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March 3, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Health Images, Inc.
Registration Statement on Form S-3
Registration No. 333-09833
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of
1933, as amended, Health Images, Inc. (the "Company") hereby
applies for withdrawal of the above-referenced Registration
Statement. The above-referenced Registration Statement was filed
by the Company with the Securities and Exchange Commission on
August 9, 1996.
The Registration Statement is being withdrawn because the
Company is being merged with Hammer Acquisition Corporation
("Hammer"), a wholly-owned subsidiary of HEALTHSOUTH Corporation
("HEALTHSOUTH"). The merger has been consummated on March 3,
1997. Upon consummation of the merger, each share of Common
Stock of the Company held by shareholders other than the Company
has been converted into 0.446 of a share of HEALTHSOUTH Common
Stock. Accordingly, the Common Stock of the Company will no
longer be traded publicly.
Please direct any questions or comments to the undersigned,
or to Gabriel Dumitrescu, Esq. of Powell, Goldstein, Frazer &
Murphy LLP at (404) 572-6732.
Very truly yours,
HEALTH IMAGES, INC.
By:/s/ Robin Eubanks Murray
Title: Vice President,
Secretary and General
Counsel
