8K Form

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
ursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): May 25, 2004


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


  Delaware  
 
 
  (State or Other Jurisdiction of Incorporation)  


1-10315 63-0860407
 
(Commission File Number)   (IRS Employer Identification No.)


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



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




ITEM 5. Other Events and Required FD Disclosure.

                On May 25, 2004, HEALTHSOUTH Corporation issued a press release entitled “HEALTHSOUTH NOTEHOLDERS DELIVER NOTICE OF TECHNICAL DEFAULT UNDER 7-5/8% SENIOR NOTES DUE 2012; NEGOTIATIONS WITH BONDHOLDERS ONGOING”.

                A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.

ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.


(c)             Exhibits.

See Exhibit Index.





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.

    HEALTHSOUTH CORPORATION


      By:  /s/ Gregory L. Doody
       
  Name: Gregory L. Doody
  Title: Executive Vice President,
General Counsel and Secretary

  Dated: May 25, 2004





EXHIBIT INDEX


Exhibit No.   Description
     
99   Press release of HEALTHSOUTH Corporation dated May 25, 2004.