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 28, 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 June 1, 2004, HEALTHSOUTH Corporation announced that the Special Audit Review Committee of its Board of Directors, assisted by legal counsel Balch &Bingham LLP and a forensic accounting team from PricewaterhouseCoopers LLP, completed and delivered its forensic accounting report to HEALTHSOUTH’s Special Committee of the Board of Directors.

                A copy of the Report of the Special Audit Review Committee of the Board of Directors of HEALTHSOUTH Corporation, dated May 28, 2004 is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the press release announcing the completion and delivery of the Special Audit Review Committee’s report is attached hereto as Exhibit 99.2 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: June 1, 2004






EXHIBIT INDEX


Exhibit No.   Description
     
99.1   Report of the Special Audit Review Committee of the Board of Directors of HEALTHSOUTH Corporation dated May 28, 2004
     
99.2   Press release of HEALTHSOUTH Corporation dated June 1, 2004.