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

                                   FORM 8-K/A

                                 CURRENT REPORT
     Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (date of earliest event reported): December 30, 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)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))




ITEM 1.01.    Entry into a Material Definitive Agreement.

         On January 5, 2005, HealthSouth Corporation (the "Company") filed a
request with the Securities and Exchange Commission (the "Commission") seeking
confidential treatment of certain information which it redacted from Exhibits
10.1 and 10.3 to the Company's Current Report on Form 8-K filed with the
Commission on January 5, 2005 (the "Original Filing"). The Company has
withdrawn its request with the Commission for confidential treatment of the
information redacted in the Original Filing. This amendment is filed to include
Exhibits 10.1 and 10.3 to the Original Filing without any redacted information.

ITEM 9.01.    Financial Statements 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 Current Report on Form 8-K 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:  September 7, 2005




                                 EXHIBIT INDEX


Exhibit Number           Description
--------------           -----------

     10.1                Settlement Agreement, dated as of December 30, 2004,
                         by and among HealthSouth Corporation, the United
                         States of America, acting through the entities named
                         therein and certain other parties named therein.

     10.3                Administrative Settlement Agreement, dated as of
                         December 30, 2004, by and among the United States
                         Department of Health and Human Services acting through
                         the Centers for Medicare & Medicaid Services and its
                         officers and agents, including, but not limited to,
                         its fiscal intermediaries, and HealthSouth
                         Corporation.