, whether or not then exercisable, shall be converted into and
  become rights with respect to HEALTHSOUTH Common Stock, and HEALTH-
  SOUTH shall assume each SCA stock option or SCA warrant, in
  accordance with the terms of any stock option plan under which it
  was issued and any stock option agreement or warrant agreement, as
  the case may be, by which it is evidenced.  It is intended that the
  foregoing provisions shall be undertaken in a manner that will not
  constitute a "modification" as defined in Section 425 of the Code,
  as to any stock option which is an "incentive stock option".  Each
  SCA stock option or warrant so assumed shall be exercisable for
  that number of shares of HEALTHSOUTH Common Stock equal to the
  number of SCA shares subject thereto multiplied by the Exchange
  Ratio, and shall have an exercise price per share equal to the SCA
  exercise price divided by the Exchange Ratio.  All options issued
  pursuant to SCA's Incentive Stock Plan of 1986 and 1990 Non-
  Qualified Stock Option Plan for Non-Employee Directors, as amended,
  shall be fully vested at the Effective Time to the extent permitted
  under such Plans. 
  
       (e)  Anti-Dilution Provisions.    If after the date hereof and
  prior to the Effective Time HEALTHSOUTH shall have declared a stock
  split (including a reverse split) of HEALTHSOUTH Common Stock or a
  dividend payable in HEALTHSOUTH Common Stock, or any other
  distribution of securities or dividend (in cash or otherwise) to
  holders of HEALTHSOUTH Common Stock with respect to their
  HEALTHSOUTH Common Stock (including without limitation such a
  distribution or dividend made in connection with a
  recapitalization, reclassification, merger, consolidation,
  reorganization, reclassification, merger, consolidation,
  reorganization or similar transaction) then (i) the amounts $28.00,
  $22.00 and $20.00 referred to in Section 2.1(c) and the amount
  $20.00 referred to in Section 8.1(f), and the Exchange Ratio, shall
  be appropriately adjusted to reflect such stock split or dividend
  or other distribution of securities and (ii) if such stock split,
  dividend or distribution has a record date during or after the Base
  Period and prior to the Effective Time, then the number of shares
  of HEALTHSOUTH Common Stock to be issued upon conversion of a share
  of SCA Common Stock pursuant to Section 2.1(c) shall be
  appropriately adjusted to reflect such stock split, dividend or
  other distribution of securities.
  
       2.2  Exchange of Certificates.  (a)  Exchange Agent.  Prior to
  the Effective Time, HEALTHSOUTH shall enter into an agreement with
  such bank or trust company as may be designated by HEALTHSOUTH (the
  "Exchange Agent") which provides that HEALTHSOUTH shall deposit
  with the Exchange Agent as of the Effective Time, for the benefit
  of the holders of Exchanging SCA Shares, for exchange in accordance
  with this Section 2, through the Exchange Agent, certificates
  representing the shares of HEALTHSOUTH Common Stock (such shares of
  HEALTHSOUTH Common Stock, together with any dividends or
  distributions with respect thereto with a record date after the
  Effective Time, being hereinafter referred to as the "Exchange
  Fund") issuable pursuant to Section 2.1 in exchange for outstanding
  shares of SCA Common Stock.
  
       (b)  Exchange Procedures.  As soon as reasonably practicable
  after the Effective Time, the Surviving Corporation shall cause the
  Exchange Agent shall mail to each holder of record of a certificate
  or certificates which immediately prior to the Effective Time
  represented outstanding shares of SCA Common Stock (the
  "Certificates") whose shares were converted into the right to
  receive the Merger Consideration pursuant to Section 2.1, (i) a
  letter of transmittal (which shall specify that delivery shall be
  effected, and risk of loss and title to the Certificates shall
  pass, only upon delivery of the Certificates to the Exchange Agent
  and shall be in such form and have such other provisions as SCA and
  HEALTHSOUTH may reasonably specify) and (ii) instructions for use
  in effecting the surrender of the Certificates in exchange for
  certificates representing shares of HEALTHSOUTH Common Stock.  Upon
  surrender of a Certificate for cancellation to the Exchange Agent
  or to such other agent or agents as may be appointed by HEALTH-
  SOUTH, together with such letter of transmittal, duly executed, and
  such other documents as may reasonably be required by the Exchange
  Agent, the holder of such Certificate shall be entitled to receive
  in exchange therefor a certificate representing that number of
  whole shares of HEALTHSOUTH Common Stock which such holder has the
  right to receive pursuant to the provisions of this Section 2, and
  the Certificate so surrendered shall forthwith be canceled.  In the
  event of a transfer of ownership of shares of SCA Common Stock
  which is not registered in the transfer records of SCA, a
  certificate representing the proper number of shares of HEALTHSOUTH
  Common Stock may be issued to a person other than the person in
  whose name the Certificate so surrendered is registered, if such
  Certificate shall be properly endorsed or otherwise be in proper
  form for transfer and the person requesting such payment shall pay
  any transfer or other taxes required by reason of the issuance of
  shares of HEALTHSOUTH Common Stock to a person other than the
  registered holder of such Certificate or establish to the
  satisfaction of HEALTHSOUTH that such tax has been paid or is not
  applicable.  Until surrendered as contemplated by this Section 2.2,
  each Certificate shall be deemed at any time after the Effective
  Time to represent only the right to receive upon such surrender the
  certificate representing shares of HEALTHSOUTH Common Stock and
  cash in lieu of any fractional shares of HEALTHSOUTH Common Stock
  as contemplated by this Section 2.2.  No interest will be paid or
  will accrue on any cash payable in lieu of any fractional shares of
  HEALTHSOUTH Common Stock.  To the extent permitted by law, former
  stockholders of record of SCA shall be entitled to vote after the
  Effective Time at any meeting of HEALTHSOUTH stockholders the
  number of whole shares of HEALTHSOUTH Common Stock into which their
  respective shares of SCA Common Stock are converted, regardless of
  whether such holders have exchanged their Certificates for
  certificates representing HEALTHSOUTH Common Stock in accordance
  with this Section 2.2.
  
       (c)  Distributions with Respect to Unexchanged Shares.  No
  dividends or other distributions with respect to HEALTHSOUTH Common
  Stock with a record date after the Effective Time of the Merger
  shall be paid to the holder of any unsurrendered Certificate with
  respect to the shares of HEALTHSOUTH Common Stock represented
  thereby and no cash payment in lieu of fractional shares shall be
  paid to any such holder pursuant to Section 2.2(e) until the
  surrender of such Certificate in accordance with this Section 2. 
  Subject to the effect of applicable laws, following surrender of
  any such Certificate, there shall be paid to the holder of the
  certificate representing whole shares of HEALTHSOUTH Common Stock
  issued in exchange therefor, without interest, (i) at the time of
  such surrender, the amount of any cash payable in lieu of a
  fractional share of HEALTHSOUTH Common Stock to which such holder
  is entitled pursuant to Section 2.2(e) and the amount of dividends
  or other distributions with a record date after the Effective Time
  theretofore paid with respect to such whole shares of HEALTHSOUTH
  Common Stock, and (ii) at the appropriate payment date, the amount
  of dividends or other distributions with a record date after the
  Effective Time but prior to such surrender and with a payment date
  subsequent to such surrender payable with respect to such whole
  shares of HEALTHSOUTH Common Stock.
  
       (d)  No Further Ownership Rights in Exchanging SCA Shares. 
  All shares of HEALTHSOUTH Common Stock issued upon the surrender
  for exchange of Certificates in accordance with the terms of this
  Section 2 (including any cash paid pursuant to Section 2.2(c) or
  2.2(e) ) shall be deemed to have been issued (and paid) in full
  satisfaction of all rights pertaining to the Exchanging SCA Shares
  theretofore represented by such Certificates.  If, after the
  Effective Time, Certificates are presented to the Surviving
  Corporation or the Exchange Agent for any reason, they shall be
  canceled and exchanged as provided in this Section 2, except as
  otherwise provided by law.
  
       (e)  No Fractional Shares.  No certificates or scrip
  representing fractional shares of HEALTHSOUTH Common Stock shall be
  issued upon the surrender for exchange of Certificates, and such
  fractional share interests will not entitle the owner thereof to
  vote or to any rights of a stockholder of HEALTHSOUTH. 
  Notwithstanding any other provision of this Plan of Merger, each
  holder of Exchanging SCA Shares exchanged pursuant to the Merger
  who would otherwise have been entitled to receive a fraction of a
  share of HEALTHSOUTH Common Stock (after taking into account all
  Certificates delivered by such holder) shall receive, in lieu
  thereof, cash (without interest) in an amount equal to such
  fractional part of a share of HEALTHSOUTH Common Stock multiplied
  by the Base Period Trading Price.
  
       (f)  Termination of Exchange Fund.  Any portion of the
  Exchange Fund which remains undistributed to the holders of the
  Certificates for six months after the Effective Time shall be
  delivered to HEALTHSOUTH, upon demand, and any holders of the
  Certificates who have not theretofore complied with this Section 2
  shall thereafter look only to HEALTHSOUTH for payment of HEALTH-
  SOUTH Common Stock, any cash in lieu of fractional shares of
  HEALTHSOUTH Common Stock and any dividends or distributions with
  respect to HEALTHSOUTH Common Stock.
  
       (g)  No Liability.  None of HEALTHSOUTH, the Subsidiary, SCA
  or the Exchange Agent shall be liable to any person in respect of
  any shares of HEALTHSOUTH Common Stock (or dividends or
  distributions with respect thereto) or cash from the Exchange Fund
  delivered to a public official pursuant to any applicable abandoned
  property, escheat or similar law.  If any Certificates shall not
  have been surrendered prior to seven years after the Effective Time
  (or immediately prior to such earlier date on which any shares of
  HEALTHSOUTH Common Stock, any cash in lieu of fractional shares of
  HEALTHSOUTH Common Stock or any dividends or distributions with
  respect to HEALTHSOUTH Common Stock in respect of such Certificates
  would otherwise escheat to or become the property of any
  governmental entity), any such shares, cash, dividends or
  distributions in respect of such Certificates shall, to the extent
  permitted by applicable law, become the property of the Surviving
  Corporation, free and clear of all claims or interest of any person
  previously entitled thereto.
  
       (h)  Investment of Exchange Fund.  The Exchange Agent shall
  invest any cash included in the Exchange Fund in deposit accounts
  or short-term money market instruments, as directed by HEALTHSOUTH,
  on a daily basis.  Any interest and other income resulting from
  such investments shall be paid to HEALTHSOUTH.
  
       2.3  Certificate of Incorporation of Surviving Corporation. 
  The Certificate of Incorporation of SCA shall be amended and
  restated, effective at the Effective Time, in a manner satisfactory
  to HEALTHSOUTH.  The Certificate of Incorporation of SCA, as so
  amended and restated, shall become the Certificate of Incorporation
  of the Surviving Corporation from and after the Effective Time and
  until thereafter amended as provided by law.
  
       2.4  Bylaws of the Surviving Corporation.  The Bylaws of the
  Subsidiary shall be the Bylaws of the Surviving Corporation from
  and after the Effective Time and until thereafter altered, amended
  or repealed in accordance with the laws of the State of Delaware,
  the Certificate of Incorporation of SCA and the said Bylaws.
  
       2.5  Directors and Officers of the Surviving Corporation.  The
  Directors and officers of the Subsidiary immediately prior to the
  Effective Time shall be the Directors and officers of the Surviving
  Corporation, each to hold office in accordance with the Certificate
  of Incorporation and Bylaws of the Surviving Corporation.
  
       2.6  Assets, Liabilities, Reserves and Accounts.  At the
  Effective Time, the assets, liabilities, reserves and accounts of
  each of the Subsidiary and SCA shall be taken up on the books of
  the Surviving Corporation at the amounts at which they respectively
  shall be carried on the books of said corporations immediately
  prior to the Effective Time, except as otherwise set forth in the
  Plan of Merger and subject to such adjustments, or elimination of
  intercompany items, as may be appropriate in giving effect to the
  Merger in accordance with generally accepted accounting principles.
  
       2.7  Corporate Acts of the Subsidiary.  All corporate acts,
  plans, policies, approvals and authorizations of the Subsidiary,
  its sole stockholder, its Board of Directors, committees elected or
  appointed by the Board of Directors, and all officers and agents,
  valid immediately prior to the Effective Time, shall be those of
  the Surviving Corporation and shall be as effective and binding
  thereon as they were with respect to the Subsidiary.  The employees
  and agents of the Subsidiary shall become the employees and agents
  of the Surviving Corporation and continue to be entitled to the
  same rights and benefits which they enjoyed as employees and agents
  of the Subsidiary.
  
  Section 3.     Representations and Warranties of SCA.
  
       SCA hereby represents and warrants to HEALTHSOUTH and the
  Subsidiary as follows:
  
       3.1  Organization, Existence and Good Standing.  SCA is a
  corporation duly organized, validly existing and in good standing
  under the laws of the State of Delaware.  SCA has all necessary
  corporate power to own its properties and assets and to carry on
  its business as presently conducted.  SCA is not, and has not been
  within the two years immediately preceding the date of this Plan of
  Merger, a subsidiary or division of another corporation, nor has
  SCA within such time owned, directly or indirectly, any shares of
  HEALTHSOUTH Common Stock or Subsidiary Common Stock. 
  
       3.2  SCA Capital Stock.  SCA's authorized capital consists of
  100,000,000 shares of SCA Common Stock, par value $.25 per share,
  of which 38,993,892 shares were issued and outstanding, as of
  September 30, 1995, and 472,400 of which shares are issued and held
  as treasury shares.  All of the issued and outstanding shares of
  SCA Common Stock are duly and validly issued, fully paid and
  nonassessable.  Except as set forth on Exhibit 3.2 to the
  Disclosure Schedule delivered by SCA to HEALTHSOUTH simultaneously
  with the execution and delivery hereof (the "Disclosure Schedule")
  or otherwise disclosed in the SCA Quarterly Report on Form 10-Q for
  the three months ended June 30, 1995 (the "SCA June 10-Q") (as
  hereinafter defined), there are no options, warrants, or similar
  rights granted by SCA or any other agreements to which SCA is a
  party providing for the issuance or sale by it of any additional
  securities which would remain in effect after the Effective Time,
  other than those reflected in the SCA June 10-Q.  There is no
  liability for dividends declared or accumulated but unpaid with
  respect to any of the shares of SCA Common Stock.  SCA has not made
  any distributions to any holders of SCA Common Stock or
  participated in or effected any issuance, exchange or retirement of
  shares of SCA Common Stock, or otherwise changed the equity
  interests of holders of SCA Common Stock, in contemplation of
  effecting the Merger within the two years immediately preceding the
  date of this Plan of Merger.  Any shares of SCA Common Stock that
  SCA has re-acquired during the two years immediately preceding the
  date of this Plan of Merger have been so re-acquired only for
  purposes other than "business combinations", as such term is
  defined in Accounting Principles Board Opinion No. 16, as amended
  ("Business Combinations").
  
