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

PROSPECTUS SUPPLEMENT
(to Prospectus dated June 3, 1998)

THIS DOCUMENTS  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.   The name THE  AMERICANA  FUND, in the table of Selling  Securityholders  on
     page 14 is hereby changed to THE AMERICANA FOUNDATION.

2.   The name DEAN WITTER CONVERTIBLE  SECURITIES TRUST, in the table of Selling
     Securityholders  on page 15 is hereby changed to MORGAN STANLEY DEAN WITTER
     CONVERTIBLE  SECURITIES  TRUST and the  information  set forth opposite the
     name DEAN  WITTER  CONVERTIBLE  SECURITIES  TRUST,  in the Table of Selling
     Securityholders on page 15 is amended as follows:

                                                                                
     Principal Amount of Debentures Beneficially Owned That May be Sold      3,500,000
     Percentage of Debentures Outstanding                                            *
     Number of Conversion Shares That May Be Sold                               95,563
     Percentage of Common Stock Outstanding                                          *




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3.   The  information  set forth opposite the name MERRILL LYNCH PIERCE FENNER &
     SMITH INC. in the table of Selling Securityholders on page 16 is amended as
     follows:

                                                                                 
     Principal Amount of Debentures Beneficially Owned That May be Sold      11,340,000
     Percentage of Debentures Outstanding                                         1.99%
     Number of Conversion Shares That May Be Sold                               309,624
     Percentage of Common Stock Outstanding                                           *






The date of this Prospectus Supplement is August 24, 1998.




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