EXHIBIT (99)-3

                             HEALTHSOUTH CORPORATION

                        OFFER TO EXCHANGE ALL OUTSTANDING
                   10-3/4% SENIOR SUBORDINATED NOTES DUE 2008
                                       FOR
                   10-3/4% SENIOR SUBORDINATED NOTES DUE 2008
           WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                PURSUANT TO THE PROSPECTUS DATED __________, 2000


To Our Clients:

     We  are  enclosing  herewith  a  Prospectus  dated  __________,  2000  (the
"Prospectus"),  of  HEALTHSOUTH  Corporation  (the  "Company")  and a Letter  of
Transmittal  (which together  constitute the "Exchange  Offer")  relating to the
offer by the Company to exchange up to $350,000,000  aggregate  principal amount
of the  Company's  10-3/4%  Senior  Subordinated  Notes due 2008 (the  "Exchange
Notes"), pursuant to an offering registered under the Securities Act of 1933, as
amended (the  "Securities  Act"),  for a corresponding  principal  amount of the
Company's issued and outstanding 10-3/4% Senior Subordinated Notes due 2008 (the
"Private Notes"),  upon the terms and subject to the conditions set forth in the
Exchange Offer.  Capitalized  terms used but not defined herein have the meaning
given to such terms in the Prospectus.

     PLEASE NOTE THAT THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_______________, 2000, UNLESS EXTENDED.

     The Exchange  Offer is not  conditioned  upon any minimum number of Private
Notes being tendered.

     We are the  participants  in the book-entry  transfer  facility for Private
Notes held by us for your  account.  A tender of such Private  Notes can be made
only by us as the participant in the book-entry  transfer  facility and pursuant
to your  instructions.  The Letter of  Transmittal  is furnished to you for your
information  only and cannot be used by you to tender  Private  Notes held by us
for your account.

     We request  instructions as to whether you wish to tender any or all of the
Private  Notes held by us for your account (you may tender less than all of such
Private  Notes and/or  tender less than the full  principal  amount of any given
Exchange  Note,  provided that the amount  tendered is in integral  multiples of
$1,000)  pursuant to the terms and  conditions  of the Exchange  Offer.  We also
request  that you confirm  that we may on your  behalf make the  representations
contained in the Letter of  Transmittal  that are to be made with respect to you
as beneficial owner.

     Pursuant to the Letter of Transmittal,  each holder (a "Holder") of Private
Notes will  represent to the Company that (i) it is not an affiliate (as defined
in  Rule  405  under  the  Securities  Act)  of the  Company;  (ii)  it is not a
broker-dealer tendering Private Notes acquired for its own account directly from
the Company;  (iii) any Exchange  Notes to be received by it will be acquired in
the ordinary course of its business; and (iv) it is not engaged in, and does not
intend  to  engage  in,  a  distribution  of  such  Exchange  Notes  and  has no
arrangement or understanding to participate in a distribution of Exchange Notes.
If a  Holder  of  Private  Notes  is  engaged  in  or  intends  to  engage  in a
distribution  of Exchange  Notes or has any  arrangement or  understanding  with
respect to the  distribution  of Exchange  Notes to be acquired  pursuant to the
Exchange Offer,  such Holder may not rely on the applicable  interpretations  of
the  staff  of the SEC and must  comply  with the  registration  and  prospectus
delivery  requirements  of the Securities  Act in connection  with any secondary
resale transaction.


                                    Very truly yours,