       3.3  Subsidiaries and Affiliated Partnerships.  (a)  Attached
  to the Disclosure Schedule as Exhibit 3.3  is a list of all
  subsidiaries of SCA (individually, a "SCA Subsidiary", and
  collectively, the "SCA Subsidiaries") and their states of
  incorporation.  Except as set forth on Exhibit 3.3, SCA does not
  own stock in and does not control, directly or indirectly, any
  other corporation, association or business organization other than
  the SCA Other Entities (as defined below).  
  
       (b)  Also disclosed on Exhibit 3.3 is a list of all general or
  limited partnerships in which a general partner is SCA, a SCA
  Subsidiary or another SCA Partnership (individually, a "SCA
  Partnership" and collectively, the "SCA Partnerships"), and all
  limited liability companies in which SCA, a SCA Subsidiary or a SCA
  Partnership is a member (individually, a "SCA LLC" and
  collectively, the "SCA LLCs") (the SCA Partnerships and the SCA
  LLCs being collectively called the "SCA Other Entities"), and their
  states of organization.  Except as set forth on Exhibit 3.3,
  neither SCA nor any SCA Subsidiary owns an equity interest in, nor
  does such entity control, directly or indirectly, any other joint
  venture, limited liability company or partnership.
  
       3.4  Organization, Existence and Good Standing of SCA
  Subsidiaries and SCA Other Entities.  (a)  Each SCA Subsidiary is
  a corporation duly organized, validly existing and in good standing
  under the laws of its respective state of incorporation.  Each SCA
  Subsidiary has all necessary corporate power to own its properties
  and assets and to carry on its business as presently conducted.
  
       (b)  Each SCA Partnership that is a limited partnership is
  validly formed, each SCA Partnership that is a general partnership
  has been duly organized, and each SCA Partnership is in good
  standing under the laws of its respective state of organization. 
  Each SCA Partnership has all necessary power to own its property
  and assets and to carry on its business as presently conducted.
  
       (c)  Each SCA LLC is a limited liability company validly
  formed and in good standing under the laws of its respective state
  of organization.  Each SCA LLC has all necessary power to own its
  property and assets to carry on its business as presently
  conducted.
  
       3.5  Foreign Qualifications.  SCA, each SCA Subsidiary and
  each SCA Other Entity that is not a general partnership is
  qualified to do business as a foreign corporation, foreign limited
  partnership or foreign limited liability company, as the case may
  be, and is in good standing in each jurisdiction where the nature
  or character of the property owned, leased or operated by it or the
  nature of the business transacted by it makes such qualification
  necessary, except where the failure to so qualify would not have a
  material adverse effect on SCA.
  
       3.6  Power and Authority.  Subject to the satisfaction of the
  conditions precedent set forth herein, SCA has the corporate power
  to execute, deliver and perform the Plan of Merger and all
  agreements and other documents executed and delivered or to be
  executed and delivered by it pursuant to the Plan of Merger, and,
  subject to the satisfaction of the conditions precedent set forth
  herein has taken all action required by its Certificate of
  Incorporation, Bylaws or otherwise, to authorize the execution,
  delivery and performance of the Plan of Merger and such related
  documents.  Except as set forth on Exhibit 3.6, the execution and
  delivery of the Plan of Merger does not and, subject to the receipt
  of required stockholder and regulatory approvals and any other
  required third-party consents or approvals, the consummation of the
  Merger will not, violate any provisions of the Certificate of
  Incorporation of SCA or any provisions of, or result in the
  acceleration of any obligation under, any material mortgage, lien,
  lease, agreement, instrument, order, arbitration award, judgment or
  decree, to which SCA or any SCA Subsidiary or SCA Partnership is a
  party, or by which it is bound, or violate any restrictions of any
  kind to which it is subject which, if violated or accelerated would
  have a material adverse effect on SCA.  The execution and delivery
  of this Agreement has been approved by the Board of Directors of
  SCA.  This Agreement has been duly executed and delivered by SCA
  and, assuming this Agreement constitutes a valid and binding
  obligation of HEALTHSOUTH and the Subsidiary, as the case may be,
  constitutes a valid and binding obligation of SCA, enforceable
  against SCA in accordance with its terms.
       
       3.7  SCA Public Information.  SCA has heretofore furnished
  HEALTHSOUTH with a true and complete copy of each report, schedule,
  registration statement and definitive proxy statement filed by it
  with the Securities and Exchange Commission (the "SEC") (as any
  such documents have since the time of their original filing been
  amended, the "SCA Documents") since January 1, 1994, which are all
  the documents (other than preliminary material) that it was
  required to file with the SEC since such date.  As of their
  respective dates, the SCA Documents did not contain any untrue
  statements of material facts or omit to state material facts
  required to be stated therein or necessary to make the statements
  therein, in light of the circumstances under which they were made,
  not misleading.  As of their respective dates,  the SCA Documents
  complied in all material respects with the applicable requirements
  of the Securities Act of 1933, as amended, and the Securities
  Exchange Act of 1934, as amended, and the rules and regulations
  promulgated under such statutes.  The financial statements
  contained in the SCA Documents, together with the notes thereto,
  have been prepared in accordance with generally accepted accounting
  principles consistently followed throughout the periods indicated
  (except as may be indicated in the notes thereto, or, in the case
  of the unaudited financial statements, as permitted by Form 10-Q),
  reflect all known liabilities of SCA required to be stated therein,
  including all known contingent liabilities as of the end of each
  period reflected therein, and present fairly the financial
  condition of SCA at said dates and the consolidated results of
  operations and cash flows of SCA for the periods then ended.  The
  consolidated balance sheet of SCA at June 30, 1995 included in the
  SCA Documents is herein sometimes referred to as the "SCA Balance
  Sheet".
  
       3.8  [Intentionally omitted.]
  
       3.9  Legal Proceedings.  Except as disclosed in the SCA June
  10-Q or on Exhibit 3.9 to the Disclosure Schedule, there is no
  material litigation, governmental investigation or other proceeding
  pending or, so far as is known to SCA, threatened against or
  relating to SCA, its properties or business, or the transaction
  contemplated by the Plan of Merger and, so far as is known to SCA,
  no basis for any such action exists.
  
       3.10 Contracts, etc.   (a)  All material contracts, leases,
  agreements and arrangements to which SCA or any of the SCA
  Subsidiaries or SCA Partnerships is a party are legally valid and
  binding in accordance with their terms and in full force and
  effect.  All parties to such contracts, leases, agreements and
  arrangements have complied with the provisions of such contracts,
  leases, agreements and arrangements, and, to the knowledge of SCA,
  no party is in default thereunder, and no event has occurred which,
  but for the passage of time or the giving of notice or both, would
  constitute a default hereunder, except, in each case, where the
  invalidity of the lease, contract, agreement or arrangement or the
  default or breach thereunder or thereof would not, individually or
  in the aggregate, have a material adverse effect on SCA.
  
       (b)  Except as set forth on Exhibit 3.10 to the Disclosure
  Schedule, no contract or agreement to which SCA or any SCA
  Subsidiary or SCA Partnership is a party will, by its terms,
  terminate as a result of the transactions contemplated hereby or
  require any consent from any obligor thereto in order to remain in
  full force and effect immediately after the Effective Time, except
  for contracts or agreements which, if terminated, would not have a
  material adverse effect on SCA.
  
       (c)  Except as set forth on Exhibit 3.10 to the Disclosure
  Schedule, none of SCA, any SCA Subsidiary or any SCA Partnership
  has granted any right of first refusal or similar right in favor of
  any third party with respect to any material portion of its
  properties or assets or entered into any non-competition agreement
  or similar agreement restricting its ability to engage in any
  business in any location.
  
       3.11  Subsequent Events.  Except as set forth on Exhibit 3.11
  to the Disclosure Schedule or disclosed in the SCA June 10-Q, SCA
  has not, since the date of the SCA June 10-Q:
  
            (a)  Incurred any material adverse change.
  
            (b)  Discharged or satisfied any material lien or
       encumbrance, or paid or satisfied any material obligation
       or liability (absolute, accrued, contingent or otherwise)
       other than (i) liabilities shown or reflected on the SCA
       Balance Sheet or (ii) liabilities incurred since the date
       of the SCA June 10-Q in the ordinary course of business,
       which discharge or satisfaction would have a material
       adverse effect on SCA.
  
            (c)  Increased or established any reserve for taxes
       or any other liability on its books or otherwise provided
       therefor which would have a material adverse effect on
       SCA, except as may have been required due to income or
       operations of SCA since the date of the SCA June 10-Q.
  
            (d)  Mortgaged, pledged or subjected to any lien,
       charge or other encumbrance any of the assets, tangible
       or intangible, which assets are material to the
       consolidated business or financial condition of SCA.
  
            (e)  Sold or transferred any of the assets material
       to the consolidated business of SCA, cancelled any
       material debts or claims or waived any material rights,
       except in the ordinary course of business.
  
            (f)  Granted any general or uniform increase in the
       rates of pay of employees or any material increase in
       salary payable or to become payable by SCA to any officer
       or employee, consultant or agent (other than normal merit
       increases), or by means of any bonus or pension plan,
       contract or other commitment, increased in a material
       respect the compensation of any officer, employee,
       consultant or agent.
  
            (g)  Except for this Plan of Merger and any other
       agreement executed and delivered pursuant to this Plan of
       Merger, entered into any material transaction other than
       in the ordinary course of business or permitted under
       other Sections hereof.
  
            (h)  Issued any stock, bonds or other securities,
       other than stock options granted to employees or
       consultants of SCA or warrants granted to third parties,
       all of which are disclosed on Exhibit 3.2 to the
       Disclosure Schedule or in the SCA Documents.
  
       3.12 Accounts Receivable.  (a)  Since the date of the SCA
  June 10-Q, SCA has not changed any material principle or practice
  with respect to the recordation of accounts receivable or the
  calculation of reserves therefor, or any material collection,
  discount or write-off policy or procedure.  SCA (including the SCA
  Subsidiaries and SCA Partnerships) is in compliance with the terms
  and conditions of all third-party payor arrangements relating to
  its accounts receivable, except to the extent that such
  noncompliance would not have a material adverse effect on SCA.
  
       (b)  Without limiting the generality of the foregoing, SCA and
  each SCA Subsidiary or SCA Partnership is in compliance with all
  Medicare and Medicaid provider agreements to which it is a party,
  except to the extent that such noncompliance would not have a
  material adverse effect on SCA.
  
       3.13 Tax Returns.  SCA has filed all tax returns required to
  be filed by it or requests for extensions to file such returns or
  reports have been timely filed and granted and have not expired,
  except to the extent that such failures to file, taken together, do
  not have a material adverse effect on SCA.  SCA has made all
  payments shown as due on such returns.  SCA has not been notified
  that any tax returns of SCA are currently under audit by the
  Internal Revenue Service or any state or local tax agency.  No
  agreements have been made by SCA for the extension of time or the
  waiver of the statute of limitations for the assessment or payment
  of any federal, state or local taxes.
  
       3.14 Commissions and Fees.  Except for fees payable to Bear,
  Stearns & Co. Inc. ("Bear, Stearns"), there are no valid claims for
  brokerage commissions or finder's or similar fees in connection
  with the transactions contemplated by this Plan of Merger which may
  be now or hereafter asserted against HEALTHSOUTH resulting from any
  action taken by SCA or its stockholders, officers or Directors, or
  any of them.
  
       3.15 Employee Benefit Plans; Employment Matters.  (a)  Except
  as described in the SCA Documents or set forth on Exhibit 3.15(a)
  to the Disclosure Schedule, SCA has neither established nor
  maintains nor is obligated to make contributions to or under or
  otherwise participate in (a) any bonus or other type of incentive
  compensation plan, program, agreement, policy, commitment, contract
  or arrangement (whether or not set forth in a written document),
  (b) any pension, profit-sharing, retirement or other plan, program
  or arrangement, or (c) any other employee benefit plan, fund or
  program, including, but not limited to, those described in Section
  3(3) of ERISA.  All such plans (individually, a "Plan" and
  collectively, the "Plans") have been operated and administered in
  all material respects in accordance with, as applicable, ERISA, the
  Internal Revenue Code of 1986, as amended, Title VII of the Civil
  Rights Act of 1964, as amended, the Equal Pay Act of 1967, as
  amended, the Age Discrimination in Employment Act of 1967, as
  amended, and the related rules and regulations adopted by those
  federal agencies responsible for the administration of such laws. 
  No act or failure to act by SCA has resulted in a "prohibited
  transaction" (as defined in ERISA) with respect to the Plans that
  is not subject to a statutory or regulatory exception.  No
  "reportable event" (as defined in ERISA) has occurred with respect
  to any of the Plans which is subject to Title IV of ERISA.  SCA has
  not previously made, is not currently making, and is not obligated
  in any way to make, any contributions to any multi-employer plan
  within the meaning of the Multi-Employer Pension Plan Amendments
  Act of 1980.
  
       (b)  Except as described in the SCA Documents or set forth on
  Exhibit 3.15(b) to the Disclosure Schedule, SCA is not a party to
  any oral or written (i) union, guild or collective bargaining
  agreement which agreement covers employees in the United States
  (nor is it aware of any union organizing activity currently being
  conducted in respect to any of its employees), (ii) agreement with
  any executive officer or other key employee the benefits of which
  are contingent, or the terms of which are materially altered, upon
  the occurrence of a transaction of the nature contemplated by this
  Plan of Merger and which provides for the payment of in excess of
  $100,000, or (iii) agreement or plan, including any stock option
  plan, stock appreciation rights plan, restricted stock plan or
  stock purchase plan, any of the benefits of which will be
  increased, or the vesting the benefits of which will be
  accelerated, by the occurrence of any of the transactions
  contemplated by this Plan of Merger or the value of any of the
  benefits of which will be calculated on the basis of any of the
  transactions contemplated by this Plan of Merger.
  
