Prospectus Supplement filed under Rule 424(b)(3)
                                                  S-3 Registration No. 333-52237


PROSPECTUS SUPPLEMENT
(to Prospectus dated June 3, 1998)

THIS DOCUMENT  CONSTITUTES  PART OF A PROSPECTUS  COVERING  SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  INFORMATION  CONTAINED HEREIN
IS SUBJECT TO AMENDMENT.


                             HEALTHSOUTH Corporation

                                  $567,750,000
                         3.25% Convertible Subordinated
                               Debentures due 2003

                                       and

                       15,501,707 SHARES OF COMMON STOCK,
                            PAR VALUE $.01 PER SHARE

         The Prospectus, dated June 3, 1998 (the "Prospectus"),  relating to the
offering  for  resale  of  $567,750,000  aggregate  principal  amount  of  3.25%
Convertible  Subordinated  Debentures due 2003 and  15,501,707  shares of Common
Stock, par value $.01 per share, of HEALTHSOUTH Corporation (the "Company"),  is
hereby supplemented as set forth below.

1.       SMITH   BARNEY   INC.   is  hereby   added  to  the  table  of  Selling
         Securityholders  on  page  15 of  the  Prospectus,  together  with  the
         following  information  as of  recent  date  prior  to the date of this
         Prospectus Supplement:



                                                                                                    
         Principal Amount of Debentures Beneficially Owned That May be Sold                               5,240,000
         ------------------------------------------------------------------
         Percentage of Debentures Outstanding                                                                     *
         ------------------------------------
         Number of Conversion Shares                                                                        143,071
         ---------------------------
         Percentage of Common Stock Outstanding                                                                   *
         --------------------------------------





The date of this Prospectus Supplement is November 21, 2000.