EXHIBIT (99)-4

                             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 Depository Trust Company Participants:

         We are enclosing  herewith the materials  listed below  relating to the
offer by HEALTHSOUTH  Corporation (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  Prospectus  dated  __________,  2000  (the
"Prospectus"), of the Company and the related letter of transmittal (the "Letter
of  Transmittal"),  in each case as  amended or  supplemented  from time to time
(which together constitute the "Exchange Offer"). Capitalized terms used but not
defined herein have the meaning given to such terms in the Prospectus.

         Enclosed herewith are copes of the following documents:

                  1.       Prospectus dated __________, 2000;

                  2.       Letter of Transmittal;

                  3.       Notice of Guaranteed Delivery;

                  4.       Instruction to Book-Entry  Transfer  Participant from
         Owner; and

                  5.       Letter  which may be sent to your  clients  for whose
         account  you hold  Private  Notes  in your  name or in the name of your
         nominee,  to accompany  the  instruction  form  referred to above,  for
         obtaining such client's instruction with regard to the Exchange Offer.

         WE URGE YOU TO CONTACT  YOUR  CLIENTS  PROMPTLY.  PLEASE  NOTE THAT THE
EXCHANGE 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.

         To participate in the Exchange Offer, a beneficial  holder (a "Holder")
of Private Notes must cause a DTC  Participant  to tender such Holder's  Private
Notes to the account of The Bank of New York (the "Exchange  Agent")  maintained
at the  Depository  Trust Company  ("DTC") for the benefit of the Exchange Agent
through DTC's Automated Tender Offer Program ("ATOP"), including transmission of
a computer-generated  message that acknowledges and agrees, on behalf of the DTC
Participant and the beneficial  owners of tendered Private Notes, to be bound by
the terms of the Letter of Transmittal.  By complying with DTC's ATOP procedures
with respect to the Exchange Offer, the DTC Participant  confirms,  on behalf of
itself and the




beneficial  owners of tendered  Private  Notes,  all provisions of the Letter of
Transmittal  applicable to it and such  beneficial  owners as fully as if it had
completed,  executed  and  returned  the Letter of  Transmittal  to the Exchange
Agent.

         Pursuant to the Letter of  Transmittal,  each  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.

         The enclosed  Instruction to the Book-Entry  Transfer  Participant from
Owner contains an  authorization  by the beneficial  owners of the Private Notes
for you to make the foregoing representations.

         The Company will not pay any fee or  commission to any broker or dealer
or to any other persons (other than the Exchange  Agent) in connection  with the
solicitation  of tenders of Private Notes  pursuant to the Exchange  Offer.  The
Company will pay or cause to be paid any transfer  taxes payable on the transfer
of Private  Notes to it,  except as otherwise  provided in  Instruction 7 of the
enclosed Letter of Transmittal.

         Additional  copies of the enclosed  material  may be obtained  from The
Bank of New York, Attention: _____________.


                                    HEALTHSOUTH Corporation


                                    By
                                       -----------------------------------------
                                                    William T. Owens
                                                Executive Vice President
                                               and Chief Financial Officer

NOTHING  CONTAINED HEREIN OR IN THE ENCLOSED  DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF  HEALTHSOUTH  CORPORATION  OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE
ANY  STATEMENT ON ITS BEHALF IN  CONNECTION  THE  EXCHANGE  OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.





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