       3.16 Compliance with Laws in General.  Except as set forth on
  Exhibit 3.16 to the Disclosure Schedule or disclosed in the SCA
  Documents, SCA has not received any notices of material violations
  of any federal, state and local laws, regulations and ordinances
  relating to its business and operations, including, without
  limitation, the Federal Environmental Protection Act, the
  Occupational Safety and Health Act, the Americans with Disabilities
  Act, the Medicare or applicable Medicaid statutes and regulations
  and any Environmental Laws, and no notice of any pending inspection
  or violation of any such law, regulation or ordinance has been
  received by SCA which, if it were determined that a violation had
  occurred, would have a material adverse effect on SCA.
  
       3.17 Licenses, Accreditation and Regulatory Approvals.    SCA
  and the SCA Subsidiaries and SCA Other Entities hold all licenses,
  permits, certificates of need and other regulatory approvals which
  are needed or required by law with respect to their businesses,
  operations and facilities as they are currently or presently
  conducted (collectively, the "Licenses"), except where the failure
  to possess such Licenses does not have a material adverse effect on
  SCA, the SCA Subsidiaries and the SCA Other Entities in the
  aggregate.  All such Licenses are in full force and effect, and SCA
  is in compliance in all material respects with all conditions and
  requirements of the Licenses and with all rules and regulations
  relating thereto.  SCA, the SCA Subsidiaries and the SCA Other
  Entities are, to the extent applicable to their operations, (i)
  eligible to receive payment under Titles XVIII and XIX of the
  Social Security Act, (ii) providers under existing provider
  agreements with the Medicare program through the applicable
  intermediaries and (iii) in compliance with the conditions of
  participation in the Medicare program except for such noncompliance
  as does not have a material adverse effect on SCA, the SCA
  Subsidiaries and the SCA Other Entities in the aggregate.  SCA, the
  SCA Subsidiaries and the SCA Other Entities have timely filed all
  requisite claims and other reports required to be filed in
  connection with the Medicare, Medicaid and other governmental
  health programs due on or before the date hereof, all of which
  were, when filed, complete and correct in all material respects. 
  There are no current claims, actions or appeals pending, and
  neither SCA nor the SCA Subsidiaries, nor the SCA Other Entities
  have filed any claims or reports which should result in such
  claims, actions or appeals, before any commission, board or agency,
  including, without limitation, any intermediary or carrier, the
  Provider Reimbursement Review Board or the Administrator of the
  Health Care Financing Administration with respect to any Medicare
  claims, or any disallowances in connection with any audit of
  claims, which could have a material adverse effect on SCA, the SCA
  Subsidiaries and the SCA Other Entities in the aggregate.  The
  amounts established as provisions for adjustments by Medicare,
  Medicaid and other third-party payors on the financial statements
  set forth in the SCA June 10-Q are sufficient to pay any amounts
  for which SCA may be liable.  To the best knowledge of SCA, neither
  SCA nor the SCA Subsidiaries nor the SCA Other Entities nor their
  respective employees have committed a violation of the Medicare and
  Medicaid fraud and abuse provisions of the Social Security Act. 
  Except as disclosed in the SCA Documents, any and all past
  litigation concerning such licenses, certificates of need and
  regulatory approvals, and all claims and causes of action raised
  therein, has been finally adjudicated.  No such license,
  certificate of need or regulatory approval has been revoked,
  conditioned (except as may be customary) or restricted, and, except
  as disclosed in the SCA Documents, no action (equitable, legal or
  administrative), arbitration or other process is pending, or to the
  best knowledge of SCA, threatened, which in any way challenges the
  validly of, or seeks to revoke, condition or restrict any such
  license, certificate of need, or regulatory approval.  Subject to
  compliance with applicable securities laws, the Hart Scott-Rodino
  Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and
  state or local statutes, rules or regulations requiring notice,
  approval, or other action upon the occurrence of a change in
  control of SCA or any of the SCA Subsidiaries, the consummation of
  the Merger will not violate any law or regulation to which SCA is
  subject which, if violated, would have a material adverse effect on
  SCA.
  
       3.18 Retirement or Re-Acquisition of HEALTHSOUTH Common Stock. 
  SCA is not a party to any agreement the effect of which would be to
  require HEALTHSOUTH directly or indirectly to retire or re-acquire
  all or part of the shares of HEALTHSOUTH Common Stock issued
  pursuant to Section 2.1 hereof.
  
       3.19 Disposition of Assets of Surviving Corporation.  SCA is
  not a party to any plan to dispose of a significant part of the
  assets of the Surviving Corporation within two years after the
  Closing Date, other than dispositions in the ordinary course of
  business of the Surviving Corporation and dispositions intended to
  eliminate duplicate facilities or excess capacity.
  
       3.20 Vote Required.  The affirmative vote of the holders of a
  majority of the outstanding shares of the SCA Common Stock entitled
  to vote thereon is the only vote of the holders of any class or
  series of SCA capital stock necessary to approve this Plan of
  Merger, the Merger and the transactions contemplated hereby.
  
       3.21 Opinion of Financial Advisor.  SCA has received the oral
  opinion of Bear, Stearns to the effect that, as of the date of this
  Agreement, the Merger Consideration is fair to the holders of SCA
  Shares from a financial point of view, a written copy of which
  opinion will be delivered by SCA to HEALTHSOUTH prior to the date
  on which the definitive proxy materials for the Proxy Statement (as
  defined in Section 7.4(a)) are filed with the SEC.  
  
       3.22 No Untrue Representations.  No representation or warranty
  by SCA in this Plan of Merger, and no Exhibit or certificate issued
  by SCA and furnished or to be furnished to HEALTHSOUTH pursuant
  hereto, or in connection with the transactions contemplated hereby,
  contains or will contain any untrue statement of a material fact in
  response to the disclosure requested, or omits or will omit to
  state a material fact necessary to make the statements or facts
  contained therein in response to the disclosure requested not
  misleading in light of all of the circumstances then prevailing.
  
  Section 4.   Representations and Warranties of the Subsidiary and
  HEALTHSOUTH.
  
       The Subsidiary and HEALTHSOUTH, jointly and severally, hereby
  represent and warrant to SCA as follows:
  
       4.1  Organization, Existence and Capital Stock.  The
  Subsidiary is a corporation duly organized and validly existing and
  is in good standing under the laws of the State of Delaware.  The
  Subsidiary's authorized capital consists of 1,000 shares of Common
  Stock, par value $.01 per share, all of which shares are issued and
  registered in the name of HEALTHSOUTH.  The Subsidiary has not,
  within the two years immediately preceding the date of this Plan of
  Merger, owned, directly or indirectly, any shares of SCA Common
  Stock.
  
       4.2  Power and Authority.  The Subsidiary has corporate power
  to execute, deliver and perform the Plan of Merger and all
  agreements and other documents executed and delivered, or to be
  executed and delivered, by it pursuant to the Plan of Merger, and,
  subject to the satisfaction of the conditions precedent set forth
  herein, has taken all actions required by law, its Certificate of
  Incorporation, its Bylaws or otherwise, to authorize the execution
  and delivery of the Plan of Merger and such related documents.  The
  execution and delivery of the Plan of Merger does not and, subject
  to the receipt of required stockholder and regulatory approvals and
  any other required third-party consents or approvals, the
  consummation of the Merger contemplated hereby will not, violate
  any provisions of the Certificate of Incorporation or Bylaws of the
  Subsidiary, or any agreement, instrument, order, judgment or decree
  to which the Subsidiary is a party or by which it is bound, violate
  any restrictions of any kind to which the Subsidiary is subject, or
  result in the creation of any lien, charge or encumbrance upon any
  of the property or assets of the Subsidiary.
  
       4.3  Commissions and Fees.  Except for fees owed to Smith
  Barney Inc. ("Smith Barney"), there are no claims for brokerage
  commissions, investment bankers' fees or finder's fees in
  connection with the transaction contemplated by the Plan of Merger
  resulting from any action taken by the Subsidiary or any of its
  officers, Directors or agents.
  
       4.4  No Subsidiaries.  The Subsidiary does not own stock in,
  and does not control directly or indirectly, any other corporation,
  association or business organization.  The Subsidiary is not a
  party to any joint venture or partnership.
  
       4.5  Legal Proceedings.  There are no actions, suits or
  proceedings pending or threatened against the Subsidiary, at law or
  in equity, relating to or affecting the Subsidiary, including the
  Merger.  The Subsidiary does not know or have any reasonable
  grounds to know of any justification for any such action, suit or
  proceeding.
  
       4.6  No Contracts or Liabilities.  Other than the obligations
  created under the Plan of Merger, the Subsidiary is not obligated
  under any contracts, claims, leases, liabilities (contingent or
  otherwise), loans or otherwise.
  
  Section 5.     Representations and Warranties of HEALTHSOUTH.
  
       HEALTHSOUTH hereby represents and warrants to SCA as follows:
  
       5.1  Organization, Existence and Good Standing.  HEALTHSOUTH
  is a corporation duly organized and validly existing and is in good
  standing under the laws of the State of Delaware.  HEALTHSOUTH has
  all necessary corporate power to own its properties and assets and
  to carry on its business as presently conducted.  HEALTHSOUTH is
  duly qualified to do business and is in good standing in all
  jurisdictions in which the character of the property owned, leased
  or operated or the nature of the business transacted by it makes
  qualification necessary.  HEALTHSOUTH is not, and has not been
  within the two years immediately preceding the date of this Plan of
  Merger, a subsidiary or division of another corporation, nor has
  HEALTHSOUTH within such time owned, directly or indirectly, any
  shares of SCA Common Stock.
  
       5.2  Power and Authority.  HEALTHSOUTH has corporate power to
  execute, deliver and perform the Plan of Merger and all agreements
  and other documents executed and delivered, or to be executed and
  delivered, by it pursuant to the Plan of Merger, and, subject to
  the satisfaction of the conditions precedent set forth herein has
  taken all actions required by law, its Certificate of
  Incorporation, its Bylaws or otherwise, to authorize the execution
  and delivery of the Plan of Merger and such related documents.  The
  execution and delivery of the Plan of Merger does not and, subject
  to the receipt of required stockholder and regulatory approvals and
  any other required third-party consents or approvals, the
  consummation of the Merger contemplated hereby will not, violate
  any provisions of the Certificate of Incorporation or Bylaws of
  HEALTHSOUTH, or any provision of, or result in the acceleration of
  any obligation under, any mortgage, lien, lease, agreement,
  instrument, order, arbitration award, judgment or decree to which
  HEALTHSOUTH is a party or by which it is bound, or violate any
  restrictions of any kind to which HEALTHSOUTH is subject.  The
  execution and delivery of this Agreement has been approved by the
  Board of Directors of HEALTHSOUTH.  This Agreement has been duly
  executed and delivered by HEALTHSOUTH and the Subsidiary and,
  assuming this Agreement constitutes a valid and binding obligation
  of SCA, constitutes a valid and binding obligation of HEALTHSOUTH
  and the Subsidiary, enforceable against HEALTHSOUTH and the
  Subsidiary in accordance with its terms.
  
       5.3  HEALTHSOUTH Common Stock.  Subject to stockholder
  approval of an increase in the authorized number of shares of
  HEALTHSOUTH Common Stock, on the Closing Date, HEALTHSOUTH will
  have a sufficient number of authorized but unissued and/or treasury
  shares of its Common Stock available for issuance to the holders of
  SCA Shares in accordance with the provisions of the Plan of Merger. 
  The HEALTHSOUTH Common Stock to be issued pursuant to the Plan of
  Merger will, when so delivered, be (i) duly and validly issued,
  fully paid and nonassessable, (ii) issued pursuant to an effective
  registration statement under the Securities Act of 1933, as
  amended, and (iii) authorized for listing on the New York Stock
  Exchange, Inc. (the "Exchange") upon official notice of issuance.
  
       5.4  Capitalization.  HEALTHSOUTH's authorized capital stock
  consists of 1,500,000 shares of Preferred Stock, par value $.10 per
  share, of which no shares are issued and outstanding, and no shares
  are held in treasury, and 150,000,000 shares of Common Stock, par
  value $.01 per share, of which 93,466,441 shares are issued and
  outstanding, and 182,000 shares are held in treasury.  All of the
  issued and outstanding shares of HEALTHSOUTH Common Stock have been
  duly and validly issued and are fully paid and non-assessable. 
  Except as disclosed in the HEALTHSOUTH Registration Statement on
  Form S-3 (Registration No. 33-62475), declared effective by the SEC
  on September 27, 1995 (the "HEALTHSOUTH September S-3"), there are
  no options, warrants, convertible debentures or similar rights
  granted by HEALTHSOUTH or any other agreements to which HEALTHSOUTH
  is a party providing for the issuance or sale by it of any
  additional securities.  There is no liability for dividends
  declared or accumulated but unpaid with respect to any shares of
  HEALTHSOUTH Common Stock.  HEALTHSOUTH has not made any
  distributions to any holder of HEALTHSOUTH Common Stock or
  participated in or effected any issuance, exchange or retirement of
  HEALTHSOUTH Common Stock, or otherwise changed the equity interests
  of holders of HEALTHSOUTH Common Stock, in contemplation of
  effecting the Merger within the two years immediately preceding the
  date of this Plan of Merger.  Any shares of HEALTHSOUTH Common
  Stock that HEALTHSOUTH has re-acquired during the two years
  immediately preceding the date of this Plan of Merger have been so
  re-acquired only for purposes other than Business Combinations.
  
       5.5  Subsidiary Common Stock.  HEALTHSOUTH owns, beneficially
  and of record, all of the issued and outstanding shares of
  Subsidiary Common Stock, which are validly issued and outstanding,
  fully paid and nonassessable, free and clear of all liens and
  encumbrances. HEALTHSOUTH has the corporate power to endorse and
  surrender such Subsidiary Shares for cancellation pursuant to the
  Plan of Merger.  HEALTHSOUTH has taken all such actions as may be
  required in its capacity as the sole stockholder of the Subsidiary
  to approve the Merger.
  
