Edgar Filing: HEALTHSOUTH CORP

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*

Healthsouth Corp
______________________________

(Name of Issuer)

Common Stock
______________________________
(Title of Class of Securities)

421924101
______________________________
(CUSIP Number)

August 11, 2006
_______________________________________________________
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

(x) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)

________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s))

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	TIAA-CREF Investment Management, LLC
	I.R.S. #13-3586142

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ( )
				(b) ( )

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

	5.	SOLE VOTING POWER	40,045,000

	6.	SHARED VOTING POWER	0

	7.	SOLE DISPOSITIVE POWER	40,045,000

	8.	SHARED DISPOSITIVE POWER	0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	40,045,000

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES ( )

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.06%

12.	TYPE OF REPORTING PERSON

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	College Retirement Equities Fund- Stock Account
	I.R.S. # 13-6022042

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ( )
				(b) ( )

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

	5.	SOLE VOTING POWER	0

	6.	SHARED VOTING POWER	24,403,533

	7.	SOLE DISPOSITIVE POWER	0

	8.	SHARED DISPOSITIVE POWER	24,403,533

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,403,533

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAINSHARES			( )

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	6.13%
12.	TYPE OF REPORTING PERSON

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Teachers Advisors, Inc.
	I.R.S. # 13-3760073

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ( )
				(b) ( )

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

	5.	SOLE VOTING POWER	2,283,965

	6.	SHARED VOTING POWER	0

	7.	SOLE DISPOSITIVE POWER	2,283,965

	8.	SHARED DISPOSITIVE POWER	0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,283,965

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES ()

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0.57%
12.	TYPE OF REPORTING PERSON

Item 1(a).	NAME OF ISSUER:
	Healthsouth Corp

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
	One Healthsouth Parkway
	Birmingham, AL 35243

Items 2(a)-2(c).	NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP
	OF PERSONS FILING:

	TIAA-CREF Investment Management, LLC (“Investment Management”)
	730 Third Avenue
	New York, NY 10017
	Citizenship: Delaware

	College Retirement Equities Fund-Stock Account (“CREF Stock Account”)
	730 Third Avenue
	New York, NY 10017
	Citizenship: New York

	Teachers Advisors, Inc. (“Advisors”)
	730 Third Avenue
	New York, NY 10017
	Citizenship: Delaware

Item 2(d).	TITLE OF CLASS OF SECURITIES:
	Common Stock

Item 2(e).	CUSIP NUMBER: 421924101

Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or
	(c), CHECK WHETHER THE PERSON FILING IS A:

Investment Management
(a)	( )	Broker or dealer registered under Section 15 of the Exchange Act.
(b)	( )	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)	( )	Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d)	( )	Investment Company registered under Section 8 of the Investment Company Act.
(e)	(x)	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)	( )	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)	( )	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)	( )	A savings association as defined in Section 3(b) of the Federal Deposit Insurance
		Act.
(i)	( )	A church plan that is excluded from the definition of an
		investment company under Section 3(c)(14) of the Investment Company Act.

(j)	( )	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

CREF Stock Account
(a)	( )	Broker or dealer registered under Section 15 of the Exchange Act.
(b)	( )	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)	( )	Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d)	(x)	Investment Company registered under Section 8 of the Investment Company Act.
(e)	( )	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)	( )	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)	( )	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)	( )	A savings association as defined in Section 3(b) of the Federal Deposit Insurance
		Act.
(i)	( )	A church plan that is excluded from the definition of an
		investment company under Section 3(c)(14) of the Investment Company Act.
(j)	( )	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Advisors
(a)	( )	Broker or dealer registered under Section 15 of the Exchange Act.
(b)	( )	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)	( )	Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d)	( )	Investment Company registered under Section 8 of the Investment Company Act.
(e)	(x)	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)	( )	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)	( )	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)	( )	A savings association as defined in Section 3(b) of the Federal Deposit Insurance
		Act.
(i)	( )	A church plan that is excluded from the definition of an
		investment company under Section 3(c)(14) of the Investment Company Act.
(j)	( )	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )

Item 4.	OWNERSHIP

	(a) Aggregate amount beneficially owned:	42,328,965 (See Exhibit A)

	(b) Percent of class:	10.63%

	(c) Powers of shares:

	Investment Management	CREF- Stock Account	Advisors
Sole Voting Power:	40,045,000	0	2,283,965
Shared Voting Power:	0	24,403,533	0
Sole Dispositive Power:	40,045,000	0	2,283,965
Shared Dispositive Power:	0	24,403,533	0

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	If this statement is being filed to report the fact that as of the date hereof the reporting
	person has ceased to be the beneficial owner of more than five percent of the class of
	securities, check the following ( ).

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
	PERSON.

	See Exhibit A

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
	ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
	COMPANY.

	Not Applicable

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not Applicable

Item 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not Applicable

Item 10.	CERTIFICATION.
	By signing below I certify that, to the best of my knowledge and belief, the securities
	referred to above were acquired and are held in the ordinary course of business and were
	not acquired and are not held for the purpose of or with the effect of changing or
	influencing the control of the issuer of the securities and were not acquired and are not
	held in connection with or as a participant in any transaction having that purpose or
	effect.

SIGNATURE.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 7, 2006

TIAA-CREF INVESTMENT
MANAGEMENT, LLC

By: /s/ Maureen M. Milet
Maureen M. Milet
Compliance Officer

COLLEGE RETIREMENT EQUITIES
FUND-STOCK ACCOUNT

By: /s/ Scott Evans
Scott Evans
Executive Vice President

TEACHERS ADVISORS, INC.

By: /s/ Maureen M. Milet
Maureen M. Milet
Compliance Officer

EXHIBIT A

ITEM 6. OWNERSHIP.

TIAA-CREF Investment Management, LLC (“Investment Management”) acts as an investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 40,045,000 shares of Issuer’s common stock owned by CREF. Teachers Advisors, Inc. (“Advisors”) is the investment adviser to two registered investment companies, TIAA-CREF Institutional Mutual Funds (“Institutional Funds”) and TIAA-CREF Life Funds (“Life Funds”) as well as TIAA-CREF Asset Management Commingled Funds Trust 1 (“TCAM”), and may be deemed to be a beneficial owner of 2,283,965 shares of Issuer’s common stock owned by Institutional Funds, Life Funds and TCAM. Investment Management and Advisors are reporting their combined holdings for the purpose of administrative convenience. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. Each of Investment Management and Advisors expressly disclaims beneficial ownership of the other’s securities holdings and each disclaims that it is a member of a “group” with the other.