Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
TALALAI JAMES J
  2. Issuer Name and Ticker or Trading Symbol
SELECT MEDICAL CORP [SEM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and CIO
(Last)
(First)
(Middle)
4716 OLD GETTYSBURG ROAD, P.O. BOX 2034
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005
(Street)

MECHANICSBURG, PA 17055
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 02/24/2005   D(1)   14,324 D (1) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $ 3.26 02/24/2005   D(2)     4,608 01/01/2001 12/31/2009 Common Stock 4,608 $ 0 0 D  
Employee Stock Options (right to buy) $ 3.26 02/24/2005   D(2)     13,824 05/22/2001 05/21/2010 Common Stock 13,824 $ 0 0 D  
Employee Stock Options (right to buy) $ 5.21 02/24/2005   D(2)     13,824 10/13/2001 10/12/2010 Common Stock 13,824 $ 0 0 D  
Non-qualified Stock Options (right to buy) $ 4.75 02/24/2005   D(2)     15,264 02/26/2002 02/25/2011 Common Stock 15,264 $ 0 0 D  
Non-qualified Stock Options (right to buy) $ 5.88 02/24/2005   D(2)     48,000 04/26/2002 04/25/2011 Common Stock 48,000 $ 0 0 D  
Non-qualified Stock Options (right to buy) $ 7.63 02/24/2005   D(2)     90,000 05/13/2003 05/12/2012 Common Stock 90,000 $ 0 0 D  
Non-qualified Stock Options (right to buy) $ 14.53 02/24/2005   D(2)     110,000 08/12/2004 08/11/2013 Common Stock 110,000 $ 0 0 D  
Non-qualified Stock Options (right to buy) $ 13.86 02/24/2005   D(2)     27,000 05/11/2005 05/10/2014 Common Stock 27,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TALALAI JAMES J
4716 OLD GETTYSBURG ROAD
P.O. BOX 2034
MECHANICSBURG, PA 17055
      SVP and CIO  

Signatures

 /s/ Michael E. Tarvin, attorney-in-fact for James J. Talalai   02/28/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of in connection with the merger of the issuer with EGL Acquisition Corp., effective February 24, 2005 (the "Merger"), pursuant to the Merger Agreement dated October 17, 2004 among the issuer, EGL Holding Company and EGL Acquisition Corp., pursuant to which the shares listed above held by the reporting person were exchanged for an equity interest in EGL Holding Company. In conection with the Merger, the common stock of the issuer was valued at $18.00 per share.
(2) This option was cancelled in the Merger with EGL Acquisition Corp. effective February 24, 2005 in exchange for a cash payment equal to the number of shares subject to the option multiplied by the difference between the exercise price of the option and $18.00.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.