       5.6  HEALTHSOUTH Documents.  HEALTHSOUTH has heretofore
  furnished SCA with a true and complete copy of each report,
  schedule, registration statement and definitive proxy statement
  filed by it with the SEC (as any such documents have since the time
  of their original filing been amended, the "HEALTHSOUTH Documents")
  since January 1, 1994, which are all the documents (other than
  preliminary material) that it was required to file with the SEC
  since such date.  As of their respective dates, the HEALTHSOUTH
  Documents did not contain any untrue statements of material facts
  or omit to state material facts required to be stated therein or
  necessary to make the statements therein, in light of the
  circumstances under which they were made, not misleading.  As of
  their respective dates, the HEALTHSOUTH Documents complied in all
  material respects with the applicable requirements of the
  Securities Act of 1933, as amended, and the Securities Exchange Act
  of 1934, as amended, and the rules and regulations promulgated
  under such statutes.  The financial statements contained in the
  HEALTHSOUTH Documents, together with the notes thereto, have been
  prepared in accordance with generally accepted accounting
  principles consistently followed throughout the periods indicated
  (except as may be indicated in the notes thereto, or, in the case
  of the unaudited financial statements, as permitted by Form 10-Q),
  reflect all known liabilities of HEALTHSOUTH required to be stated
  therein, including all known contingent liabilities as of the end
  of each period reflected therein, and present fairly the financial
  condition of HEALTHSOUTH at said dates and the consolidated results
  of operations and cash flows of HEALTHSOUTH for the periods then
  ended.
  
       5.7  Investment Intent.  HEALTHSOUTH is acquiring the shares
  of SCA Common Stock hereunder for its own account and not with a
  view to the distribution or sale thereof, and HEALTHSOUTH has no
  understanding, agreement or arrangement to sell, distribute, parti-
  tion or otherwise transfer or assign all or any part of the shares
  of SCA Common Stock to any other person, firm or corporation.
  
       5.8  Commissions and Fees.  Except for fees owed to Smith
  Barney, there are no claims for brokerage commissions, investment
  bankers' fees or finder's fees in connection with the transactions
  contemplated by the Plan of Merger resulting from any action taken
  by HEALTHSOUTH or any of its officers, Directors or agents.
  
       5.9  Legal Proceedings.  Except as disclosed in the
  HEALTHSOUTH September S-3, there is no material litigation,
  governmental investigation or other proceeding pending or, so far
  as is known to HEALTHSOUTH, threatened against or relating to
  HEALTHSOUTH, its properties or business, or the transaction
  contemplated by the Plan of Merger and, so far as is known to
  HEALTHSOUTH, no basis for any such action exists.
  
       5.10 No Violations.  Subject to compliance with applicable
  securities laws and the HSR Act, the consummation of the Merger
  will not violate any law or restriction to which HEALTHSOUTH is
  subject.
  
       5.11 Contracts, etc.   (a)  All material contracts, leases,
  agreements and arrangements to which HEALTHSOUTH or any of its
  subsidiaries or affiliated partnerships is a party are legally
  valid and binding in accordance with their terms and in full force
  and effect.  All parties to such contracts, leases, agreements and
  arrangements have complied with the provisions of such contracts,
  leases, agreements and arrangements, and, to the knowledge of
  HEALTHSOUTH, no party is in default thereunder, and no event has
  occurred which, but for the passage of time or the giving of notice
  or both, would constitute a default hereunder, except, in each
  case, where the invalidity of the lease, contract, agreement or
  arrangement or the default or breach thereunder or thereof would
  not, individually or in the aggregate, have a material adverse
  effect on HEALTHSOUTH.
  
       (b)  No contract or agreement to which HEALTHSOUTH or any of
  its subsidiaries or affiliated partnerships is a party will, by its
  terms, terminate as a result of the transactions contemplated
  hereby or require any consent from any obligor thereto in order to
  remain in full force and effect immediately after the Effective
  Time, except for contracts or agreements which, if terminated,
  would not have a material adverse effect on HEALTHSOUTH.
  
       5.12 Subsequent Events.  Except as disclosed in the HEALTH-
  SOUTH September S-3, HEALTHSOUTH has not, since June 30, 1995:
  
            (a)  Incurred any material adverse change.
  
            (b)  Discharged or satisfied any material lien or
       encumbrance, or paid or satisfied any material obligation
       or liability (absolute, accrued, contingent or otherwise)
       other than (i) liabilities shown or reflected on the June
       30, 1995 Balance Sheet contained in the HEALTHSOUTH
       September S-3 or (ii) liabilities incurred since the
       effective date of the HEALTHSOUTH September S-3 in the
       ordinary course of business, which discharge or
       satisfaction would have a material adverse effect on
       HEALTHSOUTH.
  
            (c)  Increased or established any reserve for taxes
       or any other liability on its books or otherwise provided
       therefor which would have a material adverse effect on
       HEALTHSOUTH, except as may have been required due to
       income or operations of HEALTHSOUTH since June 30, 1995.
  
            (d)  Mortgaged, pledged or subjected to any lien,
       charge or other encumbrance any of the assets, tangible
       or intangible, which assets are material to the
       consolidated business or financial condition of HEALTH-
       SOUTH.
  
            (e)  Sold or transferred any of the assets material
       to the consolidated business of HEALTHSOUTH, cancelled
       any material debts or claims or waived any material
       rights, except in the ordinary course of business.
  
            (f)  Granted any general or uniform increase in the
       rates of pay of employees or any material increase in
       salary payable or to become payable by HEALTHSOUTH to any
       officer or employee, consultant or agent (other than
       normal merit increases), or by means of any bonus or
       pension plan, contract or other commitment, increased in
       a material respect the compensation of any officer,
       employee, consultant or agent.
  
            (g)  Except for this Plan of Merger and any other
       agreement executed and delivered pursuant to this Plan of
       Merger, entered into any material transaction other than
       in the ordinary course of business or permitted under
       other Sections hereof.
  
            (h)  Issued any stock, bonds or other securities,
       other than stock options granted to employees or
       consultants of HEALTHSOUTH or warrants granted to third
       parties, all of which are described in the HEALTHSOUTH
       Documents.
  
       5.13 Retirement or Re-Acquisition of HEALTHSOUTH Common Stock. 
  HEALTHSOUTH has not agreed directly or indirectly to retire or re-
  acquire all or part of the shares of HEALTHSOUTH Common Stock
  issued pursuant to Section 2.1 hereof.
  
       5.14 Accounts Receivable.  (a)  Since June 30, 1995,
  HEALTHSOUTH has not changed any material principle or practice with
  respect to the recordation of accounts receivable or the
  calculation of reserves therefor, or any material collection,
  discount or write-off policy or procedure.  HEALTHSOUTH (including
  its subsidiaries and affiliated partnerships) is in compliance with
  the terms and conditions of all third-party payor arrangements
  relating to its accounts receivable, except to the extent that such
  noncompliance would not have a material adverse effect on
  HEALTHSOUTH.
  
       (b)  Without limiting the generality of the foregoing,
  HEALTHSOUTH and each of its subsidiaries and affiliated
  partnerships is in compliance with all Medicare and Medicaid
  provider agreements to which it is a party, except to the extent
  that such noncompliance would not have a material adverse effect on
  HEALTHSOUTH.
  
       5.15 Disposition of Assets of Surviving Corporation. 
  HEALTHSOUTH does not intend or plan to dispose of, or to cause the
  Surviving Corporation to dispose of, a significant part of the
  assets of the Surviving Corporation within two years after the
  Effective Time, other than dispositions in the ordinary course of
  business of the Surviving Corporation and dispositions intended to
  eliminate duplicate facilities or excess capacity.
  
       5.16 Vote Required.  An amendment to HEALTHSOUTH's Restated
  Certificate of Incorporation is required to increase the authorized
  number of shares of HEALTHSOUTH Common Stock to enable HEALTHSOUTH
  to have an adequate number of authorized shares to consummate the
  transactions contemplated hereby.  The affirmative vote of the
  holders of a majority of the outstanding shares of HEALTHSOUTH
  Common Stock entitled to vote thereon is the only vote of the
  holders in each class or series of HEALTHSOUTH capital stock
  necessary to approve such amendment, this Plan of Merger, the
  Merger and the transactions contemplated by this Plan of Merger.
  
       5.17 Opinion of Financial Advisor.  HEALTHSOUTH has received
  the oral opinion of Smith Barney to the effect that, as of the date
  of this Agreement, the Merger Consideration is fair to HEALTHSOUTH
  from a financial point of view, a written copy of which opinion
  will be delivered by HEALTHSOUTH to SCA prior to the date on which
  the definitive proxy materials for the Proxy Statement (as defined
  in Section 7.4(a)) are filed with the SEC.
  
       5.18 Tax Returns.  HEALTHSOUTH has filed all tax returns
  required to be filed by it or requests for extensions to file such
  returns or reports have been timely filed and granted and have not
  expired, except to the extent that such failures to file, taken
  together, do not have a material adverse effect on HEALTHSOUTH. 
  HEALTHSOUTH has made all payments shown as due on such returns. 
  HEALTHSOUTH has not been notified that any tax returns of HEALTH-
  SOUTH are currently under audit by the Internal Revenue Service or
  any state or local tax agency.  No agreements have been made by
  HEALTHSOUTH for the extension of time or the waiver of the statute
  of limitations for the assessment or payment of any federal, state
  or local taxes.
  
       5.19 Employee Benefit Plans; Employment Matters.  (a)  Except
  as disclosed in the HEALTHSOUTH September S-3, HEALTHSOUTH has
  neither established nor maintains nor is obligated to make
  contributions to or under or otherwise participate in (a) any bonus
  or other type of incentive compensation plan, program, agreement,
  policy, commitment, contract or arrangement (whether or not set
  forth in a written document), (b) any pension, profit-sharing,
  retirement or other plan, program or arrangement, or (c) any other
  employee benefit plan, fund or program, including, but not limited
  to, those described in Section 3(3) of ERISA.  All such plans have
  been operated and administered in all material respects in
  accordance with, as applicable, ERISA, the Internal Revenue Code of
  1986, as amended, Title VII of the Civil Rights Act of 1964, as
  amended, the Equal Pay Act of 1967, as amended, the Age Discrimi-
  nation in Employment Act of 1967, as amended, and the related rules
  and regulations adopted by those federal agencies responsible for
  the administration of such laws.  No act or failure to act by
  HEALTHSOUTH has resulted in a "prohibited transaction" (as defined
  in ERISA) with respect to the Plans that is not subject to a
  statutory or regulatory exception.  No "reportable event" (as
  defined in ERISA) has occurred with respect to any of the Plans
  which is subject to Title IV of ERISA.  Except as disclosed in the
  HEALTHSOUTH September S-3, HEALTHSOUTH has not previously made, is
  not currently making, and is not obligated in any way to make, any
  contributions to any multi-employer plan within the meaning of the
  Multi-Employer Pension Plan Amendments Act of 1980.
  
       (b)  Except as disclosed in the HEALTHSOUTH September S-3,
  HEALTHSOUTH is not a party to any oral or written (i) union, guild
  or collective bargaining agreement which agreement covers employees
  in the United States (nor is it aware of any union organizing
  activity currently being conducted in respect to any of its
  employees), (ii) agreement with any executive officer or other key
  employee the benefits of which are contingent, or the terms of
  which are materially altered, upon the occurrence of a transaction
  of the nature contemplated by this Plan of Merger and which
  provides for the payment of in excess of $100,000, or (iii)
  agreement or plan, including any stock option plan, stock
  appreciation rights plan, restricted stock plan or stock purchase
  plan, any of the benefits of which will be increased, or the
  vesting the benefits of which will be accelerated, by the occur-
  rence of any of the transactions contemplated by this Plan of
  Merger or the value of any of the benefits of which will be
  calculated on the basis of any of the transactions contemplated by
  this Plan of Merger.
  
       5.20 Compliance with Laws in General.  Except as disclosed in
  the HEALTHSOUTH September S-3, HEALTHSOUTH has not received any
  notices of material violations of any federal, state and local
  laws, regulations and ordinances relating to its business and
  operations, including, without limitation, the Federal
  Environmental Protection Act, the Occupational Safety and Health
  Act, the Americans with Disabilities Act, the Medicare or
  applicable Medicaid statutes and regulations and any Environmental
  Laws, and no notice of any pending inspection or violation of any
  such law, regulation or ordinance has been received by HEALTHSOUTH
  with respect to any alleged violation which, if it were determined
  that a violation occurred, would have a material adverse effect on
  HEALTHSOUTH.
  
       5.21 Licenses, Accreditation and Regulatory Approvals.  
  HEALTHSOUTH and its subsidiaries and affiliated partnerships hold
  all Licenses which are needed or required by law with respect to
  their businesses, operations and facilities as they are currently
  or presently conducted, except where the failure to possess such
  Licenses does not have a material adverse effect on HEALTHSOUTH and
  its subsidiaries and affiliated partnerships in the aggregate.  All
  such Licenses are in full force and effect, and HEALTHSOUTH is in
  compliance in all material respects with all conditions and
  requirements of the Licenses and with all rules and regulations
  relating thereto.  HEALTHSOUTH and its subsidiaries and affiliated
  partnerships are, to the extent applicable to their operations, (i)
  eligible to receive payment under Titles XVIII and XIX of the
  Social Security Act, (ii) providers under existing provider
  agreements with the Medicare program through the applicable
  intermediaries and (iii) in compliance with the conditions of
  participation in the Medicare program except for such noncompliance
  as does not have a material adverse effect on HEALTHSOUTH and its
  subsidiaries in the aggregate.  HEALTHSOUTH and its subsidiaries
  and affiliated partnerships have timely filed all requisite cost
  reports, claims and other reports required to be filed in
  connection with the Medicare, Medicaid and other governmental
  health programs due on or before the date hereof, all of which
  were, when filed, complete and correct in all material respects. 
  There are no current claims, actions or appeals pending, and
  neither HEALTHSOUTH nor its subsidiaries nor its affiliated
  partnerships have filed any claims or reports which should result
  in such claims, actions or appeals, before any commission, board or
  agency, including, without limitation, any intermediary or carrier,
  the Provider Reimbursement Review Board or the Administrator of the
  Health Care Financing Administration with respect to any Medicare
  cost reports or claims, or any disallowances in connection with any
  audit of such cost reports, which could have a material adverse
  effect on HEALTHSOUTH and its subsidiaries and affiliated
  partnerships in the aggregate.  The amounts established as
  provisions for adjustments by Medicare, Medicaid and other
  third-party payors on the financial statements set forth in the
  HEALTHSOUTH September S-3 are sufficient to pay any amounts for
  which HEALTHSOUTH may be liable.  To the best knowledge of
  HEALTHSOUTH, neither HEALTHSOUTH nor its subsidiaries and
  affiliated partnerships nor their respective employees have
  committed a violation of the Medicare and Medicaid fraud and abuse
  provisions of the Social Security Act.  Except as disclosed in the
  HEALTHSOUTH September S-3, any and all past litigation concerning
  such licenses, certificates of need and regulatory approvals, and
  all claims and causes of action raised therein, has been finally
  adjudicated.  No such license, certificate of need or regulatory
  approval has been revoked, conditioned (except as may be customary)
  or restricted, and, except as disclosed in the HEALTHSOUTH
  September S-3, no action (equitable, legal or administrative),
  arbitration or other process is pending, or to the best knowledge
  of HEALTHSOUTH, threatened, which in any way challenges the validly
  of, or seeks to revoke, condition or restrict any such license,
  certificate of need, or regulatory approval.  Subject to compliance
  with applicable securities laws, the HSR Act and other or local
  rules or regulations requiring notice, approval, or other action
  upon the occurrence of a change in control of SCA or any of the SCA
  subsidiaries or SCA Other Entities, the consummation of the Merger
  will not violate any law or restriction to which HEALTHSOUTH is
  subject.
  
