EXHIBIT (99)-5


                                 INSTRUCTION TO
                   BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
                                       OF
                             HEALTHSOUTH CORPORATION
                   10-3/4% SENIOR SUBORDINATED NOTES DUE 2008


To Participant of the Book-Entry Transfer Facility:


     The  undersigned  hereby  acknowledges  receipt  of  the  Prospectus  dated
__________, 2000 (the "Prospectus"),  of HEALTHSOUTH Corporation (the "Company")
and a related Letter of  Transmittal  (which  together  constitute the "Exchange
Offer"). Capitalized terms used but not defined herein have the meaning given to
such terms in the Prospectus.

     This will instruct you, the book-entry transfer facility participant, as to
the action to be taken by you relating to the Exchange Offer with respect to the
Private Notes held by you for the account of the undersigned.

     The aggregate  fact amount of the Private Notes held by you for the account
of the undersigned is (fill in amount):

     $__________ of the 10-3/4% Senior Subordinated Notes due 2008

     With respect to the Exchange Offer,  the undersigned  hereby  instructs you
(check appropriate statement):

     A. _____ To TENDER the following  Private Notes held by you for the account
              of the undersigned (insert principal amount of Private Notes to be
              tendered);

        $_________(1) of the 10-3/4% Senior Subordinated Notes due 2008, and not
                      to  tender  other  Private Notes of such maturity, if any,
                      held by you for the account of the undersigned;


         OR

      B. _____ NOT  to  tender  any Private Notes held by you for the account of
               the undersigned.





_______________________________
     (1) Must be tendered only in integral multiples of $1,000.





     If the  undersigned  instructs  you to tender the Private Notes held by you
for the account of the undersigned,  it is understood that you are authorized to
make, on behalf of the undersigned  (and the undersigned by its signature below,
hereby authorizes you to make), the representations and warranties  contained in
the Letter of Transmittal that are to be made with respect to the undersigned as
a beneficial owner, including but not limited to the representations that (i) it
is not an  affiliate  of the  Company  or any of its  subsidiaries,  or,  if the
undersigned is an affiliate of the Company or any of its  subsidiaries,  it will
comply  with  the  registration  and  prospectus  delivery  requirements  of the
Securities  Act to the  extent  applicable,  (ii) the  Exchange  Notes are being
acquired  in the  ordinary  course of  business  of the  person  receiving  such
Exchange Notes,  whether or not such person is the holder, (iii) the undersigned
has not entered into an  arrangement or  understanding  with any other person to
participate in the  distribution  (within the meaning of the Securities  Act) of
the Exchange Notes,  (iv) the  undersigned is not a broker-dealer  who purchased
the Private Notes for resale  pursuant to an exemption under the Securities Act,
and (v) the  undersigned  will be able to trade  Exchange  Notes acquired in the
Exchange Offer without  restriction under the Securities Act. If the undersigned
is a broker-dealer  (whether or not it is also an "affiliate") that will receive
Exchange Notes for its own account pursuant to the Exchange Offer, it represents
that such  Private  Notes to be  exchanged  were  acquired  by it as a result of
market-making  activities or other trading activities,  and it acknowledges that
it will deliver a prospectus  meeting the  requirements of the Securities Act in
connection with any resale of such Exchange Notes. By acknowledging that it will
deliver  and  by  delivering  a  prospectus  meeting  the  requirements  of  the
Securities  Act in  connection  with any  resale  of such  Exchange  Notes,  the
undersigned will not be deemed to admit that it is an  "underwriter"  within the
meaning of the Securities Act.

                                    SIGN HERE

Name of Beneficial Owner(s):
                            ----------------------------------------------------

Signature(s):
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Name(s) (please print):
                       ---------------------------------------------------------

Address:
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                                                                      (zip code)

Telephone Number:
                 ---------------------------------------------------------------
                                                                     (area code)

Taxpayer Identification or Social Security Number:
                                                  ------------------------------

Date:
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