       5.22 No Untrue Representation.  No representation or warranty
  by HEALTHSOUTH in this Plan of Merger, and no Exhibit or
  certificate issued by HEALTHSOUTH and furnished or to be furnished
  to SCA pursuant hereto, or in connection with the transactions
  contemplated hereby, contains or will contain any untrue statement
  of a material fact in response to the disclosure requested, or
  omits or will omit to state a material fact necessary to make the
  statement or facts contained therein in response to the disclosure
  requested not misleading in light of all of the circumstances then
  prevailing.
  
  Section 6.     Access to Information and Documents.
  
       6.1  Access to Information.  Between the date hereof and the
  Closing Date, each of SCA and HEALTHSOUTH will give to the other
  party and its counsel, accountants and other representatives full
  access to all the properties, documents, contracts, personnel files
  and other records of such party and shall furnish the other party
  with copies of such documents and with such information with
  respect to the affairs of such party as the other party may from
  time to time reasonably request.  Each party will disclose and make
  available to the other party and its representatives all books,
  contracts, accounts, personnel records, letters of intent, papers,
  records, communications with regulatory authorities and other docu-
  ments relating to the business and operations of such party.  In
  addition, SCA shall make available to HEALTHSOUTH all such banking,
  investment and financial information as shall be necessary to allow
  for the efficient integration of SCA's banking, investment and
  financial arrangements with those of HEALTHSOUTH at the Effective
  Time.
  
       6.2  Return of Records.  If the transactions contemplated
  hereby are not consummated and this Plan of Merger terminates, each
  party agrees to promptly return all documents, contracts, records
  or properties of the other party and all copies thereof furnished
  pursuant to this Section 6 or otherwise.    All information
  disclosed by any party or any affiliate or representative of any
  party shall be deemed to be "Confidential Information" under the
  terms of the Confidentiality Agreement dated October 5, 1995,
  between SCA and HEALTHSOUTH (the "Confidentiality Agreement").
  
       6.3  Effect of Access.  (a)  Nothing contained in this Section
  6 shall be deemed to create any duty or responsibility on the part
  of either party to investigate or evaluate the value, validity or
  enforceability of any contract, lease or other asset included in
  the assets of the other party.
  
       (b)  With respect to matters as to which any party has made
  express representations or warranties herein, the parties shall be
  entitled to rely upon such express representations and warranties
  irrespective of any investigations made by such parties, except to
  the extent that such investigations result in actual knowledge of
  the inaccuracy or falsehood of particular representations and
  warranties.
  
  Section 7.     Covenants.
  
       7.1  Preservation of Business.  SCA will use its reasonable
  best efforts to preserve the business organization of SCA intact,
  to keep available to HEALTHSOUTH and the Surviving Corporation the
  services of the present employees of SCA, and to preserve for
  HEALTHSOUTH and the Surviving Corporation the goodwill of the
  suppliers, customers and others having business relations with SCA.
  
       7.2  Material Transactions.  Prior to the Effective Time, SCA
  will not (other than as required pursuant to the terms of the Plan
  of Merger and the related documents, and other than with respect to
  transactions for which binding commitments have been entered into
  prior to the date hereof and transactions described on Exhibit 7.2
  to the Disclosure Schedule which do not vary materially from the
  terms set forth on such Exhibit 7.2), without first obtaining the
  written consent of HEALTHSOUTH:
  
            (a)  Encumber any asset or enter into any
       transaction or make any contract or commitment relating
       to the properties, assets and business of SCA, other than
       in the ordinary course of business or as otherwise
       disclosed herein.
  
            (b)  Enter into any employment contract which is not
       terminable upon notice of 30 days or less, at will, and
       without penalty to SCA except as provided herein.
  
            (c)  Enter into any contract or agreement (i) which
       cannot be performed within three months or less, or (ii)
       which involves the expenditure of over $100,000.
  
            (d)  Issue or sell, or agree to issue or sell, any
       shares of capital stock or other securities of SCA,
       except upon exercise of currently outstanding stock
       options or warrants (other than options or warrants to
       purchase up to 400,000 shares of SCA Common Stock issued
       in the ordinary course of SCA's business consistent with
       its past practices).
  
            (e)  Make any payment or distribution to the trustee
       under any bonus, pension, profit-sharing or retirement
       plan or incur any obligation to make any such payment or
       contribution which is not in accordance with SCA's usual
       past practice, or make any payment or contributions or
       incur any obligation pursuant to or in respect of any
       other plan or contract or arrangement providing for
       bonuses, executive incentive compensation, pensions,
       deferred compensation, retirement payments, profit-
       sharing or the like, establish or enter into any such
       plan, contract or arrangement, or terminate any Plan.
  
            (f)  Extend credit to anyone, except in the ordinary
       course of business consistent with prior practices.
  
            (g)  Guarantee the obligation of any person, firm or
       corporation, except in the ordinary course of business
       consistent with prior practices.
  
            (h)  Amend its Certificate of Incorporation or Bylaws.
  
            (i)  Take any action of a character described in
       Section 3.11(a) to 3.11(h), inclusive.
  
       7.3  Meetings of Stockholders.  (a)  Each of HEALTHSOUTH and
  SCA will take all steps necessary in accordance with their
  respective Certificates of Incorporation and Bylaws to call, give
  notice of, convene and hold meetings of their respective
  stockholders (the "Special Meetings") as soon as practicable after
  the effectiveness of the Registration Statement (as defined in
  Section 7.4 hereof), for the purpose of approving this Plan of
  Merger and for such other purposes as may be necessary (including
  any necessary increase in the number of authorized shares of
  HEALTHSOUTH Common Stock required for the consummation of the
  transactions contemplated hereby).  Unless this Plan of Merger
  shall have been validly terminated as provided herein, the Boards
  of Directors of HEALTHSOUTH and SCA (subject, in the case of SCA,
  to the provisions of Section 8.1(d) hereof) will (i) recommend to
  their respective stockholders the approval of this Plan of Merger,
  the transactions contemplated hereby and any other matters to be
  submitted to the stockholders in connection therewith, to the
  extent that such approval is required by applicable law in order to
  consummate the Merger, and (ii) use their respective reasonable,
  good faith efforts to obtain the approval by their respective
  stockholders of this Plan of Merger and the transactions
  contemplated hereby.
  
       (b)  Nothing contained herein shall affect the right of
  HEALTHSOUTH, the Subsidiary and SCA to take action by written
  consent in lieu of meeting to the extent permitted by applicable
  law and their respective Certificates of Incorporation and Bylaws.
  
       7.4  Registration Statement.  (a)  HEALTHSOUTH shall prepare
  and file with the Securities and Exchange Commission and any other
  applicable regulatory bodies, as soon as reasonably practicable, a
  Registration Statement on Form S-4 with respect to the shares of
  HEALTHSOUTH Common Stock to be issued in the Merger (the
  "Registration Statement"), and will otherwise proceed promptly to
  satisfy the requirements of the Securities Act of 1933, including
  Rule 145 thereunder.  Such Registration Statement shall contain a
  joint proxy statement of HEALTHSOUTH and SCA containing the
  information required by the Securities Exchange Act of 1934 (the
  "Proxy Statement").  HEALTHSOUTH shall take all reasonable steps to
  cause the Registration Statement to be declared effective and to
  maintain such effectiveness until all of the shares covered thereby
  have been distributed.  HEALTHSOUTH shall promptly amend or
  supplement the Registration Statement to the extent necessary in
  order to make the statements therein not misleading or to correct
  any misstatements which have become false or misleading. 
  HEALTHSOUTH shall use its reasonable, good faith efforts to have
  the Proxy Statement approved by the SEC under the provisions of the
  Securities Exchange Act of 1934.  HEALTHSOUTH shall provide SCA
  with copies of all filings made pursuant to this Section 7.4 and
  shall consult with SCA on responses to any comments made by the
  Staff of the SEC with respect thereto.
  
       (b)  The information specifically designated as being supplied
  by SCA for inclusion in the Registration Statement shall not, at
  the time the Registration Statement is declared effective, at the
  time the Proxy Statement is first mailed to holders of SCA Common
  Stock and holders of HEALTHSOUTH Common Stock, at the time of the
  Special Meetings and at the Effective Time, contain any untrue
  statement of a material fact or omit to state any material fact
  required to be stated therein or necessary in order to make the
  statements therein not misleading.  The information specifically
  designated as being supplied by SCA for inclusion in the Proxy
  Statement shall not, at the date the Proxy Statement (or any
  amendment thereof or supplement thereto) is first mailed to holders
  of SCA Common Stock and holders of HEALTHSOUTH Common Stock, at the
  time of the Special Meetings and at the Effective Time, contain any
  untrue statement of a material fact or omit to state any material
  fact required to be stated therein or necessary in order to make
  the statements therein, in the light of the circumstances under
  which they are made, not misleading.  If at any time prior to the
  Effective Time any event or circumstance relating to SCA, or its
  officers or directors, should be discovered by SCA which should be
  set forth in an amendment to the Registration Statement or a
  supplement to the Proxy Statement, SCA shall promptly inform
  HEALTHSOUTH. All documents, if any, that SCA is responsible for
  filing with the SEC in connection with the transactions
  contemplated herein will comply as to form and substance in all
  material respects with the applicable requirements of the
  Securities Act and the rules and regulations thereunder and the
  Exchange Act and the rules and regulations thereunder.
  
       (c)  The information specifically designated as being supplied
  by HEALTHSOUTH for inclusion in the Registration Statement shall
  not, at the time the Registration Statement is declared effective,
  at the time the Proxy Statement is first mailed to holders of SCA
  Common Stock and holders of HEALTHSOUTH Common Stock, at the time
  of the Special Meetings and at the Effective Time, contain any
  untrue statement of a material fact or omit to state any material
  fact required to be stated therein or necessary in order to make
  the statements therein not misleading.  The information
  specifically designated as being supplied by HEALTHSOUTH for
  inclusion in the Proxy Statement to be sent to the holders of SCA
  Common Stock in connection with the SCA Stockholders' Meeting and
  to the HEALTHSOUTH stockholders in connection with the HEALTHSOUTH
  Stockholders' Meeting shall not, at the date the Proxy Statement
  (or any amendment thereof or supplement thereto) is first mailed to
  holders of SCA Common Stock and holders of HEALTHSOUTH Common
  Stock, at the time of the Special Meetings or at the Effective
  Time, contain any untrue statement of a material fact or omit to
  state any material fact required to be stated therein or necessary
  in order to make the statements therein, in the light of the
  circumstances under which they are made, not misleading.  If at any
  time prior to the Effective Time any event or circumstance relating
  to HEALTHSOUTH or its officers or directors, should be discovered
  by HEALTHSOUTH which should be set forth in an amendment to the
  Registration Statement or a supplement to the Proxy Statement,
  HEALTHSOUTH shall promptly inform SCA and shall promptly file such
  amendment to the Registration Statement. All documents that
  HEALTHSOUTH is responsible for filing with the SEC in connection
  with the transactions contemplated herein will comply as to form
  and substance in all material respects with the applicable
  requirements of the Securities Act and the rules and regulations
  thereunder and the Exchange Act and the rules and regulations
  thereunder.
  
       (d)  Prior to the Closing Date, HEALTHSOUTH shall use its
  reasonable, good faith efforts to cause the shares of HEALTHSOUTH
  Common Stock to be issued pursuant to the Merger to be registered
  or qualified under all applicable securities or Blue Sky laws of
  each of the states and territories of the United States, and to
  take any other actions which may be necessary to enable the Common
  Stock to be issued pursuant to the Merger to be distributed in each
  such jurisdiction.
  
       (e)  Prior to the Closing Date, HEALTHSOUTH shall file an
  additional listing application (the "Listing Application") with the
  Exchange relating to the shares of HEALTHSOUTH Common Stock to be
  issued in connection with the Merger, and shall use its reasonable,
  good faith efforts to cause such shares of HEALTHSOUTH Common Stock
  to be approved for listing on the Exchange, upon official notice of
  issuance, prior to the Closing Date.
  
       (f)  SCA shall furnish all information to HEALTHSOUTH with
  respect to SCA and the SCA Subsidiaries and SCA Partnerships as
  HEALTHSOUTH may reasonably request for inclusion in the
  Registration Statement, the Proxy Statement and the Listing
  Application, and shall otherwise cooperate with HEALTHSOUTH in the
  preparation and filing of such documents.
  
       7.5  Exemption from State Takeover Laws.  SCA shall take all
  reasonable steps necessary to exempt the Merger from the
  requirements of any state takeover statute or other similar state
  law which would prevent or impede the consummation of the transac-
  tions contemplated hereby, by action of SCA's Board of Directors or
  otherwise.
  
       7.6  HSR Act Compliance.  HEALTHSOUTH and SCA shall promptly
  make their respective filings, and shall thereafter use their
  reasonable, good faith efforts to promptly make any required
  submissions, under the HSR Act with respect to the Merger and the
  transactions contemplated hereby.  HEALTHSOUTH and SCA will use
  their respective reasonable, good faith efforts to obtain all other
  permits, authorizations, consents and approvals from third parties
  and governmental authorities necessary to consummate the Merger and
  the transactions contemplated hereby.
  
       7.7  Public Disclosures.  HEALTHSOUTH and SCA will consult
  with each other before issuing any press release or otherwise
  making any public statement with respect to the transactions
  contemplated by this Plan of Merger, and shall not issue any such
  press release or make any such public statement prior to such
  consultation except as may be required by applicable law or
  requirements of the Exchange.  The parties shall issue a joint
  press release, mutually acceptable to HEALTHSOUTH and SCA, promptly
  upon execution and delivery of this Plan of Merger.
  
       7.8  Resignation of SCA Directors.  On or prior to the Closing
  Date, SCA shall deliver to HEALTHSOUTH evidence satisfactory to
  HEALTHSOUTH of the resignation of the Directors of SCA, such
  resignations to be effective on the Closing Date.
  
       7.9  Notice of Subsequent Events.  Each party hereto shall
  notify the other parties of any changes, additions or events which
  would cause any material change in or material addition to any
  Exhibit delivered by the notifying party under this Plan of Merger,
  promptly after the occurrence of the same.  If the effect of such
  change or addition would, individually or in the aggregate with the
  effect of changes or additions previously disclosed pursuant to
  this Section 7.9, constitute a material adverse effect on the
  notifying party, the non-notifying party may, within ten days after
  receipt of such notice, elect to terminate this Plan of Merger.  If
  the non-notifying party does not give written notice of such
  termination within such 10-day period, the non-notifying party
  shall be deemed to have consented to such change or addition and
  shall not be entitled to terminate this Plan of Merger by reason
  thereof.
  
       7.10 No Solicitations.  SCA may, directly or indirectly,
  furnish information and access, in response to unsolicited requests
  therefor, to the same extent permitted by Section 6.1, to any
  corporation, partnership, person or other entity or group, pursuant
  to appropriate confidentiality agreements, and may participate in
  discussions and negotiate with such corporation, partnership,
  person or other entity or group concerning any proposal to acquire
  SCA upon a merger, purchase of assets, purchase of or tender offer
  for shares of SCA Common Stock or similar transaction (an
  "Acquisition Transaction"), if the Board of Directors of SCA
  determines in its good faith judgment in the exercise of its
  fiduciary duties or the exercise of its duties under Rule 14e-2
  under the Exchange Act, after consultation with legal counsel and
  its financial advisors, that such action is appropriate in
  furtherance of the best interest of its stockholders.  Except as
  set forth above, SCA shall not, and will direct each officer,
  director, employee, representative and agent of SCA not to,
  directly or indirectly, encourage, solicit, participate in or
  initiate discussions or negotiations with or provide any
  information to any corporation, partnership, person or other entity
  or group (other than HEALTHSOUTH or an affiliate or associate or
  agent of HEALTHSOUTH) concerning any merger, sale of assets, sale
  of or tender offer for shares of SCA Common Stock or similar
  transactions involving SCA.  SCA shall promptly notify HEALTHSOUTH
  if it shall, on or after the date hereof, have entered into a
  confidentiality agreement with any third party in response to any
  unsolicited request for information and access in connection with
  a possible Acquisition Transaction involving such party, such
  notification to include the identity of such third party.
  
       7.11 Other Actions.   Subject to the provisions of Section
  7.10 hereof, none of SCA, HEALTHSOUTH and the Subsidiary shall
  knowingly or intentionally take any action, or omit to take any
  action, if such action or omission would, or reasonably might be
  expected to, result in any of its representations and warranties
  set forth herein being or becoming untrue in any material respect,
  or in any of the conditions to the Merger set forth in this Plan of
  Merger not being satisfied, or (unless such action is required by
  applicable law) which would materially adversely affect the ability
  of SCA or HEALTHSOUTH to obtain any consents or approvals required
  for the consummation of the Merger without imposition of a
  condition or restriction which would have a material adverse effect
  on the Surviving Corporation or which would otherwise materially
  impair the ability of SCA or HEALTHSOUTH to consummate the Merger
  in accordance with the terms of this Plan of Merger or materially
  delay such consummation.
  
       7.12 Accounting Methods.  Neither HEALTHSOUTH nor SCA shall
  change, in any material respect, its methods of accounting in
  effect at its most recent fiscal year end, except as required by
  changes in generally accepted accounting principles as concurred by
  such parties' independent accountants.
  
       7.13 Pooling and Tax-Free Reorganization Treatment.  Neither
  HEALTHSOUTH nor SCA shall intentionally take or cause to be taken
  any action, whether on or before the Effective Time, which would
  disqualify the Merger as a "pooling of interests" for accounting
  purposes or as a "reorganization" within the meaning of Section
  368(a) of the Internal Revenue Code of 1986, as amended.
  
       7.14 Affiliate and Pooling Agreements.  HEALTHSOUTH and SCA
  will each use their respective reasonable, good faith efforts to
  cause each of their respective Directors and executive officers and
  each of their respective "affiliates" (within the meaning of Rule
  145 under the Securities Act of 1933, as amended) to execute and
  deliver to HEALTHSOUTH as soon as practicable an agreement in the
  form attached hereto as Exhibit 7.14 relating to the disposition of
  shares of SCA Common Stock and shares of HEALTHSOUTH Common Stock
  held by such person and the shares of HEALTHSOUTH Common Stock
  issuable pursuant to this Plan of Merger.
  
       7.15 Cooperation.  (a)  HEALTHSOUTH and SCA shall together, or
  pursuant to an allocation of responsibility agreed to between them,
  (i) cooperate with one another in determining whether any filings
  required to be made or consents required to be obtained in any
  jurisdiction prior to the Effective Time in connection with the
  consummation of the transactions contemplated hereby and cooperate
  in making any such filings promptly and in seeking to obtain timely
  any such consents, (ii) use their respective best efforts to cause
  to be lifted any injunction prohibiting the Merger, or any part
  thereof, or the other transactions contemplated hereby, and (iii)
  furnish to one another and to one another's counsel all such
  information as may be required to effect the foregoing actions.
  
       (b)  Subject to the terms and conditions herein provided, and
  unless this Plan of Merger shall have been validly terminated as
  provided herein, each of HEALTHSOUTH and SCA shall use all
  reasonable efforts (i) to take, or cause to be taken, all actions
  necessary to comply promptly with all legal requirements which may
  be imposed on such party (or any subsidiaries or affiliates of such
  party) with respect to the Plan of Merger and to consummate the
  transactions contemplated hereby, subject to the votes of its
  stockholders described above, and (ii) to obtain (and to cooperate
  with the other party to obtain) any consent, authorization, order
  or approval of, or any exemption by, any governmental entity and/or
  any other public or private third party which is required to be
  obtained or made by such party or any of its subsidiaries or
  affiliates in connection with this Plan of Merger and the
  transactions contemplated hereby  Each of HEALTHSOUTH and SCA will
  promptly cooperate with and furnish information to the other in
  connection with any such burden suffered by, or requirement imposed
  upon, either of them or any of their subsidiaries or affiliates in
  connection with the foregoing.
  
       7.16 SCA Stock Options and Warrants.  (a)  As soon as
  reasonably practicable after the Effective Time of the Merger,
  HEALTHSOUTH shall deliver to the holders of SCA stock options and
  warrants appropriate notices setting forth such holders' rights
  pursuant to any stock option plans under which such SCA stock
  options were issued and any stock option agreements or warrant
  agreements evidencing such options or warrants, which shall
  continue in full force and effect on the same terms and conditions
  (subject to the adjustments required by Sections 2.1(d) or this
  Section 7.16 after giving effect to the Merger and the assumption
  of such options and warrants by HEALTHSOUTH as set forth herein) as
  in effect immediately prior to the Effective Time.  HEALTHSOUTH
  shall comply with the terms of the stock option plans, the stock
  option agreements and the warrant agreements as so adjusted, and
  shall use its reasonable, good faith efforts to ensure, to the
  extent required by, and subject to the provisions of, such plans or
  agreements, that the SCA stock options which qualified as incentive
  stock options prior to the Effective Time shall continue to qualify
  as incentive stock options after the Effective Time.
  
       (b)  HEALTHSOUTH shall take all corporate action necessary to
  reserve for issuance a sufficient number of shares of HEALTHSOUTH
  Common Stock for delivery upon exercise of the SCA stock options
  and warrants assumed by HEALTHSOUTH in accordance with Section
  2.1(d).  As soon as practicable after the Effective Time, HEALTH-
  SOUTH shall  file with the SEC a registration statement on Form S-8
  with respect to shares of HEALTHSOUTH Common Stock subject to such
  SCA stock options and shall use its best efforts to maintain the
  effectiveness of a registration statement or registration
  statements covering such options (and maintain the current status
  of the prospectus or prospectuses contained therein) for so long as
  such SCA stock options remain outstanding.  HEALTHSOUTH shall
  administer the plans assumed pursuant to Section 2.1(d) hereof in
  a manner that complies with Rule 16b-3 promulgated under the
  Exchange Act to the extent the applicable plan complied with such
  rule prior to the Merger.
  
       (c)  Except to the extent otherwise agreed to by the parties,
  all restrictions or limitations on transfer and vesting with
  respect to the SCA stock options awarded under any plan, program,
  or arrangement of SCA or any of its subsidiaries, to the extent
  that such restrictions or limitations shall not have already
  lapsed, shall remain in full force and effect with respect to such
  options after giving effect to the Merger and the assumption by
  HEALTHSOUTH as set forth above.
  
       7.17 Publication of Combined Results.  HEALTHSOUTH agrees that
  within 20 days after the end of the first calendar month following
  at least 30 days after the Effective Time, HEALTHSOUTH shall cause
  publication of the combined results of operations of HEALTHSOUTH
  and SCA.  For purposes of this Section 7.17, the term "publication"
  shall have the meaning provided in SEC Accounting Series Release
  No. 135.
  
       7.18 SCA Employees.  HEALTHSOUTH shall retain all employees of
  SCA who are employed at the Effective Time as employees-at-will
  (except to the extent that such employees are parties to contracts
  providing for other employment terms, in which case such employees
  shall be retained in accordance with the terms of such contracts)
  and shall provide such employees with the same customary employee
  benefits as HEALTHSOUTH provides its existing employees.
  
       7.19 HEALTHSOUTH Board of Directors.  Immediately following
  the Effective Time, HEALTHSOUTH shall cause Joel C. Gordon to be
  appointed to the Board of Directors of HEALTHSOUTH.
  
  Section 8.     Termination, Amendment and Waiver.
  
       8.1  Termination.  This Plan of Merger may be terminated at
  any time prior to the Effective Time, whether before or after
  approval of matters presented in connection with the Merger by the
  holders of shares of SCA Common Stock and the holders of HEALTH-
  
  SOUTH Common Stock:
  
            (a)  by mutual written consent of HEALTHSOUTH and
       SCA;
  
            (b)  by either HEALTHSOUTH or SCA:
  
            (i)  if, upon a vote at a duly held meeting
          of stockholders or any adjournment thereof, any
          required approval of the holders of shares of SCA
          Common Stock or the holders of HEALTHSOUTH Common
          Stock shall not have been obtained;
     
            (ii) if the Merger shall not have been
          consummated on or before March 31, 1996, unless
          the failure to consummate the Merger is the result
          of a willful and material breach of this Plan of
          Merger by the party seeking to terminate this Plan
          of Merger; provided, however, that the passage of
          such period shall be tolled for any part thereof
          (but not exceeding 60 days in the aggregate)
          during which any party shall be subject to a
          nonfinal order, decree, ruling or action
          restraining, enjoining or otherwise prohibiting
          the consummation of the Merger or the calling or
          holding of a meeting of stockholders;
     
            (iii)     if any court of competent
          jurisdiction or other governmental entity shall
          have issued an order, decree or ruling or taken
          any other action permanently enjoining,
          restraining or otherwise prohibited the Merger and
          such order, decree, ruling or other action shall
          have become final and nonappealable;
     
            (iv) in the event of a breach by the other
          party of any representation, warranty, covenant or
          other agreement contained in this Plan of Merger
          which (A) would give rise to the failure of a
          condition set forth in Section 9.2(a) or (b) or
          Section 9.3(a) or (b), as applicable, and (B)
          cannot be or has not been cured within 30 days
          after the giving of written notice to the
          breaching party of such breach (a "Material
          Breach") (provided that the terminating party is
          not then in Material Breach of any representation,
          warranty, covenant or other agreement contained in
          this Plan of Merger); or
     
            (v)  if either HEALTHSOUTH or SCA gives
          notice of termination pursuant to Section 7.9;
     
            (c)  By either HEALTHSOUTH or SCA in the event that
       (i) all of the conditions to the obligation of such party
       to effect the Merger set forth in Section 9.1 shall have
       been satisfied and (ii) any condition to the obligation
       of such party to effect the Merger set forth in Section
       9.2 (in the case of HEALTHSOUTH) or Section 9.3 (in the
       case of SCA) is not capable of being satisfied prior to
       the end of the period referred to in Section 8.1(b)(ii);
  
            (d)  By SCA, if SCA's Board of Directors shall have
       (i) determined, in the exercise of its fiduciary duties
       under applicable law, not to recommend the Merger to the
       holders of SCA Common Stock or shall have withdrawn such
       recommendation or (ii) approved, recommended or endorsed
       any Acquisition Transaction (as defined in Section 7.10)
       other than this Plan of Merger or (iii) resolved to do
       any of the foregoing; 
  
            (e)  By either HEALTHSOUTH or SCA, if the condition
       set forth in Section 9.1(g)(i) is not satisfied by
       October 31, 1995; or
  
            (f)  Subject to the provisions of Section 8.7 below,
       by SCA, if the Base Period Trading Price shall be less
       than $20.00.
  
       8.2  Effect of Termination.  In the event of termination of
  this Plan of Merger as provided in Section 8.1, this Plan of Merger
  shall forthwith become void and have no effect, without any
  liability or obligation on the part of any party, other than the
  provisions of Sections 6.2, 8.2 and 8.6, and except to the extent
  that such termination results from the willful and material breach
  by a party of any of its representations, warranties, covenants or
  other agreements set forth in this Plan of Merger.
  
       8.3  Amendment.  This Plan of Merger may be amended by the
  parties at any time before or after any required approval of
  matters presented in connection with the Merger by the holders of
  SCA Shares or holders of HEALTHSOUTH Common Stock; provided,
  however, that after any such approval, there shall be made no
  amendment that pursuant to Section 251(d) of the DGCL requires
  further approval by such stockholders without the further approval
  of such stockholders.  This Plan of Merger may not be amended
  except by an instrument in writing signed on behalf of each of the
  parties.
  
       8.4  Extension; Waiver.  At any time prior to the Effective
  Time of the Merger, the parties may (a) extend the time for the
  performance of any of the obligations or other acts of the other
  parties, (b) waive any inaccuracies in the representations and
  warranties contained in this Plan of Merger or in any document
  delivered pursuant to this Plan of Merger or (c) subject to the
  proviso of Section 8.3, waive compliance with any of the agreements
  or conditions contained in this Plan of Merger.  Any agreement on
  the part of a party to any such extension or waiver shall be valid
  only if set forth in an instrument in writing signed on behalf of
  such party.  The failure of any party to this Plan of Merger to
  assert any of its rights under this Plan of Merger or otherwise
  shall not constitute a waiver of such rights, except as otherwise
  provided in Section 7.9.
  
       8.5  Procedure for Termination, Amendment, Extension or
  Waiver.  A termination of this Plan of Merger pursuant to Section
  8.1, an amendment of this Plan of Merger pursuant to Section 8.3,
  or an extension or waiver pursuant to Section 8.4 shall, in order
  to be effective, require in the case of HEALTHSOUTH, the Subsidiary
  or SCA, action by its Board of Directors or the duly authorized
  designee of the Board of Directors.
  
       8.6  Expenses; Break-up Fees.  (a)  All costs and expenses
  incurred in connection with this Plan of Merger and the
  transactions contemplated hereby shall be paid by the party
  incurring such expense, except that expenses (other than legal,
  accounting and investment banking costs, which shall be paid by the
  party incurring such expenses) incurred in connection with
  preparing, filing, printing and mailing the Proxy Statement and the
  Registration Statement shall be shared equally by SCA and
  HEALTHSOUTH.
  
       (b)  (i)  If this Plan of Merger is terminated by SCA pursuant
  to Section 8.1(d), and within one year after the effective date of
  such termination SCA is the subject of a Third Party Acquisition
  Event with any Person (as defined in Sections 3(a)(9) and 13(d)(3)
  of the Exchange Act) (other than a party hereto), then at the time
  of consummation of such a Third Party Acquisition Event, SCA shall
  pay to HEALTHSOUTH a break-up fee of 3.25% of the aggregate Merger
  Consideration (determined as it would have been calculated on the
  effective date of termination of this Plan of Merger, substituting
  the effective date of such termination for the Closing Date in
  calculating the Base Period Trading Price) in immediately available
  funds, which fee represents the parties' best estimates of the out-
  of-pocket costs incurred by HEALTHSOUTH and the value of management
  time, overhead, opportunity costs and other unallocated costs of
  HEALTHSOUTH incurred by or on behalf of HEALTHSOUTH in connection
  with this Plan of Merger.  SCA shall not enter into any agreement
  with respect to any Third Party Acquisition Event which does not,
  as a condition precedent to the consummation of such Third Party
  Acquisition Event, require such break-up fee to be paid to
  HEALTHSOUTH upon such consummation.
  
            (ii) As used herein, the term "Third Party Acquisition
  Event" shall mean either of the following:
  
            (A)  SCA shall consummate any Acquisition
       Transaction (as defined in Section 7.10); or
       
            (B)  any Person (other than a party hereto or its
       affiliates) shall have acquired beneficial ownership (as
       such term is defined in Rule 13d-3 under the Exchange
       Act) or the right to acquire beneficial ownership of, or
       a new group has been formed which beneficially owns or
       has the right to acquire beneficial ownership of, 30% or
       more of the outstanding SCA Common Stock.
  
       (c)  SCA acknowledges that the provisions for the payment of
  break-up fees and allocation of expenses contained in this Section
  8.6 are an integral part of the transactions contemplated by this
  Plan of Merger and that, without these provisions, HEALTHSOUTH
  would not have entered into this Plan of Merger.  Accordingly, if
  a break-up fee shall become due and payable by SCA, and SCA shall
  fail to pay such amount when due pursuant to this Section, and, in
  order to obtain such payment, suit is commenced which results in a
  judgment against SCA therefor, SCA shall pay HEALTHSOUTH reasonable
  costs and expenses (including reasonable attorneys' fees) in
  connection with such suit, together with interest computed on any
  amounts determined to be due pursuant to this Section (computed
  from the date upon which such amounts were due and payable pursuant
  to this Section) and such costs (computed from the date incurred)
  at the prime rate of interest announced from time to time by
  NationsBank, N.A. (Carolinas).  The obligations of SCA under this
  Section 8.6 shall survive any termination of this Plan of Merger.
  
       8.7  Certain Rights of HEALTHSOUTH.  If SCA proposes to
  terminate this Plan of Merger pursuant to Section 8.1(f) hereof,
  SCA shall first notify HEALTHSOUTH in writing of its intent to so
  terminate this Plan of Merger.  HEALTHSOUTH shall then have not
  less than 48 hours (the exact deadline to be set by SCA) from the
  time of receipt of written notice by SCA to submit a final and best
  offer (a "Final Offer") for a change in the Merger Consideration. 
  If such Final Offer is accepted by SCA (as determined by SCA' Board
  of Directors after consulting with its legal counsel and financial
  advisers), SCA, the Subsidiary and HEALTHSOUTH shall amend this
  Plan of Merger to reflect such Final Offer and shall make any
  appropriate amendments to the Registration Statement and the Proxy
  Statement.  
  Section 9.  Conditions to Closing.
  
       9.1  Mutual Conditions.  The respective obligations of each
  party to effect the Merger shall be subject to the satisfaction, at
  or prior to the Closing Date of the following conditions (any of
  which may be waived in writing by HEALTHSOUTH and SCA):
  
            (a)  None of HEALTHSOUTH, the Subsidiary or SCA nor
       any of their respective subsidiaries shall be subject to
       any order, decree or injunction by a court of competent
       jurisdiction which (i) prevents or materially delays the
       consummation of the Merger or (ii) would impose any
       material limitation on the ability of HEALTHSOUTH
       effectively to exercise full rights of ownership of the
       Common Stock of the Surviving Corporation or any material
       portion of the assets or business of SCA, the SCA
       Subsidiaries and the SCA Partnerships, taken as a whole.
  
            (b)  No statute, rule or regulation shall have been
       enacted by the government (or any governmental agency) of
       the United States or any state, municipality or other
       political subdivision thereof that makes the consummation
       of the Merger and any other transaction contemplated
       hereby illegal.
  
            (c)  Any waiting period (and any extension thereof)
       applicable to the consummation of the Merger under the
       HSR Act shall have expired or been terminated.
  
            (d)  The Registration Statement shall have been
       declared effective and no stop order with respect to the
       Registration Statement shall be in effect.
  
            (e)  The holders of HEALTHSOUTH Common Stock and the
       holders of SCA Shares shall have approved the adoption of
       this Plan of Merger and any other matters submitted to
       them in accordance with the provisions of Section 7.3
       hereof.
  
            (f)  The shares of HEALTHSOUTH Common Stock to be
       issued in connection with the Merger shall have been
       approved for listing on the Exchange and shall have been
       issued pursuant to an effective registration statement
       (which is subject to no stop order).
  
            (g)  The Merger shall qualify for "pooling of
       interests" accounting treatment, and HEALTHSOUTH and SCA
       shall each have received letters to that effect from
       Ernst & Young, LLP, independent accountants for
       HEALTHSOUTH, dated (i) not later than October 31, 1995,
       (ii) the date of the mailing of the Proxy Statement and
       (iii) the Closing Date.
  
            (h)  HEALTHSOUTH and the Subsidiary shall have
       obtained, or obtained the transfer of, any licenses,
       certificates of need and other regulatory approvals
       necessary to allow the Surviving Corporation to operate
       the SCA facilities, unless the failure to obtain such
       transfer or approval would not have a material adverse
       effect on the Surviving Corporation.  
  
            (i)  HEALTHSOUTH and the Subsidiary shall have
       received all consents, approvals and authorizations of
       third parties with respect to all material leases and
       management agreements to which the SCA Subsidiaries and
       the SCA Other Entities are parties, which consents,
       approvals and authorizations are required of such third
       parties by such documents, in form and substance
       acceptable to HEALTHSOUTH, except where the failure to
       obtain such consent, approval or authorization would not
       have a material effect on the business of the Surviving
       Corporation.
  
       9.2  Conditions to Obligations of HEALTHSOUTH and the
  Subsidiary.  The obligations of HEALTHSOUTH and the Subsidiary to
  consummate the Merger and the other transactions contemplated
  hereby shall be subject to the satisfaction, at or prior to the
  Closing Date, of the following conditions (any of which may be
  waived by HEALTHSOUTH and the Subsidiary):
  
            (a)  Each of the agreements of SCA to be performed
       at or prior to the Closing Date pursuant to the terms
       hereof shall have been duly performed in all material
       respects, and SCA shall have performed, in all material
       respects, all of the acts required to be performed by it
       at or prior to the Closing Date by the terms hereof.
  
            (b)  The representations and warranties of SCA set
       forth in Section 3.11(a) shall be true and correct as of
       the date of this Plan of Merger and as of the Closing
       Date.  The representations and warranties of SCA set
       forth in this Plan of Merger that are qualified as to
       materiality shall be true and correct, and those that are
       not so qualified shall be true and correct in all
       material respects, as of the date of this Plan of Merger
       and as of the Closing as though made at and as of such
       time, except to the extent such representations and
       warranties expressly relate to an earlier date (in which
       case such representations and warranties that are
       qualified as to materiality shall be true and correct,
       and those that are not so qualified shall be true and
       correct in all material respects, as of such earlier
       date); provided, however, that SCA shall not be deemed to
       be in breach of any such representations or warranties by
       taking any action permitted (or approved by HEALTHSOUTH)
       under Section 7.2.   HEALTHSOUTH and the Subsidiary shall
       have been furnished with a certificate, executed by a
       duly authorized officer of SCA, dated the Closing Date,
       certifying in such detail as HEALTHSOUTH and the
       Subsidiary may reasonably request as to the fulfillment
       of the foregoing conditions.
  
            (c)  HEALTHSOUTH shall have received an opinion from
       Haskell Slaughter Young & Johnston, Professional
       Association, to the effect that the merger will
       constitute a reorganization within the meaning of Section
       368(a) of the Internal Revenue Code of 1986, as amended,
       which opinion may be based upon reasonable
       representations of fact provided by officers of HEALTH-
       SOUTH, SCA and the Subsidiary.
  
            (d)  HEALTHSOUTH shall have received an opinion from
       Waller Lansden Dortch & Davis substantially to the effect
       set forth in Exhibit 9.2(d) hereto.
  
            (e)  The Proxies dated of even date herewith
       executed by those persons identified on Exhibit 9.1(e) 
       in favor of HEALTHSOUTH shall be and remain in full force
       and effect.
  
       9.3  Conditions to Obligations of SCA.  The obligations of SCA
  to consummate the Merger and the other transactions contemplated
  hereby shall be subject to the satisfaction, at or prior to the
  Closing Date, of the following conditions (any of which may be
  waived by SCA):
  
            (a)  Each of the agreements of HEALTHSOUTH and the
       Subsidiary to be performed at or prior to the Closing
       Date pursuant to the terms hereof shall have been duly
       performed, in all material respects, and HEALTHSOUTH and
       the Subsidiary shall have performed, in all material
       respects, all of the acts required to be performed by
       them at or prior to the Closing Date by the terms hereof.
  
            (b)  The representations and warranties of
       HEALTHSOUTH set forth in Section 5.12(i) shall be true
       and correct as of the date of this Plan of Merger and as
       of the Closing Date.  The representations and warranties
       of HEALTHSOUTH set forth in this Plan of Merger that are
       qualified as to materiality shall be true and correct,
       and those that are not so qualified shall be true and
       correct in all material respects, as of the date of this
       Plan of Merger and as of the Closing as though made at
       and as of such time, except to the extent such
       representations and warranties expressly relate to an
       earlier date (in which case such representations and
       warranties that are qualified as to materiality shall be
       true and correct, and those that are not so qualified
       shall be true and correct in all material respects, as of
       such earlier date).   SCA shall have been furnished with
       a certificate, executed by duly authorized officers of
       HEALTHSOUTH and the Subsidiary, dated the Closing Date,
       certifying in such detail as SCA may reasonably request
       as to the fulfillment of the foregoing conditions.
  
            (c)  SCA shall have received an opinion from
       Skadden, Arps, Slate, Meagher & Flom to the effect that
       the Merger will constitute a reorganization with the
       meaning of Section 368(a) of the Internal Revenue Code of
       1986, as amended, which opinion may be based upon
       reasonable representations of fact provided by officers
       of HEALTHSOUTH, SCA and the Subsidiary.
  
            (d)  SCA shall have received an opinion from Haskell
       Slaughter Young & Johnston, Professional Association,
       substantially to the effect set forth in Exhibit 9.3(d)
       hereto.
  
  Section 10.     Miscellaneous.
  
       10.1 Nonsurvival of Representations and Warranties.  None of
  the representations and warranties in this Plan of Merger or in any
  instrument delivered pursuant to this Plan of Merger shall survive
  the Effective Time.
  
       10.2 Notices.  Any communications required or desired to be
  given hereunder shall be deemed to have been properly given if sent
  by hand delivery or by facsimile and overnight courier to the
  parties hereto at the following addresses, or at such other address
  as either party may advise the other in writing from time to time:
  
            If to HEALTHSOUTH:
  
                 HEALTHSOUTH Corporation
                 Two Perimeter Park South
                 Birmingham, Alabama  35243
                 Attention:  Michael D. Martin
                 Facsimile:  (205) 969-4719
  
            with a copy to:
  
                 William W. Horton, Esq.
                 HEALTHSOUTH Corporation
                 Two Perimeter Park South
                 Birmingham, Alabama  35243
                 Facsimile:  (205) 969-4732
  
                 and
  
                 J. Brooke Johnston, Jr., Esq.
                 Haskell Slaughter Young & Johnston, 
                   Professional Association
                 1200 AmSouth/Harbert Plaza
                 1901 Sixth Avenue North
                 Birmingham, Alabama  35203
                 Facsimile:  (205) 324-1133
  
            If to SCA:
            
                 Surgical Care Affiliates, Inc.
                 102 Woodmont Boulevard
                 Suite 610
                 Nashville, Tennessee 37205
                 Attention:  Tarpley B. Jones
                 Facsimile:  (615) 298-5641
  
            with a copy to:
  
                 Skadden, Arps, Slate, Meagher & Flom
                 919 Third Avenue
                 New York, New York 10022
                 Attention:  Alan C. Myers, Esq.
                 Facsimile:  (212) 735-3609
  
                 and
  
                 Waller Lansden Dortch & Davis
                 Nashville City Center
                 511 Union Street
                 Suite 2100
                 Nashville, Tennessee 37219-1760
                 Attention:  J. Reginald Hill, Esq.
                 Facsimile:  (615) 244-6804
  
  All such communications shall be deemed to have been delivered on
  the date of hand delivery or on the next business day following the
  deposit of such communications with the overnight courier.
  
       10.3 Further Assurances.  Each party hereby agrees to perform
  any further acts and to execute and deliver any documents which may
  be reasonably necessary to carry out the provisions of this Plan of
  Merger.
  
       10.4 Indemnification.  (a)  SCA shall, and from and after the
  Effective Time HEALTHSOUTH and the Surviving Corporation shall,
  indemnify, defend and hold harmless each person who is now, or has
  been at any time prior to the date of this Plan of Merger or who
  becomes prior to the Effective Time, an officer, director or
  employee of SCA or any of its subsidiaries (the "Indemnified
  Parties") against (i) all losses, claims, damages, costs, expenses,
  liabilities or judgments, or amounts that are paid in settlement
  with the approval of the indemnifying party (which approval shall
  not be unreasonably withheld) of, or in connection with, any claim,
  action, suit, proceeding or investigation based in whole or in part
  on or arising in whole or in part out of the fact that such person
  is or was a director, officer or employee of SCA or any of its
  subsidiaries, whether pertaining to any matter existing or
  occurring at or prior to, or at or after, the Effective Time
  ("Indemnified Liabilities") and (ii) all Indemnified Liabilities
  based in whole or in part on, or arising in whole or in part out
  of, or pertaining to this Plan of Merger, the Merger or any other
  transactions contemplated hereby or thereby, in each case to the
  full extent a corporation is permitted under the DGCL to indemnify
  its own directors, officers and employees, as the case may be (and
  HEALTHSOUTH and the Surviving Corporation, as the case may be, will
  pay expenses in advance of the final disposition of any such action
  or proceeding to each Indemnified Party to the full extent
  permitted by law upon receipt of any undertaking contemplated by
  Section 145(e) of the DGCL).  Without limiting the foregoing, in
  the event any such claim, action, suit, proceeding or investigation
  is brought against any Indemnified Party (whether arising before or
  after the Effective Time), (i) the Indemnified Parties may retain
  counsel satisfactory to them and SCA (or them and HEALTHSOUTH and
  the Surviving Corporation after the Effective Time), (ii) SCA (or
  after the Effective Time, HEALTHSOUTH and the Surviving
  Corporation) shall pay all reasonable fees and expenses of such
  counsel for the Indemnified Parties promptly as statements therefor
  are received and (iii) SCA (or after the Effective Time,
  HEALTHSOUTH and the Surviving Corporation) will use all reasonable
  efforts to assist in the vigorous defense of any such matter,
  provided that none of SCA, HEALTHSOUTH or the Surviving Corporation
  shall be liable for any settlement of any claim effected without
  its written consent, which consent, however, shall not be
  unreasonably withheld.  Any Indemnified Party wishing to claim
  indemnification under this Section 10.4, upon learning of any such
  claim, action, suit, proceeding or investigation, shall notify SCA,
  HEALTHSOUTH or the Surviving Corporation (but the failure so to
  notify an Indemnifying Party shall nor relieve it from any
  liability which it may have under this Section 10.4 except to the
  extent such failure prejudices such party), and shall deliver to
  SCA (or after the Effective Time, HEALTHSOUTH and the Surviving
  Corporation) the undertaking contemplated by Section 145(e) of the
  DGCL.  The Indemnified Parties as a group may retain only one law
  firm to represent them with respect to such matter unless there is,
  under applicable standards of professional conduct, a conflict on
  any significant issue between the positions of any two or more
  Indemnified Parties.
  
       (b)  For a period of three years after the Effective Time,
  HEALTHSOUTH shall cause to be maintained in effect the current
  policies of directors' and officers' liability insurance maintained
  by SCA (provided that HEALTHSOUTH may substitute therefor policies
  of at least the same coverage and amounts containing terms and
  conditions which are no less advantageous) with respect to claims
  arising from facts or events which occurred at or prior to the
  Effective Time, to the extent such liability insurance can be
  maintained at an annual cost not greater than 150% of SCA' 1995
  annual premium for its directors' and officers' liability
  insurance; provided, however, that if HEALTHSOUTH in unable to
  maintain or obtain the insurance called for by this Section 10.4(b)
  at such annual cost, HEALTHSOUTH shall obtain as much comparable
  insurance as is available at such annual cost.
  
       (c)  The provisions of this Section 10.4 are intended to be
  for the benefit of, and shall be enforceable by, each Indemnified
  Party and his or her heirs and representatives.
  
       10.5 Governing Law.  This Plan of Merger shall be interpreted,
  construed and enforced in accordance with the laws of the State of
  Delaware, applied without giving effect to any conflicts-of-law
  principles.
  
       10.6 "Including".  The word "including", when following any
  general statement, term or matter, shall not be construed to limit
  such statement, term or matter to the specific terms or matters as
  provided immediately following the word "including" or to similar
  items or matters, whether or not non-limiting language (such as
  "without limitation", "but not limited to", or words of similar
  import) is used with reference to the word "including" or the
  similar items or matters, but rather shall be deemed to refer to
  all other items or matters that could reasonably fall within the
  broadest possible scope of the general statement, term or matter.
  
       10.7 "Knowledge".  "To the knowledge", "to the best knowledge,
  information and belief", or any similar phrase shall be deemed to
  refer to the knowledge of the Chairman of the Board, Chief
  Executive Officer or Chief Financial Officer of a party and to
  include the assurance that such knowledge is based upon a
  reasonable investigation, unless otherwise expressly provided.
  
       10.8 "Material adverse change" or "material adverse effect". 
  "Material adverse change" or "material adverse effect" means, when
  used in connection with SCA or HEALTHSOUTH, any change, effect,
  event or occurrence that has, or is reasonably likely to have,
  individually or in the aggregate, a material adverse impact on the
  business or financial position of such party and its subsidiaries
  taken as a whole; provided, however, that "material adverse change"
  and "material adverse effect" shall be deemed to exclude the impact
  of (i) changes in generally accepted accounting principles and (ii)
  any changes resulting from any restructuring or other similar
  charges or write-offs taken by SCA with the consent of HEALTHSOUTH;
  provided, however, that no such changes or write-offs will be taken
  if such would adversely affect pooling-of-interests accounting
  treatment for the Merger.  
  
       10.9 "Hazardous Materials".  The term "Hazardous Materials"
  means any material which has been determined by any applicable
  governmental authority to be harmful to the health or safety of
  human or animal life or vegetation, regardless of whether such
  material is found on or below the surface of the ground, in any
  surface or underground water, airborne in ambient air or in the air
  inside any structure built or located upon or below the surface of
  the ground or in building materials or in improvements of any
  structures, or in any personal property located or used in any such
  structure, including, but not limited to, all hazardous substances,
  imminently hazardous substances, hazardous wastes, toxic
  substances, infectious wastes, pollutants and contaminants from
  time to time defined, listed, identified, designated or classified
  as such under any Environmental Laws (as defined in Section 10.10)
  regardless of the quantity of any such material.
  
       10.10     Environmental Laws.  The term "Environmental Laws"
  means any federal, state or local statute, regulation, rule or
  ordinance, and any judicial or administrative interpretation
  thereof, regulating the use, generation, handling, storage,
  transportation, discharge, emission, spillage or other release of
  Hazardous Materials or relating to the protection of the
  environment.
  
       10.11     Taxes.   For purposes of this Agreement, the term
  "tax" or "taxes" shall mean all taxes, charges, fees, levies,
  penalties or other assessment imposed by any United States federal,
  state, local or foreign taxing authority, including, but not
  limited to, income, excise, property, sales, transfer, franchise,
  payroll, withholding, Social Security or other taxes, including any
  interest, penalties or additions attributable thereto.  For
  purposes of this Agreement, the term "tax return" shall mean any
  return, report, information return or other document (including any
  related or supporting information) with respect to taxes.
  
       10.12     Captions.  The captions or headings in this Plan of
  Merger are made for  convenience and general reference only and
  shall not be construed to describe, define or limit the scope or
  intent of the provisions of this Plan of Merger.
  
       10.13     Integration of Exhibits.  All Exhibits attached to
  this Plan of Merger are integral parts of this Plan of Merger as if
  fully set forth herein, and all statements appearing therein shall
  be deemed disclosed for all purposes and not only in connection
  with the specific representation in which they are explicitly
  referenced.
  
       10.14     Entire Agreement.  This instrument, including all
  Exhibits attached hereto, together with the Confidentiality
  Agreement, contains the entire agreement of the parties and
  supersedes any and all prior or contemporaneous agreements between
  the parties, written or oral, with respect to the transactions con-
  
  templated hereby.  It may not be changed or terminated orally, but
  may only be changed by an agreement in writing signed by the party
  or parties against whom enforcement of any waiver, change,
  modification, extension, discharge or termination is sought.
  
       10.15     Counterparts.  This Plan of Merger may be executed
  in several counterparts, each of which, when so executed, shall be
  deemed to be an original, and such counterparts shall, together,
  constitute and be one and the same instrument.
  
       10.16     Binding Effect.  This Plan of Merger shall be
  binding on, and shall inure to the benefit of, the parties hereto,
  and their respective successors and assigns, and, except as
  provided in Section 10.4, no other person shall acquire or have any
  right under or by virtue of this Plan of Merger.  No party may
  assign any right or obligation hereunder without the prior written
  consent of the other parties.
  
       10.17     No Rule of Construction.  The parties acknowledge
  that this Plan of Merger was initially prepared by HEALTHSOUTH, and
  that all parties have read and negotiated the language used in this
  Plan of Merger.  The parties agree that, because all parties
  participated in negotiating and drafting this Plan of Merger, no
  rule of construction shall apply to this Plan of Merger which
  construes ambiguous language in favor of or against any party by
  reason of that party's role in drafting this Plan of Merger.
  
       IN WITNESS WHEREOF, HEALTHSOUTH, the Subsidiary and SCA have
  caused this Plan and Agreement of Merger to be executed by their
  respective duly authorized officers, and have caused their
  respective corporate seals to be hereunto affixed, all as of the
  day and year first above written.
  
                               SURGICAL CARE AFFILIATES, INC.
  
                               By /s/ Joel C. Gordon
                               Joel C. Gordon
                               Chairman and Chief Executive Officer
                                 
  
  ATTEST:
  
  /s/ Tarpley B. Jones
  Tarpley B. Jones
  Secretary
  
  [ CORPORATE SEAL ]
  
                               HEALTHSOUTH Corporation
  
                               By /s/ Richard M. Scrushy
                               Richard M. Scrushy
                               Chairman of the Board and
                               Chief Executive Officer
  
  ATTEST:
  
  /s/ Anthony J. Tanner
  Anthony J. Tanner
  Secretary
  
  [ CORPORATE SEAL ]
  
                               CATS ACQUISITION CORPORATION
      
  
                               By /s/ Richard M. Scrushy 
                               Richard M. Scrushy
                               President
  
  ATTEST:
  
  /s/ Anthony J. Tanner  
  Anthony J. Tanner
  Secretary
  
  [ CORPORATE SEAL ]
  
  EXHIBIT 20
  
                        SURGICAL CARE AFFILIATES, INC.
                                   ANNOUNCES
                      MERGER WITH HEALTHSOUTH CORPORATION
  
  NASHVILLE, TENNESSEE.  October 10, 1995.  Joel C. Gordon, Chairman and Chief 
  Executive Officer of Surgical Care Affiliates, Inc., announced today that 
  SCA has signed a definitive agreement with HEALTHSOUTH Corporation providing 
  for SCA to be acquired by HEALTHSOUTH in a stock-for-stock exchange valued at
  approximately $1.2 billion.  HEALTHSOUTH, based in Birmingham, Alabama, is 
  the nation's largest provider of rehabilitation services and operates a group 
  of 575 outpatient and inpatient health care facilities, including 54 
  outpatient surgery centers in 42 states.
  
  Under the terms of the merger agreement, each share of SCA will be exchanged 
  for 1.22 shares of HEALTHSOUTH.  If  HEALTHSOUTH's stock price during a 20 
  trading day period ending 2 trading days prior to closing rises above $28 or 
  declines to below $22, the exchange ratio is subject to adjustment.  SCA 
  currently has approximately 39 million shares outstanding.  The total value of
  the transaction, based upon yesterday's closing price of HEALTHSOUTH shares 
  is approximately $1.2 billion.  The transaction will be accounted for as a 
  pooling of interests and is expected to be tax-free to SCA shareholders.
  
  Gordon stated,  "The combination of HEALTHSOUTH and SCA will create  the 
  largest and most dynamic outpatient health care service company in America.  
  Both companies are leaders in providing efficient, low cost outpatient health
  care.  The combination will create tremendous opportunities  to offer 
  integrated surgery and rehabilitation services, as well as diagnostic services
  to managed care companies and other payors across the country."  Gordon 
  further stated, "I am pleased with the opportunity to integrate  HEALTHSOUTH's
  54 surgery centers and SCA's 67 surgery centers,
  creating the largest number of outpatient surgery centers operated by one 
  company in the country.  I am extremely pleased that the headquarters for the 
  surgery center division will be in Nashville, Tennessee.   SCA expects to add
  to its staff, and additional employees will be relocated to Nashville from 
  other locations."  At the closing of the transaction, Gordon will be appointed
  to HEALTHSOUTH's Board of Directors. 
  
  Richard M. Scrushy, HEALTHSOUTH's Chairman of the Board and Chief Executive 
  Officer, said, "With this transaction, HEALTHSOUTH has established itself as 
  the leading provider of outpatient health care services in the United States
  with almost 600 locations in 42 states.  SCA has always been recognized as 
  having quality facilities and adding HEALTHSOUTH's rehabilitation facilities 
  to our network and eliminating duplicative costs will enable the combined
  network of facilities to offer managed care, insurance companies and other 
  payors a more cost-effective and efficient integrated system of health care 
  delivery.  We expect this transaction to be accretive to 1996 earnings per 
  share." 
  
  The merger has been approved  by the Boards of Directors of both companies. 
  The transaction is subject to certain regulatory and government approvals, 
  including expiration of the Hart-Scott-Rodino waiting period, the approval 
  of the stockholders of both companies, and the receipt of certain consents.  
  The transaction is expected to close in the first quarter of 1996.
  
  Surgical Care is the largest independent operator of outpatient surgery 
  centers with 67 facilities in 24 states.  HEALTHSOUTH operates a network of 
  53 surgery centers, 400 outpatient rehabilitation facilities and 77 inpatient
  rehabilitation facilities.  Both companies are listed on the New York Stock 
  Exchange,  Surgical Care Affiliates under the symbol SCA and HEALTHSOUTH under
  the symbol HRC.